BAUPOST FUND
N-30D, 1996-06-28
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                                THE BAUPOST FUND

                               SEMI-ANNUAL REPORT
                                  (UNAUDITED)

                                 APRIL 30, 1996











THIS REPORT AND THE FINANCIAL  STATEMENTS CONTAINED HEREIN ARE SUBMITTED FOR THE
GENERAL  INFORMATION OF THE  SHAREHOLDERS OF THE BAUPOST FUND. THE REPORT IS NOT
AUTHORIZED FOR DISTRIBUTION TO PROSPECTIVE  INVESTORS IN THE BAUPOST FUND UNLESS
PRECEDED OR ACCOMPANIED BY THE CURRENT PROSPECTUS.


                                THE BAUPOST FUND

                               SEMI-ANNUAL REPORT
                                   (UNAUDITED)

                                 APRIL 30, 1996


CONTENTS:

  Management's Discussion of Performance ................................     1

  Statement of Assets and Liabilities as of April 30, 1996 ..............     4 

  Statement of Operations for the period ended April 30, 1996 ...........     5

  Statement of Changes in Net Assets for the periods ended
    April 30, 1996 and October 31, 1995 .................................     6

  Schedule of Investments as of April 30, 1996 ..........................     7

  Schedule of Forward Foreign Currency Contracts as of April 30, 1996 ...    17

  Schedule of Securities Sold Short as of April 30, 1996 ................    18

  Notes to Financial Statements .........................................    19

  Financial Highlights ..................................................    26





                            THE BAUPOST GROUP, INC.
                               44 BRATTLE STREET
                                P.O. BOX 389125
                      CAMBRIDGE, MASSACHUSETTS 02238-9125
                                 (617) 497-6680
                               FAX (617) 876-0930





                                                                   June 21, 1996

Dear Baupost Fund Shareholder,


We are pleased to report  profitable  results for the six months ended April 30,
1996. Specifically,  during that period the Fund gained 5.10% in value. This was
less than the 6.92% gain posted by the S&P 500 Index during the same time frame.

The Fund ends the first half of its fiscal year 91%  invested,  with a number of
new  positions  in European  holding  companies  and small  capitalization  U.S.
stocks.  The Fund also  initiated  positions in the  U.S.-listed  ADR's of three
Russian  companies  (two in the oil and gas business and one electric  utility).
Baupost has been following the nascent Russian stock market for three years, and
we are  excited  that  the  Fund  now has the  ability  to  participate  in this
dramatically  undervalued  part of the world.  Of course,  because of the higher
risk involved,  we are limiting our overall  exposure in Russia to a level where
even a total loss would still be manageable.

The Fund's  exposure to the U.S.  stock market totaled only 29% of net assets at
April 30, a level that  reflects  our opinion of the  frothiness  now present in
U.S. share prices.  Equity mutual funds continue to experience  record  inflows,
and recently a number of highly speculative stocks have seen their prices double
or  triple  within a few  weeks as  frenzied  investors  bid up their  shares on
dubious corporate developments. Even the slightest association with the Internet
is cause for an upward thrust in a company's share price.

This is reminiscent of so many similar episodes over the last few decades, where
everything  from  technology  stocks to gambling  shares to gold mines had their
moment in the sun.  We know the  current  mania will end  badly;  we do not know
when.

We will not stray from our rigid value  investment  discipline.  We buy absolute
bargains when they become available,  and sell when they are no longer bargains.
We hold cash when there is nothing  better to do, and we hedge  against the risk
of a dramatic and  sustained  downturn in the market.  Our hedging over the last
several years has been expensive and, with perfect hindsight,  unnecessary.  Yet
we are convinced that hedging  against  catastrophe  has been the right thing to
do, and it thus remains an integral part of our overall investment posture.

Despite  our  discomfort  with the  level of  speculative  activity  in the U.S.
market, we remain optimistic regarding our prospects for the future.  Because of
our fundamental, research-driven, absolute-value orientation, we own undervalued
securities that we believe will do well



regardless of the overall financial environment.  In the event of a major market
reversal, we believe our market hedges should cushion any serious decline within
the portfolio.

Our employees and their families continue to be major  shareholders of the Fund,
participating both directly and through our 401(k) plan.

We are  grateful for your  confidence  and support and look forward to continued
investment success in the second half of 1996 and beyond.



Very Truly Yours,

/s/ Seth A. Klarman

Seth A. Klarman
President







                                                                        
                                                        
AVERAGE ANNUAL TOTAL RETURNS (1)                         1       LIFE OF FUND  
For Periods Ended 04/30/96                              YEAR    (SINCE 12/14/90)
                                                        ----    ----------------
                                                        
THE BAUPOST FUND                                        6.74%       14.81%     
                                                        
                                                        
Total return is an historical measure of past performance and is not intended to
indicate  future  performance.  The investment  return and principal value of an
investment will fluctuate so that an investor's  shares,  when redeemed,  may be
worth more or less than their original cost.
                                                        
                                              
(1) Assumes reinvestment of all dividends.


                    GROWTH OF AN ASSUMED $50,000 INVESTMENT
               IN THE BAUPOST FUND FROM 12/14/90 THROUGH 04/30/96





Date                The Baupost Fund              S&P 500
- ----                ----------------              -------

12/14/90                 $50,000.00               $50,000.00
    3/91                 $55,771.68               $58,024.40
    6/91                 $59,332.96               $57,891.29
    9/91                 $58,998.31               $60,987.08
   12/91                 $61,485.71               $66,100.47
    3/92                 $63,911.75               $64,430.83
    6/92                 $64,203.91               $65,659.40
    9/92                 $65,059.55               $67,729.67
   12/92                 $70,005.54               $71,140.30
    3/93                 $75,227.59               $74,243.41
    6/93                 $77,707.92               $74,604.74
    9/93                 $80,054.79               $76,532.54
10/31/93                 $82,134.71               $78,116.01
   12/93                 $83,196.92               $78,305.62
    3/94                 $84,533.67               $75,335.75
    6/94                 $89,244.13               $75,653.26
    9/94                 $88,798.55               $79,352.03
10/31/94                 $91,217.43               $81,134.73
   12/94                 $89,880.68               $79,339.62
    3/95                 $91,488.30               $87,064.74
    6/95                 $93,607.44               $95,375.77
    9/95                 $99,526.41              $102,955.48
10/31/95                 $98,430.31              $102,587.46
   12/95                 $99,964.85              $109,153.62
    3/96                $103,101.01              $115,011.78
    4/96                $105,061.10              $116,707.47

                  

                                                                      

                                THE BAUPOST FUND

                       STATEMENT OF ASSETS AND LIABILITIES

                                 APRIL 30, 1996
                                   (UNAUDITED)



ASSETS:
        Investments in securities - at value                        $ 92,839,150
                (Notes A and C) (cost $88,464,465)
        Cash                                                             200,312
        Receivable for investments sold                                1,350,538
        Receivable for investments sold short                          9,471,145
        Unrealized appreciation on forward foreign
                currency contracts sold                                   68,295
        Accrued investment income                                      1,379,945
        Other assets                                                      22,821
                                                                          ------

                        Total Assets                                 105,332,206


LIABILITIES:
        Payable for investments purchased                              1,094,681
        Payable to The Baupost Group, Inc. (Note B)                      290,554
        Payable for securities sold short                              9,397,995
                (Notes A and C) (proceeds $8,814,715)
        Other payables and accrued expenses                              280,257
                                                                         -------

                        Total Liabilities                             11,063,487
                                                                      ----------

                              NET ASSETS                            $ 94,268,719
                                                                    ============


COMPOSITION OF NET ASSETS:
        Paid in capital                                             $ 85,806,587
        Distributions in excess of net investment
                income (Note A)                                      (1,214,426)
        Accumulated undistributed net realized
                gain on investments and foreign
                currency transactions                                  6,487,337
        Net unrealized appreciation on investments
                and assets & liabilities in foreign currencies         3,189,221
                                                                       ---------

                             NET ASSETS                             $ 94,268,719
                                                                    ============


NET ASSET VALUE:
        Offering and redemption price per share
        ($94,268,719 / 7,036,848.054)                               $      13.40
                                                                    ============


                                                                               
                       See notes to financial statements.




                                THE BAUPOST FUND

                             STATEMENT OF OPERATIONS

                         SIX MONTHS ENDED APRIL 30, 1996
                                   (UNAUDITED)


INVESTMENT  INCOME:

    INCOME:
            Interest                                               $ 1,113,740
            Dividends                                                  401,921
            Other loss                                                (165,622)
                                                                      -------- 
               Total Investment Income                               1,350,039

    EXPENSES:
            Investment management fee (Note B)                         463,024
            Administrative fee (Note B)                                115,756
            Legal fees                                                  45,618
            Custodian fees                                              20,391
            Amortization of organization costs                           6,048
            Audit fees                                                  18,000
            Directors' fees                                             12,750
            Registration and filing fees                                13,752
            Miscellaneous                                               17,690
                                                                        ------

               Total Expenses                                          713,029

            Waiver of investment management fee (Note B)                (4,432)
                                                                        ------ 

               Total Expenses, Net                                     708,597

                   NET INVESTMENT  INCOME                              641,442

REALIZED  AND  UNREALIZED  GAIN  ON  INVESTMENTS:
            Net realized gain (loss) on:                                       
                    Investments                                      5,697,112
                    Short sales                                         78,383
                    Foreign currency transactions                      683,801
                                                                       -------
                                                                     6,459,296
            Change in unrealized appreciation (depreciation) on:
                    Investments                                       (515,629)
                    Short sales                                       (610,021)
                    Foreign currency transactions                        9,007
                                                                         -----
                                                                    (1,116,643)
           
                    NET REALIZED AND UNREALIZED
                      GAIN  ON INVESTMENTS                           5,342,653
                                                                     ---------
           
                    NET INCREASE IN NET ASSETS
                      RESULTING  FROM  OPERATIONS                  $ 5,984,095
                                                                   ===========
         
                       See notes to financial statements.






                                THE BAUPOST FUND

                       STATEMENT OF CHANGES IN NET ASSETS
                                   (UNAUDITED)



<TABLE>
<CAPTION>


                                                               SIX MONTHS ENDED       YEAR ENDED
                                                                APRIL 30, 1996     OCTOBER 31, 1995
                                                                --------------     ----------------

<S>                                                            <C>                 <C>
INCREASE  IN  NET  ASSETS  FROM  OPERATIONS:

        Net investment income                                   $    641,442        $  1,368,087  
        Net realized gain on investments and foreign                               
                currency transactions                              6,459,296           4,176,280
        Change in unrealized appreciation of investments                           
                and foreign currency transactions                 (1,116,643)          1,080,207
                                                                  ----------           ---------
                                                                                   
                     NET INCREASE IN NET ASSETS RESULTING                          
                        FROM OPERATIONS                            5,984,095           6,624,574
                                                                                   
                                                                                   
DISTRIBUTIONS  TO  SHAREHOLDERS:                                                   
        From net investment income                                  (610,993)         (1,430,985)
        In excess of net investment income                        (1,214,426)           (432,464)
        From net realized gain on investments                     (4,283,665)         (8,459,115)
                                                                                   
CAPITAL  SHARE  TRANSACTIONS  (NOTE E)                             4,954,329          11,350,535
                                                                   ---------          ----------
                                                                                   
                     INCREASE  IN  NET  ASSETS                     4,829,340           7,652,545
                                                                                   
NET  ASSETS  AT  BEGINNING  OF  PERIOD                            89,439,379          81,786,834
                                                                  ----------          ----------
                                                                                   
                                                                                   
                     NET  ASSETS  AT  END  OF  PERIOD                              
                       (including distributions in excess of                       
                        net investment income of ($1,214,426)                      
                        and ($30,449) , respectively)           $ 94,268,719        $ 89,439,379
                                                                ============        ============
                                                                               

</TABLE>


                                                                               
                       See notes to financial statements.




                                THE BAUPOST FUND
                             SCHEDULE OF INVESTMENTS

                                 APRIL 30, 1996
                                   (UNAUDITED)

<TABLE>
<CAPTION>

        NUMBER OF SHARES,                                                                                  MARKET
     UNITS OR FACE VALUE ($)                                                                               VALUE
     -----------------------                                                                               -----

<S>                       <C>                                                                      <C>   
COMMON STOCKS - 67.42%

                          UNITED STATES - 28.95%

                              FINANCIAL INSTITUTIONS - 10.87%

                  243,600     Allmerica Financial Corporation                                        $      6,333,600 ~
                      110     Fidelity Federal Savings Bank Florida                                             1,485
                   26,200     First Federal Bancorp (Minnesota)                                               347,150 *
                      120     First Federal Savings Bank of Siouxland                                           2,880
                      100     Harbor Federal Savings Bank                                                       2,875
                    1,949     Mid-Central Financial Corporation                                                28,260
                      808     Mid-Coast Bancorp Inc.                                                           13,332
                   95,000     Mississippi View Holding Company                                              1,068,750
                    1,800     Shelby County Bancorp                                                            27,000
                   59,900     Trenton Savings Bank FSB                                                        823,625
                      550     Valley Federal Savings Bank                                                      17,050
                  150,209     Wells Financial Corporation                                                   1,577,195 *
                                                                                                    ------------------
                                                                                                           10,243,202

                              ALUMINUM - 3.77%

                   78,200     Maxxam, Inc.                                                                  3,558,100 ~*


                              AUTO & HOME SUPPLY - 2.55%

                   29,450     Dart Group Corporation - Class A                                              2,407,538 ~


                              TOBACCO - 2.34%

                   73,700     RJR Nabisco Holdings Corp.                                                    2,201,788


                              FIRE, MARINE & CASUALTY INSURANCE - 2.08%

                   90,000     Chartwell RE Corporation                                                      1,963,125


                              LESSORS OF REAL PROPERTY - 1.42%

                  833,959     MBO Properties, Inc.                                                          1,334,334 *




                                THE BAUPOST FUND
                             SCHEDULE OF INVESTMENTS

                                 APRIL 30, 1996
                                   (UNAUDITED)


        NUMBER OF SHARES,                                                                                   MARKET
     UNITS OR FACE VALUE ($)                                                                                VALUE
     -----------------------                                                                                -----




                              PHARMACEUTICALS - 1.14%

                  118,100     Therapeutic Discovery                                                  $      1,077,663 *


                              ELECTRICAL EQUIPMENT - 1.13%

                   75,100     Emcor Group Inc.                                                              1,070,175 *


                              FOOD - 1.01%

                  185,424     Carr-Gottstein Foods Company                                                    950,298 *


                              MOTOR VECHICLE PARTS & ACCESSORIES - 0.88%

                  138,218     Pullman                                                                         829,308 *


                              HOUSEHOLD APPLIANCES - 0.66%

                   15,800     National Presto Industries, Inc.                                                620,150


                              HARDWARE - 0.63%

                   78,700     Noel Group, Inc.                                                                590,250 *


                              MISCELLANEOUS - 0.47%

                    4,800     Northwestern Steel & Wire Company                                                32,400 *
                    7,070     Prospect Group, Inc.                                                             76,886 *
                  938,000     Regency Equities                                                                  9,380 *
                   10,000     RSI Holdings, Inc.                                                                  600 *
                    1,105     The Homestake Oil & Gas Company                                                 100,555 +
                    1,579     The Homestake Royalty Corporation                                               221,060 +
                                                                                                    ------------------
                                                                                                              440,881

                              TOTAL COMMON STOCKS - UNITED STATES                                    $     27,286,812
                              (Total Cost $24,496,095)                                              ==================
                              



                                THE BAUPOST FUND
                             SCHEDULE OF INVESTMENTS

                                 APRIL 30, 1996
                                   (UNAUDITED)



        NUMBER OF SHARES,                                                                                   MARKET
     UNITS OR FACE VALUE ($)                                                                                VALUE
     -----------------------                                                                                -----

                          FRANCE - 16.24%

                              DIVERSIFIED HOLDING COMPANIES - 12.12%

                   24,755     Chargeurs                                                              $      6,585,050
                    7,406     Compagnie Generale D'Industrie et de Partcipations                            1,654,852
                    2,535     Financiere et Industrielle Gaz et Eaux                                        1,053,921
                    2,200     Fonciere Financiere et de Participation SA                                       88,911
                    5,308     Societe Eurafrance SA                                                         2,041,459
                                                                                                    ------------------
                                                                                                           11,424,193

                              WHOLESALE - FOOD - 4.10%

                  168,100     TLC Beatrice International Holdings                                           3,866,300


                              MISCELLANEOUS - 0.02%

                      180     Bazar de L'Hotel de Ville                                                        16,541
                                                                                                    ------------------


                              TOTAL COMMON STOCKS - FRANCE                                           $     15,307,034
                              (Total Cost $15,096,417)                                              ==================
                              


                          HONG KONG - 6.87%

                              ELECTRONIC & OTHER ELECTRICAL EQUIP. - 5.33%

                   39,500     Semi-Tech Global Co. - ADR                                             $        281,438
                3,206,457     Semi-Tech Global Co. Ltd.                                                     4,746,582
                                                                                                    ------------------
                                                                                                            5,028,020

                              MANUFACTURING - TOYS & DOLLS - 1.54%

                6,288,700     Playmates Toys Holdings Ltd.                                                  1,447,219
                                                                                                    ------------------


                              TOTAL COMMON STOCKS - HONG KONG                                        $      6,475,239
                              (Total Cost $8,759,695)                                               ==================
                              


                                THE BAUPOST FUND
                             SCHEDULE OF INVESTMENTS

                                 APRIL 30, 1996
                                   (UNAUDITED)



        NUMBER OF SHARES,                                                                                   MARKET
     UNITS OR FACE VALUE ($)                                                                                VALUE
     -----------------------                                                                                -----


                          RUSSIA - 5.51%

                              OIL & GAS FIELD EXPLORATION SERVICES - 3.97%

                  112,500     Chernogorneft - Sponsored ADR                                          $        681,328 *
                  130,000     Lukoil Oil Co. - Sponsored ADR                                                3,056,625
                                                                                                    ------------------
                                                                                                            3,737,953

                              ELECTRIC SERVICES - 1.54%

                  125,000     Mosenergo RDC Regulation S                                                    1,454,687 *
                                                                                                    ------------------

                              TOTAL COMMON STOCKS - RUSSIA                                           $      5,192,640
                              (Total Cost $3,992,625)                                               ==================
                              


                          SWEDEN - 4.02%

                              DIVERSIFIED HOLDING COMPANIES - 4.02%

                   12,900     Forvaltnings AB Ratos - B shares                                       $        300,464
                    7,700     Incentive AB Series B                                                           408,639
                    2,600     Investor AB Series A Shares                                                     104,253
                   43,400     Investor AB Series B Shares                                                   1,733,825
                   12,500     Scania AB A Shares                                                              346,429
                   12,500     Scania AB B Shares                                                              345,507
                   10,000     Scania AB Sponsored ADR A                                                       273,750
                   10,000     Scania AB Sponsored ADR B                                                       272,500
                                                                                                    ------------------

                              TOTAL COMMON STOCKS - SWEDEN                                           $      3,785,367
                              (Total Cost $3,369,164)                                               ==================
                              


                          ITALY - 2.09%

                              DIVERSIFIED HOLDING COMPANIES - 2.09%

                  335,500     IFIL Finanziaria di Partecipazioni ordinary shares                     $      1,094,032
                  503,600     IFIL Finanziaria di Partecipazioni savings shares                               879,039
                                                                                                    ------------------

                              TOTAL COMMON STOCKS - ITALY                                            $      1,973,071
                              (Total Cost $1,927,442)                                               ==================
                              



                                THE BAUPOST FUND
                             SCHEDULE OF INVESTMENTS

                                 APRIL 30, 1996
                                   (UNAUDITED)



        NUMBER OF SHARES,                                                                                   MARKET
     UNITS OR FACE VALUE ($)                                                                                VALUE
     -----------------------                                                                                -----

                          BAHAMAS - 1.60%

                              CRUDE PETROLEUM - 1.60%

                    5,300     Basic Holdings Ltd.                                                    $        517,354 *+
                   34,100     Basic Petroleum International Ltd.                                              988,900 *
                                                                                                    ------------------

                              TOTAL COMMON STOCKS - BAHAMAS                                          $      1,506,254
                              (Total Cost $870,750)                                                 ==================
                              


                          SPAIN - 1.30%

                              DIVERSIFIED HOLDING COMPANIES - 1.30%

                   33,200     Repsol SA - Sponsored ADR                                              $      1,228,400
                                                                                                    ------------------

                              TOTAL COMMON STOCKS - SPAIN                                            $      1,228,400
                              (Total Cost $1,162,000)                                               ==================
                              


                          UNITED KINGDOM - 0.79%

                              LUMBER & OTHER CONSTRUCTION MATERIALS - 0.79%

                  115,000     Adam & Harvey Group PLC                                                $        745,113
                                                                                                    ------------------

                              TOTAL COMMON STOCKS - UNITED KINGDOM                                   $        745,113
                              (Total Cost $452,380)                                                 ==================
                              


                          CANADA - 0.05%

                              MINING OF NONMETALLIC MINERALS - 0.05%

                   11,900     Asbestos Corporation Ltd.                                              $         52,442 *
                                                                                                    ------------------

                              TOTAL COMMON STOCKS - CANADA                                           $         52,442
                              (Total Cost $383,574)                                                 ==================
                              


                              TOTAL COMMON STOCKS                                                    $     63,552,372
                              (Total Cost $60,510,142)                                              ==================
                              





                                THE BAUPOST FUND
                             SCHEDULE OF INVESTMENTS

                                 APRIL 30, 1996
                                   (UNAUDITED)



        NUMBER OF SHARES,                                                                                   MARKET
     UNITS OR FACE VALUE ($)                                                                                VALUE
     -----------------------                                                                                -----


CLOSED-END MUTUAL FUNDS - 5.56%

                          UNITED KINGDOM - 5.56%

                1,546,927     RIT Capital Partners PLC                                               $      5,244,547
                                                                                                    ------------------

                              TOTAL CLOSED-END MUTUAL FUNDS                                          $      5,244,547
                              (Total Cost $3,645,800)                                               ==================
                              


CORPORATE BONDS - 4.05%

     $             11,000     Chartwell Contingent Interest Note 0.000% due 06/30/06                 $          4,702 +
                3,118,000     Emcor Group Inc. Series C Notes  11.000% 12/15/01                             2,993,280
                1,205,000     Louise's Inc. Senior Notes  10.500% due 11/18/98                                120,500 +
                  625,000     Unisys Corp. Convertible Debenture 8.250% due 03/15/06                          698,437
                                                                                                    ------------------

                              TOTAL CORPORATE BONDS                                                  $      3,816,919
                              (Total Cost $3,977,266)                                               ==================
                              


COLLATERALIZED MORTGAGE OBLIGATIONS - 3.00%

                  380,451     Guardian S&L 1990-4  FRN due 06/25/20                                  $        228,271
                  629,121     RTC Series 1991-M2 Class A1 principal only due 09/25/20                         415,220
                2,468,807     RTC Series 1991-M2 Class A3 principal only due 09/25/20                       1,629,413
                  665,000     RTC Series 1991-M2 Class B principal only due 09/25/20                           14,364
                   61,497     RTC Series 1991-M2 Class X1 interest only due 09/25/20                          393,306
                   56,858     RTC Series 1991-M2 Class X2 interest only due 09/25/20                           44,959
                   81,913     RTC Series 1991-M2 Class X3 interest only due 09/25/20                           88,751
                                                                                                    ------------------

                              TOTAL COLLATERALIZED MORTGAGE OBLIGATIONS                              $      2,814,284
                              (Total Cost $2,954,088)                                               ==================
                              


OPTIONS - 2.45%

                    1,200     Bear Stearns Basket  61.6  Puts expiring 08/30/96                      $            600 +
                       50     Gold April 550 Calls expiring 04/07/97                                            1,000 +
                       50     Gold April 555 Calls expiring 04/07/97                                              900 +
                       50     Gold May 555 Calls expiring 05/12/97                                              1,150 +
                      170     Hills Stores Co. 18.15 Calls expiring 08/12/96                                      850 +





                                THE BAUPOST FUND
                             SCHEDULE OF INVESTMENTS

                                 APRIL 30, 1996
                                   (UNAUDITED)



        NUMBER OF SHARES,                                                                                   MARKET
     UNITS OR FACE VALUE ($)                                                                                VALUE
     -----------------------                                                                                -----

                      450     Philip Morris 50 Puts expiring 05/19/97                                $          5,400 +
                      360     Philip Morris 50 Puts expiring 05/19/97                                           5,760 +
                      295     Philip Morris 50 Puts expiring 05/23/97                                           3,540 +
                      295     Philip Morris 50 Puts expiring 05/23/97                                           3,540 +
                      330     RJR Nabisco Holdings 25 Calls expiring 11/07/97                                 232,320 +
                      330     RJR Nabisco Holdings 25 Calls expiring 11/10/97                                 223,740 +
                      400     RJR Nabisco Holdings 25 Calls expiring 11/11/97                                 283,200 +
                      330     RJR Nabisco Holdings 25 Calls expiring 11/14/97                                 224,400 +
                      280     RJR Nabisco Holdings 30 Calls expiring 10/10/97                                 122,220 +
                      375     RJR Nabisco Holdings 30 Calls expiring 10/13/97                                 164,250 +
                      177     Russell 2000 Index 263.700 Puts expiring 10/28/96                                14,021 +
                      109     Russell 2000 Index 267.000 Puts expiring 10/28/96                                10,517 +
                      127     Russell 2000 Index 270.675 Puts expiring 10/18/96                                11,811 +
                      122     Russell 2000 Index 281.970 Puts expiring 09/23/96                                18,300 +
                      128     S&P 500 Index 482.310 Puts expiring 06/14/96                                        800 +
                      120     S&P 500 Index 491.085 Puts expiring 07/01/96                                      1,800 +
                      119     S&P 500 Index 494.190 Puts expiring 06/27/96                                      1,904 +
                      116     S&P 500 Index 505.575 Puts expiring 01/17/97                                     20,351 +
                      106     S&P 500 Index 520.020 Puts expiring 10/11/96                                     18,550 +
                      104     S&P 500 Index 554.230 Puts expiring 01/06/97                                     61,537 +
                      103     S&P 500 Index 556.650 Puts expiring 01/27/97                                     56,511 +
                       83     S&P 500 Index 556.750 Puts expiring 01/27/97                                     45,284 +
                      103     S&P 500 Index 557.110 Puts expiring 01/27/97                                     56,984 +
                      205     S&P 500 Index 581.310 Puts expiring 02/10/97                                    191,330 +
                      103     S&P 500 Index 583.990 Puts expiring 03/19/97                                    103,412 +
                      101     S&P 500 Index 585.675 Puts expiring 02/10/97                                    104,243 +
                      203     S&P 500 Index 585.810 Puts expiring 02/10/97                                    209,056 +
                      101     S&P 500 Index 589.500 Puts expiring 02/18/97                                    114,996 +
                                                                                                    ------------------

                              TOTAL OPTIONS                                                          $      2,314,277
                              (Total Cost $3,770,997)                                               ==================
                              


PARTNERSHIPS - 2.25%

                  158,800     Falcon Cable Systems Co., L.P.                                         $      1,488,750
                  150,000     NCH Investors Fund L.P.                                                         150,000 +
                  485,480     New Century Capital Partners II L.P.                                            485,480 +
                                                                                                    ------------------

                              TOTAL PARTNERSHIPS                                                     $      2,124,230
                              (Total Cost $2,009,153)                                               ==================
                              



                                THE BAUPOST FUND
                             SCHEDULE OF INVESTMENTS

                                 APRIL 30, 1996
                                   (UNAUDITED)



        NUMBER OF SHARES,                                                                                   MARKET
     UNITS OR FACE VALUE ($)                                                                                VALUE
     -----------------------                                                                                -----


BONDS & NOTES IN REORGANIZATION - 1.30%

     $          2,125,000     Eagle-Picher Industries Inc. 9.500% due 03/01/17                       $        446,250 *
                  669,082     El Paso Electric Promissory Note 15.750% due 07/02/00                           719,264
                   45,000     Mansfield Ohio IDR Eagle-Picher                                                   8,550 *
                                9.750% due 10/01/00
                  265,000     Port Development Corp. TX Eagle-Picher                                           50,350 *
                                9.750% due 10/01/20
                                                                                                    ------------------

                              TOTAL BONDS AND NOTES IN REORGANIZATION                                $      1,224,414
                              (Total Cost $1,690,847)                                               ==================
                              


PURCHASED BANK DEBT  & TRADE CLAIMS - 1.14%

     $          2,453,800     Maxwell Comm. Bank Debt - Baker Nye                                    $        147,379 *+
                5,000,000     Maxwell Comm. Berlitz Obligations                                               300,000 *+
                  167,868     Maxwell Comm. Revolving Bank Debt - First Chicago                                10,107 *+
                  943,496     Maxwell Comm. Revolving Bank Debt - Halcyon                                      56,992 *+
                  396,015     Maxwell Comm. Revolving Bank Debt - Halcyon II                                   23,843 *+
                  875,543     Maxwell Comm. Revolving Bank Debt - Lazard Freres                                52,677 *+
                  264,059     Maxwell Comm. Revolving Bank Debt - Merrill Lynch                                15,898 *+
                  823,981     Maxwell Comm. Revolving Bank Debt - San Paolo                                    49,752 *+
                1,015,000     Maxwell Comm. Revolving Bank Debt - TCC Associates                               61,262 *+
                  579,133     Maxwell Comm. Term Bank Debt - First Chicago                                     34,748 *+
                1,678,704     Maxwell Comm. Term Bank Debt - Halcyon                                          100,722 *+
                  702,220     Maxwell Comm. Term Bank Debt - Halcyon II                                        42,133 *+
                  426,846     Maxwell Comm. Term Bank Debt - Lazard Freres                                     25,611 *+
                  468,268     Maxwell Comm. Term Bank Debt - Merrill Lynch                                     28,096 *+
                  325,093     Maxwell Comm. Term  Bank Debt - San Paolo                                        19,505 *+
                1,806,951     Maxwell Comm. Term Bank Debt - TCC Associates                                   108,417 *+
                1,750,000     Wheeling-Pittsburgh Nonrestricted Trade Claims                                      875 *+
                                                                                                    ------------------

                              TOTAL PURCHASED BANK DEBT & TRADE CLAIMS                               $      1,078,017
                              (Total Cost $656,155)                                                 ==================
                              


COMPANIES IN LIQUIDATION - 1.05%

                5,682,800     Antonelli Liquidating Trust                                            $        106,552 *+
                    3,150     EHLCO Liquidating Trust                                                             315 *+
     $            250,000     Lionel Corp. Subordinated Notes                                                   2,500 *
                                12.375% due 08/01/96
                  364,000     Lionel Corp. Subordinated Convertible Debentures                                  3,640 *
                                8.000% due 07/15/07


                                THE BAUPOST FUND
                             SCHEDULE OF INVESTMENTS

                                 APRIL 30, 1996
                                   (UNAUDITED)



        NUMBER OF SHARES,                                                                                   MARKET
     UNITS OR FACE VALUE ($)                                                                                VALUE
     -----------------------                                                                                -----

DEM            15,000,000     Maxwell Comm. Corp. PLC 6.000% due 06/15/93                            $        588,043 *
CHF             5,500,000     Maxwell Comm. Corp. PLC 5.000% due 06/16/95                                     265,380 *
                        0     MBO Properties Inc. Liquidating Trust                                                 0 *+
                  100,550     Timber Realization Liquidating Trust                                             26,143 *+
                                                                                                    ------------------

                              TOTAL COMPANIES IN LIQUIDATION                                         $        992,573
                              (Total Cost $448,355)                                                 ==================
                              


MUNICIPAL BONDS - 0.50%

     $            290,000     Broward County FL HFA Banyan Bay 6.900% due 04/01/07                   $        233,450 *
                  260,000     Broward County FL HFA Los Prados 8.875% due 10/01/07                            236,275 *
                                                                                                    ------------------

                              TOTAL MUNICIPAL BONDS                                                  $        469,725
                              (Total Cost $453,700)                                                 ==================
                              


WARRANTS AND RIGHTS - 0.14%

                   60,000     Five Arrows Chile Inv. Trust Warrants Exp. 5/31/99                     $         30,600
                  240,300     Jardine Strategic Holdings Warrants Exp. 5/02/98                                 91,314
                    1,000     Letchworth Indep Bancshares Warrants Exp. 12/31/97                                7,750
                       14     Louise's Inc. Warrants Exp. 11/18/98                                                  0 +
                                                                                                    ------------------

                              TOTAL WARRANTS AND RIGHTS                                              $        129,664
                              (Total Cost $78,393)                                                  ==================
                              


TEMPORARY INVESTMENTS - 8.77%

                              U S  GOVERNMENT OBLIGATIONS - 6.29%


     $          2,000,000     U S  Treasury Bill due 06/13/96                                        $      1,988,497
                4,000,000     U S  Treasury Bill due 08/15/96                                               3,941,783
                                                                                                    ------------------

                                                                                                            5,930,280

                                THE BAUPOST FUND
                             SCHEDULE OF INVESTMENTS

                                 APRIL 30, 1996
                                   (UNAUDITED)



        NUMBER OF SHARES,                                                                                   MARKET
     UNITS OR FACE VALUE ($)                                                                                VALUE
     -----------------------                                                                                -----




                              REPURCHASE AGREEMENT - 2.48%

                2,340,000     Repurchase Agreement with Chase Manhattan Bank
                              dated 04/30/96; collateralized by U.S. Government
                              and/or Federal agency securities; rate 5.10%;
                              matures 05/01/96; repurchase amount $2,340,332                         $      2,340,000
                                                                                                    ------------------

                              TOTAL TEMPORARY INVESTMENTS                                            $      8,270,280
                              (Total Cost $8,269,569)                                               ==================
                              


                              TOTAL INVESTMENTS - 97.63%                                             $     92,031,302
                              (Total Cost of Investments $88,464,465)                               ==================
                              
</TABLE>


*  Non-income producing security.

+  Restricted Securities - securities not registered under the Securities Act of
   1933. See Note D in the Notes to Financial Statements.

~  A portion of the  security  is serving as  collateral  or is  segregated  for
   securities sold short. (Allmerica Financial Corp. - $6,292,000, Maxxam Inc. -
   $3,185,000, Dart Group Corp. - $2,370,750)

The percentage shown for each  investment  category  is the total  value of that
   category expressed as a percentage of total net assets of the Fund.


                       See notes to financial statements.








                                THE BAUPOST FUND

                 SCHEDULE OF FORWARD FOREIGN CURRENCY CONTRACTS

                                 APRIL 30, 1996
                                   (UNAUDITED)

<TABLE>
<CAPTION>

                                                                                
                                                                                           MARKET                  UNREALIZED
                                                                                           VALUE                   GAIN/(LOSS)
                                                                                    ---------------------       ------------------

<S>                            <C>                                               <C>                         <C>  
          CONTRACTS TO SELL


   GBP              3,147,000    British Pound Sterling due 05/31/96              $            4,740,137      $             7,553
                                 (Receivable amount $4,747,690)

   CAD                129,000    Canadian Dollar due 06/18/96                                     94,765                     (529)
                                 (Receivable amount $94,236)

   FRF             43,795,100    French Franc due 05/31/96                                     8,481,797                   21,280
                                 (Receivable amount $8,503,077)

   ITL             25,796,000    Italian Lira due 05/31/96                                     1,647,590                   (1,072)
                                 (Receivable amount $1,646,518)

   SEK              1,383,656    Swedish Krona due 05/02/96                                      203,923                      458
                                 (Receivable amount $204,381)

   SEK             26,244,600    Swedish Krona due 05/13/96                                    3,865,830                   40,605
                                 (Receivable amount $3,906,435)
                                                                                -------------------------   ----------------------

                                 TOTAL CONTRACTS TO SELL                          $           19,034,042                   68,295
                                 (Receivable amount $19,102,337)                =========================   ----------------------
                                 


          CONTRACTS TO BUY


   GBP                191,900    British Pound Sterling due 05/31/96              $              289,047                     (103)
                                 (Payable amount $289,150)

   SEK              1,383,656    Swedish Krona due 05/13/96                                      203,813                     (477)
                                 (Payable amount $204,290)

   SEK              2,138,400    Swedish Krona due 05/13/96                                      314,986                   (2,195)
                                 (Payable amount $317,181)
                                                                                -------------------------   ----------------------

                                 TOTAL CONTRACTS TO BUY                           $              807,846                   (2,775)
                                 (Payable amount $810,621)                      =========================   ----------------------
                                 
                                                                                                              $            65,520
                                                                                                            ======================
</TABLE>


                       See notes to financial statements.




                                THE BAUPOST FUND

                       SCHEDULE OF SECURITIES SOLD SHORT

                                 APRIL 30, 1996
                                   (UNAUDITED)


<TABLE>
<CAPTION>

        NUMBER OF SHARES,                                                                                               MARKET
     UNITS OR FACE VALUE ($)                                                                                             VALUE
     -----------------------                                                                                             -----


        <S>            <C>                                                                                       <C> 
COMMON STOCK-9.65%
            
              18,400    Healthplan Services Corporation                                                           $       441,600 
             131,075    British Sky Broadcasting ADR (United Kingdom)                                                   5,668,994
              82,500    Fiat SPA (Italy)                                                                                  281,029
             195,450    Kaiser Aluminum Corporation                                                                     2,614,144
                 288    Sidel SA (France)                                                                                  68,532
                 604    Union Planters Corporation                                                                         18,195
                                                                                                                ------------------
                                                                                                               
                        TOTAL COMMON STOCK SOLD  SHORT                                                                  9,092,494
                        (Total Proceeds from Common Stock Sold Short $8,502,607)                               
                                                                                                               
                                                                                                               
                                                                                                               
PREFERRED STOCK-0.32%
                                                                                                               
              10,400    Unisys Corporation Series A                                                                       305,500
                                                                                                                ------------------
                                                                                                               
                        TOTAL PREFERRED STOCK SOLD  SHORT                                                                 305,500
                        (Total Proceeds from Preferred Stock Sold Short $312,108)                               ------------------
                                                      
                                                                                                               
                                                                                                               
                        TOTAL SECURITIES SOLD  SHORT - 9.97%                                                   
                        (Total Proceeds from Securities Sold Short $8,814,715)                                    $     9,397,994
                                                                                                                ==================
                                                                                                             


                        The percentage shown for each investment category is the
                        total value of that  category  expressed as a percentage
                        of total net assets of the Fund.


</TABLE>

                       See notes to financial statements.




                                THE BAUPOST FUND
                          NOTES TO FINANCIAL STATEMENTS

                                 APRIL 30, 1996
                                   (UNAUDITED)


NOTE A--ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

The Baupost Fund (the Fund) was  established as a  Massachusetts  business trust
under an  Agreement  and  Declaration  of Trust  dated  June  29,  1990,  and is
registered under the Investment  Company Act of 1940, as amended,  as a no-load,
nondiversified,   open-end  management  investment  company.  The  Fund  is  the
successor   organization   to  Baupost   Limited   Partnership   1985  E-1  (the
Partnership).

The Fund had no  operations  from the date of  organization,  other  than  those
relating  to  organizational  matters,  until  October 1, 1990,  when  shares of
beneficial  interest  were  issued at value,  to an  individual  who serves as a
Trustee and Vice-Chairman of the Fund. Limited operations ensued from October 1,
1990 until the  exchange of Fund shares for  Partnership  net assets on December
31, 1990.  Effective on December 31, 1990, all of the assets and  liabilities of
the  Partnership  were  transferred  to the  Fund  in  exchange  for  shares  of
beneficial  interest of the Fund (the Shares).  1,792,452.890  shares (after the
effect of the stock split on October 31, 1993) were received by the  Partnership
in the exchange (the Exchange) and  distributed  pro rata by the  Partnership to
its partners in liquidation of the Partnership,  after which the Partnership was
dissolved. As a result of the Exchange, each partner of the Partnership became a
shareholder of the Fund.  Significant  investment  activity commenced in January
1991.

The following is a summary of significant  accounting  policies  followed by the
Fund  in the  preparation  of  its  financial  statements.  The  preparation  of
financial statements in conformity with generally accepted accounting principles
requires  management  to make  estimates  and  assumptions  that may  affect the
reported  amounts of assets and  liabilities.  Actual  results could differ from
those estimates.

SECURITY  VALUATION:  Portfolio  securities,  options and futures  contracts for
which market  quotations are available and which are traded on an exchange or on
NASDAQ  are  valued  at the last  quoted  sales  price  or,  if there is no such
reported  sale that day,  at the  closing  bid price.  Securities,  options  and
forward contracts traded in the over-the-counter market (other than those traded
on NASDAQ) and other unlisted securities are valued at the most recent bid price
as  obtained  from one or more  dealers  that make  markets  in the  securities.
Portfolio securities which are traded both in the over-the-counter market and on
one or more  stock  exchanges  are valued  according  to the  broadest  and most
representative  market.  To the extent the Fund  engages in "naked"  short sales
(i.e., it does not own the underlying  security or a security  convertible  into
the underlying  security without the payment of any further  consideration)  the
Fund will  value  such  short  position  as  described  above,  except  that the
valuation,  where necessary, will be based on the asked price instead of the bid
price.  Other assets for which no quotations are readily available are valued at
fair value as determined in good faith in accordance with procedures  adopted by
the Trustees of the Fund. Determination of fair value is based upon such factors
as  are  deemed  relevant  under  the  circumstances,  including  the  financial
condition and operating results of the issuer,  recent third-party  transactions
(actual or proposed)  relating to such  securities  and, in extreme  cases,  the
liquidation value of the issuer.



 
                                THE BAUPOST FUND
                          NOTES TO FINANCIAL STATEMENTS

                                 APRIL 30, 1996
                                   (UNAUDITED)


NOTE A--ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES -- CONTINUED

Certain  investments  held by the  Fund  are  restricted  as to  public  sale in
accordance with the Securities Act of 1933.  Whenever possible,  such assets are
valued based on bid prices  obtained from reputable  brokers or market makers as
of the valuation  date. For assets not priced by brokers or market makers,  fair
value is  determined by The Baupost  Group,  Inc.  (Baupost) in accordance  with
procedures adopted by the Trustees of the Fund.

SHORT SALES:  The Fund is engaged in  short-selling  which obligates the Fund to
replace the  security  borrowed by  purchasing  the  security at current  market
value.  The  Fund  would  incur a loss if the  price of the  security  increases
between the date of the short sale and the date on which the Fund  replaces  the
borrowed  security.  The Fund would  realize a gain if the price of the security
declines between those dates. Until the Fund replaces the borrowed security, the
Fund  maintains  daily,  in a  segregated  account with its  custodian,  cash or
securities  sufficient to cover its short position.  At April 30,1996,  the Fund
has approximately $11.8 million of common stock in a segregated account relating
to its short  positions.  Securities sold short for which market  quotations are
available  are valued at the last quoted  sales  price.  If there is no reported
sale on the  valuation  date the closing asked price is used.  Short  securities
traded in the over-the-counter  market are valued at the most recent asked price
as obtained from one or more dealers that make markets in the securities.  Short
securities  which are traded both in the  over-the-counter  market and on one or
more  stock   exchanges   are  valued   according   to  the  broadest  and  most
representative market.

Securities  sold short at April 30,  1996 and their  related  market  values and
proceeds are set forth in the Schedule of Securities Sold Short.

FORWARD  FOREIGN  CURRENCY  CONTRACTS:  The Fund may enter into forward  foreign
currency  contracts for the purchase or sale of a specific foreign currency at a
fixed price on a future date.  The U.S.  dollar value of the currencies the Fund
has  committed  to buy or sell is  shown  in the  Schedule  of  Forward  Foreign
Currency  Contracts.  Losses may arise from  changes in the value of the foreign
currency or if the counterparties do not perform under the contracts' terms.

FOREIGN CURRENCY TRANSLATION:  The value of foreign securities, when held by the
Fund,  is  translated  into U.S.  dollars at the rate of  exchange on the day of
valuation.  Purchases  and sales of  foreign  securities,  as well as income and
expenses  relating to such  securities,  are translated into U.S. dollars at the
exchange rate on the dates of the transactions. The portion of both realized and
unrealized  gains and losses on  investments  that result from  fluctuations  in
foreign exchange rates is not separately disclosed.

SECURITIES  TRANSACTIONS  AND INVESTMENT  INCOME:  Securities  transactions  are
recorded on the trade date.  Gains and losses on securities  sold are determined
using the specific  identification  method.  Dividend  income is recorded on the
ex-dividend date or, for certain foreign dividends,  as soon as the Fund becomes
aware of the dividends.  Interest  income,  including  original issue  discount,
where applicable,  is recorded on an accrual basis,  except for bonds in default
for which there is some concern as to whether interest will be received in cash,
in which case interest is recorded when received.





                                THE BAUPOST FUND
                          NOTES TO FINANCIAL STATEMENTS

                                 APRIL 30, 1996
                                   (UNAUDITED)


NOTE A--ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES -- CONTINUED

FEDERAL  INCOME  TAXES AND  DISTRIBUTIONS:  The Fund is a  regulated  investment
company,  as defined under Subchapter M of the Internal Revenue Code (the Code).
By complying with Code provisions,  the Fund is relieved from federal income tax
provided  that  substantially  all of  its  taxable  income  is  distributed  to
shareholders. Therefore, no provision has been made for federal income taxes.

The Fund's income and capital gain  distributions  are  determined in accordance
with income tax regulations which may differ from generally accepted  accounting
principles.  These  differences  are  primarily  due to different  treatment for
certain of the Fund's  foreign  securities.  Differences  in the  recognition or
classification  of income between the financial  statements and tax earnings and
profits,  which result in temporary  overdistributions  for financial  statement
purposes are classified as distributions  in excess of net investment  income or
accumulated net realized gains.

NOTE B--INVESTMENT MANAGEMENT CONTRACT AND OTHER TRANSACTIONS WITH AFFILIATES

The  Fund  retains  Baupost  as  its  investment  adviser,  transfer  agent  and
administrator. Certain individuals who are officers and trustees of the Fund are
also officers, directors and shareholders of Baupost.

Effective January 1, 1991, the Fund began to pay Baupost a quarterly  management
fee  at an  annual  rate  of 1% of  average  net  assets  of  the  Fund  and  an
administrative fee at an annual rate of 0.25% of average net assets of the Fund,
to serve as transfer agent, dividend disbursing agent and administrator. Baupost
has  agreed  with the Fund to reduce  its  management  fee by up to 0.75% of the
Fund's  average net assets  until  further  notice to the extent that the Fund's
total annual  expenses  (including the management  fee,  administrative  fee and
certain other expenses,  but excluding  brokerage  commissions,  transfer taxes,
interest  and  expenses   relating  to  preserving   the  value  of  the  Fund's
investments)  would otherwise exceed 1.5% of the Fund's average net assets.  For
the purpose of determining the applicable  management and  administrative  fees,
average net assets is  determined by taking an average of the  determination  of
such net asset  values  during each quarter at the close of business on the last
business  day of each month  during  such  quarter  before any  month-end  share
purchases or redemptions.

Management and administrative fees for the period November 1, 1995 through April
30, 1996 amounted to $463,024 and $115,756, respectively, of which $4,432 of the
management fee was waived by Baupost.




                                THE BAUPOST FUND
                          NOTES TO FINANCIAL STATEMENTS

                                 APRIL 30, 1996
                                   (UNAUDITED)


NOTE C--INVESTMENT TRANSACTIONS

Purchases  and  proceeds  from  the  sale of  investment  securities  (excluding
short-term   investments)  for  the  period  ended  April  30,  1996  aggregated
$67,706,306 and $62,685,547, respectively.

For federal income tax purposes, the identified cost of investments at April 30,
1996 was  $90,407,775.  Net  unrealized  appreciation,  on a federal  income tax
basis, for all securities and securities sold short was as follows:

                                                    Six Months Ended
                                                     April 30, 1996
                                                     --------------

Gross unrealized appreciation                         $ 10,560,110
                                                      ------------
Gross unrealized depreciation                           (8,643,719)
                                                      ------------
Net unrealized appreciation                           $  1,916,391
                                                      ============

In the normal course of operations,  the Fund may enter into various contractual
commitments  involving forward settlement  including foreign currency contracts,
futures  contracts,  short  sales  of  securities  and  the  writing  of  option
contracts.  Commitments  involving  future  settlement  give rise to off balance
sheet market risk,  which  represents the potential  accounting loss that can be
caused by a change in the market  value of a particular  investment.  The Fund's
exposure to off balance  sheet market risk is determined by a number of factors,
including the size,  composition and  diversification  of positions held, market
volatility and relative levels of interest rates and foreign  currency  exchange
rates,  if applicable.  For securities  such as options,  the time period during
which the  options may be  exercised  and the  relationship  between the current
market price of the underlying instrument and the option's contractual strike or
exercise price may also affect the level of off balance sheet risk.

A significant  factor  influencing the overall level of off balance sheet market
risk to which the Fund is exposed is its use of hedging  strategies  to mitigate
such risk which may include the use of purchased index options. The Fund closely
monitors and manages its exposure to risk. In addition,  all positions involving
future  settlement are  collateralized  by cash balances or security deposits at
the broker through which the transaction was performed.

The Fund uses forward  foreign  currency  contracts to hedge  currency risk (See
Schedule of Forward Foreign Currency Contracts).  At April 30, 1996 the Fund had
no open positions in futures contracts which it had written.

Concentrations  of credit risk exist if a number of  companies in which the Fund
has  invested  are  engaged  in similar  activities  and have  similar  economic
characteristics  that would cause their ability to meet contractual  obligations
to be similarly affected by changes in economic or other conditions. To mitigate
its exposure to  concentrations of credit risk, the Fund invests in a variety of
industries located in diverse




                                THE BAUPOST FUND
                          NOTES TO FINANCIAL STATEMENTS

                                 APRIL 30, 1996
                                   (UNAUDITED)


NOTE C--INVESTMENT TRANSACTIONS- CONTINUED

 geographic areas.  While the portfolio is not concentrated in any one industry,
securities of distressed  companies,  many of which are  restricted as to resale
and which were purchased at a significant  discount,  are an important component
of the Fund's investments in bonds.


NOTE D--RESTRICTED SECURITIES

At April 30, 1996 the Fund held the following securities which are restricted as
to public sale in accordance with the Securities Act of 1933:

<TABLE>
<CAPTION>

                                                                                        Value at       Earliest Acquisition
                                                                     Cost            April 30, 1996             Date
                                                                     ----            --------------             ----
<S>                                                              <C>                   <C>                  <C>  
Purchased Bank Debt & Trade Claims:
Maxwell Communications Corporate Debt                             $  656,155            $1,077,142            11/22/93
Wheeling-Pittsburgh
    Nonrestricted Trade Claims                                             0                   875            05/11/89

Corporate Bonds:
Louise's Inc. 10.50% due 11/18/98                                  1,202,590               120,500            11/18/93
Chartwell Inc. 8.00% due 06/30/96                                      5,002                 4,702            12/21/95

Options:
Bear Stearns Basket #4 61.60 Put
     Expiring 08/30/96                                                 8,400                   600            02/16/96
Gold 550 Call Expiring 04/07/97                                        2,150                 1,000            11/06/95
Gold 555 Call Expiring 04/07/97                                        1,825                   900            11/08/95
Gold 555 Call Expiring 05/12/97                                        2,300                 1,150            11/08/95
Hills Stores Co. 18.15 Call Expiring 08/12/96                         74,357                   850            08/11/95
Philip Morris 50 Put Expiring 05/19/97                                61,200                 5,400            05/19/95
Philip Morris 50 Put Expiring 05/19/97                                52,830                 5,760            05/19/95
Philip Morris 50 Put Expiring 05/23/97                                33,335                 3,540            05/24/95

</TABLE>



                                THE BAUPOST FUND
                          NOTES TO FINANCIAL STATEMENTS

                                 APRIL 30, 1996
                                   (UNAUDITED)


NOTE D--RESTRICTED SECURITIES--CONTINUED

<TABLE>
<CAPTION>
 

Options: (continued)                                                                    Value at       Earliest Acquisition
                                                                     Cost            April 30, 1996             Date
                                                                     ----            --------------             ----
<S>                                                                 <C>                 <C>                  <C>
Philip Morris 50 Put Expiring 05/23/97                                 35,990               3,540             05/24/95
RJR Nabisco 25 Call Expiring 11/07/97                                 221,173             232,320             05/08/95
RJR Nabisco 25 Call Expiring 11/10/97                                 229,680             223,740             05/10/95
RJR Nabisco 25 Call Expiring 11/11/97                                 298,000             283,200             05/11/95
RJR Nabisco 25 Call Expiring 11/14/97                                 231,660             224,400             05/17/95
RJR Nabisco 30 Call Expiring 10/10/97                                 128,240             122,220             04/10/96
RJR Nabisco 30 Call Expiring 10/13/97                                 183,281             164,250             04/12/96
Russell 2000 281.97 Put Expiring 09/23/96                              87,913              18,300             09/21/95
Russell 2000 270.675 Put Expiring 10/18/96                            105,037              11,811             10/17/95
Russell 2000 267.00 Put Expiring 10/28/96                              82,884              10,517             10/25/95
Russell 2000 263.70 Put Expiring 10/28/96                             135,200              14,020             10/26/95
S & P 500 Index 482.31 Put Expiring 06/14/96                          130,331                 800             06/13/95
S & P 500 Index 491.085 Put Expiring 07/01/96                         117,860               1,800             06/30/95
S & P 500 Index 494.19 Put Expiring 06/27/96                          118,271               1,904             06/26/95
S & P 500 Index 505.575 Put Expiring 01/17/97                         170,820              20,351             07/17/95
S & P 500 Index 520.02 Put Expiring 10/11/96                          113,307              18,550             10/11/95
S & P 500 Index 554.229 Put Expiring 01/06/97                         107,909              61,537             01/05/96
S & P 500 Index 556.65 Put Expiring 01/27/97                           98,946              56,511             01/25/96
S & P 500 Index 556.75 Put Expiring 01/27/97                           80,698              45,284             01/24/96
S & P 500 Index 557.10 Put Expiring 01/27/97                          100,230              56,984             01/25/96
S & P 500 Index 581.31 Put Expiring 02/10/97                          204,200             191,330             02/07/96
S & P 500 Index 585.675 Put Expiring 02/10/97                         105,331             104,243             02/08/96
S & P 500 Index 585.81 Put Expiring 02/10/97                          210,670             209,056             02/08/96
S & P 500 Index 589.50 Put Expiring 02/18/97                          109,907             114,996             02/14/96
S & P 500 Index 583.99 Put Expiring 03/19/97                          126,999             103,412             03/18/96

Partnerships:
NCH Investors Fund, L.P.                                              150,000             150,000             12/18/95
New Century Capital Partners II, L.P.                                 485,480             485,480             11/30/95

</TABLE>


                                THE BAUPOST FUND
                          NOTES TO FINANCIAL STATEMENTS

                                 APRIL 30, 1996
                                   (UNAUDITED)



NOTE D--RESTRICTED SECURITIES--CONTINUED

<TABLE>
<CAPTION>
                                                                                          Value at       Earliest Acquisition
                                                                       Cost            April 30, 1996           Date
                                                                       ----            --------------           ----
<S>                                                                  <C>                  <C>                <C>  
Common Stock:
Basic Holdings Limited                                                346,885               517,354            07/06/95
The Homestake Oil & Gas Company                                       113,815               100,555            02/10/94
The Homestake Royalty Corporation                                     241,587               221,060            02/10/94

Companies in Liquidation:
Antonelli Liquidating Trust                                           345,777               106,553            12/02/93
Ehlco Liquidating Trust                                                 1,047                   315            01/30/89
MBO Properties Inc. Liquidating Trust                                       0                     0            11/25/92
Timber Realization Liquidating Trust                                        0                26,143            08/03/87

Warrants and Rights:
Louise's Inc. Warrants Expiring 11/18/98                                2,410                     0            11/18/93
                                                                   ----------              --------

TOTAL RESTRICTED SECURITIES                                        $7,321,682            $5,124,955
     (5.44% of Net Assets)                                         ==========            ==========
                       
</TABLE>

The Fund does not have the right to demand that such  securities be  registered.
The  Fund  does  not  anticipate  any  significant  costs  associated  with  the
disposition of these securities.

NOTE E--CAPITAL SHARE TRANSACTIONS

Transactions in capital shares were as follows:

<TABLE>
<CAPTION>

                                                      For the Six Months Ended                          For the Year Ended
                                                            April 30, 1996                               October 31, 1995
                                                            --------------                               ----------------
                                                    Shares                  Amount                 Shares                Amount
                                                    ------                  ------                 -------                ------
<S>                                               <C>                    <C>                      <C>                  <C>         
Shares sold                                       589,814.396            7,696,032.23             1,160,287.242        $ 14,670,652
Shares issued in
reinvestment of
dividends                                         454,829.173            5,799,072.03               798,660.448           9,823,524
Shares redeemed                                  (648,701.484)          (8,540,775.41)           (1,026,796.162)        (13,143,641)
                                                  -----------            -------------            -------------         ------------

NET INCREASE                                      395,942.085        $   4,954,328.85               932,151.528        $ 11,350,535
                                                  ===========            =============            =============         ============
</TABLE>





                                THE BAUPOST FUND
                              FINANCIAL HIGHLIGHTS


<TABLE>
<CAPTION>
                                                         Six Months                                                  Period Ended
                                                        Ended April 30,            Year ended October 31,             October 31, 
                                                             1996          1995      1994       1993         1992       1991(d)
                                                             ----          ----      ----       ----         ----       -------


<S>                                                         <C>          <C>       <C>         <C>         <C>         <C>
SELECTED PER SHARE DATA (a)

Net Asset Value, beginning of period                         $13.47       $14.33     $14.77      $12.56      $11.97      $10.04    
                                                             ------       ------     ------      ------      ------      ------    
Income from Investment Operations                                                                                     
    Net investment income                                      0.12         0.25       0.22        0.28        0.24        0.47
    Net realized and unrealized gain (loss)                    0.74         0.71       1.23        2.76        0.88        1.46
                                                               ----         ----       ----        ----        ----        ----
Total from investment operations                               0.86         0.96       1.45        3.04        1.12        1.93
                                                               ----         ----       ----        ----        ----        ----
Less Distributions                                                                                                    
    From net investment income                                 0.12         0.25       0.46        0.22        0.53         --
    In excess of net investment income                         0.16         0.08        --          --          --          --
    From net realized gain                                     0.65         1.49       1.43        0.61         --          --
                                                               ----         ----       ----        ----       ----         ----  
    Total distributions                                        0.93         1.82       1.89        0.83        0.53         --
                                                               ----         ----       ----        ----        ----        ----   
Net Asset Value, end of period                               $13.40       $13.47     $14.33      $14.77      $12.56      $11.97
                                                             ======       ======     ======      ======      ======      ======
Total Return                                                   5.10%(b)     7.91%     11.06%      25.45%       9.51%      19.21%(b)
                                                             
RATIOS AND SUPPLEMENTAL DATA                                 
Net Assets, end of period (in thousands)                     94,269       89,439     81,787      75,378      46,942      35,054
Ratio of expenses to average net assets                        1.53%(c)     1.54%      1.53%       1.51%       1.50%       1.50%(c)
Total expenses to average net assets                           1.54%(c)     1.54%      1.55%       1.63%       1.72%       2.01%(c)
Ratio of net investment income to                            
 average net assets                                            1.39%(c)     1.60%      1.32%       2.29%       2.07%       5.33%(c)
Ratio of net investment income excluding                     
 waiver of management fee to average                         
 net assets                                                    1.38%(c)     1.60%      1.30%       1.17%       1.85%       4.82%(c) 
Portfolio Turnover rate                                         177%         106%       161%        183%        137%        144%
                                                             
                                                             
     (a) All per share amounts reflect the effect of the ten-for-one share split
         as of the close of business October 31, 1993.

     (b) Total returns for periods of less than one year are not annualized.

     (c) Annualized.

     (d) For the period  January 1,  1991-October  31, 1991. For the period from
         June 29, 1990 (date of  organization)  to December 31, 1990, net income
         of  $2,993,  or $1.50 per share,  was  distributed  to the Fund's  sole
         shareholder.  Such distributions represented the net income of the Fund
         prior to the date shares of beneficial interest were issued.


</TABLE>


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