STRATUS FUND INC
N-30D, 1995-08-29
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                         STRATUS FUND, INC.



                          EQUITY INCOME

                      GOVERNMENT SECURITIES

                       CAPITAL APPRECIATION

                   INTERMEDIATE GOVERNMENT BOND




                          ANNUAL REPORT
                          JUNE 30, 1995


<PAGE>

                        TABLE OF CONTENTS


               Shareholder Letter.....................    1

               Comparison Graphs
                  Equity Income Portfolio.............    3
                  Government Securities Portfolio.....    3
                  Capital Appreciation Portfolio......    4
                  Intermediate Government Bond Portfolio  4

               Independent Auditors' Report...........    5

               Schedule of Investments
                  Equity Income Portfolio.............    6
                  Government Securities Portfolio.....   10
                  Capital Appreciation Portfolio......   11
                  Intermediate Government Bond Portfolio 13

               Statement of Assets and Liabilities....   14

               Statement of Operations................   15

               Statements of Changes in Net Assets
                  Equity Income Portfolio.............   16
                  Government Securities Portfolio.....   16
                  Capital Appreciation Portfolio......   17
                  Intermediate Government Bond Portfolio 17

               Financial Highlights
                  Equity Income Portfolio.............   18
                  Government Securities Portfolio.....   18
                  Capital Appreciation Portfolio......   19
                  Intermediate Government Bond Portfolio 20

               Notes to Financial Statements..........   21

<PAGE>


Stratus Fund, Inc.


Dear Shareholders:

      The stock and bond markets both have shown  substantial  improvement since
the  beginning  of 1995.  This is in contrast to the very  difficult  conditions
existing for financial markets in 1994.

      The  bond  market  began  its  current  rally  back in  mid-November  when
long-term  interest  rates started  receding from their peak of 8.15%.  Interest
rate declines were  continual  and  substantial  through the first six months of
1995.  The 30-year U.S.  Treasury Bond ended the fiscal year  yielding  6.62% on
June 30.

      The stock market rally began in mid-December of 1994,  benefiting from the
declining interest rate environment,  and the improvement in demand for domestic
stocks.  Greater  demand was  caused to a certain  extent by  Mexico's  currency
de-valuation  and the withdrawal of investment funds from the Mexican market and
other foreign markets around the world.  Good corporate  profitability  with low
inflation  joined  favorable  demand  patterns to keep the stock  market  moving
steadily  upward  throughout  the  first  six  months  of  1995.  The Dow  Jones
Industrial  Average  closed  the June 30 fiscal  year at 4556,  up more than 700
points from the end of 1994.

      The two bond funds,  managed by Stratus,  participated  in the bond market
rally over this  recent time  period.  The Stratus  Government  Securities  Fund
achieved  a total  rate of return  of 9.02%  this past  fiscal  year,  while the
Stratus Intermediate Government Bond Portfolio appreciated 7.85%. For comparison
purposes,  the Merrill Lynch U.S. Treasury Intermediate Term Index grew by 9.79%
during the recently completed fiscal year.



<PAGE>


      The strategy employed by the Intermediate  Government Bond Portfolio is to
buy only U.S.  Treasury  Obligations  or money  market  instruments  that invest
exclusively in U.S. Treasury  Obligations.  As a normal operating practice,  the
Intermediate  Government  Bond  Portfolio  invests  in  a  5-6  year  ladder  of
maturities.  The strategy for the Government Securities Portfolio is essentially
the same but with a 5-8 year  ladder  and the  ability  to  invest  in  non-U.S.
Government Obligations.

      The  two  Stratus  funds  investing  in  common  stocks  completed  a very
successful  fiscal year which also ended June 30, 1995. The sizable rally in the
stock market  allowed each fund to post results  reminiscent of some of the best
years of the 1980's. The buoyant stock market allowed each of the stock funds to
achieve returns in excess of 20%.

      The Equity  Income Fund  provided a total  return of 20.33% for the fiscal
year.  The  strategy  employed  in this  fund is to  invest  primarily  in large
capitalization  stocks  with an  emphasis on growth  companies.  The  transition
toward a greater portion of stocks  demonstrating  steady,  consistent growth is
causing above-average turnover at this time and may continue for a while.

      The  Capital  Appreciation  Fund  invests  in smaller  capitalized  stocks
demonstrating  favorable  stock  price  momentum.  The most  recently  completed
quarter  was an  excellent  one for the type of stocks  used in this fund.  As a
result,  the  performance  of this fund has improved  significantly.  The 16.50%
quarterly gain contributed  substantially to the fund out pacing the market over
the past year.  This stock fund,  with its higher beta,  should  remain the more
volatile of our two Stratus stock funds.

      We value highly your  continued  relationship  with the Stratus  Family of
Funds. Please call us with any questions or comments you may have.

July 13, 1995


<PAGE>



GRAPH

COMPARISON OF CHANGE IN VALUE OF $10,000 INVESTMENT IN
EQUITY INCOME PORTFOLIO AND THE  S&P 500 INDEX

AVG. ANNUAL RETURN                         06/30/95 VALUE
1 YEAR      20.33%            EQUITY INCOME   $12,029.22
INCEPTION   11.30%            S&P 500         $12,415.34


GRAPH

COMPARISON OF CHANGE IN VALUE OF $10,000 INVESTMENT IN
GOVERNMENT SECURITIES PORTFOLIO AND THE MERRILL
LYNCH U.S. TREASURY INTER-TERM  INDEX

AVG. ANNUAL RETURN                                  06/30/95 VALUE
1 YEAR      9.02%            GOVERNMENT SECURITIES      $10,529.01
INCEPTION   3.03%            MERRILL LYNCH U.S. TREASURY
                             INTER-TERM BOND            $10,672.61



Past  performance  is  not  predictive  of  future  performance.  Equity  Income
Portfolio  for the period  October 8, 1993  (inception)  through  June 30, 1995.
Government  Securities  Portfolio  for the period  October  8, 1993  (inception)
through June 30, 1995.



<PAGE>


COMPARISON OF CHANGE IN VALUE OF $10,000 INVESTMENT IN
CAPITAL APPRECIATION PORTFOLIO AND THE S&P 500 INDEX

AVG. ANNUAL RETURN                                     06/30/95 VALUE
1 YEAR       28.55%                 CAPITAL APPRECIATION   $11,505.41
INCEPTION     5.81%                 S&P 500                $13,408.24



GRAPH

COMPARISON OF CHANGE IN VALUE OF $10,000 INVESTMENT IN
INTERMEDIATE GOVERNMENT BOND PORTFOLIO AND THE MERRILL
LYNCH U.S. TREASURY INTER-TERM  INDEX

AVG. ANNUAL RETURN
06/30/95 VALUE
1 YEAR      7.85%            INTERMEDIATE GOVERNMENT BOND  $12,994.73
INCEPTION    6.55%           MERRILL LYNCH U.S. TREASURY 
                             INTER-TERM BOND               $13,702.14


Past performance is not predictive of future performance.  Capital  Appreciation
Portfolio  for the period  January 4, 1993  (inception)  through  June 30, 1995.
Intermediate  Government Bond Portfolio for the period May 15, 1991  (inception)
through June 30, 1995.

<PAGE>


                   INDEPENDENT AUDITORS' REPORT


The Board of Directors
SMITH HAYES Trust, Inc.

We have audited the accompanying statement of assets and liabilities,  including
the schedule of investments,  of SMITH HAYES Trust, Inc. (comprised respectively
of  the  Asset  Allocation,   Balanced,   Convertible,  Small  Cap,  Value,  and
Government/Quality  Bond  Portfolios)  as of June  30,  1995,  and  the  related
statements of operations and changes in net assets, and the financial highlights
for the year then ended. These financial statements and financial highlights are
the responsibility of the Trust's  management.  Our responsibility is to express
an opinion on these financial  statements and financial  highlights based on our
audit.  The  statement of changes in net assets for the year ended June 30, 1994
and the financial  highlights for the period July 1, 1990, (except for the Small
Cap Portfolio,  which  commenced  operations July 1, 1992) to June 30, 1994 were
audited by other  auditors  whose  report  dated  July 22,  1994,  expressed  an
unqualified opinion on such statements and such financial highlights.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards  require that we plan and perform the audit to obtain reasonable
assurance  about whether the financial  statements and financial  highlights are
free of material  misstatement.  An audit includes  examining,  on a test basis,
evidence supporting the amounts and disclosures in the financial statements. Our
procedures  included  confirmation  of  securities  owned as of June 30, 1995 by
correspondence  with the custodian and brokers. An audit also includes assessing
the accounting  principles used and significant  estimates made by management as
well as evaluating the overall financial statement presentation. We believe that
our audit provides a reasonable basis for our opinion.

In our opinion,  such  financial  statements  and financial  highlights  present
fairly,  in all  material  respects,  the  financial  position  of  each  of the
aforementioned  portfolios  constituting  SMITH HAYES Trust, Inc. as of June 30,
1995,  the results of its  operations,  the  changes in its net assets,  and the
financial  highlights  for the year then ended,  in  conformity  with  generally
accepted accounting principles.

Deloitte & Touche LLP
Lincoln, Nebraska
July 21, 1995



<PAGE>

                        STRATUS FUND, INC.
                     Schedule of Investments
                          June 30, 1995

                     EQUITY INCOME PORTFOLIO

                                               Percent
                                               of Net      Market
   Shares   Common Stock         94.27%        Assets       Value
- ---------   ----------------------------      ---------   --------

            Aerospace/Defense                   2.44%
            -----------------                   -----
   5,000    Boeing Company                             $   313,125
                                                        ----------

            Auto/Truck                          2.93%
            ----------                          -----
  12,600    Ford Motor Company                             374,850
                                                        ----------

            Beverages                           5.26%
            ---------                           -----
   7,000    Coca Cola Company                              446,250
   5,000    Pepsico, Inc.                                  228,125
                                                        ----------
                                                           674,375
                                                        ----------
            Broadcasting/Media                  1.85%
            ------------------                  -----
   2,200    Capital Cities/ABC, Inc.                       237,600
                                                        ----------

            Chemicals                           2.20%
            ---------                           -----
   4,100    Dupont (E.I.) De Nemours & Company             281,875
                                                        ----------

            Computers                           4.56%
            ---------                           -----
   1,000    International Business Machines Corporation     96,000
   5,400    Microsoft Corporation*                         488,025
                                                        ----------
                                                           584,025
                                                        ----------
            Cosmetics/Personal Care             1.39%
            -----------------------             -----
   4,000    Gillette Company                               178,500
                                                        ----------

            Electrical Equipment                2.68%
            --------------------                -----
   4,800    Emerson Electric Company                       343,200
                                                        ----------

            Electronics                        10.20%
            -----------                        ------
  10,000    General Electric Company                       563,750
   7,500    Intel Corporation                              474,844
   4,000    Motorola Incorporated                          268,500
                                                        ----------
                                                         1,307,094
                                                        ----------
* Indicates nonincome-producing security.


<PAGE>


                        STRATUS FUND, INC.
               Schedule of Investments (Continued)

                     EQUITY INCOME PORTFOLIO

                                               Percent
                                               of Net      Market
   Shares   Common Stock (Continued)           Assets       Value
- ---------   ----------------------------      ---------   --------
            Entertainment/Leisure               1.22%
            ---------------------               -----
   2,800    The Walt Disney Company                       $155,750
                                                           -------

            Environmental Control               1.77%
            ---------------------               -----
   8,000    Wmx Technologies, Inc.                         227,000
                                                           -------

            Financial Services                  6.99%
            ------------------                  -----
   6,800    Federal Home Loan Mortgage Corporation         467,500
   5,780    Hawkeye Bancorp                                127,160
   6,000    Reuters Holdings PLC (ADR)                     300,750
                                                           -------
                                                           895,410
                                                           -------
            Food Processing                     4.72%
            ---------------                     -----
   4,000    General Mills, Inc.                            205,500
  14,000    Sara Lee Corporation                           399,000
                                                           -------
                                                           604,500
                                                           -------
            Forest Products/Paper               1.87%
            ---------------------               -----
   4,000    Kimberly-Clark Corporation                     239,500
                                                           -------

            Household Products/Wares            2.80%
            ------------------------            -----
   5,000    Procter & Gamble Company                       359,375
                                                           -------

            Insurance                           1.67%
            ---------                           -----
   1,600    General Re Corporation                         214,200
                                                           -------

            Iron/Steel                          0.42%
            ----------                          -----
   1,000    Nucor Corporation                               53,500
                                                          --------

            Manufacturing                       2.32%
   5,200    Minnesota Mining & Manufacturing Company       297,700
                                                          --------




<PAGE>


                        STRATUS FUND, INC.
               Schedule of Investments (Continued)

                     EQUITY INCOME PORTFOLIO

                                              Percent
                                              of Net         Market
   Shares   Common Stock (Continued)           Assets        Value
- ---------   ----------------------------      ---------   --------
            Mining                              0.39%
            ------                              -----
   2,000    Barrick Gold Corporation                   $    50,500
                                                        ----------

            Oil/Gas                            11.23%
            -------                            ------
   4,300    Atlantic Richfield Company                     471,925
   6,300    Exxon Corporation                              444,937
   1,000    Mobil Corporation                               96,000
   3,500    Royal Dutch Petroleum-NY SHR ADR               426,563
                                                        ----------
                                                         1,439,425
                                                        ----------
            Pharmaceutical/Medical              8.97%
            ----------------------              -----
   5,000    Abbott Laboratories                            202,500
   3,800    American Home Products Corporation             294,025
   4,000    Bristol-Myers Squibb Company                   272,500
   4,000    Merck & Company, Inc.                          196,000
   2,000    Pfizer, Inc.                                   184,750
                                                        ----------
                                                         1,149,775
                                                        ----------
            Restaurant/Food Service             0.34%
            -----------------------             -----
   4,000    Darden Restaurants, Inc.*                       43,500
                                                        ----------

            Transportation                      2.16%
            --------------                      -----
   5,000    Union Pacific Corporation                      276,875
                                                        ----------

            Utilities                           4.49%
            ---------                           -----
  12,500    Allegheny Power System                         293,750
  10,000    Wisconsin Energy Corporation                   280,000
                                                        ----------
                                                           573,750
                                                        ----------

* Indicates nonincome-producing security.





<PAGE>


                        STRATUS FUND, INC.
               Schedule of Investments (Continued)

                     EQUITY INCOME PORTFOLIO

                                              Percent
                                               of Net        Market
   Shares   Common Stock (Continued)           Assets        Value
- ---------   ----------------------------      ---------   --------
            Utilities - Telecommunications      9.40%
            ------------------------------      -----
   4,600    Airtouch Telecommunications, Inc. *        $   131,100
   8,000    American Telephone & Telegraph Corporation     425,000
   8,000    GTE Corporation                                273,000
   6,000    SBC Communications, Inc.                       285,750
   3,000    Telefonos De Mexico-CL L ADR                    88,875
                                                        ----------
                                                         1,203,725
                                                        ----------


            Total Investments                  94.27%   12,079,129
            Cash Equivalents                    5.57%      714,025
            Net Receivables/(Payables)          0.16%       20,198
                                              -------   ----------
            TOTAL NET ASSETS                  100.00%  $12,813,352
                                              =======   ==========



* Indicates nonincome-producing security.


<PAGE>


                        STRATUS FUND, INC.
                     Schedule of Investments
                          June 30, 1995

                 GOVERNMENT SECURITIES PORTFOLIO

                                           Percent of
   Principal                               Net Assets            Market
      Amount     U.S. Government Securities    92.73%            Value
- ---------   ----------------------------      ---------         --------
     300,000     Federal Home Loan Bank, 7.70%, due 8/26/96         $   305,438
   1,000,000     Federal Home Loan Bank, 8.22%, due 12/22/97          1,010,156
     405,000     Federal National Mortgage Assn., 8.50%, 
                 due 6/10/96                                            414,909
     250,000     Federal National Mortgage Assn., 6.05%, 
                 due 1/12/98                                            250,195
     250,000     Federal National Mortgage Assn., 7.55%, 
                 due 4/22/02                                            266,614
     500,000     Federal National Mortgage Assn., 6.38%, 
                 due 6/25/03                                            490,224
     700,000     United States Treasury Note, 7.25%, due 11/15/96       712,906
     100,000     United States Treasury Note, 8.00%, due 1/15/97        103,125
     250,000     United States Treasury Note, 6.375%, due 6/30/97       252,539
      50,000     United States Treasury Note, 5.50%, due 9/30/97         49,609
     500,000     United States Treasury Note, 8.75%, due 10/15/97       530,156
   2,100,000     United States Treasury Note, 7.125%, due 10/15/98    2,175,469
     400,000     United States Treasury Note, 6.375%, due 7/15/99       405,313
   1,050,000     United States Treasury Note, 6.00%, due 10/15/99     1,050,984
   1,000,000     United States Treasury Note, 7.75%, due 11/30/99     1,066,875
   1,900,000     United States Treasury Note, 6.375%, due 1/15/00     1,929,094
     500,000     United States Treasury Note,  7.75%,  due  1/31/00     534,375 
     250,000     United States Treasury  Note,  7.75%,  due  2/15/012    70,156
     750,000     United States Treasury Note,  7.50%,  due  11/15/01    804,844 
     250,000     United States Treasury Note, 6.375%, due 8/15/02       252,892
                                                                      ---------




            Total Investments                               92.73%   12,875,873
            Cash Equivalents                                 5.89%      817,457
            Net Receivables/(Payables)                       1.38%      191,874
                                                          -------- ------------
            TOTAL NET ASSETS                               100.00%  $13,885,204
                                                           =======   ==========



<PAGE>


                        STRATUS FUND, INC.
                     Schedule of Investments
                          June 30, 1995

                  CAPITAL APPRECIATION PORTFOLIO

                                               Percent
                                               of Net       Market
   Shares   Common Stock         85.59%        Assets        Value
- ---------   ----------------------------      ---------   --------
            Auto/Truck/Parts                    2.43%
            ----------------                    -----
     500    Stewart & Stevenson Services, Inc.           $  18,187
                                                          --------


            Computers                          15.41%
            ---------                          ------
     700    Cadence Design Systems, Inc. *                  22,663
     600    EMC Corp./Mass. *                               14,550
     300    International Business Machines Corporation     28,800
     800    Seagate Technology, Inc.*                       31,400
     450    Silicon Graphics, Inc. *                        17,944
                                                          --------
                                                           115,357
                                                          --------

            Electronics                        16.01%
            -----------                        ------
     100    Hewlett-Packard Company                          7,450
     200    Nokia Corporation, PFD                          11,925
     650    Teradyne, Inc. *                                42,494
     500    Varian Association, Inc.                        27,625
     840    Vishay Intertechnology, Inc. *                  30,345
                                                          --------
                                                           119,839
                                                          --------

            Electronics/Semiconductors         16.88%
            --------------------------         ------
     700    Advanced Micro Devices, Inc.*                   25,463
     975    Analog Devices, Inc. *                          33,150
     300    Cypress Semiconductor Corporation *             12,150
   1,000    LSI Logic Corporation *                         39,125
     300    Micron Technology, Inc.                         16,462
                                                          --------
                                                           126,350
                                                          --------

* Indicates nonincome-producing security.


<PAGE>


                        STRATUS FUND, INC.
               Schedule of Investments (Continued)

                  CAPITAL APPRECIATION PORTFOLIO

                                               Percent
                                                of Net      Market
   Shares   Common Stock (Continued)           Assets        Value
- ---------   ----------------------------      ---------   --------
            Forest Products/Paper              14.15%
            ---------------------              ------
     750    Boise Cascade Corporation                   $   30,375
     650    Bowater, Inc.                                   29,169
     550    Champion International Corporation              28,669
     500    Federal Paper Board Company                     17,687
                                                          --------
                                                           105,900
                                                          --------
            Insurance                           1.99%
            ---------                           -----
     400    American Re Corporation                         14,900
                                                          --------

            Metals/Mining                       4.48%
     600    Potash Corporation of Saskatchewan, Inc.        33,525
                                                          --------
            Pharmaceutical/Medical              3.61%
            ----------------------              -----
     350    Medtronic, Inc.                                 26,993
                                                          --------

            Retail/Apparel                      4.52%
            --------------                      -----
     500    Barnes & Noble, Inc. *                          17,000
     600    Tommy Hilfiger Corporation*                     16,800
                                                          --------
                                                            33,800
                                                          --------
            Telecommunications                  2.67%
            ------------------                  -----
     550    Northern Telecom Ltd.                           20,075
                                                          --------

            Transportation                      3.44%
            --------------                      -----
     350    Delta Airlines, Inc.                            25,813
                                                          --------



            Total Investments                  85.59%      640,739
            Cash Equivalents                   14.40%      107,783
            Net Receivables/(Payables)          0.01%           66
                                              -------    ---------
            TOTAL NET ASSETS                  100.00%     $748,588
                                              =======      =======

* Indicates nonincome-producing security.


<PAGE>


                        STRATUS FUND, INC.
                     Schedule of Investments
                          June 30, 1995

              INTERMEDIATE GOVERNMENT BOND PORTFOLIO

                                           Percent of
   Principal                               Net Assets       Market
      Amount     U.S. Government Securities    95.45%        Value
- ---------   ----------------------------      ---------   --------
     100,000     United States Treasury Note, 4.375%, due 8/15/96   $    98,484
     400,000     United States Treasury Note, 7.00%, due 9/30/96        405,687
     100,000     United States Treasury Note, 7.25%, due 11/15/96       101,844
     300,000     United States Treasury Note, 6.125%, due 12/31/96      301,406
     600,000     United States Treasury Note, 8.00%, due 1/15/97        618,750
     100,000     United States Treasury Note, 6.25%, due 1/31/97        100,609
     250,000     United States Treasury Note, 7.375%, due 11/15/97      258,047
     200,000     United States Treasury Note, 7.875%, due 4/15/98       210,094
     950,000     United States Treasury Note, 7.125%, due 10/15/98      984,141
     700,000     United States Treasury Note, 6.375%, due 1/15/99       709,406
     550,000     United States Treasury Note, 6.00%, due 10/15/99       550,516
     400,000     United States Treasury Note, 6.375%, due 1/15/00       406,125
     500,000     United States Treasury Note, 7.125%, due 2/29/00       522,500
                                                                     ----------



            Total Investments                               95.45%    5,267,609
            Cash Equivalents                                 2.59%      142,801
            Net Receivables/(Payables)                       1.96%      108,021
                                                           -------   ----------
            TOTAL NET ASSETS                               100.00%   $5,518,431
                                                           =======    =========


<PAGE>



                               STRATUS FUND, INC.
                      Statement of Assets and Liabilities
                                 June 30, 1995


                                                                    Intermediate
                                       Equity   Government  Capital  Government
                                         Income   Securities Appreciati   Bond
                                      Portfolio  Portfolio  Portfolio Portfolio
                                     ----------  ---------  ---------  --------
Assets:
  Investments in securities,
    at market value (note 4)        $12,079,129 12,875,873   640,739  5,267,609
  Cash equivalents                      714,025    817,457   107,783    142,801
  Accrued interest and dividends 
   receivable                            32,553    207,207     1,342    114,672
                                         ------    -------     -----    -------
       Total assets                  12,825,707 13,900,537   749,864  5,525,082

Liability:
  Accrued expenses, including investment
    management and service fees payable to
    adviser/administrator (note 3)       12,355     15,333     1,276      6,651
                                         ------     ------     -----      -----
Net assets applicable to 
  outstanding capital                $12,813,352 13,885,204  748,588  5,518,431
                                     =========== ==========  =======  =========
stock

Net assets are represented by:
  Capital stock outstanding, at
    par (note 6)                          1,117      1,422        67        523
  Additional paid-in capital         11,178,769 14,117,685   649,783  5,585,585
  Accumulated undistributed net
    investment income (loss)              6,194      9,368  (22,234)      3,922
  Accumulated undistributed net 
    realized loss                      (124,061)  (309,473)  (50,218)  (117,831)
  Unrealized appreciation (note 5)    1,751,333     66,202   171,190     46,232
                                      ---------     ------   -------     ------
Total amount representing net asset
 applicable to shares outstanding   $12,813,352 13,885,204   748,588  5,518,431
                                    ========== ===========   =======  =========

Net asset value per share of
  outstanding capital stock              $11.47       9.77     11.23      10.56
                                         ======       ====     =====      =====

See accompanying notes to financial statements.


<PAGE>

                               STRATUS FUND, INC.
                            Statements of Operations
                            Year ended June 30, 1995



                                                                    Intermediate
                                       Equity   Government  Capital   Government
                                       Income   Securities Appreciatio   Bond
                                     Portfolio  Portfolio  Portfolio  Portfolio
                                     ---------- --------- ---------- ----------
Investment income:
    Dividends                          $340,818        -        5,857       -
    Interest                              9,619    726,635      1,537    366,676
                                          -----    -------      -----    -------
        Total investment income         350,437    726,635      7,394    366,676
                                        -------    -------      -----    -------
Expenses (note 3):
    Investment advisory fees             59,231     64,563      2,292     40,177
    Administration fees                  11,846     12,918        672      6,139
    Auditing                              5,326      5,660      5,928      6,138
    Custodial fees                          -          -        5,460      7,425
    Legal fees                            4,818      5,201        273      3,247
    Securities pricing                    4,056        897      4,064        -
    Other operating expenses             11,309     14,660      (635)      5,258
                                         ------     ------      -----      -----
        Total expenses                   96,586    103,899     18,054     68,384
                                         ------    -------     ------     ------
        Net investment income (loss)    253,851    622,736   (10,660)    298,292
                                        -------    -------   --------    -------
Realized and unrealized gain on
  investments (note 5):
    Net realized loss                  (17,840)  (295,308)   (13,631)  (125,724)
    Net unrealized appreciation
(depreciation):
      Beginning of period             (214,239)  (748,012)   (27,001)  (205,275)
      End of period                   1,751,333     66,202    171,190     46,232
                                      ---------     ------    -------     ------
        Net unrealized appreciation   1,965,572    814,214    198,191    251,507
                                      ---------    -------    -------    -------
        Net realized and unrealized
gain
          on investments              1,947,732    518,906    184,560    125,783
                                      ---------    -------    -------    -------
Net increase in net assets
     resulting from operations       $2,201,583  1,141,642    173,900    424,075
                                     ==========  =========    =======    =======


See accompanying notes to financial statements.


<PAGE>



                          STRATUS FUND, INC.
                 Statements of Changes in Net Assets
             Year  ended  June  30,  1995  and for the  period  from
      October 8, 1993 (commencement of operations) to June 30, 1994



                                           Equity                Government
                                           Income                Securities
                                          Portfolio               Portfolio
                                       1995       1994       1995       1994
                                      --------- ---------   --------  ---------
Operations:
    Net investment income             $253,851    228,358    622,736    340,567
    Net realized gain (loss)
     on investments                    (17,840)    12,157   (295,308)   (14,165)
    Unrealized appreciation 
     (depreciation)                   1,965,572  (214,239)    814,214  (748,012)
                                      ---------  ---------    -------  ---------
        Net increase (decrease) in
           net assets resulting
           from operations            2,201,583     26,276  1,141,642  (421,610)
                                      ---------     ------  ---------  ---------

Distributions to shareholders from:
    Net investment income              250,201    226,441    619,027    334,908
    Net realized gains                 118,377      -          -          -
                                      ---------  --------    -------   --------
        Total distributions            368,578    226,441    619,027    334,908
                                       -------    -------    -------    -------

Capital share transactions:
    Proceeds from sales              2,041,506 17,199,279  2,059,923 15,029,933
    Payment for redemptions         (4,313,318)(4,306,733)(1,782,550)(2,130,635)
    Reinvestment of net investment 
     income and net realized gain 
     distributions at net 
     asset value                       359,998    199,780    607,699    334,737
                                       -------    -------    -------    -------
        Total increase (decrease)
         from capital share
         transactions               (1,911,814)13,092,326    885,072 13,234,035
                                    ---------- ----------    -------  ---------
Total increase (decrease)
 in net assets                         (78,809)12,892,161  1,407,687 12,477,517

Net assets:
  Beginning of period                12,892,161      -    12,477,517       -
                                     ---------- --------- ----------  ---------
  End of period                    $12,813,352 12,892,161 13,885,204 12,477,517
                                   =========== ========== ========== ==========

See accompanying notes to financial statements.


<PAGE>


                               STRATUS FUND, INC.
                        Statements of Changes in Net Assets
                       Years ended June 30, 1995 and 1994



                                                                Intermediate
                                              Capital            Government
                                            Appreciation           Bond
                                             Portfolio           Portfolio
                                          1995       1994       1995      1994
                                          ------     ------    -------   -------
Operations:
    Net investment income (loss)        ($10,660)   (9,240)   298,292   351,468
    Net realized gain (loss) on          (13,631)  (18,103)  (125,724)    7,889
investments
    Unrealized appreciation              198,191    (5,385)    251,507 (439,644)
                                        -------    -------    ------- ---------
(depreciation)
        Net increase (decrease) in
          net assets
          resulting from operations      173,900   (32,728)    424,075  (80,287)
                                        -------   --------    -------  --------

Distributions to shareholders from:
    Net investment income                   -         -        301,006  350,048
    Net realized gains                    15,412      -          -          -
                                          ------ ----------    -------   -------
        Total distributions               15,412      -        301,006   350,048
                                          ------ ----------    -------   -------
   
Capital share transactions:
    Proceeds from sales                  3,759    295,460    400,683  3,397,148
    Payment for redemptions             (82,828) (192,378)(3,045,991)(2,259,113)
    Reinvestment of net investment income
     and net realized gain distributions 
     at net asset value                  15,412       -       265,902   319,349
                                         ------ ----------    -------   -------
          Total increase (decrease) 
            from capital
          share transactions            (63,657)  103,082 (2,379,406) 1,457,384
                                        -------   -------  ---------  ---------
Total increase (decrease) 
  in net assets                          94,831    70,354 (2,256,337) 1,027,049

Net assets:
  Beginning of period                   653,757    583,403  7,774,768 6,747,719
                                        -------    -------  --------- ---------
  End of period                        $748,588    653,757  5,518,431 7,774,768
                                       ========    =======  ========= =========

See accompanying notes to financial statements.


<PAGE>


                               STRATUS FUND, INC.
                              Financial Highlights
            Year ended June 30, 1995 and the period from October 8,
             1993 (commencement of operations) to June 30, 1994


                                             Equity                Government
                                             Income                Securities
                                           Portfolio                Portfolio
                                         1995      1994          1995      1994
                                       -------    -----          -----    -----
Net asset value:
  Beginning of period                   $9.84     10.00          9.40     10.00
                                        -----     -----          ----     -----

  Income (loss) from investment operations:
     Net investment income               0.22      0.19          0.45      0.27
     Net realized and unrealized gain
     (loss)on investments                1.72     (0.16)          0.37    (0.60)
                                         ----    ------          ----    ------
            Total income (loss) from
                  investment operations  1.94      0.03          0.82     (0.33)
                                         ----      ----          ----     ------
  Less distributions:
    Dividends from net investment income(0.22)    (0.19)        (0.45)    (0.27)
    Distributions from capital gains    (0.09)       -            -          -
                                        -----
            Total distributions         (0.31)    (0.19)        (0.45)    (0.27)
                                        ------    ------        ------    ------

  End of period                        $11.47      9.84          9.77      9.40
                                       ======      ====          ====      ====

Total return                            20.3%     (.03%)*       9.0%   (3.4%)*
                                        =====    ======         ====    ======  

Ratios/Supplemental data:
  Net assets, end of period       $12,813,352 12,892,161   13,885,204 12,477,517

  Ratio of expenses to average net      0.82%     0.76%**      0.80%     0.74%**
assets
  Ratio of net income to average net    2.14%     2.38%**     4.82%     3.89%**
assets
  Portfolio turnover rate              19.89%    10.05%        33.88%    17.36%


*Total return is not annualized.
**Annualized for those periods less than twelve months in duration.

See accompanying notes to financial statements.


<PAGE>




                               STRATUS FUND, INC.
                              Financial Highlights
     Years ended June 30, 1995 and 1994 and for the period from January 4,
               1993 (commencement of operations) to June 30, 1993


                                                            Capital
                                                          Appreciation
                                                           Portfolio
                                                     1995       1994      1993
                                                     ----       ----      ----
Net asset value:
  Beginning of period                               $8.95       9.40     10.00
                                                    -----       ----     -----

  Income (loss) from investment operations:
     Net investment loss                           (0.15)     (0.12)    (0.04)
     Net realized and unrealized gain (loss)         2.62     (0.33)    (0.56)
                                                     ----     ------    ------
on investments
       Total Income (loss) from investment           2.47     (0.45)    (0.60)
                                                     ----     ------    ------
operations

    Less distributions from capital gains          (0.19)        -          -
                                                   ------      -----     -----
  End of period                                    $11.23       8.95      9.40
                                                   ======       ====      ====

Total return                                        28.6%     (4.8%)    (6.0%)*
                                                    =====     ======    ======  

Ratios/Supplemental data:
  Net assets, end of period                      $748,588    653,757   583,403

  Ratio of expenses to average net assets           2.69%      2.13%     2.41%**
  Ratio of net loss to average net assets         (1.59%)    (1.27%)   (1.04%)**
  Portfolio turnover rate                         214.47%      9.09%     4.42%


*Total return is not annualized.
**Annualized for those periods less than twelve months in duration.
 See accompanying notes to financial statements.


<PAGE>





                               STRATUS FUND, INC.
                              Financial Highlights
          Years ended June 30, 1995, 1994, 1993, and 1992 and for the
     period from May 15, 1991 (commencement of operations) to June 30, 1991


                                             Intermediate
                                            Government Bond
                                               Portfolio
                               1995       1994       1993       1992      1991
                               ----       ----       ----       ----      ----
Net asset value:
  Beginning of period         $10.29      10.84      10.72      10.02     10.00
                              ------      -----      -----      -----     -----

  Income (loss) from
   investment operations:
     Net investment income      0.50       0.47       0.38       0.94      0.07
     Net realized and
      unrealized gain
       (loss) on investments    0.27     (0.55)       0.34       0.70     (0.05)
                                ----     ------       ----       ----    ------
       Total income (loss) from
         investment operations  0.77     (0.08)       0.72       1.64      0.02
                                ----     ------       ----       ----      ----

  Less distributions:
   Dividends from
   net investment income        (0.50)     (0.47)     (0.38)     (0.94)      - 
   Distributions from 
   capital gains                   -          -       (0.22)       -         -
                                -----      -----     ------       -----   ------
       Total distributions      (0.50)     (0.47)     (0.60)     (0.94)      -
                                ------     ------     ------     ------   -----

  End of period                $10.56      10.29      10.84      10.72     10.02
                               ======      =====      =====      =====     =====

Total return                   7.9%      (0.8%)        8.9%      11.4%     1.6%*
                                ====    ========       ====      =====     ====

Ratios/Supplemental data:
  Net assets, end of period $5,518,431 7,774,768  6,747,719  4,680,585 2,230,413

  Ratio of expenses to 
   average net assets        1.11%      1.05%      1.12%      1.04%     1.46% **
  Ratio of net income to
   average net assets        4.84%      4.41%      4.58%      5.31%     7.41% **
  Portfolio turnover rate   27.67%     21.02%     32.39%    205.89%       -

*Total return is not annualized.
**Annualized for those periods less than twelve months in duration.

See accompanying notes to financial statements.


<PAGE>



                        STRATUS FUND, INC.
                  Notes to Financial Statements
                          June 30, 1995

1.  Organization
    Stratus Fund, Inc. (the Fund) is registered under the Investment Company Act
    of 1940,  as  amended,  as a  diversified,  open-end  management  investment
    company.  The Fund issues its shares in series,  each series  representing a
    distinct portfolio with its own investment  objectives and policies. At June
    30, 1995,  the  following  series are presently  authorized  and have shares
    outstanding.

      Equity Income Portfolio                Capital Appreciation Portfolio
      Government                             Intermediate Government
       Securities Portfolio                    Bond Portfolio

2.  Summary of Significant Account Policies
    The following is a summary of significant  accounting  policies  employed by
    the Fund in preparing its financial statements.

    Valuation of Investments
    Investment  securities are carried at market  determined using the following
    valuation methods:

    o   Securities  traded on a national or regional  stock exchange or included
        in the NASDAQ National Market System are valued at the last quoted sales
        price.

    o   Securities  not listed on an exchange or securities for which the latest
        quoted  sales  price is not  readily  available  and  securities  traded
        over-the-counter  but not included in the NASDAQ  National Market System
        are valued at the mean of the closing bid and asked prices.

    o   Securities  including  bonds or other assets for which  reliable  recent
        market  quotations  are not readily  available are valued at fair market
        value as determined in good faith or under the direction of the Board of
        Directors.  Determination  of fair value  involves,  among other things,
        reference to market indices,  matrices and data from independent brokers
        and pricing services.

    All securities are valued in accordance with the above noted policies at the
    close of each business day.

   The Equity  Income and Capital  Appreciation  Portfolios  are  authorized  to
   engage in the purchase of exchange-traded  put and call options.  When a call
   option is purchased, an amount equal to the premium received by the Portfolio
   is included  by the  Portfolio  in the  Portfolio's  statement  of assets and
   liabilities as a liability.


<PAGE>


                               STRATUS FUND, INC.
                         Notes to Financial Statements

2.  Continued
    The amount of the liability is subsequently  marked to market to reflect the
    current value of the option written.  The current market value of the traded
    option is the last  sales  price on the  principal  exchange  on which  such
    options  are  traded,  or in the  absence of such a sale,  at the latest ask
    quotation.  When an option expires on its stipulated  expiration date or the
    Portfolio enters into a closing purchase transaction, the Portfolio realizes
    a gain (or loss if the cost of a closing  transaction  exceeds  the  premium
    received when the option was sold) without regard to any unrealized  gain or
    loss on the underlying security, and the liability related to such option is
    extinguished.  When an option is exercised, the Portfolio realizes a gain or
    loss from the sale of the  underlying  security and the  proceeds  from such
    sale are increased by the premium originally received.

    When a put option is  purchased,  an amount equal to the premium paid by the
    Portfolio  is included by the  Portfolio  in the  Portfolio's  statement  of
    assets and liabilities as an asset.  The amount of the asset is subsequently
    marked to market to reflect  the value of the option  written.  The  current
    market  value of a traded  option is the last sales  price on the  principal
    exchange on which such options are traded, or in the absence of such a sale,
    at the  latest  ask  quotation.  When an option  expires  on its  stipulated
    expiration  date or the Portfolio  enters into a closing sales  transaction,
    the Portfolio realized a gain (or loss if the cost of a closing  transaction
    is lower than the premium paid when the option was sold)  without  regard to
    any  unrealized  gain or  loss on the  underlying  security,  and the  asset
    related to such option is  extinguished.  When an option is  exercised,  the
    Portfolio  realizes a gain or loss from the sale of the underlying  security
    and the  proceeds  from such sale are  increased  by the premium  originally
    paid.

    At June 30, 1995, the Equity Income and Capital Appreciation  Portfolios had
    no such option contracts  outstanding nor were any written during the period
    June 30, 1995.

    At June 30,  1995,  the  cost of  investment  securities  is  identical  for
    financial reporting and income tax purposes.

    Security Transactions
    Security transactions are accounted for on the date securities are purchased
    or sold (trade date).  Dividend income is recognized on the ex-dividend date
    and interest  income,  including  amortization  of premium and discount,  is
    accrued daily on the straight-line basis.

    Realized   investment  gains  and  losses  are  determined  by  specifically
    identifying the issue sold.


<PAGE>


                               STRATUS FUND, INC.
                         Notes to Financial Statements

2.  Continued
    Federal Income Taxes
    It is the policy of each  Portfolio to comply with the  requirements  of the
    Internal  Revenue Code applicable to regulated  investment  companies and to
    distribute  virtually all of the taxable income  generated by the Portfolios
    to their  shareholders  within the time period  allowed by the Federal  law.
    Consequently,  no  liability  for Federal  income  taxes is  required.  Each
    Portfolio  is  treated  as a  separate  entity  for tax  purposes,  and on a
    calendar  basis,  will  distribute  substantially  all of its net investment
    income and realized  gains,  if any, to avoid payment of any Federal  excise
    tax. There will be no net realized gain distributions until the net realized
    loss carry forwards have been offset or expired. The losses will expire in 8
    years. Each Portfolio prepares its tax return on an accrual basis.

    Distribution to Shareholders
    Dividends  to  shareholders  are  recorded  on  the  ex-dividend   date.  In
    accordance  with  resolutions  enacted  by  the  Board  of  Directors,   the
    Government  Securities and Intermediate  Government Bond Portfolios  declare
    dividends monthly and the Equity Income and Capital Appreciation  Portfolios
    declare  dividends  semi-annually.  The dividends  declared  become  payable
    immediately.

    Cash Equivalents
    The Fund considers  investments with an original maturity of three months or
    less when purchased to be cash equivalents.

3.  Fees, Expenses and Related Party Transactions
    ---------------------------------------------
     The Fund and each of its  Portfolios  have  retained  Union  Bank and Trust
     Company (UBATCO) as their exclusive investment adviser and custodian of the
     Fund's assets (hereinafter,  the Adviser).  The agreement provides that the
     Capital Appreciation Portfolio will compensate the Adviser on a performance
     based scale, whereby the Portfolio will pay a fee which may be increased or
     decreased by up to 1.40% of the average  daily net assets during the latest
     12 months (a rolling  average  method),  depending upon the  performance of
     this Portfolio  relative to the S&P 500. The performance based scale became
     effective  January 1, 1994.  Prior to January 1, 1994, the fee was equal to
     1.40%.  For the year ended June 30, 1995,  the  annualized  fee ranged from
     zero to .16%. 

     Equity Income and Government  Securities  Portfolios will pay the Adviser a
     fee  equal  to  .50%  per  annum  of its  average  daily  net  assets.  The
     Intermediate Government Bond Portfolio will pay an advisory fee of .65% per
     annum of its average daily net assets.  These Portfolios do not participate
     in performance based compensation scales.


<PAGE>

                               STRATUS FUND, INC.
                         Notes to Financial Statements

3.  Continued
    The Fund and each of its Portfolios have retained UBATCO as the custodian of
    the Fund's  investments.  The agreement provides that the portfolios (except
    Equity Income and Government Securities Portfolios,  which pay no fee), will
    pay the  custodian an annual fee which is calculated  and billed  quarterly.
    The fee calculation does not include cash  equivalents.  The fee consists of
    an investment  transaction  charge of $12 for each  transaction,  the fee of
    $100 per account,  plus an additional fee calculated in accordance  with the
    following table.

           Net assets of:
            $0 - $10 million                 11 basis points
            $10 - $20 million                 6 basis points
            Over $20 million                2.5 basis points

    The Fund and each of its Portfolios have retained  Lancaster  Administrative
    Services,  Inc.  (the  Administrator)  to act as their  transfer  agent  and
    administrator  to provide all  necessary  recordkeeping  and share  transfer
    services for the Fund.  The agreement  provides that each Portfolio will pay
    an  administrative  fee to the  Administrator  equal  to .10%  per  annum of
    average daily net assets.

    Under the terms of the  advisory,  custodian and  administrative  agreements
    outlined  above,  the  Portfolios  collectively  incurred  $210,723 for such
    services.

    At June 30, 1995, the following accrued investment  advisory,  custodial and
    administrative fees were payable to the Adviser and Administrator.

                                         Payable to    Payable to
                                          Adviser    Administrator   Total
      Equity Income Portfolio             $5,097        $1,020      $6,117
      Government Securities Portfolio      5,655         1,131       6,786
      Capital Appreciation Portfolio         932            60         992
      Intermediate Government
        Bond Portfolio                     3,002           462       3,464
                                           =====        ======       =====

    Under the terms of the advisory  agreement,  the Adviser may be obligated to
    reimburse  a  Portfolio  up to the amount of the  Adviser's  fee paid to the
    Adviser if during any year the  expenses  of the  Portfolio,  including  the
    Adviser's  fee,  exceed  certain  limitations.  At June 30, 1995, no expense
    reimbursement was required.



<PAGE>


                               STRATUS FUND, INC.
                         Notes to Financial Statements

3.  Continued
    In addition to the amounts paid by the Portfolios under advisory, custodian,
    and  administration  agreements,  the Portfolios  primarily used SMITH HAYES
    Financial  Services  Corporation  (SMITH HAYES),  a company  related through
    common ownership and management,  to affect security trades on their behalf.
    As is  customary in the  industry,  the  investment  adviser  evaluates  the
    pricing and  ability to execute  the  transaction  in  selecting  brokers to
    affect trades. SMITH HAYES was paid commissions in the amount of $34,209 for
    their brokerage services during the period ended June 30, 1995.

4.  Investments
    Cost of investment  securities held at June 30, 1995 was as follows for each
    Portfolio:

        Equity Income Portfolio                $10,327,796
        Government Securities Portfolio         12,809,671
        Capital Appreciation Portfolio             469,549
        Intermediate Government Bond Portfolio   5,221,377
                                                ===========

5.  Securities Transactions
    Purchases of  securities  and  proceeds  from sales were as follows for each
    Portfolio:

                                            Purchases of   Proceeds
                                             Securities   from Sales
                                            -----------  -----------
     Equity Income Portfolio                $2,331,630    $4,752,162
     Government Securities Portfolio         4,498,784     4,207,082
     Capital Appreciation Portfolio          1,391,086     1,578,635
     Intermediate Government Bond Portfolio  1,662,092     3,981,283
                                             =========    ==========

    At June 30,  1995,  the  aggregate  gross  unrealized  appreciation  and the
    aggregate gross unrealized depreciation of securities in each Portfolio were
    as follows:

                                                  Aggregate Gross
                                                    Unrealized
                                            Appreciation   Depreciation
                                            ------------   ------------
      Equity Income Portfolio                $1,993,940      $242,607
      Government Securities Portfolio           253,464       187,262
      Capital Appreciation Portfolio            172,232         1,042
      Intermediate Government Bond Portfolio     61,642        15,410
                                              =========       =======



<PAGE>


                        STRATUS FUND, INC.
                  Notes to Financial Statements

6.  Capital Share Transactions
    The Fund is authorized to issue a total of 1 billion  shares of common stock
    in series with a par value of $.001 per share. The following  summarizes the
    shares of each  Portfolio  as of the close of business of the New York Stock
    Exchange at June 30, 1995:
                                             Authorized    Outstanding
                                             ----------    -----------
      Equity Income Portfolio                 20,000,000  1,117,154.599
      Government Securities Portfolio         10,000,000  1,421,842.934
      Capital Appreciation Portfolio          10,000,000     66,647.538
      Intermediate Government Bond Portfolio  10,000,000    522,762.320
                                              ==========  =============

    Transactions  in the capital  stock of each  Portfolio  for the period ended
    June 30, 1995 were as follows:
                                                      Government
                                      Equity Income   Securities
                                        Portfolio      Portfolio
                                       ----------     ----------
        Transactions in shares:
         Shares sold                  193,257.095    218,690.759
         Shares redeemed             (420,126.992)  (188,635.340)
         Reinvested dividends          34,358.294     64,445.828
                                       ---------    ------------
         Net increase (decrease)     (192,511.603)    94,501.247
                                      ==========    ============
                                                    Intermediate
                                         Capital      Government
                                      Appreciation       Bond
                                        Portfolio      Portfolio
        Transactions in shares:
         Shares sold                      411.863     39,151.437
         Shares redeemed               (8,525.348)  (298,027.816)
         Reinvested dividends           1,725.813     25,929.587
                                        ---------   ------------
         Net decrease                  (6,387.672)  (232,946.792)
                                        ==========   ============

    At June 30, 1995, directors, officers and employees of the Fund, the Adviser
    and  Administrator  and their immediate  families held the following in each
    Portfolio:

                                                   Shares        Value
                                                  ----------   --------
         Equity Income Portfolio                  21,124.881   $242,302
         Government Securities Portfolio          33,804.737    330,272
         Capital Appreciation Portfolio            6,424.988     72,153
                                                  ----------    -------
         Intermediate Government Bond Portfolio   12,132.689    128,121
                                                  ==========    =======


<PAGE>


                        STRATUS FUND, INC.
                  Notes to Financial Statements

6.  Continued
    At June 30,  1995,  UBATCO  held,  in nominee  name,  the  following in each
    Portfolio:

                                                   Shares         Value
                                                  --------     ---------
        Equity Income Portfolio                1,111,113.345 $12,744,470
        Government Securities Portfolio        1,421,880.119  13,891,769
        Capital Appreciation Portfolio            66,647.538     748,452
        Intermediate Government Bond Portfolio   518,745.088   5,477,948
                                               =============  ==========

7.  Business Changes
    In July of 1995, the Board of Directors of the Fund approved the appointment
    of Lancaster  Administrative  Services, Inc. successor to the transfer agent
    and administrative  services functions of SMITH HAYES Portfolio  Management,
    Inc.






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