STRATUS FUND INC
N-30D, 1996-08-23
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                               STRATUS FUND, INC.

                                Growth Portfolio
                         Government Securities Portfolio
                         Capital Appreciation Portfolio
                     Intermediate Government Bond Portfolio

                                  Annual Report
                                  June 30, 1996


<PAGE>




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

                  Comparison Graphs
                      Growth Portfolio...........................   3
                      Government Securities Portfolio............   3
                      Capital Appreciation Portfolio.............   4
                      Intermediate Government Bond Portfolio.....   4
                  Independent Auditors' Report...................   5

                  Schedule of Investments
                      Growth Portfolio...........................   6
                      Government Securities Portfolio............  10
                      Capital Appreciation Portfolio.............  11
                      Intermediate Government Bond Portfolio.....  14

                  Statement of Assets and Liabilities............  15

                  Statement of Operations........................  16

                  Statements of Changes in Net Assets
                      Growth Portfolio...........................  17
                      Government Securities Portfolio............  17
                      Capital Appreciation Portfolio.............  18
                      Intermediate Government Bond Portfolio.....  18

                  Financial Highlights
                      Growth Portfolio...........................  19
                      Government Securities Portfolio............  20
                      Capital Appreciation Portfolio.............  21
                      Intermediate Government Bond Portfolio.....  22

                  Notes to Financial Statements..................  23


<PAGE>


Stratus Fund, Inc.


Dear Shareholders:

        The economy is growing at a somewhat  faster  pace than  expected at the
beginning  of the year.  Domestic  Product for the 1st Quarter of 1996  recorded
growth of 2.2% as compared to 1.5%  forecast.  Momentum  continued in the second
quarter and based upon recent economic indicators,  3.5% to 4.0% GDP gains could
result for the quarter  just  completed.  Despite  these  upward  revisions  and
continuing signs of strength,  the consensus forecast calls for economic slowing
during the second half of 1996.

        Against this economic  back drop,  the stock and bond markets have acted
independently  and gone their separate ways.  Faster  economic growth has led to
significantly  higher  interest rates than existed at the beginning of 1996. For
example,  the 30 year U.S.  Treasury Bond began the year yielding 6.06%. On June
30, 1996 that same bond yielded 6.89%. This resulted in flat to negative returns
for bonds and bond funds so far in 1996.

        The short  end of the yield  curve  has not  changed  as much;  however,
forecasts  for short  term  interest  rates have  shifted  180  degrees.  At the
beginning of the year, and much of the first quarter,  the bond market  expected
the economy to remain weak and  expected the Federal  Reserve  Board to continue
easing  resulting in lower short term interest  rates.  At the end of the second
quarter, psychology had shifted as to when the Fed would tighten and force rates
up and whether the rate hike would be 25 or 50 basis points.

        The stock market  continued to perform  quite well during the first half
of 1996 despite  fighting the head wind of higher  interest  rates.  Stocks were
helped  significantly by the unprecedented  inflows of cash earmarked for common
stocks and particularly  stock mutual funds.  Over $25 billion flowed into stock
mutual funds in January and February. The Standard and Poor's 500 Index achieved
a total rate of return of 10.1%,  including  reinvestment of dividends,  for the
first six months of 1996. The Dow Jones  Industrial  Index stood at 5654 on June
30, not too far below the all time high of 5778 established during mid-May.

        The two bond funds,  managed by Stratus,  performed  similarly  to other
bond funds with the same investment objective. The Stratus Government Securities
Fund  achieved a total rate of return of 3.7% this past fiscal  year,  while the
Stratus Intermediate  Government Bond Portfolio appreciated 4.1%. For comparison
purposes,  the Merrill Lynch U.S. Treasury  Intermediate Term Index grew by 4.9%
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 1-5 year ladder of
maturities.

        The strategy for the Government  Securities Portfolio is essentially the
same regarding the use of high quality government securities. It differs in that
bonds as long as ten years may be used and the average  maturity will  generally
be greater. Emphasis will be on total return as opposed to income generation and
the average  maturity will vary with existing and  anticipated  interest  rates.
This fund has 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,  1996.  The sizable  rally in
the stock  market  allowed  each fund to post very good  results.  The  buoyant
stock market  allowed  each of the stock funds to achieve  returns in excess of
20%.

        The Stratus  Growth  Fund,  formerly  known as the Equity  Income Fund,
provided a total  return of 22.6% 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 14.2% gain
over the last six months  contributed  substantially  to the fund out pacing the
market over the past year.  The Stratus  Capital  Appreciation  Fund  achieved a
26.0% gain for the past  fiscal  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 12, 1996


<PAGE>



  [GRAPHIC OMITTED]

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

AVG. ANNUAL RETURN                         06/30/96 VALUE
1 YEAR      22.58%            EQUITY INCOME   $14,754.25
INCEPTION   15.32%            S&P 500         $15,644.50


  [GRAPHIC OMITTED]

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                                  06/30/96 VALUE
1 YEAR      3.68%            GOVERNMENT SECURITIES      $10,918.07
INCEPTION   3.27%            MERRILL LYNCH U.S. TREASURY
                             INTER-TERM BOND            $11,194.76



Past  performance  is  not  predictive  of  future  performance.  

Equity  Income Portfolio  for the period  October 8, 1993  (inception)  through
June 30, 1996.

Government  Securities  Portfolio  for the period  October  8, 1993  (inception)
through June 30, 1996.



<PAGE>
  [GRAPHIC OMITTED]

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

AVG. ANNUAL RETURN                                     06/30/96 VALUE
1 YEAR       26.04%                 CAPITAL APPRECIATION   $14,510.60
INCEPTION    11.27%                 S&P 500                $16,895.65



  [GRAPHIC OMITTED]

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                              06/30/96 VALUE
1 YEAR       4.13%            INTERMEDIATE GOVERNMENT BOND  $13,532.93
5 YEAR       6.19%             MERRILL LYNCH U.S. TREASURY 
INCEPTION    6.07%            INTER-TERM BOND               $14,372.51


Past performance is not predictive of future performance. 
Capital  Appreciation Portfolio  for the period  January 4, 1993  (inception)  
through  June 30, 1996.

Intermediate  Government Bond Portfolio for the period May 15, 1991  (inception)
through June 30, 1996.


<PAGE>


                          INDEPENDENT AUDITORS' REPORT


The Board of Directors and Shareholders
Stratus Fund, Inc.


We have audited the accompanying statement of assets and liabilities,  including
the schedule of investments of Stratus Fund, Inc. (comprised respectively of the
Growth (formerly Equity Income),  Government  Securities,  Capital Appreciation,
and  Intermediate  Government Bond  Portfolios) as of June 30, 1996, 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 Fund'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, 1995,
and financial highlights for the years ended June 30, 1995, 1994, 1993, and 1992
for the  Intermediate  Government Bond  Portfolio,  for the years ended June 30,
1995 and 1994 and the period from January 4, 1993  (commencement  of operations)
to June 30, 1993 for the Capital Appreciation Portfolio, for the year ended June
30, 1995 and the period from October 8, 1993  (commencement  of  operations)  to
June 30, 1994 for the Growth and Government  Securities  Portfolios were audited
by other  auditors  whose report dated July 21, 1995,  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, 1996 by
correspondence  with  the  custodian.  An  audit  also  includes  assessing  the
accounting  principles used and significant estimates made by management as well
as evaluating the overall financial statement presentation.  We believe that our
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 Stratus Fund, Inc. as of June 30, 1996,
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 22, 1996


<PAGE>
                               STRATUS FUND, INC.
                            Schedule of Investments
                                 June 30, 1996

                                GROWTH PORTFOLIO

                                                         Percent
                                                         of Net           Market
    Shares               Common Stock 90.20%             Assets            Value
- --------------------------------------------------------------------------------

               Chemicals                                  6.81%
               ------------------------------------------------
    8,000      Air Product & Chemical, Inc.                          $   462,000
    4,000      Dupont (E.I.) De Nemours & Company                        316,500
   14,000      Morton International, Inc.                                521,500
   12,000      Nalco Chemical Company                                    378,000
                                                                      ----------
                                                                       1,678,000
                                                                      ----------
               Commercial Services                        1.79%
               ------------------------------------------------
   15,000      Olsten Corporation                                        440,625
                                                                      ----------

               Computers                                  7.64%
               ------------------------------------------------
    8,000      Cisco Systems, Inc.*                                      453,000
    4,000      International Business Machines Corporation               396,000
    4,000      Microsoft Corporation*                                    480,500
   14,000      Oracle Corporation*                                       552,125
                                                                      ----------
                                                                       1,881,625
                                                                      ----------

               Cosmetics/Personal Care                    1.77%
               ------------------------------------------------
    7,000      Gillette Company                                          436,625
                                                                      ----------

               Electrical Equipment                       3.99%
               ------------------------------------------------
   11,000      AMP, Inc.                                                 441,375
    6,000      Emerson Electric Company                                  542,250
                                                                      ----------
                                                                         983,625
                                                                      ----------

               Electronics                                8.00%
               ------------------------------------------------
    8,000      General Electric Company                                  692,000
    4,000      Hewlett-Packard, Inc.                                     398,500
    6,000      Intel Corporation                                         440,625
    7,000      Motorola, Inc.                                            440,125
                                                                      ----------
                                                                       1,971,250
                                                                      ----------

* Indicates nonincome-producing security.


<PAGE>
                               STRATUS FUND, INC.
                      Schedule of Investments (Continued)

                                GROWTH PORTFOLIO

                                                        Percent
                                                         of Net           Market
    Shares             Common Stock (Continued)          Assets            Value

               Entertainment/Leisure                      2.11%
               ------------------------------------------------
   18,000      Carnival Corporation Class A                          $   519,750
                                                                      ----------

               Financial Services                         3.38%
               ------------------------------------------------
    6,000      Barnett Bank, Inc.                                        366,000
   10,476      Mercantile Bancorporation                                 466,182
                                                                      ----------
                                                                         832,182
                                                                      ----------

               Food/Beverage/Tobacco                      8.49%
               ------------------------------------------------
   10,000      Coca Cola Company                                         488,750
   16,000      Pepsico, Inc.                                             566,000
   14,000      Sara Lee Corporation                                      453,250
   17,000      Sysco Corporation                                         582,250
                                                                      ----------
                                                                       2,090,250
                                                                      ----------

               Forest Products/Paper                      2.20%
               ------------------------------------------------
    7,000      Kimberly-Clark Corporation                                540,750
                                                                      ----------

               Household Products/Ware                    2.06%
               ------------------------------------------------
    6,000      Colgate-Palmolive Company                                 508,500
                                                                      ----------

               Insurance                                  3.88%
               ------------------------------------------------
   10,000      American General Corporation                              363,750
    6,000      American International Group, Inc.                        591,750
                                                                      ----------
                                                                         955,500
                                                                      ----------

<PAGE>

                               STRATUS FUND, INC.
                      Schedule of Investments (Continued)

                                GROWTH PORTFOLIO

                                                        Percent
                                                         of Net           Market
    Shares               Common Stock (Continued)          Assets          Value
- --------------------------------------------------------------------------------

               Machine/Tools                              1.87%
               ------------------------------------------------
   10,000      Dover Corporation                                     $   461,250
                                                                      ----------

               Manufacturing                              1.99%
               ------------------------------------------------
   12,000      Tyco International, Ltd.                                  489,000
                                                                      ----------

               Metals/Mining                              1.86%
               ------------------------------------------------
    8,000      Aluminum Company of America                               459,000
                                                                      ----------

               Office/Business                            1.96%
               ------------------------------------------------
    9,000      Xerox Corporation                                         481,500
                                                                      ----------

               Oil/Gas                                   10.22%
               ------------------------------------------------
    4,000      Atlantic Richfield Company                                474,000
    6,300      Exxon Corporation                                         547,313
    4,000      Mobil Corporation                                         448,500
   15,000      Questar Corporation                                       510,000
    3,500      Royal Dutch Petroleum Company (ADR)                       538,125
                                                                      ----------
                                                                       2,517,938
                                                                      ----------

               Pharmaceutical/Medical                     6.22%
               ------------------------------------------------
   10,000      Johnson & Johnson                                         495,000
    7,000      Lilly (Eli) & Company                                     455,000
    9,000      Merck & Company, Inc.                                     581,625
                                                                      ----------
                                                                       1,531,625
                                                                      ----------

               Publishing/Printing                        1.77%
               ------------------------------------------------
    6,000      Reuters Holdings PLC (ADR)                                435,000
                                                                      ----------


<PAGE>
                               STRATUS FUND, INC.
                      Schedule of Investments (Continued)

                                GROWTH PORTFOLIO

                                                        Percent
                                                         of Net           Market
    Shares             Common Stock (Continued)          Assets            Value
- --------------------------------------------------------------------------------

               Restaurant/Food Service                    1.90%
               ------------------------------------------------
   10,000      McDonald's Corporation                                $   467,500
                                                                      ----------

               Retail/Retail Store                        4.11%
               ------------------------------------------------
   15,000      Pep Boys-Manny Moe & Jack                                 510,000
   15,000      Walgreen Company                                          502,500
                                                                      ----------
                                                                       1,012,500
                                                                      ----------

               Utilities                                  6.18%
               ------------------------------------------------
   17,000      Allegheny Power System, Inc.                              524,875
   20,000      Kansas City Power & Light Company                         550,000
   20,000      PacifiCorp                                                445,000
                                                                      ----------
                                                                       1,519,875
                                                                      ----------


  Principal
    Amount              U.S. Government Securities        4.02%
- ------------         ------------------------------------------

 1,000,000     U.S. Treasury Bill, due 9/12/96                           989,820
                                                                      ----------


        Total Investment in Securities (cost $19,683,951) 94.22%      23,203,690
        Cash Equivalents                                   4.38%       1,079,274
        Other Assets, Less Liabilities                     1.40%         345,019
                                                          ------      ----------
           NET ASSETS                                    100.00%     $24,627,983
                                                         =======      ==========


See accompanying notes to financial statements.


<PAGE>
                               STRATUS FUND, INC.
                            Schedule of Investments
                                 June 30, 1996


                        GOVERNMENT SECURITIES PORTFOLIO


      Principal                                      Percent of           Market
        Amount                                       Net Assets            Value
- --------------------------------------------------------------------------------

                          U.S. Government Securities   89.08%
                       ------------------------------------------

      1,000,000     Federal Farm Credit Bank, 5.87%, due 1/21/03      $  950,463
        500,000     Federal Farm Credit Bank, 6.05%, due 3/10/03         472,813
        300,000     Federal Home Loan Bank, 7.70%, due 8/26/96           301,012

        750,000     Federal National Mortgage Assn., 6.05%, due 1/12/98  749,180
      1,000,000     Federal National Mortgage Assn., 6.20%, due 6/06/00  985,000
      2,000,000     Federal National Mortgage Assn., 6.35%, due 6/10/051,912,500

        700,000     United States Treasury Note, 7.25%, due 11/15/96     704,375
      1,500,000     United States Treasury Note, 5.625%, due 10/31/97  1,493,438
      2,000,000     United States Treasury Note, 7.125%, due 10/15/98  2,040,000
      2,000,000     United States Treasury Note, 6.375%, due 7/15/99   2,003,437
      1,000,000     United States Treasury Note, 7.75%, due 11/30/99   1,041,406
      2,000,000     United States Treasury Note, 6.375%, due 1/15/00   1,999,375
      2,000,000     United States Treasury Note, 5.75%, due 10/31/00   1,947,500
      2,000,000     United States Treasury Note, 5.50%, due 12/31/00   1,927,187
      2,000,000     United States Treasury Note, 6.50%, due 5/31/01    2,000,312
                                                                      ----------
                                                                      20,527,998
                                                                      ----------


          Total Investment in Securities (cost $20,810,534) 89.08%    20,527,998
           Cash Equivalents                                  9.48%     2,183,899

           Other Assets, Less Liabilities                    1.44%       331,266
                                                            ------   -----------
           NET ASSETS                                      100.00%   $23,043,163
                                                           =======    ==========


See accompanying notes to financial statements.


<PAGE>


                               STRATUS FUND, INC.
                            Schedule of Investments
                                 June 30, 1996

                         CAPITAL APPRECIATION PORTFOLIO

                                                        Percent
                                                         of Net           Market
    Shares            Common Stock 87.12%                Assets            Value
- --------------------------------------------------------------------------------

               Chemicals                                  2.42%
               ------------------------------------------------
    3,000      Mississippi Chemical Corporation                         $ 60,000
                                                                         -------

               Commercial Services                        3.73%
               ------------------------------------------------
    1,000      Manpower, Inc.                                             39,250
    1,900      Robert Half International, Inc. *                          52,962
                                                                         -------
                                                                          92,212
                                                                         -------

               Computers                                  6.80%
               ------------------------------------------------
    1,575      Cadence Design Systems, Inc. *                             53,156
      650      Sterling Software, Inc. *                                  50,050
    1,700      Storage Technology Corporation *                           65,025
                                                                         -------
                                                                         168,231
                                                                         -------

               Electronics                                2.36%
               ------------------------------------------------
    1,700      Checkpoint Systems, Inc. *                                 58,438
                                                                         -------

               Entertainment/Leisure                      2.58%
               ------------------------------------------------
    1,600      MGM Grand, Inc. *                                          63,800
                                                                         -------

               Environmental Control                      5.46%
               ------------------------------------------------
    2,100      US Filter Corporation *                                    72,975
    2,100      USA Waste Services, Inc. *                                 62,213
                                                                         -------
                                                                         135,188
                                                                         -------

               Financial Services                         2.09%
               ------------------------------------------------
      850      First Union Corporation                                    51,744
                                                                         -------


* 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
- --------------------------------------------------------------------------------

               Grocery Store                              2.52%
               ------------------------------------------------
    1,900      Great Atlatic & Pacific Tea Company, Inc.               $  62,463
                                                                         -------

               Lodging                                    3.11%
               ------------------------------------------------
    1,100      HFS, Inc. *                                                77,000
                                                                         -------

               Machinary/Equipment                        3.25%
               ------------------------------------------------
    1,000      Case Corporation                                           48,000
    2,000      Giddings Lewis, Inc.                                       32,500
                                                                         -------
                                                                          80,500
                                                                         -------

               Medical Supplies/Services                  3.90%
               ------------------------------------------------
    1,000      Healthsouth Corporation *                                  36,000
    1,950      U.S. Surgical Corporation                                  60,450
                                                                         -------
                                                                          96,450
                                                                         -------

               Metals/Mining                              2.68%
               ------------------------------------------------
    1,000      Potash Corporation of Saskatchewan, Inc.                   66,250
                                                                         -------

               Oil/Gas                                   22.25%
               ------------------------------------------------
    2,100      Baker Hughes, Inc.                                         69,037
    1,300      Cooper Camero Corporation *                                56,875
    2,200      Ensco International, Inc. *                                71,500
    1,900      Noble Affiliates, Inc.                                     71,725
    2,300      Reading & Bates Corporation *                              50,887
    4,000      Rowen Companies, Inc. *                                    59,000
    1,150      Sonat Offshore Drilling Company                            58,075
    1,500      Tidewater, Inc.                                            65,813
      950      Tosco Corporation                                          47,738
                                                                         -------
                                                                         550,650
                                                                         -------

* 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
- --------------------------------------------------------------------------------

               Real Estate                                2.19%
               ------------------------------------------------
    1,700      Developers Diversified Realty Corporation              $   54,188
                                                                         -------


               Retail/Apparel                            15.98%
               ------------------------------------------------
    1,300      Barnes & Noble, Inc. *                                     46,637
      650      Boise Cascade Office Products Corporation *                22,506
    1,300      Compusa, Inc. *                                            44,363
    1,600      Gap, Inc. *                                                51,400
      700      Home Depot, Inc.                                           37,800
    1,000      Tiffany & Company                                          73,000
    1,600      TJX Companies, Inc.                                        54,000
      800      Tommy Hilfiger Corporation*                                42,900
      900      Wal-Mart Stores, Inc.                                      22,837
                                                                         -------
                                                                         395,443
                                                                         -------

               Telecommunications                         2.92%
               ------------------------------------------------
    2,300      LCI International, Inc.*                                   72,162
                                                                         -------


               Transportation                             2.88%
               ------------------------------------------------
    1,150      Continental Airlines Class B *                             71,012
                                                                         -------



         Total Investment in Securities (cost $1,967,695)  87.12%      2,155,731
         Cash Equivalents                                  12.92%        319,650
         Other Assets, Less Liabilities                    ( .04%)        ( 911)
         NET ASSETS                                       100.00%     $2,474,470
                                                         =======       =========


* Indicates nonincome-producing security.

See accompanying notes to financial statements.


<PAGE>


                               STRATUS FUND, INC.
                            Schedule of Investments
                                 June 30, 1996

                     INTERMEDIATE GOVERNMENT BOND PORTFOLIO


      Principal                                      Percent of           Market
        Amount                                       Net Assets            Value
- --------------------------------------------------------------------------------

                          U.S. Government Securities     93.30%
                  ---------------------------------------------

        100,000     United States Treasury Note, 4.375%, due 8/15/96   $  99,875
        400,000     United States Treasury Note, 7.00%, due 9/30/96      401,563
        100,000     United States Treasury Note, 7.25%, due 11/15/96     100,625
        300,000     United States Treasury Note, 6.125%, due 12/31/96    300,797
        600,000     United States Treasury Note, 8.00%, due 1/15/97      607,500
        100,000     United States Treasury Note, 6.25%, due 1/31/97      100,344
        500,000     United States Treasury Note, 6.00%, due 8/31/97      500,313
        250,000     United States Treasury Note, 7.375%, due 11/15/97    254,414
        200,000     United States Treasury Note, 7.875%, due 4/15/98     205,906
        950,000     United States Treasury Note, 7.125%, due 10/15/98    969,000
        700,000     United States Treasury Note, 6.375%, due 1/15/99     702,078
        300,000     United States Treasury Note, 6.375%, due 5/15/99     300,656
        550,000     United States Treasury Note, 6.00%, due 10/15/99     544,844
        400,000     United States Treasury Note, 6.375%, due 1/15/00     399,875
        500,000     United States Treasury Note, 7.125%, due 2/29/00     511,328
        750,000     United States Treasury Note, 6.125%, due 7/31/00     741,562
                                                                       ---------
                                                                       6,740,680
                                                                       ---------


          Total Investment in Securities (cost $6,755,504)  93.30%     6,740,680
          Cash Equivalents                                   4.78%       345,362

          Other Assets, Less Liabilities                     1.92%       138,464
                                                            ------     ---------
          NET ASSETS                                       100.00%    $7,224,506
                                                           =======     =========


See accompanying notes to financial statements.


<PAGE>
<TABLE>
<CAPTION>

                              STRATUS FUND, INC.
                             Statement of Assets and
                                   Liabilities
                                  June 30, 1996
                                                                                 Intermediate
                                                        Government    Capital    Government
                                             Growth     Securities   Appreciation  Bond
Assets:                                     Portfolio    Portfolio   Portfolio   Portfolio
                                           ------------ ------------ ----------  ----------
<S>                                            <C>         <C>         <C>          <C> 
  Investments in securities, at market
value (cost $19,683,951, 20,810,534,
1,967,695, and 6,755,504, respectively)    $23,203,690   20,527,998  2,155,731   6,740,680
  Cash equivalents                           1,079,274    2,183,899    319,650     345,362
  Accrued interest and
   dividends receivable                         38,017      347,226      2,789     146,357
  Receivable for securities sold               306,415        -            -           -
  Receivable for fund shares sold               19,589        8,449      1,957       1,998
                                           ------------ ------------ ----------  ----------
       Total assets                         24,646,985   23,067,572  2,480,127   7,234,397
                                           ------------ ------------ ----------  ----------

Liabilities:
  Accrued expenses, including investment
    management and service fees payable to
    adviser and administrator (note 3)          15,206       14,831      5,657       8,194
  Payable for fund shares redeemed               3,796        9,578         -        1,697
                                           ------------ ------------ ----------  ----------
          Total liabilities                     19,002       24,409      5,657       9,891
                                           ------------ ------------ ----------  ----------
Net assets applicable to outstanding      
capital stock                              $24,627,983   23,043,163  2,474,470   7,224,506
                                           ============ ============ ==========  ==========

Net assets are represented by:
  Capital stock outstanding, at par (note 5)     1,802        2,390        188         690


  Additional paid-in capital                19,924,169   23,676,703  2,186,991   7,351,799
  Accumulated undistributed net
      investment income (loss)                   9,951       12,529   (40,954)       5,060
  Accumulated undistributed net realized
      gain (loss) on investments             1,172,322    (365,923)    140,209   (118,219)
  Unrealized appreciation 
   (depreciation) (note 4)                   3,519,739    (282,536)    188,036    (14,824)
                                           ------------ ------------ ----------  ----------
       Total net assets applicable
         to shares outstanding             $24,627,983   23,043,163  2,474,470   7,224,506
                                           ============ ============ ==========  ==========

Shares outstanding and net asset value per share
  Shares of capital stock outstanding:
1,802,216, 2,389,775, 187,550 and 689,841,
        respectively (note 5)                   $13.67         9.64      13.19       10.47
                                           ============ ============ ==========  ==========

See accompanying notes to financial statements.
</TABLE>

<PAGE>
<TABLE>
<CAPTION>

                               STRATUS FUND, INC.
                                  Statement of
                                   Operations
                            Year Ended June 30, 1996


                                                                            Intermediate
                                                     Government   Capital   Government
                                           Growth    Securities  Appreciation  Bond
                                          Portfolio  Portfolio   Portfolio   Portfolio
                                          ---------- ----------  ---------- ------------
<S>                                          <C>         <C>        <C>        <C>    
Investment income:
    Dividends                              $391,191       -          8,060         -
    Interest                                 73,426  1,082,840       7,685      394,848
                                          ---------- ----------  ---------- ------------
        Total investment income             464,617  1,082,840      15,745      394,848
                                          ---------- ----------  ---------- ------------
Expenses (note 3):
    Investment advisory fees                 93,310     94,612      18,902       42,967
    Administration fees                      46,667     47,314       3,032       16,555
    Accounting                                4,460      4,860       5,160        5,160
    Custodial fees                              -          -         2,928        6,945
    Securities pricing                        4,032        774       2,858         -
    Other operating expenses                  6,097      4,221       3,025        3,804
                                          ---------- ----------  ---------- ------------
        Total expenses                      154,566    151,781      35,905       75,431
    Less fee waiver (note 3)               (21,504)   (21,310)     (1,440)      (7,317)
                                          ---------- ----------  ---------- ------------
        Net expenses                        133,062    130,471      34,465       68,114
                                          ---------- ----------  ---------- ------------
        Net investment income (loss)        331,555    952,369    (18,720)      326,734
                                          ---------- ----------  ---------- ------------
Realized and unrealized gain on
  investments (note 4):
    Net realized gain (loss)              1,539,268   (56,450)     262,607        (388)
    Net unrealized appreciation
(depreciation):
      Beginning of period                 1,751,333     66,202     171,190       46,232
      End of period                       3,519,739  (282,536)     188,036     (14,824)
                                          ---------- ----------  ---------- ------------
        Net unrealized appreciation     
(depreciation)                            1,768,406  (348,738)      16,846     (61,056)
                                          ---------- ----------  ---------- ------------
        Net realized and unrealized gain
          (loss) on investments           3,307,674  (405,188)     279,453     (61,444)
                                          ---------- ----------  ---------- ------------
Net increase in net assets
     resulting from operations            $3,639,229   547,181     260,733      265,290
                                          ========== ==========  ========== ============


See accompanying notes to financial statements.
</TABLE>

<PAGE>
<TABLE>
<CAPTION>

                               STRATUS FUND, INC.
                       Statements of Changes in Net Assets
                       Years ended June 30, 1996 and 1995


                                                                       Government
                                              Growth                   Securities
                                            Portfolio                   Portfolio
                                     -------------------------   ------------------------
                                     Year Ended   Year Ended     Year Ended   Year Ended
                                      June 30,     June 30,      June 30,     June 30,
                                        1996         1995           1996         1995
                                     ------------ ------------   -----------  -----------
<S>                                        <C>       <C>            <C>          <C>
Operations:
    Net investment income               $331,555      253,851       952,369      622,736
    Net realized gain (loss) 
     on investments                    1,539,268     (17,840)      (56,450)    (295,308)
    Unrealized appreciation   
     (depreciation)                    1,768,406    1,965,572     (348,738)      814,214
                                     ------------ ------------   -----------  -----------
        Net increase in net assets
          resulting from operations    3,639,229    2,201,583       547,181    1,141,642
                                     ------------ ------------   -----------  -----------

Distributions to shareholders from:
    Net investment income                327,797      250,201       949,207      619,027
    Net realized gains                   242,886      118,377         -            -
                                     ------------ ------------   -----------  -----------
        Total distributions              570,683      368,578       949,207      619,027
                                     ------------ ------------   -----------  -----------

Capital share transactions:
    Proceeds from sales               11,764,925    2,041,506    14,607,453    2,059,923
    Payment for redemptions          (3,553,648)  (4,313,318)    (5,841,352)  (1,782,550)
    Reinvestment of net investment
    income and net realized gain
    distributions at
       net asset value                   534,808      359,998       793,884      607,699
                                     ------------ ------------   -----------  -----------
        Total increase (decrease)
         from capital
          share transactions           8,746,085  (1,911,814)     9,559,985      885,072
                                     ------------ ------------   -----------  -----------
Total increase (decrease)  
 in net assets                        11,814,631     (78,809)     9,157,959    1,407,687


Net assets:
  Beginning of period                 12,813,352   12,892,161    13,885,204   12,477,517
                                     ------------ ------------   -----------  -----------
  End of period                      $24,627,983   12,813,352    23,043,163   13,885,204
                                     ============ ============   ===========  ===========


See accompanying notes to financial statements.
</TABLE>

<PAGE>
<TABLE>
<CAPTION>

                               STRATUS FUND, INC.
                       Statements of Changes in Net Assets
                       Years ended June 30, 1996 and 1995

                                                                     Intermediate
                                             Capital                  Government
                                          Appreciation                   Bond
                                            Portfolio                 Portfolio
                                     ------------------------  -------------------------
                                     Year Ended   Year Ended   Year Ended   Year Ended
                                      June 30,    June 30,      June 30,     June 30,
                                        1996         1995         1996         1995
                                        ----         ----         ----         ----
                                     ------------ -----------  ------------ ------------
<S>                                       <C>         <C>          <C>         <C>    
Operations:
    Net investment income (loss)       ($18,720)    (10,660)       326,734      298,292
    Net realized gain (loss) on          
     investments                         262,607    (13,631)         (388)    (125,724)
    Unrealized appreciation 
    (depreciation)                        16,846     198,191      (61,056)      251,507
                                     ------------ -----------  ------------ ------------
        Net increase in net assets
          resulting from operations      260,733     173,900       265,290      424,075
                                     ------------ -----------  ------------ ------------

Distributions to shareholders from:
    Net investment income                   -            -         325,597      301,006
    Net realized gains                    72,180      15,412         -            -
                                     ------------ -----------  ------------ ------------
        Total distributions               72,180      15,412       325,597      301,006
                                     ------------ -----------  ------------ ------------

Capital share transactions:
    Proceeds from sales                1,536,363       3,759     3,719,234      400,683
    Payment for redemptions             (55,095)    (82,828)   (2,213,866)  (3,045,991)
    Reinvestment of net investment
     income and net realized gain
     distributions at
       net asset value                    56,061      15,412       261,014      265,902
                                     ------------ -----------  ------------ ------------
        Total increase (decrease)
         from capital
          share transactions           1,537,329    (63,657)     1,766,382  (2,379,406)
                                     ------------ -----------  ------------ ------------
Total increase (decrease) 
 in net assets                         1,725,882      94,831     1,706,075  (2,256,337)

Net assets:
  Beginning of period                    748,588     653,757     5,518,431    7,774,768
                                     ------------ -----------  ------------ ------------
  End of period                       $2,474,470     748,588     7,224,506    5,518,431
                                     ============ ===========  ============ ============

See accompanying notes to financial statements.
</TABLE>

<PAGE>
                                 STRATUS FUND, INC.
                                Financial Highlights
               Years ended June 30, 1996 and 1995 and the period from
           October 8, 1993 (commencement of operations) to June 30, 1994


                                                            Growth
                                                          Portfolio
                                            ----------------------------------
                                                Year     Year        Period
                                               Ended     Ended       Ended
                                              June 30,    June 30,    June 30,
                                               1996       1995        1994
                                               ----       ----        ----
Net asset value:
  Beginning of period                           $11.47       9.84       10.00

  Income from investment operations:
     Net investment income                        0.23       0.22        0.19
     Net realized and unrealized gain (loss)
       on investments                             2.36       1.72      (0.16)
                                                  ----       -----      -----
            Total income from
                  investment operations           2.59       1.94        0.03
                                                  ----       -----      -----
  Less distributions:
    Dividends from net investment income        (0.22)     (0.22)      (0.19)
    Distributions from capital gains            (0.17)     (0.09)       -
                                                  ----       -----      -----
            Total distributions                 (0.39)     (0.31)      (0.19)
                                                  ----       -----      -----

  End of period                                 $13.67      11.47        9.84
                                            =========== ==========  ==========

Total return                                     22.6%      20.3%      (.03%) *
                                            =========== ==========  ==========

Ratios/Supplemental data:
  Net assets, end of period                 $24,627,983 12,813,352  12,892,161

  Ratio of expenses to average net assets        0.71%      0.82%       0.76% **
  Ratio of net income to average net assets      1.78%      2.14%       2.38% **
  Portfolio turnover rate                       92.72%     19.89%      10.05%

*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, 1996 and 1995 and the period from
           October 8, 1993 (commencement of operations) to June 30, 1994


                                                    Government Securities
                                                          Portfolio
                                             ----------------------------------
                                             Year Ended   Year       Period
                                                            Ended      Ended
                                             June 30,     June 30,   June 30,
                                                1996        1995       1994
                                                ----        ----       ----
Net asset value:
  Beginning of period                             $9.77        9.40      10.00

  Income (loss) from investment operations:
     Net investment income                         0.49        0.45       0.27
     Net realized and unrealized gain (loss)
       on investments                            (0.13)        0.37     (0.60)
                                                  ----          ----     -----
            Total income (loss) from
                  investment operations            0.36        0.82     (0.33)
                                                  ----         -----    ----- 

   Less distributions from net investment income  (0.49)      (0.45)     (0.27)
                                                  ----         -----    ----- 

  End of period                                   $9.64        9.77       9.40
                                             ===========  ========== ==========

Total return                                       3.7%        9.0%     (3.4%) *
                                             ===========  ========== ==========

Ratios/Supplemental data:
  Net assets, end of period                  $23,043,163  13,885,204 12,477,517

  Ratio of expenses to average net assets         0.69%       0.80%     0.74% **
  Ratio of net income to average net assets       5.04%       4.82%     3.89% **
  Portfolio turnover rate                        40.61%      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>
<TABLE>
<CAPTION>

                               STRATUS FUND, INC.
                              Financial Highlights
             Years ended June 30, 1996, 1995 and 1994 and for the period from
              January 4, 1993 (commencement of operations) to June 30, 1993


                                                        Capital Appreciation
                                                              Portfolio
                                           ------------------------------------------------
                                           Year        Year       Year        Period
                                           Ended       Ended      Ended       Ended
                                           June 30,    June 30,   June 30,    June 30,
                                             1996        1995       1994        1993
                                          ---------    -------    --------   ----------
<S>                                            <C>        <C>        <C>        <C>    
Net asset value:
  Beginning of period                         $11.23        8.95       9.40       10.00

  Income (loss) from investment
    operations:
     Net investment loss                      (0.19)      (0.15)     (0.12)      (0.04)
     Net realized and unrealized
         gain (loss) on investments             2.88        2.62     (0.33)      (0.56)
                                                ----       -----     -----      ------
       Total Income (loss) from                 
         investment operations                  2.69        2.47     (0.45)      (0.60)
                                                ----       -----     -----      ------

    Less distributions from capital gains     (0.73)      (0.19)       -           -
                                                ----       -----     -----      ------

  End of period                               $13.19       11.23       8.95        9.40
                                           ==========  ========== ==========  ==========

Total return                                   26.0%       28.6%     (4.8%)      (6.0%) *
                                           ==========  ========== ==========  ==========

Ratios/Supplemental data:
  Net assets, end of period                $2,474,470    748,588    653,757     583,403

  Ratio of expenses to average net assets      2.84%       2.69%      2.13%       2.41% **
  Ratio of net loss to average net assets    (1.54%)     (1.59%)    (1.27%)     (1.04%) **
  Portfolio turnover rate                    179.06%     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.
</TABLE>

<PAGE>
<TABLE>
<CAPTION>

                               STRATUS FUND, INC.
                              Financial Highlights
                Years ended June 30, 1996, 1995, 1994, 1993, and 1992

                                                Intermediate Government Bond
                                                         Portfolio
                                     ---------------------------------------------------
                                       Year Ended Year Ended Year Ended Year Ended Year Ended
                                         June 30,  June 30,   June 30,  June 30,   June 30,
                                           1996      1995      1994      1993       1992
                                          ----     --------  --------  --------  --------
<S>                                        <C>       <C>        <C>        <C>      <C> 
Net asset value:
  Beginning of period                    $10.56     10.29     10.84     10.72     10.02

  Income (loss) from  investment
     operations:
    Net investment income                  0.52      0.50      0.47      0.38      0.94
    Net realized and unrealized
        gain (loss) on investments       (0.09)      0.27    (0.55)      0.34      0.70
     Total income (loss) from
         investment operations             0.43      0.77    (0.08)      0.72      1.64
                                          -----     -----     -----     -----     -----
  Less distributions:
    Dividends from net  investment income (0.52)    (0.50)    (0.47)    (0.38)    (0.94)
    Distributions from capital gains        -           -         -     (0.22)     -
                                          -----     -----     -----     -----    -----
      Total distributions                (0.52)    (0.50)    (0.47)    (0.60)    (0.94)
                                          -----     -----     -----     -----    ----- 
  End of period                          $10.47     10.56     10.29     10.84     10.72
                                     =========== ========= ========= ========= =========

Total return                               4.1%      7.9%    (0.8%)      8.9%     11.4%
                                     =========== ========= ========= ========= =========

Ratios/Supplemental data:
  Net assets, end of period          $7,224,506  5,518,431 7,774,768 6,747,719 4,680,585

  Ratio of expenses to average 
   net assets                              1.03%     1.11%     1.05%     1.12%     1.04%
  Ratio of net income to average        
   net assets                              4.95%     4.84%     4.41%     4.58%     5.31%
  Portfolio turnover rate                  4.05%    27.67%    21.02%    32.39%   205.89%


See accompanying notes to financial statements.
</TABLE>

<PAGE>


                               STRATUS FUND, INC.
                         Notes to Financial Statements
                                 June 30, 1996

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, 1996,  the following  series are presently  authorized  and have shares
     outstanding.

        Growth Portfolio (formerly Equity Income)     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.

     Use of Estimates:  In preparing the  financial  statements,  management is
     required  to make  estimates  and  assumptions  that  affect the  reported
     amounts  of  assets  and  liabilities  as of the  date  of the  financial
     statements  and  changes  in net  assets for the  period.  Actual  results
     could differ from those estimates.

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

         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 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.


<PAGE>


                               STRATUS FUND, INC.
                         Notes to Financial Statements

2.   Continued
     The Growth 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.

     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 realizes 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, 1996,  the Growth and Capital  Appreciation  Portfolios  had no
     such option contracts outstanding nor were any written during the year.

     At June 30, 1996,  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.


<PAGE>



                               STRATUS FUND, INC.
                         Notes to Financial Statements

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

     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  any net
     realized loss carry  forwards have been offset or expired.  Each  Portfolio
     prepares its tax return on an accrual basis. The Government  Securities and
     Intermediate  Government  Bond  Portfolios  have unused  capital loss carry
     forwards of approximately  $253,000 and $126,000,  respectively,  available
     for Federal income tax purposes at June 30, 1996. The losses begin expiring
     in 2001 and 2002 for the Government Securities and Intermediate  Government
     Bond Portfolios, respectively.

     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  Growth  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, 1996,  the  annualized  fee ranged from
     .44% to 2.80%.


<PAGE>



                               STRATUS FUND, INC.
                         Notes to Financial Statements

3.   Continued
     Growth 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.

     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 Growth 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, a
     fee of $100 per account,  and 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 .25%  per  annum of
     average  daily net  assets.  From July 1, 1995 to October 31, 1995 and from
     February 1, 1996 to June 30, 1996 the Administrator waived .15% of its .25%
     administrative fee.

     Under the terms of the advisory,  custodian and  administrative  agreements
     outlined above, the Portfolios  collectively incurred $249,791,  $9,873 and
     $113,568 for such services during the year ended June 30, 1996.

     At June 30, 1996, the following accrued investment advisory,  custodial and
     administrative fees were payable to the Adviser and Administrator.

                                        Payable to       Payable to
                                          Adviser       Administrator    Total
        Growth Portfolio                 $9,993          $1,999        $11,991
        Government Securities Portfolio   9,445           1,889         11,334
        Capital Appreciation Portfolio    2,699             193          2,892
        Intermediate Government
         Bond Portfolio                   3,894             599          4,493
                                         ======          ======        =======
 
<PAGE>
                               STRATUS FUND, INC.
                         Notes to Financial Statements

3.   Continued
     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, 1996, no expense
     reimbursement was required.

     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 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  $7,800  for  their
     brokerage services during the year ended June 30, 1996.

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

                                               Purchases of      Proceeds
                                                 Securities     from Sales
                                               ----------       ---------
     Growth Portfolio                          $23,737,936     $15,942,882
     Government Securities Portfolio            15,144,595       6,965,383
     Capital Appreciation Portfolio              3,165,238       1,929,736
     Intermediate Government Bond Portfolio      1,812,322         248,795
                                               ===========     ===========

     At June 30, 1996,  the  aggregate  gross  unrealized  appreciation  and the
     aggregate  gross  unrealized  depreciation  of securities in each Portfolio
     were as follows:

                                              Aggregate Gross Unrealized
                                          Appreciation   Depreciation    Total
                                         ------------- -------------  ----------
        Growth Portfolio                     $3,690,664    $170,925   $3,519,739
        Government Securities Portfolio          59,343     341,879    (282,536)
        Capital Appreciation Portfolio          242,734      54,698      188,036
        Intermediate Government Bond Portfolio   29,598      44,422     (14,824)

5.   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 Board of Directors have
     authorized  twenty million shares to be issued in the Growth  Portfolio and
     ten  million  each  in  the  Government   Securities   Portfolio,   Capital
     Appreciation Portfolio and Intermediate Government Bond Portfolio.


<PAGE>


                               STRATUS FUND, INC.
                         Notes to Financial Statements

5.   Continued
     Transactions in the capital stock of each Portfolio for the year ended June
     30, 1996 were as follows:
                                                                Government
                                                Growth          Securities
                                               Portfolio          Portfolio
                                           ---------------   ---------------
         Transactions in shares:
           Shares sold                         918,492.544     1,488,329.101
           Shares redeemed                    (274,847.996)     (601,783.839)
           Reinvested dividends                 41,416.926        81,386.817
                                              ------------    --------------
           Net increase                        685,061.474       967,932.079
                                               ===========     =============

                                                                 Intermediate
                                                  Capital         Government
                                               Appreciation          Bond
                                                Portfolio         Portfolio
                                             ---------------   --------------
         Transactions in shares:
           Shares sold                         120,227.657       351,336.483
           Shares redeemed                      (4,251.949)     (208,974.422)
           Reinvested dividends                  4,926.296        24,716.734
                                              ------------      ------------
           Net increase                        120,902.004       167,078.795
                                               ===========       ===========

     At June 30,  1996,  directors,  officers  and  employees  of the Fund,  the
     Adviser and Administrator  and their immediate  families held the following
     in each Portfolio:

                                                      Shares         Value
           Growth Portfolio                         22,180.930       303,213
           Government Securities Portfolio          33,204.499       320,091
           Capital Appreciation Portfolio            5,895.991        77,768
           Intermediate Government Bond Portfolio   12,743.794       133,428
                                                    ==========       =======

     At June 30,  1996,  UBATCO held,  in nominee  name,  the  following in each
     Portfolio:

                                                      Shares         Value
         Growth Portfolio                        1,795,658.914   $24,546,657
         Government Securities Portfolio         2,389,775.013    23,037,431
         Capital Appreciation Portfolio            187,549.542     2,473,778
         Intermediate Government Bond Portfolio    685,959.271     7,181,994
                                                ==============   ===========

6.   Business Changes
    In July 1996,  the Fund filed a  registration  statement  to  establish  the
    International Portfolio. The International Portfolio is expected to commence
    operations in October 1996.





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