SMITH BREEDEN SERIES FUND
N-30D, 1995-05-24
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               SMITH BREEDEN INTERMEDIATE DURATION SERIES ANNUAL REPORT

                            PERFORMANCE REVIEW

     The Smith Breeden Intermediate Duration U.S. Government Series 
("Series") provided a total return of 6.10% for the year ended  
March 31, 1995.  The Series' return was in excess of that of its 
benchmark, the Salomon Brothers Mortgage Index (the "SBMI"), by .09%.  
Since the Series' inception, its return has exceeded that of its benchmark 
by 3.19%, and on an annualized basis by .91%.  The graph below plots the 
Series' return versus its benchmark, which as noted in the title of the 
graph, changed effective January 1, 1994. 

     The year ended March 31, 1995, was a tumultuous one for the fixed income
markets. The Federal Reserve Board raised the discount rate, the rate at 
which banks borrow from the Federal Reserve to meet reserve requirements 
and temporary liquidity needs, four times.   The rate on March 31, 1994 
was 3%, but rose to 5.25% by March 1995. These increases, and the market's 
anticipation of the Federal Reserve's actions over the course of the year, 
boosted short and intermediate-term yields and increased interest rate 
volatility.  From March 31, 1994 to March 31, 1995, short-term U.S. Treasury 
yields rose over 200 basis points (100 basis points equals one percent), 
intermediate-term U.S. Treasury yields rose 85 to 160 basis points, and 
long-term yields rose less than 50 basis points.  Over the course of the 
fiscal year, intermediate and long-term interest rates had actually peaked 
at much higher levels: for example, in early January 1995, the five year 
U.S. Treasury Note yield was 80 basis points over its closing yield 
on March 31, 1995. 


IN ACCORDANCE WITH REG. 232.304 OF REGULATION S-T, THE FOLLOWING IS
A DESCRIPTION OF THE GRAPH PRESENTED HERE IN THE TEXT IN COMPLIANCE WITH
ITEM 5a. OF FORM N-1A:

The graph presented compares the change for the period from March 31, 1992
through March 31, 1995 of a $10,000 investment in the Series versus its
benchmark. For the period from the Series' inception, March 31, 1992,  
through March 31, 1995, the Series' benchmark was the Five Year US Treasury, as
tracked by Salomon Brothers, Inc. After December 31, 1993, upon approval of a 
majority of the shareholders, the Series' benchmark was changed to the Salomon 
Brothers Mortgage Index.  The Series average annual return for the one year  
period was 6.10% and 8.28% for the three year period.  The dollar value of a 
$10,000 invested in the Series and benchmark, at the end of the three year 
period, were $12,699 and $12,380, respectively.





















     Rising interest rates, volatility and extending durations hurt mortgage 
security returns during the first part of the Series' fiscal year.  In its 
first three quarters, the Intermediate Series returned only .38%.   
Performance turned around in the last quarter, however, primarily due to 
two reasons.  Intermediate-term rates declined in January of 1995 
(five-year U.S. Treasury Note yields fell 0.32%), and the Intermediate 
Series returned 2.51%, .27% in excess of its benchmark, the SBMI.  The 
January SBMI return was the best single monthly return for this index since 
May of 1990.   In February, the Intermediate Series continued to benefit from 
declining rates, and returned 2.5%.  In March, the Series returned only .38%, 
reflecting the stability of market rates and mortgage yield spreads.

     The fine performance of the Intermediate Series and SBMI in the first 
quarter of 1995 reflects the fact that not only did rates decline, but 
mortgages also performed extremely well versus U.S. Treasury securities.  In 
the first quarter, the five-year U.S. Treasury returned only 4.95% versus 
5.39% for the Series.  Adjustable-rate mortgages ("ARMS") underperformed 
generic fixed-rate mortgages during most of 1994, so the Series took 
advantage of the opportunity by increasing its position in ARMS issued by
GNMA.  In the first quarter of 1995, investors realized that ARMS had been
considerably undervalued and bid up prices of ARMS relative to the mortgage 
securities market in general.  During this time, fixed-rate mortgages also 
performed well.  

     The Series' approach to investment in the mortgage markets is to hold 
relatively liquid, easy to price, government mortgage securities in a portfolio 
with minimal interest-rate risk relative to its benchmark.  With only small 
exposures to credit and liquidity risk, the Intermediate Series seeks 
actively to take advantage of changes in relative value among liquid 
mortgage securities markets.  This portfolio management style is reflected
in the Series' 557% portfolio turnover rate for the year ended 
March 31, 1995.  The markets in which the Series executes most of its 
transactions are so liquid that transaction costs are relatively small, 
especially in relation to the return advantage gained from these transactions. 






SMITH BREEDEN INTERMEDIATE DURATION
U.S. GOVERNMENT SERIES
SCHEDULE OF INVESTMENTS                                         MARCH 31, 1995

                                                                      Market
Face Amount                          Security                         Value

             U.S. GOVERNMENT & AGENCY OBLIGATIONS - 99.86%

             FEDERAL HOME LOAN MORTGAGE CORPORATION - 8.47% *

             FHLMC:
$2,955,733   8.00%, due 08/01/09-09/01/24.......................  $2,945,358

             TOTAL FEDERAL NATIONAL MORTGAGE ASSOCIATION
             (Cost $2,917,339)...................................  2,945,358
               
             FEDERAL NATIONAL MORTGAGE ASSOCIATION - 45.44% *

             FNMA:
3,673,326    7.00%, due 08/01/23-06/01/24........................  3,461,890
9,950,191    8.50%, due 09/14/24-02/01/25........................ 10,052,158
2,000,000    9.50%, due (a)......................................  2,083,750

             FNMA ARM:
  211,869    6.92%, due 06/01/20.................................    215,907

             TOTAL FEDERAL NATIONAL MORTGAGE ASSOCIATION
             (Cost $15,455,743).................................. 15,813,705    


             GOVERNMENT NATIONAL MORTGAGE ASSOCIATION - 45.78% *

             GNMA:
7,813,813    7.00%, due 12/15/23-03/15/24........................  7,315,089
1,944,841    8.00%, due 11/15/06-04/15/09........................  1,962,845

             GNMA ARM:
  939,767    5.50%, due 05/20/23.................................    913,115
1,972,848    6.00%, due 08/20/22.................................  1,948,582
2,625,493    6.125%, due 11/20/22................................  2,584,272
1,200,000    7.00%, due (a)......................................  1,208,250

             TOTAL GOVERNMENT NATIONAL MORTGAGE ASSOCIATION 
             (Cost $15,823,677).................................. 15,932,153    


             UNITED STATES TREASURY BILLS - 0.17% **

   50,000    5.66% due 06/29/95..................................     49,301
   10,000    5.69% due 06/29/95..................................      9,859

             TOTAL UNITED STATES TREASURY BILLS (Cost $59,160)...     59,160    


             TOTAL U.S. GOVERNMENT & AGENCY OBLIGATIONS 
             (Cost $34,255,920).................................. 34,750,376   

                                                                               
             TOTAL INVESTMENTS (Cost $34,255,920) - 99.86%....... 34,750,376

             CASH AND OTHER ASSETS LESS LIABILITIES - 0.14%......     47,120   

             NET ASSETS - 100.00%................................$34,797,496  

*    Mortgage-backed obligations are subject to principal paydowns as a result 
of prepayments or refinancings of the underlying securities instruments.  As a 
result, the average life may be substantially less than the original maturity.
The interest rate shown is the rate in effect at March 31, 1995.   ARM's have 
coupon rates which adjust periodically.  The adjusted rate is determined by 
adding a spread to a specified index.

**    The interest rate shown is the discount rate paid at the time of purchase 
by the Fund.

(a)   To be announced

Portfolio Abbreviations:
ARM       -   Adjustable-Rate Mortgage                           
FHLMC  -  Federal Home Loan Mortgage Corporation
FNMA    -    Federal National Mortgage Association         
GNMA    -  Government National Mortgage Association

     The accompanying notes are an integral part of these financial statements.












SMITH BREEDEN INTERMEDIATE DURATION                                       
U.S. GOVERNMENT SERIES
STATEMENT OF ASSETS AND LIABILITIES                                      
MARCH 31, 1995                                                           

ASSETS:
 Investments at market value
 (identified cost $34,255,920)(Note 1)...............     $34,750,376
 Cash and cash equivalents..............................    3,197,511
 Interest receivable....................................      213,911
 Prepaid expenses.......................................       21,528
 Deferred organization expenses (Note 1)................       19,587
 Due from adviser (Note 3)..............................       17,137
      TOTAL ASSETS......................................   38,220,050

LIABILITIES:
 Variation margin on futures contracts..................        3,625
 Accrued expenses.......................................       41,821
 Securities purchased payable...........................    3,229,302
 Distributions payable..................................      147,806
      TOTAL LIABILITIES.................................    3,422,554

NET ASSETS:
(Applicable to outstanding shares of 3,538,283;
 unlimited number of shares of beneficial
 interest authorized; no stated par).................     $34,797,496  

Net asset value, offering price and redemption
    price per share ($34,797,496 / 3,538,283)........... $       9.83

SOURCE OF NET ASSETS:
 Paid in capital........................................  $35,250,723
 Overdistributed net investment income..................     (109,925)
 Accumulated net realized loss on investments...........     (831,188)
 Net unrealized appreciation (depreciation) of investments       
    and futures contract...............................       487,886  

 NET ASSETS.............................................  $34,797,496  
 

                                                                               
The accompanying notes are an integral part of these financial statements. 














SMITH BREEDEN INTERMEDIATE DURATION
U.S. GOVERNMENT SERIES
STATEMENT OF OPERATIONS
FOR THE YEAR ENDED MARCH 31, 1995

INVESTMENT INCOME:
Interest and discount earned, net of premium
 amortization.......................................   $1,516,801


EXPENSES:
 Advisory fees (Note 3)................................      132,174
 Accounting and pricing services fees..................       26,079
 Distribution fees (Note 3)............................        7,074
 Custodian fees.......................................        16,614
 Audit & tax preparation fees.........................        18,395
 Legal fees...........................................        20,663
 Amortization of organization expenses (Note 1).......         9,248
 Transfer agent fees..................................        30,431
 Registration fees....................................        20,558
 Trustees fees........................................         4,701
 Insurance............................................         3,459
 Other................................................         3,956

     TOTAL EXPENSES BEFORE REIMBURSEMENT..............       293,352

     Expenses reimbursed by Adviser (Note 3)..........      (123,390)

     NET EXPENSES.....................................       169,962

     NET INVESTMENT INCOME ...........................     1,346,839

REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
 Net realized loss on investments.....................      (248,302)
 Change in unrealized appreciation (depreciation) of 
    investments and futures contracts.................       778,903
 Net realized and unrealized gain on inestments.......       530,601
 
 Net increase in net assets resulting from operations.    $1,877,440



The accompanying notes are an integral part of these financial statements.










SMITH BREEDEN INTERMEDIATE DURATION
U.S. GOVERNMENT SERIES
STATEMENTS OF CHANGES IN NET ASSETS





                                                     Year Ended      Year Ended
OPERATIONS:                                      March 31, 1995  March 31, 1994
 Net investment income.........................     $1,346,839        $598,297
 Net realized gain (loss) on investments.......       (248,302)         37,266
 Change in unrealized appreciation (depreciation) 
   of investments and futures contracts........        778,903        (361,010)
 Net increase in net assets resulting from 
   operations..................................      1,877,440         274,553

DISTRIBUTIONS TO SHAREHOLDERS:
 Dividends from net investment income..........     (1,346,839)       (594,276)
 Dividends in excess of net investment income..       (140,634)              -
 Distributions from net realized capital gains.              -          (5,416)
 Distributions in excess of net realized capital 
   gains.......................................        (28,444)              -
 Total distributions...........................     (1,515,917)       (599,692)

CAPITAL SHARE TRANSACTIONS:
  Shares sold..................................     31,506,439       9,608,109
  Shares issued on reinvestment of 
     distributions.............................        669,611         569,108
  Shares redeemed..............................     (4,519,742)     (5,996,326)
  Increase in net assets resulting from capital 
     share transactions (a)....................     27,656,308       4,180,891
     TOTAL INCREASE IN NET ASSETS..............     28,017,831       3,855,752

NET ASSETS:
  Beginning of period .........................      6,779,665       2,923,913
  End of period................................    $34,797,496      $6,779,665

(a)  Transactions in capital shares were as follows:
       Shares sold..............................      3,257,497         902,154
       Shares issued on reinvestment of 
          distributions.........................         68,948          53,947
       Shares redeemed..........................       (465,316)       (554,342)
       Net increase.............................      2,861,129         401,759
       Beginning balance .......................        677,154         275,395
       Ending balance...........................      3,538,283         677,154





The accompanying notes are an integral part of these financial statements.












SMITH BREEDEN INTERMEDIATE DURATION
U.S. GOVERNMENT SERIES
FINANCIAL HIGHLIGHTS


The following average per share data, ratios and supplemental information
have been derived from information provided in the financial statements.


                          Year Ended       Year Ended       Period Ended
                         March 31, 1995   March 31, 1994   March 31, 1993 (3)


                                                                              
Net Asset Value, Beginning
 of Period.........        $10.01           $10.62           $10.00

Income From Investment 
Operations
 Net investment 
   income..........         0.664            1.050            0.826
 Net loss on securities 
   (both realized and 
   unrealized)......       (0.049)          (0.601)           0.621

 Total from investment 
   operations.......        0.615            0.449            1.447

Less Distributions
 Dividends from net 
   investment 
   income..........        (0.664)          (1.044)           (0.826)
 Dividends in excess of 
   net investment 
   income...........       (0.108)               -                 -
 Distributions from net 
   realized gains on 
   investments......            -           (0.015)                -
 Distributions in excess of 
   net realized gains on 
   investments......       (0.022)               -                 -

 Total distributions..     (0.794)          (1.059)           (0.826)

Net Asset Value, 
 End of Period......        $9.83           $10.01            $10.62

Total Return.........         6.10%            4.11%            14.93%

Ratios/Supplemental Data
 Net assets, end of 
   period...........    $34,797,496        6,779,666         $2,923,913
 Ratio of expenses to 
   average net assets (1).   0.78%            0.00%              0.31%
 Ratio of net investment
   income to average 
    net assets (2)...         6.20%            7.74%              8.18%
 Portfolio turnover 
   rate.............          557%              84%                42%
______________________

1   The annualized ratio of expenses to average net assets prior to 
    reimbursement of expenses by the Advisor was 1.35%, 1.30% and 14.80% 
    for the years ended March 31, 1995 and March 31, 1994 and for the 
    period ended March 31, 1993, respectively.

2   The annualized ratio of net investment income to average net assets 
    prior to reimbursement of expenses by the Adviser was 5.64%, 6.43% 
    and (6.31)% for the years ended March 31, 1995 and March 31, 1994 and 
    for the period ended March 31, 1993, respectively.    

3   The Intermediate Duration U.S. Government Series commenced operations
    on March 31, 1992.

    The accompanying notes are an integral part of these financial statements.


NOTES TO FINANCIAL STATEMENTS

1.   SIGNIFICANT ACCOUNTING POLICIES

Smith Breeden Series Fund (the "Fund") is an open-end, diversified management 
investment company registered under the Investment Company Act of 1940, as 
amended.  The Fund offers shares in two series: Smith Breeden Short Duration 
U.S. Government Series and the Smith Breeden Intermediate Duration U.S. 
Government Series ("Intermediate Series" or "Series").  The following is a 
summary of significant accounting policies consistently followed by the 
Intermediate Series. 

A.   Security Valuation:  Portfolio securities are valued at current market 
value provided by a pricing service or by a bank or broker/dealer experienced 
in such matters, when over-the-counter market quotations are readily available. 
Securities and other assets for which market prices are not readily available 
are valued at fair market value as determined in accordance with procedures 
approved by the Board of Trustees.  All money market instruments and debt 
securities originally purchased with remaining maturities of 60 days or less 
shall be valued at their amortized cost. 

B.   Distributions and Taxes:  The Intermediate Series intends to continue to 
qualify for and elect the special tax treatment afforded regulated investment 
companies under Subchapter M of the Internal Revenue Code, thereby relieving 
the Series of Federal income taxes.  To so qualify, the Series intends to 
distribute substantially all of its net investment income and net realized 
capital gains, if any, less any available capital loss carry forward.  As of 
March 31, 1995, the Series had a capital loss carry forward of $659,858 of 
which $484,264 expires March 31, 2002, and $175,594 expires March 31, 2003.

C.   Repurchase Agreements:  The Intermediate Series may enter into 
repurchase agreements with member banks of the Federal Reserve System having 
total assets in excess of $500 million and securities dealers, provided that 
such banks or dealers meet the credit guidelines of the Series' Board of 
Trustees. In a repurchase agreement, the Series acquires securities from a 
third party with the commitment that they will be repurchased by the seller 
at a fixed price on an agreed upon date.  The Intermediate Series' custodian 
maintains control or custody of these securities collateralizing the 
repurchase agreements until maturity of the repurchase agreements.  The 
value of the collateral is monitored daily, and if necessary, additional 
collateral is received to ensure that the market value of the underlying 
assets remains sufficient to protect the Series in the event of the seller's 
default.  However, in the event of default or bankruptcy of the seller, 
the Series' right to the collateral may be subject to legal proceedings.

D.   Reverse Repurchase Agreements:  A reverse repurchase agreement involves 
the sale by the Intermediate Series of portfolio assets concurrently with an 
agreement by the Series to repurchase the same assets at a later date at a 
fixed price.  The Series will maintain a segregated account with its 
custodian, which will be marked to market daily, consisting of cash, U.S. 
Government securities or other liquid high-grade debt obligations equal in 
value to its obligations under reverse repurchase agreements.  In the event 
the buyer of securities under a reverse repurchase agreement files for 
bankruptcy or becomes insolvent, the Series' use of the proceeds of the 
agreement may be restricted pending a determination by the other party, 
or its trustee or receiver whether to enforce the Series' obligation to 
repurchase the securities. 

E.  Dollar Roll Agreements:  The Intermediate Series may enter into dollar 
rolls in which the Series sells securities for delivery in the current month 
and simultaneously contracts to repurchase substantially similar (same type 
and coupon) securities on a specified future date.  During the roll period, 
the Series foregoes principal and interest paid on these securities.  The 
Series is compensated by the difference between the current sales price and 
the forward price for the future purchase (often referred to as the "drop") 
as well as by the interest earned on the cash proceeds of the initial sale.

F.  Determination Of Gains Or Losses On Sales Of Securities:  Gains or 
losses on the sale of securities are calculated for accounting and tax 
purposes on the identified cost basis.

G.  Deferred Organizational Expenses:  Deferred organizational expenses are 
being amortized on a straight-line basis over five years. 

H.  Securities Transactions and Investment Income:  Interest income is 
accrued daily on both long-term bonds and short-term investments.  Interest 
income also includes net amortization from the purchase of fixed-income 
securities.  Transactions are recorded on the first business day following 
the trade date.  Realized gains and losses from security transactions 
are determined and accounted for on the basis of identified cost.

2.  FINANCIAL INSTRUMENTS


A.  Derivative Financial Instruments Held or Issued for Purposes other 
than Trading:  The Intermediate Series uses interest rate futures contracts 
for risk management purposes in order to reduce fluctuation of the Series' 
net asset value relative to its targeted option-adjusted duration.  
Upon entering into a futures contract, the Series is required to deposit
either cash or securities in an amount (initial margin) equal to a certain 
percentage of the contract value.  Subsequent payments (variation margin) 
are made or received by the Series each day.  The variation margin 
payments are equal to the daily changes in the contract value and are 
recorded as unrealized gains or losses.  The Series recognizes a realized 
gain or loss when the contract is closed or expires equal to the difference 
between the value of the contract at the time it was opened and the value 
at the time it was closed.


The Intermediate Series had the following open futures contracts as of 
March 31, 1995:

              Principal               Expiration    Unrealized
Type          Amount        Position  Month         Gain/(Loss)

10 year       $2,000,000    Long      June 1995    $80,535
Treasury

3 month
Eurodollar    $22,000,000   Short     March 1998   (36,856)
						 
3 month
Eurodollar    $6,000,000    Short     March 1999   (13,377)

3 month
Eurodollar    $16,000,000   Short     March 2000   (36,872)



                                                  ($ 6,570)

Futures transactions involve costs and may result in losses.  The effective 
use of futures strategies depends on the Series' ability to terminate futures 
positions at times when the Series' investment adviser deems it desirable to 
do so.  The use of futures also involves the risk of imperfect correlation 
among movements in the values of the securities underlying the futures 
purchased and sold by the Series, of the futures contract itself, and of the 
securities which are the subject of a hedge.

The aggregate market value of investments pledged to cover margin requirements 
for the open positions at March 31, 1995 was $59,175.

3.  INVESTMENT ADVISORY FEES AND OTHER TRANSACTIONS WITH
    AFFILIATES

Smith Breeden Associates, Inc. (the "Adviser"), a registered investment 
adviser, provides the Series with investment management services.  As 
compensation for these services, the Intermediate Series pays the Adviser 
a fee computed daily and payable monthly, at an annual rate equal to 0.70% 
of the Series' average daily net asset value.  

The Adviser has voluntarily agreed to reduce or otherwise limit other 
expenses of the Intermediate Series (excluding advisory fees and litigation, 
indemnification and other extraordinary expenses) to 0.90% of the Series' 
average daily net assets.  This voluntary agreement may be terminated or 
modified at any time by the Adviser in its sole discretion. The Adviser has 
agreed to reduce the fees payable (to the extent of such fees) by the amount 
the Series' expenses would, absent the fee reduction, exceed the applicable 
expense limitations imposed by state securities administrators.  For the 
year ended March 31, 1995, the Adviser received fees of $132,174 and 
reimbursed the Series $123,391.

Pursuant to Rule 12b-1 under the Investment Company Act of 1940, the 
Intermediate Series adopted a distribution plan pursuant to which Fund/Plan 
Broker Services, Inc., the Series' principal underwriter (the "Principal 
Underwriter") received a fee, accrued daily and paid monthly, at an annual 
rate of 0.25% of the Series' average daily net assets, regardless of the 
amount of expenses incurred by the Principal Underwriter, to compensate the 
Principal Underwriter for services provided in connection with sales of 
shares of the Series, including bearing the cost of printing of prospectuses 
used for sales, advertising expenses, and marketing allowances, promotional 
incentives and other compensation paid to its employees or other dealers 
that sell shares of the Series.  For the four months ended July 31, 1994, 
the Series paid the Principal Underwriter $7,074 for such fees.  This plan 
terminated August 1, 1994, at which point the Series adopted a different 
distribution and services plan (the "Plan") pursuant to Rule 12b-1 under 
the 1940 Act.  

The purpose of the Plan is to permit the Adviser to compensate investment 
dealers and other persons involved in servicing shareholder accounts for 
services provided and expenses incurred in promoting the sale of shares of 
the Series, reducing redemptions, or otherwise maintaining or improving 
services provided to shareholders by such dealers or other persons.
  
The Plan provides for payments by the Adviser, out of its advisory fee, to 
dealers and other persons at the annual rate of up to 0.25% of the 
Intermediate Series' average net assets subject to the authority of the 
Trustees of the Series to reduce the amount of payments permitted under the 
Plan or to suspend the Plan for such periods as they may determine. Subject 
to these limitations, the amount of such payments and the purposes for which 
they are made shall be determined by the Adviser.

Certain officers and trustees of the Series are also officers and directors 
of the Adviser.

4.  INVESTMENT TRANSACTIONS

During the year ended March 31, 1995, purchases and proceeds from sales of 
securities, other than short-term investments, aggregated $158,263,181 and 
$131,617,023, respectively.  The purchases and proceeds shown above do not 
include dollar roll agreements which are considered borrowings by the 
Intermediate Series.  The cost of securities for federal income tax purposes 
is $34,255,920.  Net unrealized appreciation of investments and futures
contracts consists of:

         Gross unrealized appreciation...... $700,358
         Gross unrealized depreciation...... (212,472)
         Net unrealized appreciation........ $487,886



5.  LIQUIDATION OF THE INSTITUTIONAL INTERMEDIATE FUND

Pursuant to a plan of liquidation adopted by the Trustees of the Smith Breeden
Institutional Intermediate U.S. Government Fund (the "Institutional Fund"), 
on August 1, 1994, the Intermediate Series redeemed in-kind its shares in the 
Smith Breeden Institutional Fund.  The value of the securities and cash 
received by the Intermediate Series totalled $8,563,933.








INDEPENDENT AUDITORS' REPORT

The Board of Trustees and Shareholders,
Smith Breeden Intermediate Duration U.S. Government Series
     of the Smith Breeden Series Fund:

We have audited the accompanying statement of assets and liabilities, 
including the schedule of investments, of the Smith Breeden Intermediate 
Duration U.S. Government Series of the Smith Breeden Series Fund as of 
March 31, 1995, and the related statements of operations for the year 
ended and changes in net assets for each of the years in the two-year 
period then ended and financial highlights for each of the years in the 
two-year period then ended and the period March 31, 1992 (commencement 
of operations) to March 31, 1993.  These financial statements and financial 
highlights are the responsibility of the Fund's management.  Our 
responsibility is to express an opinion on these financial statements and 
financial highlights based on our audits.

We conducted our audits in accordance with generally accepted auditing 
standards.  Those standards require that we plan and perform the audit 
to obtain reasonable assurance about whether the financial statements and 
financial highlights are free of material misstatement.  An audit includes 
examining, on a test basis, evidence supporting the amounts and disclosures 
in the financial statements.  Our procedures included confirmation of 
securities owned at March 31, 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 audits 
provide 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 the Smith 
Breeden Intermediate Duration U.S. Government Series of the Smith Breeden 
Series Fund as of March 31, 1995, the results of its operations, the 
changes in net assets, and financial highlights for the respective stated 
periods in conformity with generally accepted accounting principles.




Deloitte & Touche LLP
Princeton, New Jersey
May 12, 1995




        ANNUAL REPORT SMITH BREEDEN SHORT DURATION U.S GOVERNMENT SERIES


                            PERFORMANCE REVIEW

     The Smith Breeden Short Duration U.S. Government Series (the "Series") 
provided a total return of 6.58% for the year ended March 31, 1995.  The 
Series' return exceeded its benchmark, the six-month U.S. Treasury Bill, 
by a significant margin, 1.16%.  Since the Series' inception, its return 
has exceeded that of its benchmark by 3.60%, and on an annualized basis 
by 1.09%.  The graph below plots the Series' return versus its benchmark.
     
     The Series had invested all of its assets in the Short Duration U.S. 
Government Fund (the "Portfolio") through March 31, 1995.  At the close 
of business on March 31, 1995, the Portfolio liquidated its assets by a 
distribution in kind to its shareholders.  The Series received mortgage 
securities and other assets with a market value of $218,431,665.

     The year ended March 31, 1995, was a tumultuous one for the fixed 
income markets.  The Federal Reserve Board raised the discount rate, the 
rate at which banks borrow from the Federal Reserve to meet reserve 
requirements and temporary liquidity needs, four times.  The rate on 
March 31, 1994 was 3%, but rose to 5.25% by March 1995.  These increases, 
and the market's anticipation of the Federal Reserve's actions over the 
course of the year, boosted short-term and intermediate-term yields and 
increased interest-rate volatility. From March 31, 1994 to March 31, 1995, 
short-term U.S. Treasury yields rose over 200 basis points (100 basis 
points equals one percent), intermediate-term U.S. Treasury yields rose 
85 to 160 basis points, and long-term yields rose less than 50 basis 
points.  Over the course of the fiscal year, intermediate and long-term 
interest rates had actually peaked at much higher levels:  for example, 
in early January 1995, the five-year U.S. Treasury Note yield was 80 
basis points over its closing yield on March 31,1995.


THE LINE GRAPH DETAILING PERFORMANCE VERSUS THE SERIES' INDEX
ACCORDING TO ITEM 5a. OF FORM N1-A IS LOCATED HERE IN THE TEXT AND IS
DESCRIBED BELOW IN ACCORDANCE WITH REG. 232.304 OF REGULATION S-T:


THE GRAPH DEPICTS THE CHANGE IN VALUE OF A $10,000 INVESTMENT IN THE
SHORT SERIES VERSUS THAT OF ITS BENCHMARK, THE SIX MONTH US TREASURY
BILL.  FROM INCEPTION OF MARCH 31, 1992  THROUGH MARCH 31, 1995, AN 
INVESTMENT OF $10,000 IN THE SERIES WOULD HAVE GROWN TO $11,676, VERSUS
$11,317, IF INVESTED IN THE SIX MONTH US TREASURY BILL. THE RETURN IN
THE SERIES IS NET OF FEES AND SALES CHARGES; THE RETURN OF THE
SIX MONTH US TREASURY DOES NOT REFLECT FEES OR TRANSACTION COSTS.
THE ANNUALIZED ONE YEAR RETURN FOR THE SERIES IS 6.58%, AND 5.30%
ANNUALIZED SINCE INCEPTION.



     As interest rates rose, the effective maturities (durations) of 
mortgage securities lengthened.  This happened for two predictable 
reasons.  First, homeowners were less likely to prepay their mortgages 
(primarily due to refinancing or moving).  This lengthened the expected 
time to receipt of a mortgage investor's principal payments and made a 
mortgage security investment longer-term in nature.  Second, as 
variable-rate mortgage coupons began to reset upward (indexed, as they 
are, to short-term rates), they began to be subject to caps on their 
periodic adjustments, and their rates moved closer to their contractual 
lifetime maximum rates.  This made adjustable-rate mortgages (ARMs) more 
fixed-rate and less adjustable-rate in nature, extending their durations 
and making them more sensitive to subsequent changes in interest rates.  
Although the "extension" of mortgage securities in 1994's rising rate 
environment was predictable (and well prepared for by the Series, by virtue 
of its investment in the Portfolio), investors in general appeared to be 
surprised, or at least disappointed, as many left the market.  ARM mutual 
funds shrank dramatically during the year as many funds failed to deliver 
on promises or expectations of price stability.  Government mortgage mutual 
funds also experienced very substantial outflows during the year; and banks 
curtailed their purchases of ARMs as the market depreciation of their 
existing holdings was deducted from their reported capital.

     Rising volatility and extending durations hurt mortgage security returns 
during the first part of the Series' fiscal year.  Through November 1994, 
the Series had outperformed its benchmark by only 17 basis points.  
Adjustable-rate mortgages underperformed generic fixed-rate mortgages during 
most of 1994, so the Portfolio, and the Series, by virtue of its investment 
in the Portfolio, took advantage of the opportunity by increasing its position 
in ARMs issued by GNMA.  In December 1994 and January 1995, investors realized 
that ARMs had become considerably undervalued and bid up the prices of ARMs 
relative to the mortgage securities market in general.  During this time, 
fixed-rate mortgages also performed well.  In these two months, the Series 
earned 110 basis points over its six-month U.S. Treasury Bill benchmark.

     In February and March 1995 the mortgage markets were "treading water" as 
rates declined and spreads held relatively firm.  The Portfolio took advantage 
of the strength of the earlier mortgage performance to reduce ARM holdings 
in the first months of 1995 and to increase the its cash position for future 
opportunities. 

     The Series' and Portfolio's approach to investment in the mortgage 
markets is to hold relatively liquid, easy to price, government mortgage 
securities in a portfolio with minimal interest rate risk relative to its 
benchmark.  With only small exposures to credit risk, interest-rate risk 
and liquidity risk, the Series seeks actively to take advantage of changes 
in relative value among liquid mortgage securities markets.  This portfolio
management style is reflected in the Portfolio's 438% portfolio turnover 
for the year ended March 31, 1995.  The markets in which the Series executes 
most of its transactions are so liquid that transactions costs are 
relatively small, especially in relation to the return advantage gained 
from these transactions. 


     The Series' and Portfolio's strong risk management discipline stood it 
in good stead during the fiscal year.  Because the Series' risk is always 
targeted to a six-month duration, we proactively prepare for the change in 
the portfolio's effective maturity that we expect will occur should interest 
rates either rise or fall.  We therefore had in place hedge instruments 
which counteracted the effects of rising interest rates during the fiscal 
year.  Gains on the Portfolio's hedge instruments significantly offset 
depreciation of the core investments, enabling the Series and Portfolio to 
deliver the low risk profile specified in the Prospectus and to outperform 
the benchmark at the same time.






SMITH BREEDEN SHORT DURATION U.S. GOVERNMENT SERIES
SCHEDULE OF INVESTMENTS                                       March 31, 1995


                                                                     Market
  Face amount                           Security                      Value

                  U.S. GOVERNMENT & AGENCY OBLIGATIONS - 102.55%

                  FEDERAL HOME LOAN MORTGAGE CORP. - 33.11% *

                  FHLMC GOLD:
   $24,933,273    7.50%, due 06/01/24-07/01/24...............    $24,143,753
    20,989,707    8.00%, due 09/01/24 to (a).................     20,786,732
    20,000,000    8.50%, due (a).............................     20,218,750

                  FHLMC FLOATING-RATE REMIC:
     7,308,287    6.83%, due 03/15/24 (b)....................      7,158,124

                  TOTAL FEDERAL HOME LOAN MORTGAGE CORP.
                  (Cost $72,466,365)                              72,307,359
     
                  FEDERAL NATIONAL MORTGAGE ASSOCIATION - 16.62% *

                  FNMA:
    20,383,132    8.50%, due 01/01/25 .......................     20,592,011

                  FNMA ARM & FLOATING-RATE REMIC:
    11,962,925    6.78%, due 02/25/24 (b).................        11,710,114
       468,440    6.89%, due 12/01/15........................        471,392
       847,476    6.99%, due 06/01/20........................        863,629
       239,776    7.08%, due 12/01/26 .......................        246,864
     1,065,438    7.45%, due 01/01/16 .......................      1,100,566
       555,568    7.50%, due 01/01/18 .......................        565,379

                  FNMA INTEREST ONLY **:
     2,338,485    9.00%, due 07/25/21........................        752,693

                  TOTAL FEDERAL NATIONAL MORTGAGE ASSOCIATION      

                  (Cost $35,548,396                               36,302,648 

                  GOVERNMENT NATIONAL MORTGAGE ASSOCIATION - 52.55% *

                  GNMA:
    28,722,855    7.00%, due 11/15/22-03/15/24...............     26,889,586
     2,059,451    9.50%, due 07/15/09 to 09/15/21............      2,165,604

                  GNMA ARM:
     3,052,322    6.13%, due 11/20/22.........................     2,997,014
    82,150,000    7.00%, due (a)..............................    82,714,781

                  TOTAL GOVERNMENT NATIONAL MORTGAGE ASSOCIATION 114,766,985    








                  UNITED STATES TREASURY BILLS - 0.27%

                  UNITED STATES TREASURY BILL ***
        20,000    5.71%, due 06/29/95 ........................        19,725
        50,000    5.69%, due 06/29/95 ........................        49,312
        20,000    5.68%, due 06/29/95 ........................        19,725
       500,000    5.65%, due 06/29/95 .......................        493,125

                  TOTAL UNITED STATES TREASURY BILLS
                  (Cost $581,743)                                    581,887
                  
                  TOTAL U.S. GOVERNMENT & AGENCY OBLIGATIONS
                  (Cost $223,617,515)                            223,958,879
              
Notional Amount   INTEREST RATE SWAP CONTRACTS - 1.88%

   $20,000,000    Contract dated 06/22/93 with Prudential Global Funding,
                  Expires 06/22/98.................................. 938,753
    20,000,000    Contract dated 08/31/93 with Salomon Swapco,
                  Expires 08/31/00.................................1,740,853
    20,000,000    Contract dated 12/02/93 with Morgan Guaranty,
                  Expires 12/02/00.................................1,432,554

                  TOTAL INTEREST RATE SWAP CONTRACTS............   4,112,160 

                                                                      Market
Notional amount                         Security                       Value

                  THREE MONTH LIBOR INTEREST RATE CAP CONTRACTS - 3.84

   $50,000,000    Contract with Credit Suisse Financial Products, expi
                  Strike rate 7.00%................................$1,685,000
    75,000,000    Contract with Credit Suisse Financial Products, expi
                  Strike rate 9.00%...................................997,500
    40,000,000    Contract with Morgan Guaranty, expires 10/15/98,
                  Strike rate 5.00%.................................2,655,600
    40,000,000    Contract with Salomon SwapCo, expires 11/01/96,
                  Strike rate 5.00%.................................1,098,360
    40,000,000    Contract with Salomon SwapCo, expires 11/15/97,
                  Strike rate 5.00%.................................1,960,240

                  TOTAL THREE-MO. LIBOR INTEREST RATE CAP CONTRACTS 
                  (Cost $5,328,180)                                 8,396,700 

   Contracts      TEN YEAR NOTE PUT OPTION CONTRACTS - 0.02%

            50    Expires 6/95, Strike Price $98....................... 1,563
            50    Expires 6/95, Strike Price $103......................32,813

                  TOTAL TEN YEAR NOTE PUT OPTION CONTRACTS
                  (Cost $75,450                                        34,376 

                  TOTAL INVESTMENTS (Cost $229,021,146).......... 236,502,115   

  Face Amount     REPURCHASE AGREEMENTS- 48.03%

   $59,000,000    Morgan Stanley, 6.10%, due 04/04/95 dated 03/28/95

                  Collateralized by $60,189,173 FNMA ARM, 6.25%, 
                  5.56%, 5.37% due 12/01/18-05/01/19 with  
                  a market value of $60,179,105                     59,000,000

    45,900,000    Nomura, 6.15%, due 04/07/95 dated 03/31/95
                  Collateralized by $47,492,878 FNMA FRM, 6.0%, 8.0%,
                  due 06/01/08-11/01/21 with a market value of
                  $46,997,288                                       45,900,000

                  TOTAL REPURCHASE AGREEMENTS (Cost $104,900,000)..104,900,000 

                  TOTAL INVESTMENTS AND REPURCHASE AGREEMENTS               
                      (Cost $333,921,146) - 156.32%................341,402,115 

                  OTHER LIABILITIES LESS CASH AND OTHER ASSETS
                  -(56.32%)                                       (122,970,450) 

                  NET ASSETS - 100.00%                            $218,431,665  


   *   Mortgage-backed obligations are subject to principal paydowns as a result
   of prepayments or refinancings of the underlying mortgage instruments.  As a
   result,the average life may be substantially less than the original maturity.
   The interest rate shown is the rate in effect at March 31, 1995. 
   ARM's have coupon rates which adjust periodically.
   The adjusted rate is determined by adding a spread to a specified index.

   **  Represents an interest only stripped mortgage-backed security.

   *** The interest rate shown is the discount rate paid at the time of purchase
   by the Fund.


   (a) To be announced.
   (b) Real Estate Mortgage Investment Conduit

   Portfolio Abbreviations

   ARM- Adjustable-rate mortgage
   FHLMC- Federal Home Loan Mortgage Corporation
   FNMA- Federal National Mortgage Association
   GNMA- Government National Mortgage Association


   The accompanying notes are an integral part of these financial statements.




      SMITH BREEDEN SHORT DURATION U.S. GOVERNMENT SERIES
      STATEMENT OF ASSETS AND LIABILITIES
      MARCH 31, 1995


      ASSETS:
         Investments at market value 
          (identified cost $229,021,146)(Note 1)............ $236,502,115
         Repurchase agreements (cost $104,900,000)(Note 1)..  104,900,000
         Cash ..............................................       72,897
         Receivables:
            Interest........................................    1,364,434
            Miscellaneous...................................       15,028
            Securities sold.................................      219,933
         Prepaid expenses...................................       45,539
         Deferred organization expenses.....................       19,177

              TOTAL ASSETS..................................  343,139,123

      LIABILITIES:
         Variation margin on futures contracts (Note 1).....       21,998
         Accrued expenses...................................      100,968
         Payables:					    
           Securities purchased.............................  121,598,606
            Payable for shares redeemed.....................    2,910,348
            Due to adviser (Note 3).........................       75,538

              TOTAL LIABILITIES.............................  124,707,458

      NET ASSETS:
         (Applicable to outstanding shares of 22,050,739
            unlimited number of shares of beneficial
            interest authorized; no stated par)............. $218,431,665

         Net asset value, offering price and redemption
            price per share ($218,431,665 / 22,050,739).....        $9.90

      SOURCE OF NET ASSETS:
         Paid in capital.................................... $222,111,273
         Accumulated net realized loss on investments.......  (10,954,167)
         Net unrealized appreciation(depreciation) of 
	 investments, interest rate swap and
         futures contracts..................................    7,274,559

              NET ASSETS.................................... $218,431,665


The accompanying notes are an integral part of these financial statements.










      SMITH BREEDEN SHORT DURATION U.S. GOVERNMENT SERIES
      STATEMENT OF OPERATIONS
      FOR THE YEAR ENDED MARCH 31, 1995


      INVESTMENT INCOME:
         Dividends...................................... $13,729,868

      EXPENSES:
         Distribution fees (Note 3).....................     188,180
         Registration fees..............................      20,118
         Transfer agent fees............................      28,093
         Custodian fees.................................       4,712
         Legal fees.....................................      31,305
         Accounting and pricing.........................      26,336
         Amortization of organization expenses (Note 1).       9,603
         Trustees fees and expenses.....................      43,414
         Insurance......................................      15,191
         Other..........................................       4,904

             TOTAL EXPENSES BEFORE REIMBURSEMENT........     371,856

             Expenses reimbursed by Adviser (Note 3)....    (146,256)

             NET EXPENSES...............................     225,600

             NET INVESTMENT INCOME .....................  13,504,268

      REALIZED AND UNREALIZED LOSS ON INVESTMENTS:
         Net realized loss on investments...............  (1,414,168)
         Change in unrealized appreciation(depreciation)
           of investments...............................   1,365,349

         Net realized and unrealized loss on 
           investments..................................     (48,819)

         Net increase in net assets resulting from 
           operations................................... $13,455,449



The accompanying notes are an integral part of these financial statements.








      SMITH BREEDEN SHORT DURATION U.S. GOVERNMENT SERIES
      STATEMENTS OF CHANGES IN NET ASSETS

				   
                                                Year Ended       Year Ended
                                               March 31, 1995  March 31, 1994
      OPERATIONS:
         Net investment income..............   $13,504,268       $4,653,713
         Net realized loss on investments...    (1,414,168)        (382,998)
         Change in unrealized appreciation
            (depreciation) of investments...     1,365,349       (1,572,884)

         Net increase in net assets 
             resulting from operations......    13,455,449        2,697,831

      DISTRIBUTIONS TO SHAREHOLDERS:
         Dividends from net investment
             income.........................   (13,504,268)      (4,702,281)
         Dividends in excess of net 
             investment income..............           (90)               -

         Total distributions................   (13,504,358)      (4,702,281)

      CAPITAL SHARE TRANSACTIONS:
         Shares sold........................    94,549,923      292,685,905
         Shares issued on reinvestment of 
	    distributions...................     4,346,125  	  2,411,081
         Shares redeemed....................   (98,582,965)    (123,456,251)
         Increase in net assets resulting 
            from capital share 
            transactions (a)................       313,083      171,640,735

             TOTAL INCREASE IN NET ASSETS...       264,174      169,636,285

      NET ASSETS:
         Beginning of period ...............   218,167,491       48,531,206

         End of period......................  $218,431,665     $218,167,491

      (a)  Transactions in capital shares 
           were as follows:
              Shares sold...................     9,582,171       29,296,974
              Shares issued on reinvestment 
                of distributions............       441,809          241,234
              Shares redeemed...............   (10,018,137)     (12,346,115)
              Net increase..................         5,843       17,192,093
              Beginning balance ............     2,044,896        4,852,803

              Ending balance................    22,050,739       22,044,896


The accompanying notes are an integral part of these financial statements.











    SMITH BREEDEN SHORT DURATION U.S. GOVERNMENT SERIES
    FINANCIAL HIGHLIGHTS

    The following average per share data, ratios and supplemental
    information have been derived from information
    provided in the financial statements.



                                   Year          Year	      For the Period 
                                   Ended         Ended       March 31, 1992 to
                             March 31, 1995  March 31, 1994  March 31, 1993(1) 

    Net Asset Value, 
      Beginning of Period.......   $9.90        $10.00		     $10.00

Income From Investment Operations
      Net investment income.....   0.628         0.432		      0.552
      Net realized and unrealized 
        gain (loss)
        on investments..........       -        (0.070)		      0.002

          Total from investment 
          operations............   0.628         0.362		      0.554

Less Distributions
      Dividends from net investment 
        income..................  (0.628)       (0.462)		     (0.554)

          Total distributions...  (0.628)       (0.462)		     (0.554)

    Net Asset Value, 
    End of Period...............   $9.90         $9.90		     $10.00

    Total Return ...............    6.58%         3.67%		       5.67%

Ratios/Supplemental Data
      Net assets, end of period. $218,431,665  $218,167,491	  $48,531,206
      Ratio of expenses to 
        average net assets (2)..    0.11%         0.29%		       0.27%
      Ratio of net investment	    
       income to average 
        net assets (3)...........   6.33%         4.17%		       4.53%
      Portfolio turnover rate....     47%          112%		          3%
    ______________________

    (1)  Commencement of operations.

    (2)  The annualized operating expense ratios prior to reimbursment of 
          expenses by the Adviser were 0.17%, 0.45% and 1.63% for the Short 
          Duration U.S. Government Series for the years ended 
          March 31, 1995, March 31, 1994, and period ended March 31, 1993, 
          respectively.

    (3) The annualized net investment income ratios prior to reimbursment 
          of expenses by the Adviser were 6.26%, 3.72%, and 3.17% for the 
          Short Duration U.S. Government Series for the years ended 
          March 31, 1995, March 31, 1994, and period ended March 31, 1993, 
          respectively.



The accompanying notes are an integral part of these financial statements.










NOTES TO FINANCIAL STATEMENTS 


1.   SIGNIFICANT ACCOUNTING POLICIES

Smith Breeden Series Fund (the "Fund") is an open-end, diversified 
management investment company registered under the Investment Company 
Act of 1940, as amended.  The Fund offers shares in two series:  
Smith Breeden Short Duration U.S. Government Series (the "Short Series" 
or "Series") and Smith Breeden Intermediate Duration U.S. Government 
Series ("Intermediate Duration Series").  For the year ended March 31, 
1995, the Short Series sought to achieve its investment objective by 
investing all of its assets in Smith Breeden Short Duration U.S. 
Government Fund (the "Short Fund"), an open-end, diversified management 
investment company having the same investment objective as the Series. 
However, at the close of business on March 31, 1995, pursuant to a plan 
of liquidation adopted March 1, 1995 by the Board of Trustees of the 
Short Fund, and approved by the Board of Trustees of the Short Series, 
the Short Series redeemed in-kind its shares of the Short Fund.  The 
assets of the Short Fund were transferred in proportion to the Short 
Series' ownership of the Short Fund in cancellation of its shares.  
Accordingly, the Schedule of Investments for the Short Series, which is 
included in this report, reflects the transfer of the assets from the 
Short Fund to the Short Series at the close of business on March 31, 1995 
and the cancellation of the Short Series' shares.  The following is a 
summary of significant accounting policies consistently followed by 
either the Short Fund or Short Series (the "Funds").

A.   Security Valuation:  Securities are valued at current market value 
provided by a pricing service or by a bank or broker/dealer experienced 
in such matters, when over-the-counter market quotations are readily 
available.  Securities and other assets for which market prices are not 
readily available are valued at fair market value as determined in 
accordance with the procedures approved by the Board of Trustees.  All 
money market instruments and debt securities originally purchased with 
remaining maturities of 60 days or less shall be valued at their amortized 
cost.

B.   Repurchase Agreements:  Repurchase agreements may be entered into 
with member banks of the Federal Reserve System having total assets in 
excess of $500 million and securities dealers, provided that such banks 
or dealers meet the credit guidelines of the Funds' Board of Trustees.  In
a repurchase agreement, securities are acquired from a third party with the 
commitment that they will be repurchased by the seller at a fixed price on 
an agreed upon date.  The custodian maintains control or custody of 
securities collateralizing repurchase agreements until maturity of the 
repurchase agreements.  The value of the collateral will be monitored 
daily, and if necessary, additional collateral is received to ensure that 
the market value of the underlying assets remains sufficient to protect the
Series in the event of the seller's default.  However, in the event of 
default or bankruptcy of the seller, the right to the collateral may be 
subject to legal proceedings.

C.   Reverse Repurchase Agreements:  A reverse repurchase agreement involves 
the sale of portfolio assets concurrently with an agreement to repurchase 
the same assets at a later date at a fixed price.  Assets will be 
maintained in a segregated account with the custodian, which will be 
marked to market daily, consisting of cash, U.S. Government securities or 
other liquid high-grade debt obligations equal in value to the obligations 
under the reverse repurchase agreements.  In the event the buyer of 
securities under a reverse repurchase agreement files for bankruptcy or 
becomes insolvent, the use of the proceeds under the agreement may be 
restricted pending a determination by the other party, or its trustee or 
receiver whether to enforce the obligation to repurchase the securities.


D.   Dollar Roll Agreements:  A dollar roll is an agreement to sell 
securities for delivery in the current month and simultaneously contract 
to repurchase substantially similar (same type and coupon) securities on 
a specified future date.  During the roll period, principal and interest 
paid on these securities are not received.  Compensation under the dollar 
roll agreement is represented by the difference between the current sales 
price and the forward price for the future purchase (often referred to as 
the "drop") as well as by the interest earned on the cash proceeds of the 
initial sale.

E.   Investment Income:  The Short Series earned income, net of expenses, 
on its investment in the Short Fund.

F.   Distributions and Taxes:  The Short Series intends to continue to 
qualify for and elect the special tax treatment afforded regulated 
investment companies under Subchapter M of the Internal Revenue Code, 
thereby relieving the Series of Federal income taxes.  To so qualify, 
the Series intends to distribute substantially all of its net investment 
income and net realized capital gains, if any, less any available 
capital loss carry forward.  As of March 31, 1995, the Series had a 
net capital loss carry forward of $981,362 with $589 expiring 
on March 31, 2001 and $75,461 expiring on March 31, 2002 and $905,312 
expiring on March 31, 2003.

G.   Determination of Gains or Losses on Sales of Securities:  Gains or 
losses on the sale of securities are calculated for accounting and tax 
purposes on the identified cost basis.

H.   Deferred Organization Expenses:  Deferred organization expenses are 
being amortized on a straight-line basis over five years.

I.   Securities Transactions and Investment Income:  Interest income is 
accrued daily on both long-term bonds and short-term investments.  
Interest income also includes net amortization from the purchase of 
fixed-income securities.  Transactions are recorded on the first business 
day following the trade date.  Realized gains and losses from security 
transactions are determined and accounted for on the basis of identified 
cost.

2.   FINANCIAL INSTRUMENTS

Derivative Financial Instruments Held or Issued for Purposes other than 
Trading: Interest rate futures, swaps, caps and options contracts are 
used for risk management purposes in order to reduce fluctuations in 
net asset value relative to the targeted option-adjusted duration.  

A.   Futures Contracts:  Upon entering into a futures contract, either 
cash or securities in an amount (initial margin) equal to a certain 
percentage of the contract value is required to be deposited in a 
segregated account.  Subsequent payments (variation margin) are made 
or received each day.  The variation margin payments are equal to the 
daily changes in the contract value and are recorded as unrealized 
gains or losses.  A realized gain or loss is recognized when the 
contract is closed or expires equal to the difference between the 
value of the contract at the time it was opened and the value at the 
time it was closed.  


The following open futures contracts had been assigned by the Short Fund 
to the Short Series as of the close of business on March 31, 1995:

			     
                   Principal                     Expiration     Unrealized
Type               Amount           Position     Month          Gain/(Loss)

5 year Treasury    $ 29,900,000        Long      June, 1995     $ ( 44,455)

10 year Treasury   $ 8,500,000         Short     June, 1995          1,071

6 month Treasury   $ 100,000,000       Long      June, 1995          3,301

3 month Eurodollar $ 350,000,000       Long      March, 1995       255,964

3 month Eurodollar $ 47,000,000        Short     March, 1996         9,088     

3 month Eurodollar $ 47,000,000        Short     March, 1997        17,588

3 month Eurodollar $ 107,000,000       Short     March, 1998         3,618

3 month Eurodollar $ 161,000,000       Short     March, 1999      ( 41,819)
 
3 month Eurodollar $ 182,000,000       Short     March, 2000      ( 66,370)

3 month Eurodollar $ 208,000,000       Short     March, 2001      (109,456)
							     
3 month Eurodollar $ 65,000,000        Short     March, 2002      ( 46,990)

3 month Eurodollar $100,000,000        Short     March, 2003      (187,950)

             
                                                                $ (206,410)

Futures transactions involve costs and may result in losses.  The effective 
use of futures strategies depends on the Series' ability to terminate 
futures positions at times when the Series' investment adviser deems it 
desirable to do so.  The use of futures also involves the risk of imperfect 
correlation among movements in the values of the securities underlying the 
futures purchased and sold by the Series, of the futures contract itself, 
and of the securities which are the subject of a hedge.

The aggregate market value of instruments pledged to cover margin 
requirements for the open position at March 31, 1995 was $581,452.

B.  Interest Rate Swap Contracts:  Interest rate swaps involve the exchange 
by one party with another party of their respective commitments to pay or 
receive interest.  The interest rate swap contracts assigned by the Short 
Fund to the Short Series had been entered into on a net basis, i.e., the 
two payment streams are netted out, with the Short Series receiving or 
paying, as the case may be, only the net amount of the two payments.  As 
of March 31, 1995, the Short Series had been assigned by the Short Fund 
three interest rate swap contracts.  In each of the contracts, the Short
Fund had agreed to pay a fixed rate and receive a floating rate.  The 
floating rate on the three contracts resets quarterly and is the three 
month London Interbank Offered Rate ("LIBOR").  Interest rate swap 
contracts will not be entered into unless the unsecured commercial paper, 
unsecured senior debt or the claims-paying ability of the other party 
thereto is rated either AA or A-1 or better by Standard & Poor's 
Corporation or Aa or P-1 or better by Moody's Investors Service, Inc. 
(or is otherwise acceptable to either agency) at the time of entering into 
such transaction.  If there is a default by the other party to the swap 
transaction, the Short Series will be limited to contractual remedies 
pursuant to the agreements related to the transaction.  There is no 
assurance that interest rate swap contract counterparties will be able to 
meet their obligations pursuant to the swap contracts or that, in the 
event of default, the Short Series will succeed in pursuing contractual 
remedies.  The Short Series thus assumes the risk that it may be delayed 
in, or prevented from, obtaining payments owed to it pursuant to the swap 
contracts.  

The Short Series' interest receivable on the interest rate swap contracts 
was $27,967.  No collateral is required to be maintained on these contracts.

C.  Interest Rate Cap Contracts:  The purchase of an interest rate cap 
entitles the purchaser, to the extent that a specified index exceeds a 
predetermined interest rate, to receive payments of interest on a notional 
principal amount from the party selling such interest rate caps.  The Short 
Series' interest receivable on the interest rate cap contracts at 
March 31, 1995 was $254,445.

3.  TRANSACTIONS WITH AFFILIATES

The Short Fund and the Series each paid their respective expenses in the year 
ended March 31, 1995 and the Series will continue to do so.  Smith Breeden 
Associates, Inc. (the "Adviser"), a registered investment adviser, provided 
the Short Fund with investment management services.  As all of the Fund's 
assets were invested in the Short Fund for the year ended March 31, 1995, the 
Series did not directly pay advisory fees.  Fees of the Adviser were paid by 
the Short Fund.  However, as of the close of business on March 31, 1995, the 
Adviser will provide investment management services to the Short Series, and 
the Series will the pay the Adviser directly.

The Adviser voluntarily agreed to reimburse normal business expenses of the 
Short Series through March 31, 1995 so that total direct and indirect operating 
expenses would not exceed 0.78% of its average net assets.  This voluntary 
agreement may be terminated at any time by the Adviser in its sole discretion 
after March 31, 1995.  The Adviser has also agreed to reduce its fees payable 
(to the extent of such fees) by the amount the Series' direct and indirect 
expenses would, absent the fee reduction, exceed the applicable expenses 
limitations imposed by state securities administrators.  For the year ended 
March 31, 1995, the Adviser received no fees and reimbursed the Short Series 
$146,256. 

Certain officers and trustees of the Fund are also officers and directors of 
the Adviser.

Pursuant to Rule 12b-1 under the Investment Company Act of 1940 ("1940 Act"), 
the Series adopted a distribution plan pursuant to which Fund/Plan Broker 
Services, Inc., the Series' principal underwriter (the "Principal 
Underwriter") would receive a fee, accrued daily and paid monthly, at an
annual rate of 0.25% of the Short Series' average daily net assets, regardless 
of the amount of expenses incurred by the Principal Underwriter, to 
compensate the Principal Underwriter for services provided in connection with 
sales of shares of the Series, including bearing the cost of printing of 
prospectuses used for sales, advertising expenses, and marketing allowances, 
promotional incentives and other compensation paid to its employees or other 
dealers that sell shares of the Series.  For the four months ended 
July 31, 1994, the Series paid the Principal Underwriter $188,180 for such 
fees. 

This plan terminated August 1, 1994, at which point the Series adopted a 
different Distribution and Services Plan ( the "Plan") pursuant to Rule 12b-1 
under the 1940 Act.  The Short Fund had also adopted an identical Plan.  
The purpose of the Plan is to permit the Adviser to compensate investment 
dealers and other persons involved in servicing shareholder accounts for 
services provided and expenses incurred in promoting the sale of shares of 
the Short Fund or Series, as the case may be, reducing redemptions, or 
otherwise maintaining or improving services provided to shareholders by 
such dealers or other persons.  The Plan provides for payments by the 
Adviser, out of the advisory fee paid to it by the Short Fund or Series, 
as the case may be, to dealers and other persons at the annual rate of up 
to 0.25% of the Short Fund's or Series' average net assets, as the case 
may be, subject to the authority the Trustees of the Short Fund or Series, 
as the case may be, to reduce the amount of payments permitted under the 
Plan or to suspend the Plan for such periods as they may determine.  
Subject to these limitations, the amount of such payments and the purposes 
for which they are made shall be determined by the Adviser.  

4.  INVESTMENT TRANSACTIONS

During the year ended March 31, 1995, purchases and proceeds from sales of 
securities, other than short-term investments, aggregated $99,328,403 and 
$100,371,923 respectively for the Series.  The cost of securities assigned 
by the Short Fund to the Short Series for federal income tax purposes at 
March 31, 1995, is $333,921,145.  Net unrealized appreciation consists of:

     Gross unrealized appreciation $  9,448,111
     Gross unrealized depreciation   (2,173,552)
     Net unrealized appreciation . $  7,274,559 







INDEPENDENT AUDITORS' REPORT

The Board of Trustees and Shareholders,
Smith Breeden Short Duration U.S. Government Series
     of the Smith Breeden Series Fund:

We have audited the accompanying statement of assets and liabilities, 
including the schedule of investments, of the Smith Breeden Short Duration 
U.S. Government Series of the Smith Breeden Series Fund as of March 31, 1995, 
and the related statements of operations for the year ended and changes in 
net assets for each of the years in the two- year period then ended and 
financial highlights for each of the years in the two-year period then ended 
and the period March 31, 1992 (commencement of operations) to March 31, 1993.  
These financial statements and financial highlights are the responsibility 
of the Fund's management.  Our responsibility is to express an opinion on 
these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with generally accepted auditing 
standards.  Those standards require that we plan and perform the audit to 
obtain reasonable assurance about whether the financial statements and 
financial highlights are free of material misstatement.  An audit includes 
examining, on a test basis, evidence supporting the amounts and	disclosures 
in the financial statements.  Our procedures included confirmation of 
securities owned at March 31, 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 audits 
provide 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 the Smith 
Breeden Short Duration U.S. Government Series of the Smith Breeden Series 
Fund as of March 31, 1995, the results of its operations, the changes 
in net assets, and financial highlights for the respective stated periods 
in conformity with generally accepted accounting principles.




Deloitte & Touche LLP
Princeton, New Jersey
May 12, 1995



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