SMITH BREEDEN SERIES FUND
N-30D, 1996-11-27
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SMITH BREEDEN SHORT DURATION U.S. GOVERNMENT SERIES                    
SCHEDULE OF INVESTMENTS  (Unaudited)                               
SEPTEMBER 30, 1996                              
                              
                                                               Market   
Face Amount  Security                                          Value      
                             
             U.S. GOVERNMENT & AGENCY OBLIGATIONS - 144.76%                  
                                
             FEDERAL HOME LOAN MORTGAGE CORP. -61.50% *                       
                              
             FHLMC GOLD:                          
31,803,609   7.00%, due 5/01/11 to 9/01/11..................   31,490,534   
30,172,082   7.00%, due (a).................................   30,133,950     
23,704,372   7.50%, due 6/01/24 to 7/01/26 .................   23,458,751    
 9,100,000   8.00%, due (a) ................................    9,162,563     
   997,490   8.00%, due 9/01/24 to 5/01/25..................    1,007,459   
     8,757   8.50%, Balloon, due 11/01/96 ..................        8,757    
30,052,466   8.50%, due 11/01/24 to 9/01/26 ................   30,878,640    
                            
             TOTAL FEDERAL HOME LOAN MORTGAGE CORP                          
                (Cost $125,949,608) ........................  126,140,654    
                              
             FEDERAL NATIONAL MORTGAGE ASSOCIATION - 0.27% *                  
                                 
             FNMA INTEREST ONLY **:                          
 1,785,352   9.00%, due 7/25/21 ............................      563,140   
                              
             TOTAL FEDERAL NATIONAL MORTGAGE ASSOCIATION                      
                (Cost $286,756) ............................      563,140   
                              
             GOVERNMENT NATIONAL MORTGAGE ASSOCIATION - 82.75% *            
                             
             GNMA:                          
26,865,001   8.00%, due 7/01/26 to 9/15/26 .................   27,139,624     
 1,498,642   9.50%, due 7/15/09 to 4/15/25 .................    1,613,193
                              
             GNMA ARM:                          
 4,000,000   5.00%, due (a) ................................    3,848,750
15,350,000   5.50%, due (a) ................................   15,011,063
62,266,113   5.50%, due 11/20/25 to 12/20/25................   62,054,716
13,709,000   6.00%, due 4/20/26 to 6/20/26..................   13,688,256
10,550,000   6.50%, due (a) ................................   10,573,078
   464,899   6.50%, due 3/20/21 ............................      471,188
   341,334   7.00%, due 12/20/22 ...........................      345,938
 3,030,166   7.125%, due 4/20/22 to 4/01/24 ................    3,072,415
 1,745,166   7.25%, due 7/20/17 to 7/20/18 .................    1,778,265
                              
             GNMA FRM:                          
30,000,000   8.00%, due (a) ................................   30,140,625
                              
             TOTAL GOVERNMENT NATIONAL MORTGAGE ASSOCIATION          
                (Cost $169,319,507) ........................  169,737,111
                              
             U.S. GOVERNMENT OBLIGATIONS - 0.24%                          
                              
             U.S. TREASURY BILL                          
                              
   510,000   5.385%, due 5/29/97 ...........................      492,150
                              
             TOTAL U.S. GOVERNMENT OBLIGATIONS                          
                (Cost $491,691).............................      492,150
                              
             TOTAL U.S. GOVERNMENT & AGENCY OBLIGATIONS               
                (Cost $296,047,562) ........................  296,933,055
                              
Notional Amount

             INTEREST RATE SWAP CONTRACTS - 0.80%                          
                              
20,000,000   Contract dated 6/22/93 with Prudential Global      
             Funding, expires 6/22/98 ......................      238,819
20,000,000   Contract dated 8/31/93 with Salomon Swapco,              
             Expires 8/31/00 ...............................      831,683
20,000,000   Contract dated 12/2/93 with Morgan Guaranty,                 
             Expires 12/2/00 ...............................      590,303
40,000,000   Contract dated 5/15/95 with Salomon Swapco, 
             Expires 5/15/05 ...............................      (13,712)
                              
             TOTAL INTEREST RATE SWAP CONTRACTS ............    1,647,093
                              
Notional Amount                         
                              
             THREE MONTH LIBOR INTEREST RATE CAP CONTRACTS - 1.41%    
                              
40,000,000   Contract with Salomon SwapCo, expires 11/1/96           
             Strike rate 5.00% .............................       23,200
40,000,000   Contract with Salomon SwapCo, expires 11/15/97             
             Strike rate 5.00% .............................      406,400 
40,000,000   Contract with Morgan Guaranty, expires 10/15/98              
             Strike rate 5.00% .............................      918,800
50,000,000   Contract with Salomon SwapCo, expires 4/23/03               
             Strike rate 7.50%..............................    1,537,000
                            
             TOTAL THREE-MO. LIBOR INTEREST RATE CAP                 
                CONTRACTS (Cost $3,013,715) ................    2,885,400 
                              
 Contracts   FUTURES OPTION CONTRACTS - 0.09%                          
                              
         30  Call on 10 Year UST Note futures,                         
             Expires 11/96, strike price $108 ..............       23,438
         50  Call on 10 Year UST Note futures,                          
             Expires 11/96, strike price $109 ..............       22,656
        100  Call on 10 Year UST Note futures,                         
             Expires 11/96, strike price $111 ..............       12,500
         50  Call on 10 Year UST Note futures,                         
             Expires 11/96, strike price $112 ..............        3,125
        100  Put on 10 Year UST Note futures,                         
             Expires 11/96, strike price $102 ..............        7,813
        100  Put on 10 Year UST Note futures,                         
             Expires 11/96, strike price $103 ..............       12,500
        200  Put on 10 Year UST Bond futures,                         
             Expires 11/96, strike price $104 ..............       43,750
        130  Put on 10 Year UST Bond futures,                         
             Expires 11/96, strike price $105 ..............       48,750
                              
             TOTAL FUTURES OPTION CONTRACTS (Cost $346,235).      174,532
                              
             TOTAL INVESTMENTS                          
                (Cost $299,407,512) (147.06%) ..............  301,640,080
                              
 Face Amount REPURCHASE AGREEMENTS - 2.78%:                          
                              
 5,700,000   Morgan Stanley, 5.45%, due 10/01/96                         
             dated 9/24/96 .................................    5,700,000
                              
             TOTAL REPURCHASE AGREEMENTS ...................    5,700,000
                              
             REVERSE REPURCHASE AGREEMENTS - (1.95%):                
                              
 4,000,000   FHLMC, 5.33%, due 10/04/96 dated 9/27/96.......   (4,000,000)
                              
             TOTAL REVERSE REPURCHASE AGREEMENTS ...........   (4,000,000)
                              
             SHORT SALES - (25.00%)                          
                              
30,505,739   FHLMC Gold 7.0% due (a)........................  (30,181,616)
21,106,250   GNMA 7.0% due (a)..............................  (21,106,250)
                              
             TOTAL SHORT SALES (Proceeds $51,156,506).......  (51,287,866)
                              
             OTHER LIABILITIES LESS CASH AND OTHER ASSETS -       
                (22.89%)....................................  (46,932,450)
                              
             NET ASSETS - 100.00%                             205,119,764
                              
                                 
 *    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 September 30, 1996.  ARMs 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.
                              
 (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. 
                              

<PAGE>
SMITH BREEDEN SHORT DURATION U.S. GOVERNMENT SERIES
STATEMENT OF ASSETS AND LIABILITIES
SEPTEMBER 30, 1996
(Unaudited)

ASSETS:
   Investments at market value
      (identified cost $299,407,512)(Note 1).......    $301,640,080
   Repurchase agreement (cost $5,700,000) (Note 1).       5,700,000
   Receivables:
      Subscriptions................................          68,927
      Securities sold..............................     139,895,356
      Interest.....................................       1,601,088
   Prepaid expenses................................          20,475
   Deferred organization expenses (Note 1).........           4,733
        TOTAL ASSETS...............................     448,930,659

LIABILITIES:
   Reverse repurchase agreement (Note 1)...........       4,000,000
   Short sales at market value                             
      (identified proceeds $51,156,506)............      51,287,866
   Payables:
      Variation margin on
      futures contracts (Note 2)...................           7,175
      Redemptions..................................         276,576
      Securities purchased.........................     187,963,383
      Swap interest................................          66,439
      Due to adviser (Note 3)......................         121,936
      Bank overdraft...............................          26,120
      Accrued expenses.............................          61,400
        TOTAL LIABILITIES..........................     243,810,895

NET ASSETS:
   (Applicable to outstanding shares of 20,972,941
      unlimited number of shares of beneficial
      interest authorized; no stated par)..........    $205,119,764
   Net asset value, offering price and redemption
      price per share ($205,119,764 / 20,972,941)..    $       9.78

SOURCE OF NET ASSETS:
   Paid in capital.................................    $211,761,244
   Overdistributed net investment income...........        (809,813)
   Accumulated net realized loss on investments....      (7,956,424)
   Net unrealized appreciation of investments,
      interest rate swaps, short sales                    
      and futures contracts........................       2,124,757
        NET ASSETS.................................    $205,119,764


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




<PAGE>

SMITH BREEDEN SHORT DURATION U.S. GOVERNMENT SERIES
STATEMENT OF OPERATIONS 		
FOR THE SIX MONTHS ENDED SEPTEMBER 30, 1996       
(Unaudited)								
								
								
INVESTMENT INCOME:						
   Interest and discount earned, net of premium         	
   amortization and interest expense (Note 1)......	$ 6,296,496

EXPENSES:					
   Advisory fees (Note 3)..........................	    780,894
   Accounting and pricing services fees............	     35,825
   Custodian fees..................................          39,681
   Audit and tax preparation fees..................	     33,000
   Legal fees......................................	     32,790
   Amortization of organization expenses 			
   (Note 1)........................................	      4,815
   Transfer agent fees.............................	     16,326
   Registration fees...............................	     12,500
   Trustees fees and expenses......................	     50,000
   Insurance.......................................	     11,185
   Other...........................................	      6,144
   TOTAL EXPENSES BEFORE REIMBURSEMENT.............       1,023,160
   Expenses reimbursed by Adviser 				
   (Note 3)........................................        (153,021)
   NET EXPENSES....................................	    870,139
   NET INVESTMENT INCOME ..........................	  5,426,357
							
REALIZED AND UNREALIZED GAIN (LOSS) 				
ON INVESTMENTS:
   Net realized loss on investments................      (1,520,477)
   Change in unrealized appreciation of                		
   investments,interest rate swaps and                     
   futures contracts...............................       3,192,507
   Net realized and unrealized gain 		
   on investments..................................       1,672,030
   Net increase in net assets resulting 			
   from operations.................................     $ 7,098,387
								
								
The accompanying notes are an integral part of these financial statements.
							
						
							
								
							
<PAGE>
									
						   		
SMITH BREEDEN SHORT DURATION U.S. GOVERNMENT SERIES
STATEMENT OF CHANGES IN NET ASSETS		
					
				Six Months
				Ended		
	        		September 30,		Year Ended
				1996			March 31, 1996
				(Unaudited)	     
OPERATIONS:					
   Net investment income......	$5,426,357             $15,412,781
   Net realized gain (loss) on 					
   investments................	(1,520,477)        	 4,639,312
   Change in unrealized                                                
   appreciation (depreciation) 																											
   of investments and																											
   futures contracts..........   3,192,507         	(8,342,309)
   Net increase in net assets			
   resulting from operations..	 7,098,387         	11,709,784
																											
DISTRIBUTIONS TO SHAREHOLDERS:		
   Dividends from net 						
   investment income..........	(5,426,357)            (15,412,781)
   Dividends in excess of net					
   investment income..........	  (809,814)        	  (269,331)
   Total distributions........	(6,236,171)            (15,682,112)
								
CAPITAL SHARE TRANSACTIONS:				
   Shares sold................	28,531,630         	93,214,276
   Shares issued on 						
   reinvestment of
   distributions..............	 1,734,384         	 3,773,450
   Shares redeemed............ (47,833,602)            (89,621,927) 
   Increase (decrease) in net 				
   assets resulting from					
   capital share				
   transactions (a)........... (17,567,588)        	 7,365,799
   TOTAL INCREASE (DECREASE)			
   IN NET ASSETS.............. (16,705,372)        	 3,393,471
																											
NET ASSETS:					
   Beginning of period........ 221,825,136             218,431,665
   End of period..............$205,119,764            $221,825,136

(a)  Transactions in capital 					
     shares were as follows:					
        Shares sold...........   2,925,098         	 9,500,348
        Shares issued on 					
        reinvestment of 				
        distributions.........     178,432         	   386,101
        Shares redeemed.......	(4,900,045)        	(9,167,732)
        Net increase decrease)  (1,796,515)        	   718,717 
        Beginning balance ....	22,769,456         	22,050,739
        Ending balance........	20,972,941         	22,769,456 

																											
The accompanying notes are an integral part of these financial statements.
																											
																											
																											
																											
																											
<PAGE>
																											
																											
<TABLE>                         
SMITH BREEDEN SHORT DURATION U.S. GOVERNMENT SERIES                         
FINANCIAL HIGHLIGHTS <F5>                         
                         
The following average per share data, ratios and supplemental information have been derived                         
from information provided in the financial statements.                         
<CAPTION>                         
                                      Six Months                      
                                      Ended         Year          Year          Year          For the Period      
                                      September 30, Ended         Ended         Ended         March 31,     
                                      1996          March 31,     March 31      March 31,     1992 <F1> To      
                                      (Unaudited)   1996          1995          1994          March 31, 1993      
<S>                                   <C>           <C>           <C>           <C>           <C>      
Net Asset Value, Beginning of Period.  9.74          9.90          9.90         10.00         10.00      
                         
  Income From Investment Operations                         
  Net investment income..............  0.233         0.621         0.628         0.432         0.552      
  Net realized and unrealized                        
   gain (loss) on investments........  0.079        (0.148)           -         (0.070)        0.002      
   Total from investment operations..  0.312         0.473         0.628         0.362         0.554      
                         
  Less Distributions                         
  Dividends from                              
   net investment income............. (0.233)       (0.621)       (0.628)       (0.462)       (0.554)      
  Dividends in excess                              
   of investment income.............. (0.039)       (0.012)           -             -             -      
  Total distributions................ (0.272)       (0.633)       (0.628)       (0.462)       (0.554)
                         
Net Asset Value, End of Period.......  9.78          9.74          9.90          9.90         10.00      
                         
Total Return ........................  6.60% <F4>    4.95%         6.58%         3.67%         5.67%      
                         
Ratios/Supplemental Data                         
  Net assets, end of period.......... $205,119,764  $221,825,136  $218,431,665  $218,167,491  $ 48,531,206       
  Ratio of expenses to                              
  average net assets <F2>............  0.78% <F4>    0.78%         0.78%         0.78%         0.78%      
  Ratio of net investment income                              
  to average net assets <F3>           4.92% <F4>    6.29%         6.33%         4.17%         4.53%      
  Portfolio turnover rate............  262%           225%           47%          112%            3%      
                         
<FN>                         
<F1>                         
Commencement of operations.                         
<F2>                         
The annualized operating expense ratios prior to reimbursement of expenses by the Adviser  
were 0.92%, 0.93%, 0.92%, 1.00%, and 2.58% for the Short Duration U.S. Government Series      
for the six months ended September 30, 1996, and for the years ended March 31, 1996, March 31, 1995,
March 31, 1994, and the period ended March 31, 1993, respectively.  Through March 31, 1995, expense
ratios include both the direct expenses of the Short Duration U.S. Government Series, and the indirect
expenses incurred through the Series' investment in the Short Duration U.S. Government Fund (Note 1).
<F3>                         
The annualized net investment income ratios prior to reimbursement of both direct and indirect 
expenses by the Adviser were 4.78%, 6.13%, 6.18%, 3.95% and 2.73% for the Short Duration
U.S. Government Series for the six months ended September 30, 1996, and for the years ended 
March 31, 1996, March 31, 1995, March 31, 1994, and the period ended March 31, 1993, respectively.
<F4>                         
Annualized                         
<F5>                         
The accompanying notes are an integral part of these financial statements.                         
</FN>                         
</TABLE>                         



<PAGE>

SMITH BREEDEN SHORT DURATION U.S. GOVERNMENT SERIES
NOTES TO FINANCIAL STATEMENTS  (Unaudited)

1.      SIGNIFICANT ACCOUNTING POLICIES
The 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:  the Smith Breeden 
Short Duration U.S. Government Series (the "Short Series" or "Series") and 
the Smith Breeden Intermediate Duration U.S. Government Series ("Intermediate 
Duration Series").  Prior to April 1, 1995, the Short Series sought to 
achieve its investment objective by investing all of its assets in the 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.  

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.  

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.
<PAGE>
NOTES TO FINANCIAL STATEMENTS (cont.)(Unaudited)

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.      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 carryforward.  As of 
March 31, 1996, the Series had a net capital loss carryforward of $2,340,576, 
with $589 expiring on March 31, 2001, $75,461 expiring on March 31, 2002, 
$905,312 expiring on March 31, 2003, and $1,359,214 expiring on March 31, 2004.

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 Organization Expenses:  Deferred organization 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

Derivative Financial Instruments Held or Issued for Purposes other than 
Trading: Interest rate futures, swap, cap and option contracts are used 
for risk management purposes in order to reduce fluctuations in net asset 
value relative to the Series' 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.  
<PAGE>
NOTES TO FINANCIAL STATEMENTS(cont.)(Unaudited)

The Short Series had the following open futures contracts as of September 30,
1996:

		   Notional              Expiration           Unrealized
Type                 Amount  Position    Month               Gain/(Loss)
3 Month 
Treasury      $  70,000,000  Long        December, 1996      $    11,935
5 Year 
Treasury         21,800,000  Long        December, 1996          100,457
10 Year 
Treasury         18,600,000  Short       December, 1996         (109,618)
3 Month 
Eurodollar      382,000,000  Long        December, 1996          223,681
3 Month 
Eurodollar      128,000,000  Long        March, 1997              72,024
3 Month 
Eurodollar       44,000,000  Long        March, 1998               6,402
3 Month 
Eurodollar       29,000,000  Short       March, 1999             (19,706)
3 Month 
Eurodollar      107,000,000  Short       March, 2000            (192,682)
3 Month 
Eurodollar       58,000,000  Short       March, 2001             (62,011)
3 Month 
Eurodollar       62,000,000  Short       March, 2002             (37,279)
3 Month 
Eurodollar       60,000,000  Short       March, 2003              46,980
3 Month 
Eurodollar       30,000,000  Short       March, 2004             (16,635)

							Total    $23,548

Futures transactions involve costs and may result in losses.  The effective 
use of strategies using futures 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.

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 Series' interest rate swap contracts have 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 September 30, 1996, the Short Series had 
four open interest rate swap contracts.  In each of the contracts, the Short 
Series has agreed to pay a fixed rate and receive a floating rate.  The 
floating rate on the 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 payable on the interest rate swap contracts as of 
September 30, 1996 was $66,439, and swap contract interest receivable was 
$8,110.  No collateral is required to be maintained on these contracts.

<PAGE>
NOTES TO FINANCIAL STATEMENTS(cont.)(Unaudited)

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 its four interest rate cap contracts at 
September 30, 1996 was $132,292.

3.      TRANSACTIONS WITH AFFILIATES
Smith Breeden Associates, Inc. (the "Adviser"), a registered investment 
adviser, provides the Short Series with investment management services.  

The Adviser has voluntarily agreed to reimburse normal business expenses of 
the Short Series through March 31, 1997 so that total direct and indirect 
operating expenses 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, 1997.  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 six months ended September 30, 1996, the Adviser received $780,894 
in fees and reimbursed the Short Series $153,021. 

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, effective August 1, 1994, a Distribution and Services 
Plan (the "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 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 the 
advisory fee paid to it by the Short Series, to dealers and other persons at 
the annual rate of up to 0.25% of the Short Series' average net assets, 
subject to the authority the Trustees of the Short 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.  

4.      INVESTMENT TRANSACTIONS
During the six months ended September 30, 1996, purchases and proceeds from 
sales of securities, other than short-term investments, aggregated 
$771,105,675 and $785,498,139 respectively for the Series.  The cost of the 
Short Series' securities for federal income tax purposes at September 30, 
1996, is $ 299,407,512.  Net unrealized appreciation of investments, 
short sales and futures contracts consists of:

	Gross unrealized appreciation.............   $  4,209,757
	Gross unrealized depreciation.............     (2,085,000)
	Net unrealized appreciation...............   $  2,124,757  



        
        
        
        

        
        
SMITH BREEDEN INTERMEDIATE DURATION U.S. GOVERNMENT SERIES     
SCHEDULE OF INVESTMENTS (Unaudited)                   SEPTEMBER 30, 1996
                                        
                						Market
Face Amount     Security        				Value
                                       
 		U.S. GOVERNMENT & AGENCY OBLIGATIONS - 139.16%
                                        
        	FEDERAL HOME LOAN MORTGAGE CORP. - 53.09% *
                                        
        	FHLMC GOLD:                                
 $2,988,306     7.00%, due 7/12/11 ........................   $2,958,889
  2,958,422     7.00%, due (a) ............................    2,922,366
  4,000,000     7.50%, due (a) ............................    3,947,500
  2,224,978     8.00%, due 8/01/09 to 9/01/24 .............    2,255,938
  2,600,000     8.00%, due (a) ............................    2,617,875
  2,997,808     8.50%, due 8/22/26 ........................    3,080,221
  1,848,732     9.00%, due 4/01/25 ........................    1,929,043
                                        
        	TOTAL FEDERAL HOME LOAN MORTGAGE CORP.            
                (Cost $19,650,834).........................   19,711,832
                                        
	        FEDERAL NATIONAL MORTGAGE ASSOC. - 25.87% *   
                                        
        	FNMA:                                
  3,328,251     7.00%, due 1/11/24 to 6/01/24 .............    3,231,906
  3,625,034     7.50%, due 9/01/26  .......................    3,582,911
  1,224,182     8.50%, due 9/01/24 to 2/01/25 .............    1,257,303
  1,430,349     9.50%, due 7/01/16 to 5/01/22..............    1,534,682
                                          
         	TOTAL FEDERAL NATIONAL MORTGAGE ASSOC.   
                (Cost $9,379,401)..........................    9,606,802
                                        
	        GOVERNMENT NATIONAL MORTGAGE ASSOC. - 59.78% *      
                                        
        	GNMA:                                
                                        
  4,000,000     8.00%, due (a) ............................    4,018,750
  8,482,526     8.00%, due 8/26/07 to 9/01/26 .............    8,593,849
                                        
        	GNMA ARM:                                
  4,190,335     5.50%, due 12/20/25 .......................    4,176,109
  2,200,000     5.50%, due (a) ............................    2,151,500
  1,951,620     6.50%, due 12/20/23 .......................    1,957,523
    568,905     7.125%, due 4/20/22........................      579,336
    703,495     7.250%, due 8/20/17 .......................      716,762
                                        
        	TOTAL GOVERNMENT NATIONAL MORTGAGE ASSOC. 
                (Cost $22,045,278).........................   22,193,829
                                        
        	UNITED STATES TREASURY BILLS - 0.42% **
                                        
    160,000     5.39%, due 5/29/97 ........................      154,400
                                        
	        TOTAL UNITED STATES TREASURY BILLS 
                (Cost $154,256)............................      154,400
                                        
	        TOTAL U.S. GOVERNMENT & AGENCY OBLIGATIONS
                (Cost $51,229,769).........................   51,666,863
                                        
Contracts       FUTURES OPTION CONTRACTS- 0.03%
20              Call on 10 Year UST Note futures, expires 11/96,
        	strike price $111..........................        2,500
20              Call on 10 Year UST Note futures, expires 11/96,
        	strike price $112..........................        1,250
20              Put on 10 Year UST Note futures, expires 11/96, 
        	strike price $104..........................        4,375
10              Put on 10 Year UST Note futures, expires 11/96,
	        strike price $105..........................        3,750
                                        
                TOTAL FUTURES OPTION CONTRACTS (Cost $39,221)     11,875
                                        
                TOTAL INVESTMENTS (Cost $51,268,990) - 
		139.19%....................................   51,678,738

                                        
Face Amount	REPURCHASE AGREEMENTS - 2.96%:
                                     
1,100,000       Morgan Stanley, 5.45%, due 10/01/96 
		dated 9/24/96 .............................    1,100,000
                                        
	        TOTAL REPURCHASE AGREEMENTS ...............    1,100,000
                                        
	        SHORT SALES - (15.64%)
                                        
2,958,422       FHLMC Gold 7.0%, due (a)...................   (2,926,989)
3,000,000       GNMA 7.0%, due (a).........................   (2,878,125)
                                       
                TOTAL SHORT SALES (Proceeds $5,785,606)....   (5,805,114)
                                        
	        CASH AND OTHER ASSETS LESS LIABILITIES - 
		(26.51%) ..................................   (9,845,822)
                                        
	        NET ASSETS - 100.00% ......................  $37,127,802
                                        
                                        
                                        
* 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 September 30,
  1996.  ARMs 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.


<PAGE>


SMITH BREEDEN INTERMEDIATE DURATION U.S. GOVERNMENT SERIES        
STATEMENT OF ASSETS AND LIABILITIES        
SEPTEMBER 30, 1996                        
(Unaudited)        
        
        
        
ASSETS:        
   Investments at market value (identified cost         
   $51,268,990)(Note 1)..........................    $51,678,738
   Repurchase agreement (cost $1,100,000) (Note 1)     1,100,000
   Cash..........................................        265,404
   Receivables:        
      Variation margin on futures contracts (Note 2)       3,084
      Interest...................................        271,103
      Subscriptions..............................         10,000
      Securities sold............................     18,501,896
   Prepaid expenses..............................          5,257
   Deferred organization expenses (Note 1).......          5,445
        TOTAL ASSETS.............................     71,840,927
        
LIABILITIES:        
   Short sales at market value  (proceeds
   $5,785,606)...................................      5,805,114
   Payables:        
      Securities purchased.......................     28,415,312
      Distributions..............................        452,261
      Due to advisor (Note 3)....................         21,300
   Accrued expenses..............................         19,138
        TOTAL LIABILITIES........................     34,713,125
        
NET ASSETS:        
   (Applicable to outstanding shares of 3,758,477;                        
    unlimited number of shares of beneficial         
    interest authorized; no stated par)..........     37,127,802
   Net asset value, offering price and redemption                        
    price per share ($37,127,802 / 3,758,477)....          $9.88
         
SOURCE OF NET ASSETS:        
   Paid in capital...............................     37,471,013
   Overdistributed net investment income.........        (96,591)
   Accumulated net realized loss on investments..       (571,065)
   Net unrealized appreciation of investments....        324,445
        NET ASSETS...............................    $37,127,802
        
        
The accompanying notes are an integral part of these financial statements.
         
<PAGE>
        
        
        
SMITH BREEDEN INTERMEDIATE DURATION U.S. GOVERNMENT SERIES        
STATEMENT OF OPERATIONS         
FOR THE SIX MONTHS ENDED SEPTEMBER 30, 1996                       
(Unaudited)        



INVESTMENT INCOME:        
   Interest and discount earned, net of premium
   amortization and interest expense (Note 1) ...      $1,259,521

EXPENSES:        
   Advisory fees (Note 3) .......................         128,191
   Accounting and pricing services fees .........          19,499
   Custodian fees ...............................          11,997
   Audit & tax preparation fees .................           8,500
   Legal fees ...................................           4,932
   Amortization of organization expenses (Note 1)           4,714
   Transfer agent fees ..........................          14,687
   Registration fees ............................          10,000
   Trustees fees and expenses ...................           6,412
   Insurance ....................................           5,285
   Other ........................................             449
       TOTAL EXPENSES BEFORE REIMBURSEMENT ......         214,666
       Expenses reimbursed by Adviser (Note 3) ..         (51,087)
       NET EXPENSES .............................         163,579
       NET INVESTMENT INCOME ....................       1,095,942
                
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
   Net realized loss on investments .............        (155,227)
   Change in unrealized appreciation of investments        94,006
   Net realized and unrealized loss on investments        (61,221)
   Net increase in net assets resulting from        
   operations ...................................      $1,034,721


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

<PAGE>

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


			          Six Months Ended        
                       		  September 30,                       
        			  1996			Year Ended
        			  (Unaudited)		March 31, 1996
OPERATIONS:                
   Net investment income.......    $1,095,942               $2,369,671
   Net realized gain (loss) on                 
   investments.................      (155,227)               1,227,064
   Change in unrealized appreciation                 
   (depreciation) of investments       94,006                 (257,447)
   Net increase in net assets                 
   resulting from operations...     1,034,721                3,339,288
                
DISTRIBUTIONS TO SHAREHOLDERS:                
   Dividends from net investment                 
   income......................    (1,093,843)              (2,358,436)
   Distributions from net realized                 
   capital gains...............      (444,607)                (367,107)
   Total distributions.........    (1,538,450)              (2,725,543)
                
CAPITAL SHARE TRANSACTIONS:                
   Shares sold.................        840,716               1,030,079
   Shares issued on reinvestment                 
   of distributions............        433,935                 702,855
   Shares redeemed.............        (90,060)               (697,235)
   Increase in net assets resulting                 
   from capital share                 
   transactions (a)............      1,184,591               1,035,699
     TOTAL INCREASE IN NET ASSETS      680,862               1,649,444
                
NET ASSETS:                
   Beginning of period.........     36,446,940              34,797,496
   End of period...............    $37,127,802             $36,446,940

(a)  Transactions in capital shares                 
     were as follows:                
        Shares sold............         84,400                 100,992
        Shares issued on reinvestment                 
        of distributions.......         43,795                  69,235
        Shares redeemed........         (9,046)                (69,182)
        Net increase...........        119,149                 101,045
        Beginning balance......      3,639,328               3,538,283
        Ending balance.........      3,758,477               3,639,328



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


<PAGE>

<TABLE>                                           
SMITH BREEDEN INTERMEDIATE DURATION U.S. GOVERNMENT SERIES
FINANCIAL HIGHLIGHTS <F5>                                 


The following average per share data, ratios and supplemental information have been derived 
from information provided in the financial statements.                           
<CAPTION>                                                                            
		        Six Months                                             
        		Ended                                                              
                       	September 30,    Year        	Year           Year           Period  
        		1996             Ended       	Ended          Ended          Ended            
        		(Unaudited)      March 31, 1996 March 31, 1995 March 31, 1994 March 31,1993 <F3>
<S>        		<C>              <C>        	<C>            <C>            <C>          
Net Asset Value, 
Beginning of Period.    $10.01             $9.83          $10.01   	 $10.62		$10.00

Income From Investment 
Operations                                                
  Net investment 
  income............      0.298             0.660           0.664          1.050          0.826 
  Net gain (loss) on 
  securities (both 
  realized and 
  unrealized).......     (0.012)            0.277          (0.049)        (0.601)         0.621 
    Total from 
    investment                                                 
    operations......      0.286             0.937           0.615          0.449          1.447 
                                                
  Less Distributions                                                
  Dividends from net 
  investment income.     (0.297)           (0.656)         (0.664)        (1.044)        (0.826)
  Dividends in excess 
  of net investment 
  income............        -                -             (0.108)           -              -
  Distributions from 
  net realized gains 
  on investments....     (0.119)           (0.101)            -           (0.015)           -
  Distributions in 
  excess of net 
  realized gains 
  on investments....        -                -             (0.022)           -              -
     Total 
     distributions..     (0.416)           (0.757)         (0.794)        (1.059)        (0.826)
                                                
  Net Asset Value, 
  End of Period.....     $9.88            $10.01           $9.83         $10.01         $10.62 

Total Return........      5.90% <F4>        9.69%           6.10%          4.11%         14.93%

Ratios/Supplemental Data                                                
  Net assets, 
  end of period.....     37,127,802      36,446,940       34,797,496     6,779,666      2,923,913
  Ratio of expenses 
  to average                                                
  net assets <F1>...      0.89% <F4>        0.90%           0.90%          0.90%          0.82%
  Ratio of net 
  investment income 
  to average net 
  assets <F2>.......      6.07% <F4>        6.49%           6.20%          7.74%          8.18%
  Portfolio turnover 
  rate..............       262%              193%            557%            84%            42%
______________________                                                
<FN>                                                
<F1>                                                
The annualized ratio of expenses to average net assets prior to reimbursement of expenses by the Adviser was 
1.18%, 1.14%, 2.33%, 2.34%, and 17.52%  for the six months ended September 30, 1996, and the years ended
March 31, 1996, March 31, 1995 and March 31, 1994, and for the period ended March 31, 1993, respectively.
Through August 1, 1994, expense ratios include both the direct expenses of the Intermediate Duration U.S.
Government Series, and the indirect expenses incurred through the Series' investment in the Institutional
Intermediate Duration U.S. Government Fund (Note 5).
<F2>
The annualized ratio of net investment income to average net assets prior to reimbursement of both direct
and indirect expenses by the Adviser was 5.79%, 6.26%, 4.77%, 6.30% and (8.52)% for the six months ended 
September 30, 1996, and the years ended March 31, 1996, March 31, 1995 and March 31, 1994, and for the
period ended March 31, 1993, respectively.
<F3>
The Intermediate Duration U.S. Government Series commenced operations on March 31, 1992.
<F4>
Annualized
<F5>
The accompanying notes are an integral part of these financial statements.
</FN>
</TABLE>

<PAGE>


SMITH BREEDEN INTERMEDIATE DURATION U.S. GOVERNMENT SERIES
NOTES TO FINANCIAL STATEMENTS (Unaudited)                       

1.      SIGNIFICANT ACCOUNTING POLICIES
The 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: the 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.  

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 carryforward.
As of March 31, 1996, the Series had no capital loss carryforward.

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.

<PAGE>
NOTES TO FINANCIAL STATEMENTS (cont.) (Unaudited)

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 periods. 

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.

<PAGE>
NOTES TO FINANCIAL STATEMENTS (cont.) (Unaudited) 

The Intermediate Series had the following open futures contracts as of 
September 30 1996:

	    Notional                    Expiration            Unrealized
Type          Amount    Position        Month                Gain/(Loss)
5 Year 
Treasury    1,700,000    Long           December, 1996            7,362
10 Year 
Treasury    1,600,000    Short          December, 1996           (5,885)
3 Month 
Eurodollar  8,000,000    Short          March, 1998             (35,036)
3 Month 
Eurodollar  8,000,000    Short          March, 2000             (32,236)

					            Total      ($65,795)
						
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 September 30, 1996 was $154,400.

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 0.88% 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 six 
months ended September 30, 1996, the Adviser received fees of $128,191 and 
reimbursed the Series $51,087.

<PAGE>
NOTES TO FINANCIAL STATEMENTS (cont.) (Unaudited)

Effective August 1, 1994, the Series adopted a 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 six months ended September 30, 1996, purchases and proceeds from
sales of securities, other than short-term investments, aggregated $121,775,659
and $137,337,997, 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 $51,268,990.  Net unrealized appreciation of investments, short sales and 
futures contracts consists of:

       Gross unrealized appreciation ..................         $   506,807
       Gross unrealized depreciation ..................            (182,362)
       Net unrealized appreciation ....................         $   324,445

5.      LIQUIDATION OF THE INSTITUTIONAL INTERMEDIATE FUND
From its inception until August 1, 1994, the Intermediate Series sought to 
achieve its investment obective by investing all of its assets in the Smith 
Breeden Institutional Intermediate Duration U.S. Government Fund (the 
"Institutional Fund"), an open-end, diversified management investment company
having the same investment objective as the Series.  However, at the close of 
business on August 1, 1994, pursuant to a plan of liquidation adopted by the
Trustees of the Institutional Fund, and approved by the Trustees of the 
Intermediate Series, the Intermediate Series redeemed in-kind its shares of 
the Institutional Fund.  The assets of the Institutional Fund were transferred
in proportion to the Intermediate Series' ownership of the Institutional Fund 
in cancellation of its shares.



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