SMITH BREEDEN TRUST
N-30D, 1995-05-24
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                            PERFORMANCE REVIEW

       In the year ended March 31, 1995, the total return for the Smith 
Breeden Market Tracking Fund ( the "Fund") was 17.18%, 1.60% more than 
its benchmark, the S&P 500, which returned 15.58%.  Since the Fund's 
inception, it has achieved a total return of 39.53%, as compared to the 
S&P 500 index return of 32.58%, representing an advantage of 6.95%.

     The Fund also performed much better than the average S&P 500 index 
fund for this period. The average total return of S&P 500 index funds as 
tracked by Lipper Analytical, Inc. was only 15.09% for the year ended 
March 31, 19951, or 49 basis points lower than the index.  The return was 
lower than the actual index due to the funds' expenses.  As will be 
discussed in more detail later, the Market Tracking Fund's enhanced index 
strategy enables it to seek a return on its invested cash in excess of its 
expenses and indexing costs.
 
     It is noteworthy that in 1994 the S&P 500 index outperformed 78% of 
stock funds.  One reason the 1994 stock market favored S&P 500 stocks, 
and the index, is that the weakness of the U.S. dollar benefited exporter 
firms and those companies with significant operations overseas.  Corporate 
earnings in foreign currencies become more valuable as the dollar weakens 
since the conversion ratio of dollars to foreign currency becomes greater. 
This effect has particularly benefited the large corporations that 
comprise the S&P 500 index.  Additionally, foreign firms face greater 
difficulty in competing with U.S. corporations as the dollar becomes cheaper.  
A cheaper dollar lowers the price of American goods and services in 
international markets, and enhances the earnings prospects of U.S. exporters.





THE LINE GRAPH DETAILING PERFORMANCE IN ACCORDANCE WITH 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
MARKET TRACKING FUND VERSUS THAT OF ITS BENCHMARK, THE S&P 500 INDEX.
FROM THE FUND'S INCEPTION OF JUNE 30, 1992 THROUGH MARCH 31, 1995, AN
INVESTMENT OF $10,000 WOULD HAVE GROWN TO $13,953 IF INVESTED IN THE
FUND AND $13,258 IF INVESTED IN THE INDEX.  THE RETURN IN THE FUND IS
NET OF FEES AND SALES CHARGES; THE RETURN OF THE S&P 500 INDEX DOES NOT
REFLECT FEES OR TRANSACTION COSTS.  THE ANNUALIZED ONE YEAR RETURN
FOR THE FUND IS 17.18% AND SINCE INCEPTION, THE FUND'S ANNUALIZED
RETURN IS 12.87%. 

















     The performance of the S&P 500 and the stock market in general has also 
been buoyed by investors' perception that the Federal Reserve has successfully 
controlled the economy's growth without increasing the risk of recession.  
The effect of an increase in interest rates usually takes at least a year to 
have an impact on the economy.  The Federal Reserve's first increase in the 
discount rate was in February, 1994.  The measure of the Gross Domestic 
Product (GDP) in the first quarter of 1995 supported the impact of this rate 
increase a year prior, since the annualized rate of increase in the GDP was
the lowest of any in the last five quarters.  The continuing stock market 
rally suggests that investors are confident that the risk of recession or of 
further interest rate hikes has receded.

     As mentioned earlier, the Fund's strategy of investing its cash in fixed 
income securities with the aim of producing a total return greater than the 
Fund's expenses met with great success in the year ended March 31, 1995.  The 
Fund beat the S&P 500 index return by 1.57% over the period.  During 1994 
and the first quarter of 1995, the Market Tracking Fund's fixed income 
segment was invested mainly in premium fixed-rate mortgage-backed securities 
("MBS") and in GNMA adjustable-rate mortgages ("ARMS").  Holders of premium 
MBS, which have a higher coupon than currently issued mortgages, benefit 
when prepayments are slow.  In the rising interest rate environment of 1994, 
with fewer homeowners refinancing their mortgages, hedged premium MBS 
produced superior returns.  This was especially the case during the last four 
months of the 1994 calendar year, during which time, the Fund beat the 
S&P 500 index by 2.23%.  When rates started to decline in the first quarter 
of 1995, the excellent performance of the Fund's holdings of GNMA ARMs 
helped offset the weak performance in fixed-rate premiums as investors' 
prepayment concerns regarding these securities increased.  The Fund had built
up a position in GNMA ARMs in previous months while they were undervalued 
relative to other sectors of the mortgage market.

     The Market Tracking Fund will continue to search for relative value in 
the mortgage market to provide you with an incremental return after expenses 
over the S&P 500.  At March 31, 1995, the Fund's cash holdings represented 
about 5 % of net assets in anticipation of developing opportunities.

1 Source: Barron's, April 10, 1995.



SMITH BREEDEN MARKET TRACKING FUND
SCHEDULE OF INVESTMENTS                                     MARCH 31, 1995

						                    Market
Face Amount                          Security                       Value

               U.S. GOVERNMENT & AGENCY OBLIGATIONS - 91.57%

               FEDERAL HOME LOAN MORTGAGE CORPORATION - 12.83% *

               FHLMC:
   $192,252    9.50%, due 07/01/02.................................$198,020
     65,987    12.50%, due 02/01/14................................  72,423

               TOTAL FEDERAL HOME LOAN MORTGAGE CORPORATION            
	       (Cost $275,001)......................................270,443

               FEDERAL NATIONAL MORTGAGE ASSOCIATION - 28.34% *

               FNMA:
    170,739    12.50%, due 09/01/12................................ 189,297
    305,431    13.50%, due 11/01/14-02/01/15....................... 340,345

               FNMA ARM:
     65,569    7.08%, due 12/01/26.................................  67,507

               TOTAL FEDERAL NATIONAL MORTGAGE ASSOCIATION 
               (Cost $605,103)..................................... 597,149   

               GOVERNMENT NATIONAL MORTGAGE ASSOCIATION - 48.06% *

               GNMA ARM:
    684,966    5.50%, due 02/20/22-03/20/22........................ 677,808
    335,322    6.0%, due 05/20/21.................................. 334,930

               TOTAL GOVERNMENT NATIONAL MORTGAGE ASSOCIATION 
               (Cost $981,636)                                    1,012,738

               U.S. GOVERNMENT OBLIGATIONS - 2.34%

               U.S. TREASURY BILL **
     50,000    5.66%, due 06/29/95.................................  49,312

               TOTAL U.S. GOVERNMENT OBLIGATIONS (Cost $49,301)....  49,312    

               TOTAL U.S. GOVERNMENT & AGENCY OBLIGATIONS 
               (Cost $1,911,041)..................................1,929,642    

               EURODOLLAR PUT OPTIONS - 0.35%

 Contracts
          5    Expires 6/95, Strike Price $93.25...................     875
          5    Expires 12/95, Strike Price $92.25..................   2,875
          5    Expires 12/95, Strike Price $92.50..................   3,500

               TOTAL EURODOLLAR PUT OPTIONS (Cost $14,707).........   7,250   

               EQUITY SWAP CONTRACTS - 3.22%




Notional Amount
               S&P 500 Index Equity Swap Contract 
               dated 1/11/95 with Morgan Stanley Capital Markets
   $923,340    Expires 7/11/95.....................................  67,981

          TOTAL EQUITY SWAP CONTRACTS..............................  67,981

               TOTAL INVESTMENTS (Cost $1,925,748) - 95.14%...... 2,004,873   

               CASH AND OTHER ASSETS LESS LIABILITIES - 4.86%...... 102,473   

               NET ASSETS - 100.00%............................. $2,107,346   

*     Mortgage backed obligations are subject to principal paydowns as a 
result of prepayments or refinancings of the underlying mortgage
loans.  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.  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.

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 MARKET TRACKING FUND
      STATEMENT OF ASSETS AND LIABILITIES
      MARCH 31, 1995



      ASSETS:
         Investments at market value 
         (identified cost $1,925,748)(Note 1)..................$2,004,873
         Cash......................................................81,060
         Receivables:
            Interest...............................................14,859
            Variation margin on futures contracts (Note 2)............625
            Securities sold.........................................3,656
         Prepaid expenses...........................................2,820
         Deferred organization expenses (Note 1)...................62,530

              TOTAL ASSETS......................................2,170,423

      LIABILITIES:
         Accrued expenses..........................................10,483
         Distributions payable......................................1,200
         Due to adviser (Note 3)...................................51,394

              TOTAL LIABILITIES....................................63,077

      NET ASSETS:
         (Applicable to outstanding shares of 194,482; 
          unlimited number of share of beneficial 
            interest authorized; no stated par)................$2,107,346

         Net asset value, offering price and redemption
            price per share ($2,107,346 / 194,482).................$10.84

      SOURCE OF NET ASSETS:
         Paid in capital.......................................$2,040,914
         Accumulated net realized loss on investments.............(38,496)
         Net unrealized appreciation(depreciation) of 
         investments, equity swap and futures contracts...........104,928

              NET ASSETS.......................................$2,107,346



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













      SMITH BREEDEN MARKET TRACKING FUND
      STATEMENT OF OPERATIONS
      FOR THE YEAR ENDED MARCH 31, 1995



      INVESTMENT INCOME:
         Interest and discount earned, net of amortization.....$156,990

      EXPENSES:
         Accounting and pricing services fees..................  27,350
         Amortization of organization expenses (Note 1)........  27,791
         Transfer agent fees...................................  29,919
         Legal fees............................................  12,472
         Registration fees.....................................  19,652
         Custodian fees........................................   7,251
         Advisory fees (Note 3)................................  11,056
         Trustees fees and expenses............................   4,274
         Insurance expense.....................................   1,900
         Other.................................................   4,169

             TOTAL EXPENSES BEFORE REIMBURSEMENT............... 145,834

             Expenses reimbursed by Adviser (Note 3)...........(128,959)

             NET EXPENSES......................................  16,875

             NET INVESTMENT INCOME ............................ 140,115

      REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
         Net realized loss on investments...................... (64,050)
         Change in unrealized appreciation(depreciation) 
          of investments, equity swap and futures contracts.... 229,458
         Net realized and unrealized gain on investments, 
          equity swap and futures contracts.................... 165,408

         Net increase in net assets resulting from operations..$305,523



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













      SMITH BREEDEN MARKET TRACKING FUND
      STATEMENTS OF CHANGES IN NET ASSETS



                                                Year Ended      Year Ended
                                               March 31, 1995  March 31, 1994
OPERATIONS:				      

Net investment income............................  $140,115         $135,900
         Net realized gain (loss) on investments.   (64,050)          57,426
         Change in unrealized appreciation 
           (depreciation) of investments,
           equity swap and futures contracts.....   229,458         (155,969)

         Net increase in net assets resulting 
           from operations.......................   305,523           37,357

      DISTRIBUTIONS TO SHAREHOLDERS:
         Dividends from net investment income....  (104,085)         (77,182)
         Dividends in excess of net investment 
           income................................      (251)             -
         Distributions from net realized gains on 
           investments...........................    (9,133)        (115,776)
         Distributions in excess of net realized 
           gains on investments..................   (13,962)          (9,611)

         Total distributions.....................  (127,431)        (202,569)

      CAPITAL SHARE TRANSACTIONS:
         Shares sold.............................   200,709        2,077,867
         Shares issued on reinvestment of 
           distributions.........................   120,434            9,822
         Shares redeemed.........................  (152,408)      (1,065,804)
         Increase in net assets resulting from 
           capital share transactions (a)........   168,735        1,021,885

             TOTAL INCREASE IN NET ASSETS........   346,827          856,673

      NET ASSETS:
         Beginning of period..................... 1,760,519          903,846

         End of period...........................$2,107,346       $1,760,519


      (a)  Transactions in capital shares were as follows:
              Shares sold........................   19,300           191,195
              Shares issued on reinvestment of 
               distributions.....................   11,593               931
              Shares redeemed....................  (14,689)          (97,117)
              Net increase.......................   16,204            95,009
              Beginning balance .................  178,278            83,269

              Ending balance.....................  194,482           178,278





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












    SMITH BREEDEN MARKET TRACKING FUND
    FINANCIAL HIGHLIGHTS


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

	       
                                 Year         Year	      Period
                                 Ended        Ended	       Ended
                             March 31, 1995 March 31, 1994 March 31, 1993*

    Net Asset Value 
      Beginning of Period.....    $9.88      $10.85	     $10.00


Income From Investment Operations
    Net investment income.....    0.568       0.476	      0.355
      Net realized and 
       unrealized gain (loss)
       equity swaps and 
       futures contracts......    1.081      (0.216)	      1.281

          Total from investment 
           operations.........    1.649       0.260	      1.636

Less Distributions
      Dividends from net 
        investment income.....   (0.568)     (0.472)	     (0.311)
      Dividends in excess of 
        net investment income.   (0.001)          -	         -
      Distributions from 
        net realized gains 
        on investments........   (0.047)     (0.701)	     (0.420)
      Distributions in excess 
        of net realized gains
        on investments........   (0.073)     (0.057)	     (0.055)

          Total distributions.   (0.689)     (1.230)         (0.786)

    Net Asset Value, 
      End of Period...........   $10.84       $9.88	      10.85

    Total Return..............    17.18%       2.19%	      22.59%

    Ratios/Supplemental Data
      Net assets, end of 
      period.................. $2,107,346   $1,760,519	     $903,846
      Ratio of expenses 
        to average 
        net assets (1)........     0.90%       0.90%	      0.57%
      Ratio of net investment 
        income to average
        net assets (2)........     7.44%       8.02%	      5.28%
      Portfolio turnover rate.      120%        119%	       271%
    ______________________

    (1)   The annualized ratio of expenses to average net assets prior 
	  to reimbursement by the Adviser was 7.75%, 7.08%, and 28.48% 
          for the years ended March 31, 1995, March 31, 1994, and 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
          0.59%, 1.84%, and (22.63%) for the years ended March 31, 1995,
          March 31, 1994, and the period ended March 31, 1993,
          respectively.

    *   The Smith Breeden Market Tracking Fund commenced operations 
        June 30, 1992.

    **  Annualized


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








NOTES TO FINANCIAL STATEMENTS
                                   
1.   SIGNIFICANT ACCOUNTING POLICIES

Smith Breeden Market Tracking Fund (the "Fund") is a series of the   
Smith Breeden Trust (the "Trust"), an open-end, diversified management 
investment company registered under the Investment Company Act of 1940,
as amended. The following is a summary of significant accounting
policies consistently followed by the Fund. 


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 Fund 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 Fund 
of federal income taxes.  To so qualify, the Fund 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 Fund had no net capital loss carry forward.

C.   Repurchase Agreements:  The Fund 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 Fund's Board of Trustees. In a repurchase 
agreement, the Fund 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 Fund's custodian maintains control or custody of these 
securities which collateralize 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 Fund in the 
event of the seller's default.  However, in the event of default or bankruptcy 
of the seller, the Fund's right to the collateral may be subject to legal
proceedings.

D.   Reverse Repurchase Agreements:  A reverse repurchase agreement involves 
the sale by the Fund of portfolio assets concurrently with an agreement by the 
Fund to repurchase the same assets at a later date at a fixed price.  The Fund 
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 Fund's 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 Fund's 
obligation to repurchase the securities. 


E.  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.

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

G.  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 Fund uses interest rate futures contracts for risk management 
purposes in order to reduce fluctuation of the Fund's net asset value 
relative to its targeted option-adjusted duration.  Upon entering into a 
futures contract, the Fund 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 
Fund 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 Fund 
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.

Futures contracts involve costs and may result in losses.  The effective use 
of futures strategies depends on the Fund's ability to terminate futures 
positions at times when the Fund's 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 Fund, of the futures contract itself, and of the 
securities which are the subject of a hedge.

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

              Principal                     Expiration      Unrealized
Type          Amount           Position     Month           Gain/Loss

Eurodollar    $1,000,000       Long        September, 1995   $ 3,596

Eurodollar    $2,000,000       Short       September, 1996   (4,257)

Eurodollar    $3,000,000       Short       September, 1997   (2,814)         
Eurodollar    $3,000,000       Short       September, 1998   (3,090)

Eurodollar    $1,000,000       Short       September, 1999       96

                               

                                                           $ (6,469)

The aggregate market value of investments pledged to cover margin 
requirements for the open positions at March 31, 1995 was $49,312.

B.  Derivative Financial Instruments Held or Issued for Trading Purposes:  
The Fund invests in a combination of Equity Swap Contracts and Futures 
Contracts on the S&P 500 Index whose return is expected to track movements 
in the S&P 500 Index.
    
The counterparty to an Equity Swap Contract will typically be a bank, 
investment banking firm or broker/dealer.  The counterparty will 
generally agree to pay the Fund the amount, if any, by which the notional 
amount of the Equity Swap Contract would have increased in value had it been 
invested in the stocks comprising the S&P 500 Index in proportion to the
composition of the Index, plus the dividends that would have been received 
on those stocks.  The Fund will agree to pay to the counterparty a floating 
rate of interest (typically the London Interbank Offered Rate plus a spread) 
on the notional amount of the Equity Swap Contract plus  the amount, if any, 
by which that notional amount would have decreased in value had it been 
invested in such stocks. Payments under the Equity Swap Contracts may be made 
at the conclusion of the contract or periodically during its term. If there 
is a default by the counterparty to an Equity Swap Contract, the Fund will 
be limited to contractual remedies pursuant to agreements related to the 
transaction.  There is no assurance that Equity Swap Contract counterparties 
will be able to meet their obligations pursuant to Equity Swap Contracts 
or that, in the event of default, the Fund will succeed in pursuing 
contractual remedies.  The Fund thus assumes the risk that it may be delayed 
in, or prevented from, obtaining payments owed to it pursuant to Equity Swap 
Contracts.  The Fund will closely monitor the credit quality of Equity Swap 
Contract counterparties in order to minimize this risk.

The Fund had four open futures contracts on the S&P 500 Index as of March 31, 
1995:

              Principal             Expiration   Unrealized
Type          Amount      Position  Month        Gain

S&P 500       $1,010,740  Long      June, 1995  $32,272



3.  INVESTMENT ADVISORY FEES AND OTHER TRANSACTIONS WITH AFFILIATES

Smith Breeden Associates, Inc. (the "Adviser"), a registered investment 
adviser, provides the Fund with investment management services.  As 
compensation for these services, the Fund pays the Adviser a fee computed 
daily and payable monthly, at an annual rate equal to 0.70% of the Fund's 
average daily net asset value.  The Adviser has voluntarily agreed to limit 
the expenses of the Fund to 0.90% of the Fund's average daily net assets.  
This voluntary agreement may be terminated or modified at any time by the 
Adviser in its sole discretion, except that the Adviser has agreed to 
limit expenses of the Fund to 0.90% through March 31, 1995.  For the year 
ended March 31, 1995, the Adviser received fees of $11,056 and reimbursed 
the Fund $128,959.

Effective August 1, 1994, the Fund adopted a Distribution and Services 
Plan (the "Plan") pursuant to Rule 12b-1 under the Investment Company Act 
of 1940.  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 Fund, 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 paid to it by the Fund, to dealers and other persons at the annual rate 
of up to 0.25% of the Fund's average net assets subject to the authority 
the Trustees of the Fund 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 Fund 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 $2,494,150 
and $1,983,398, respectively.  The cost of securities for federal income 
tax purposes is $1,925,748.  Net unrealized appreciation of investments, 
equity swaps and futures contracts consists of:

         Gross unrealized appreciation.......$140,750
         Gross unrealized depreciation.......(35,822)
         Net unrealized appreciation.........$104,928







INDEPENDENT AUDITORS' REPORT

The Board of Trustees and Shareholders,
Smith Breeden Market Tracking Fund of the Smith Breeden Trust:

We have audited the accompanying statement of assets and liabilities, 
including the schedule of investments, of the Smith Breeden Market 
Tracking Fund of the Smith Breeden Trust as of March 31, 1995, and 
the related statements of operations 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 June 30, 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.  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 Market Tracking Fund of the Smith Breeden Trust 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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