NORTH AMERICAN GOVERNMENT BOND FUND INC
N-30D, 1997-05-28
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                    ISI
                     INTERNATIONAL STRATEGY AND INVESTMENT



                                      ISI

                                 NORTH AMERICAN

                                GOVERNMENT BOND

                                  FUND SHARES

                     (A Class of North American Government
                                Bond Fund, Inc.)



                             [NORTH AMERICAN Logo]


                                 ANNUAL REPORT

                                 March 31, 1997


<PAGE>

                            ISI
                      North American
                Government Bond Fund Shares
- --------------------------------------------------------------
Directors and Officers

Edward S. Hyman                   R. Alan Medaugh
Chairman                          President

Richard T. Hale                   Gary V. Fearnow
Vice Chairman                     Vice President

James J. Cunnane                  Nancy Lazar
Director                          Vice President

John F. Kroeger                   Edward J. Veilleux
Director                          Vice President

Louis E. Levy                     Scott J. Liotta
Director                          Vice President and Secretary

Eugene J. McDonald                Carrie L. Butler
Director                          Vice President

Rebecca W. Rimel                  Joseph A. Finelli
Director                          Treasurer

                                  Laurie D. Collidge
                                  Assistant Secretary

Investment Objective

An  open-end  mutual  fund  designed  to provide a high level of current income,
consistent with prudent investment risk, by investing primarily in  a  portfolio
consisting  of  fixed-income   securities  issued  or guaranteed by the
governments of the United States, Canada and Mexico.

Investment Advisor

ISI Inc.
717 Fifth Avenue
New York, NY 10022
(800) 955-7175

Shareholder Servicing Agent

Investment Company Capital Corp.
P.O. Box 419426
Kansas City, MO 64141-6426

Distributor

Armata Financial Corp.
P.O. Box 515
Baltimore, MD 21203

ISI Mutual Funds
717 Fifth Avenue
New York, NY 10022
(800) 955-7175

<PAGE>

Investment Advisor's Report

     We are  pleased to report on the  progress of your Fund for the fiscal year
ended March 31, 1997.

     The Fund's  objective is to seek a high level of current income  consistent
with prudent investment risk by investing in government  fixed-income securities
of the U.S.,  Canada and Mexico. We believe that by investing in all three North
American markets, the Fund can generate a higher total return over the long term
than is possible from a portfolio containing only U.S. Treasury securities.

     The Fund's total return for the fiscal year ended March 31, 1997 was 7.90%.
The performance  of the Mexican and Canadian  sections  improved the Fund's
overall results.  For example,  the Lehman Brothers  Emerging  Americas  Index:
Mexico Section  had a total  return of 18.74% and the Lehman  Brothers  Canadian
Bond Index had a total  return of  11.12%,  both in U.S.  dollars,  compared  to
the Lehman Brothers  Intermediate U.S. Treasury Index's total return of 4.65%.
This is the second year in which the Fund's  Mexican and Canadian  investments
have positively impacted the Fund's overall performance.  Since inception,  the
Fund has generated a cumulative  return of 17.37%.  Please see the chart below
for a detailed performance comparison.


                            Performance Comparisons*
                       For the year ended March 31, 1997

North American Government Bond Fund                      7.90%
Lehman Brothers Intermediate Treasury Index              4.65%
Lehman Brothers Emerging Americas Index:
   Mexico Section                                       18.74%


*These  figures  assume  the   reinvestment   of  dividends  and  capital  gains
distributions  but exclude the impact of any sales  charge.  If the sales charge
were reflected,  the performance  quoted would be lower.  The unmanaged  indices
listed  above are  widely  recognized  as  indicators  of  performance  in their
respective sectors.  Since investment return and principal value will fluctuate,
an  investor's  shares may be worth more or less than their  original  cost when
redeemed.  Past performance is not an indicator of future results. Please review
the Additional Performance Information on page 6.

Portfolio Management

     Our investment approach is to actively manage the portfolio,  adjusting the
Fund's average  maturity and percentage  weighting  across the U.S.,  Canada and
Mexico as we anticipate  changes in the market.  The following table illustrates
the structure of the portfolio in these two critical areas over the past year.

                         Portfolio Mix
                       (% of Investments)

                        1996                  1997
           -------------------------------    ----
           3/31     6/30     9/30    12/31    3/31
           ----     ----     ----    -----    ----
U.S.       74.3%    69.9%    68.1%   78.3%    76.2%
Canada     12.2     14.1     14.6    10.5     11.0
Mexico     13.5     16.0     17.3    11.2     12.8


                        Portfolio Maturity
                            (In Years)

                         1996                  1997
            -------------------------------    ----
            3/31    6/30     9/30     12/31    3/31
            ----    ----     ----     -----    ----
U.S.*       12.2    11.9     12.5     13.0     11.7
Canada      22.2    22.6     22.4     27.1     26.9
Mexico       0.3     0.3      0.2      0.2      0.1
  Average   11.3    10.9     12.4     13.5     11.7
- ---------------------------------------------------
*Including reserves.

Review of Fiscal 1997

     U.S. rates rose early in the fiscal year, so we increased the average
maturity of the U.S.  section to take advantage of the high yields.  In late
1996, as the U.S.  economy again  experienced  strong growth,  U.S. rates began
to climb.  For capital  preservation,  we reduced the maturity of the U.S.
section,  lowering it from 13.0 years in December 1996 to 11.7 years in March
1997.

     Canadian bonds  substantially  outperformed U.S. issues through  September,
but then as Canadian  yields moved below U.S.  yields,  the Canadian dollar came
under pressure. As a


                                                                               1


<PAGE>



Investment Advisor's Report (concluded)

result, we moved funds from Canadian issues to U.S. issues, reducing the
Canadian  portfolio from 14.6% to 10.5% between  September 1996 and December
1996.

     Mexican rates  (represented  by 91-day Cetes)  decreased  during the fiscal
year from 39.9% in March 1996 to 21.3% in March 1997.  Inflation  declined,  but
not as rapidly as rates,  and money growth  picked up. The peso was supported by
an influx of foreign direct  investment.  Because of upcoming elections and fast
money  growth,  we reduced the Mexican  section from 17.3% in September  1996 to
12.8% in March 1997.

     Please see our more detailed economic review for North America that follows
this letter.

Outlook for Fiscal 1998

     At the end of fiscal  1997,  the Fund was  weighted  toward  the U.S.,  but
within the U.S. section we held reserves. We think that long-term Treasury rates
over 7%, accompanied by low inflation,  will begin to curtail U.S. growth. As we
see the economy slowing through our proprietary weekly company surveys,  we will
be reinvesting these reserves. By the fall we expect to see the economy slow and
long-term  rates move back  toward 6%.  Lower U.S.  rates in the second  half of
fiscal 1998 should help the Fund's performance.  The U.S. dollar is likely to be
stable, which also sets a good backdrop for Canadian and Mexican investments.

     Both Canada and Mexico  face  national  elections  this  fiscal  year.  The
election in Mexico is scheduled for July 6. Canadian Prime Minister Chretien has
called for an early  election on June 2 because his Liberal  party is well ahead
in the opinion  polls.  We expect the  election  process  will  provide a buying
opportunity in both bond markets.  In Canada this opportunity is likely to occur
before the vote, while in Mexico it is likely to come after the vote.

     Overall,  the markets  this fiscal year are likely to provide the Fund with
good total return opportunities.

     We would like to welcome our new  investors to the Fund and thank those who
have been with us for some time. We appreciate your confidence.

Sincerely,


/s/ R. Alan Medaugh
- -------------------
R. Alan Medaugh
President

April 28, 1997


2

<PAGE>

Outlook for North America


Review of U.S.

     The U.S. economy has just put together two very strong quarters,  resulting
in the fastest  growth  performance  since  mid-1994.  As a result,  the Federal
Reserve Board raised  short-term rates by 25 basis points (0.25%),  and Chairman
Greenspan is on record saying that the Federal Reserve could take further action
if growth  remains  strong.  Treasury  bond  rates have  moved  above 7%,  while
inflation as measured by the GDP Deflator  hovers around 2%. The Federal Reserve
is  likely to take one more rate  step at its May  meeting,  raising  short-term
rates  another  25 basis  points.  We  expect  that the  combination  of  higher
short-term and long-term rates will slow growth from a fast 4% pace in the first
quarter of 1997 to below 2% by the fourth quarter of 1997. In the second half of
fiscal year 1998, we expect rates to begin trending lower in reaction to slowing
growth.  It is also likely that the Federal Reserve will begin lowering rates as
it sees a return to slow, steady growth.

     We will be using our  proprietary  weekly company survey results (see chart
top  right),  the pace of  unemployment  claims,  the  direction  of  industrial
commodity  prices and money  growth to gauge when the economy has begun to slow.
When this occurs, we would begin  recommitting our reserves to take advantage of
the capital gains opportunity from declining rates.


ISI COMPANY SURVEYS OVERALL AVERAGE
Retailers, Auto Dealers, Manufacturing Companies,
Homebuilders, Banks
0=Weak  100=Strong  4 Wk. Avg.  April 11:51.2


                  [Graph appears here--see plot points below]

                                       Level     4 Wk. Avg.
                      -------------------------------------
                        1/7/94          57.0         NA
                       1/14/94          60.0         NA
                       1/21/94          43.5         NA
                       1/28/94          48.4        52.2
                        2/4/94          51.0        50.7
                       2/11/94          43.8        46.7
                       2/18/94          53.5        49.2
                       2/25/94          55.9        51.0
                        3/4/94          49.2        50.6
                       3/11/94          51.6        52.5
                       3/18/94          52.2        52.2
                       3/25/94          50.9        51.0
                        4/1/94          52.7        51.9
                        4/8/94          53.2        52.3
                       4/15/94          52.1        52.2
                       4/22/94          53.3        52.8
                       4/29/94          55.2        53.4
                        5/6/94          51.5        53.0
                       5/13/94          51.8        52.9
                       5/20/94          53.7        53.0
                       5/27/94          55.9        53.2
                        6/3/94          52.8        53.5
                       6/10/94          55.0        54.3
                       6/17/94          53.6        54.3
                       6/24/94          55.5        54.2
                        7/1/94          55.1        54.8
                        7/8/94          54.7        54.7
                       7/15/94          52.9        54.5
                       7/22/94          57.3        55.0
                       7/29/94          56.6        55.4
                        8/5/94          56.7        55.9
                       8/12/94          55.3        56.5
                       8/19/94          56.1        56.2
                       8/26/94          55.9        56.0
                        9/2/94          56.8        56.0
                        9/9/94          61.3        57.5
                       9/16/94          51.4        56.4
                       9/23/94          50.3        54.9
                       9/30/94          50.6        53.4
                       10/7/94          57.3        52.4
                      10/14/94          54.9        53.3
                      10/21/94          55.9        54.7
                      10/28/94          59.6        56.9
                       11/4/94          50.0        55.1
                      11/11/94          56.7        55.5
                      11/18/94          56.2        55.6
                      11/25/94          53.8        54.2
                       12/2/94          52.6        54.8
                       12/9/94          53.0        53.9
                      12/16/94          53.8        53.3
                      12/23/94          54.2        53.4
                      12/30/94          59.7        55.1
                        1/6/95          62.8        57.6
                       1/13/95          54.6        57.8
                       1/20/95          56.0        58.3
                       1/27/95          52.6        56.5
                        2/3/95          50.0        53.3
                       2/10/95          51.6        52.6
                       2/17/95          53.4        51.9
                       2/24/95          56.4        52.8
                        3/3/95          53.1        53.6
                       3/10/95          52.0        53.7
                       3/17/95          54.5        54.0
                       3/24/95          55.6        53.8
                       3/31/95          53.2        53.8
                        4/7/95          56.1        54.9
                       4/14/95          51.3        54.1
                       4/21/95          52.4        53.3
                       4/28/95          49.5        52.3
                        5/5/95          48.1        50.3
                       5/12/95          48.7        49.6
                       5/19/95          51.7        49.5
                       5/26/95          54.0        50.6
                        6/2/95          55.0        52.3
                        6/9/95          53.9        53.6
                       6/16/95          50.9        53.5
                       6/23/95          52.4        53.1
                       6/30/95          51.5        52.2
                        7/7/95          53.5        52.1
                       7/14/95          52.3        52.4
                       7/21/95          52.2        52.4
                       7/28/95          56.0        53.5
                        8/4/95          53.8        53.6
                       8/11/95          53.5        53.9
                       8/18/95          52.4        53.9
                       8/25/95          51.5        52.8
                        9/1/95          53.1        52.6
                        9/8/95          54.7        52.9
                       9/15/95          53.7        53.2
                       9/22/95          53.8        53.8
                       9/29/95          50.8        53.3
                       10/6/95          48.0        51.6
                      10/13/95          44.4        49.3
                      10/20/95          46.0        47.3
                      10/27/95          42.8        45.3
                       11/3/95          44.2        44.4
                      11/10/95          48.0        45.3
                      11/17/95          49.7        46.2
                      11/24/95          49.9        48.0
                       12/1/95          42.8        47.6
                       12/8/95          42.0        46.1
                      12/15/95          40.7        43.9
                      12/22/95          40.2        41.4
                      12/29/95          45.5        42.1
                        1/5/96          47.1        43.4
                       1/12/96          45.1        44.5
                       1/19/96          42.7        45.1
                       1/26/96          47.7        45.6
                        2/2/96          47.5        45.7
                        2/9/96          45.7        45.9
                       2/16/96          52.6        48.4
                       2/23/96          53.6        49.9
                        3/1/96          53.2        51.3
                        3/8/96          54.0        53.3
                       3/15/96          48.8        52.4
                       3/22/96          47.5        50.9
                       3/29/96          49.9        50.1
                        4/5/96          51.3        49.4
                       4/12/96          47.3        49.0
                       4/19/96          47.3        49.0
                       4/26/96          52.0        49.5
                        5/3/96          51.5        49.5
                       5/10/96          53.1        51.0
                       5/17/96          49.0        51.4
                       5/24/96          52.2        51.4
                       5/31/96          50.6        51.2
                        6/7/96          52.6        51.1
                       6/14/96          49.5        51.2
                       6/21/96          47.4        50.0
                       6/28/96          48.8        49.6
                        7/5/96          50.7        49.1
                       7/12/96          45.6        48.1
                       7/19/96          46.6        47.9
                       7/26/96          45.4        47.1
                        8/2/96          46.9        46.1
                        8/9/96          48.0        46.7
                       8/16/96          48.6        47.2
                       8/23/96          49.1        48.2
                       8/30/96          49.0        48.7
                        9/6/96          51.1        49.4
                       9/13/96          47.7        49.2
                       9/20/96          47.6        48.8
                       9/27/96          47.1        48.4
                       10/4/96          49.6        48.0
                      10/11/96          49.0        48.3
                      10/18/96          47.8        48.4
                      10/25/96          48.6        48.8
                       11/1/96          45.7        47.8
                       11/8/96          46.1        47.1
                      11/15/96          46.5        46.7
                      11/22/96          46.5        46.2
                      11/29/96          45.8        46.2
                       12/6/96          45.6        46.1
                      12/13/96          43.9        45.5
                      12/20/96          43.2        44.6
                      12/27/96          46.7        44.9
                        1/3/97          46.3        45.0
                       1/10/97          47.6        45.9
                       1/17/97          46.4        46.7
                       1/24/97          50.0        47.6
                       1/31/97          48.1        48.0
                        2/7/97          52.4        49.2
                       2/14/97          51.6        50.5
                       2/21/97          50.1        50.6
                       2/28/97          49.8        51.0
                        3/7/97          55.0        51.6
                       3/14/97          53.6        52.1
                       3/21/97          52.2        52.7
                       3/28/97          51.0        52.9
                        4/4/97          50.2        51.8
                       4/11/97          51.4        51.2
                       4/18/97          50.1        50.7
                       4/25/97          46.6        49.6
                        5/2/97          48.1        49.1



Source: ISI Inc.


     Slower growth would allow the  bond-friendly  underlying forces to reassert
their  market  influence.  These  strong  secular  forces that are holding  down
inflation and could bring down rates are:

     (bullet) Global Trade and Competition

     (bullet) Worldwide Conservative Government Budget Policy

     (bullet) Technology and Industrial Innovation

     A downward trend in U.S. rates accompanied by a stable U.S. dollar would be
a strong positive background for investing in Canada and Mexico.

                                                                               3

<PAGE>


Outlook for North America (continued)


Review of Mexico

     The Mexican  economy has  recovered  from the major peso  devaluation  that
caused real GDP to contract at -6.2% in 1995. Real GDP in 1996 bounced back at a
5.1% pace.  The Mexican  government  has targeted at least a 4% real growth rate
for 1997 within the context of falling  inflation and general  financial  market
stability.  The 1994  peso  devaluation  resulted  in an  opportunity  to expand
Mexican  exports.  Mexican  exports and industrial  production have responded by
surging.  Recently,  however,  exports and industrial  production have plateaued
(see  chart  below).  The trade  surplus at the end of 1996 was down to half the
level  recorded  shortly after the  devaluation.


MEXICO INDUSTRIAL PRODUCTION
January: 110.9


                  [Graph appears here--see plot points below]


                             31-Jan-88    82.7
                             29-Feb-88    83.9
                             31-Mar-88    81.7
                             30-Apr-88    82.0
                             31-May-88    81.0
                             30-Jun-88    83.0
                             31-Jul-88    81.1
                             31-Aug-88    84.1
                             30-Sep-88    84.4
                             31-Oct-88    83.9
                             30-Nov-88    86.4
                             31-Dec-88    87.4
                             31-Jan-89    86.8
                             28-Feb-89    87.0
                             31-Mar-89    83.5
                             30-Apr-89    89.2
                             31-May-89    87.6
                             30-Jun-89    88.6
                             31-Jul-89    87.9
                             31-Aug-89    89.2
                             30-Sep-89    87.8
                             31-Oct-89    87.3
                             30-Nov-89    89.4
                             31-Dec-89    87.1
                             31-Jan-90    90.8
                             28-Feb-90    90.7
                             31-Mar-90    92.4
                             30-Apr-90    89.4
                             31-May-90    93.5
                             30-Jun-90    93.6
                             31-Jul-90    94.2
                             31-Aug-90    95.3
                             30-Sep-90    94.0
                             31-Oct-90    96.4
                             30-Nov-90    95.9
                             31-Dec-90    94.7
                             31-Jan-91    97.3
                             28-Feb-91    95.7
                             31-Mar-91    90.9
                             30-Apr-91    99.6
                             31-May-91    97.6
                             30-Jun-91    96.5
                             31-Jul-91    97.7
                             31-Aug-91    97.1
                             30-Sep-91    97.2
                             31-Oct-91    99.6
                             30-Nov-91    99.7
                             31-Dec-91    98.1
                             31-Jan-92    98.7
                             29-Feb-92   100.8
                             31-Mar-92    99.4
                             30-Apr-92    97.5
                             31-May-92   100.3
                             30-Jun-92   100.6
                             31-Jul-92   102.2
                             31-Aug-92    99.7
                             30-Sep-92   102.2
                             31-Oct-92    99.9
                             30-Nov-92    99.8
                             31-Dec-92   102.9
                             31-Jan-93   100.8
                             28-Feb-93   100.9
                             31-Mar-93   102.6
                             30-Apr-93   101.8
                             31-May-93    99.8
                             30-Jun-93   100.3
                             31-Jul-93   100.7
                             31-Aug-93    99.1
                             30-Sep-93   101.3
                             31-Oct-93   100.3
                             30-Nov-93    99.3
                             31-Dec-93   101.0
                             31-Jan-94    99.6
                             28-Feb-94   100.7
                             31-Mar-94   103.1
                             30-Apr-94   106.3
                             31-May-94   105.2
                             30-Jun-94   108.4
                             31-Jul-94   105.8
                             31-Aug-94   107.7
                             30-Sep-94   106.4
                             31-Oct-94   105.8
                             30-Nov-94   105.7
                             31-Dec-94   102.8
                             31-Jan-95   102.1
                             28-Feb-95    98.5
                             31-Mar-95    98.6
                             30-Apr-95    91.8
                             31-May-95    96.0
                             30-Jun-95    94.8
                             31-Jul-95    93.6
                             31-Aug-95    96.3
                             30-Sep-95    95.7
                             31-Oct-95    95.9
                             30-Nov-95    97.8
                             31-Dec-95    99.0
                             31-Jan-96   103.0
                             29-Feb-96   104.2
                             31-Mar-96   102.4
                             30-Apr-96   101.1
                             31-May-96   107.0
                             30-Jun-96   105.9
                             31-Jul-96   109.6
                             31-Aug-96   108.6
                             30-Sep-96   108.3
                             31-Oct-96   111.5
                             30-Nov-96   109.8
                             31-Dec-96   110.3
                             31-Jan-97   110.2
                             28-Feb-97   112.6



Source: ISI Inc.

     Domestic  inflation  has been  reduced  from a 1995 high of 52% to 24.5% in
March 1997. Rapid money growth may hold back significant  inflation  progress in
1997. The Monetary Base is expanding at a rapid 31.4% annual rate, up from 7% in
mid-1995.  The Bank of Mexico has targeted a 15%  inflation  rate for 1997,  but
even  that may be too high  because  the U.S.  inflation  rate is a low 2%.  The
inflation differential is likely to produce some peso slippage versus the dollar
in 1997.  So far the  currency has been  stable,  helped by Mexico's  successful
refinancing  of its U.S.  Treasury  loans and a recent  surge in foreign  direct
investment.

     The July 6  elections  will be the  first  held  nationwide  since the 1994
Presidential election. All seats in the Lower House and one- third of the Senate
are being  contested.  Also,  an  election  is being held for the first time for
Mayor of Mexico  City.  Until now,  this post has been filled by a  Presidential
appointee.  This office has been in the hands of the ruling party,  the PRI, for
over 50 years.  It will be a closely  watched and  contested  race.  The left of
center PDR is running its 1988 and 1994 candidate for President  while the right
of center PAN is  running a future  Presidential  hopeful.  Polls show this is a
very  tight  three-way  race.  It is seen as an  early  indication  of the  2000
Presidential  election.  The  election-year  pressure  on the PRI to keep growth
moving  and the peso  stable  might take a toll on the  currency  after the July
elections.

4


<PAGE>


Outlook for North America (concluded)


Review of Canada

     Canada's  real  GDP  growth  and  industrial  production  have  accelerated
somewhat.  The degree of slack in the Canadian  economy remains  large--the 9.3%
unemployment  rate is  considerably  higher than the estimated  full  employment
rate. The slack in the Canadian  economy should help to contain price pressures,
keeping  inflation close to the midpoint of the Bank of Canada's 1% to 3% target
range.  The  political  picture  is one of very  successful  deficit  reduction.
Spending has been cut and an economic recovery has boosted  government  revenue.
This has resulted in significant deficit reduction (see chart below).

CANADA BUDGET BALANCE
January: -10729.0


                [Graph appears here--see plot points below]


                                          CANADA
                                          BUDGET
                                          BALANCE
                          ------------------------
                          28-Feb-91       -32,533
                          31-Mar-91       -30,585
                          30-Apr-91       -33,117
                          31-May-91       -34,070
                          30-Jun-91       -36,246
                          31-Jul-91       -37,527
                          31-Aug-91       -38,304
                          30-Sep-91       -37,982
                          31-Oct-91       -38,916
                          30-Nov-91       -38,890
                          31-Dec-91       -38,093
                          31-Jan-92       -38,141
                          29-Feb-92       -36,579
                          31-Mar-92       -33,422
                          30-Apr-92       -32,755
                          31-May-92       -32,779
                          30-Jun-92       -32,936
                          31-Jul-92       -34,083
                          31-Aug-92       -32,971
                          30-Sep-92       -33,988
                          31-Oct-92       -34,428
                          30-Nov-92       -33,696
                          31-Dec-92       -34,557
                          31-Jan-93       -34,695
                          28-Feb-93       -35,529
                          31-Mar-93       -41,028
                          30-Apr-93       -42,959
                          31-May-93       -44,732
                          30-Jun-93       -44,557
                          31-Jul-93       -43,917
                          31-Aug-93       -43,167
                          30-Sep-93       -43,501
                          31-Oct-93       -43,539
                          30-Nov-93       -42,972
                          31-Dec-93       -42,675
                          31-Jan-94       -41,328
                          28-Feb-94       -40,638
                          31-Mar-94       -36,141
                          30-Apr-94       -35,148
                          31-May-94       -34,120
                          30-Jun-94       -33,033
                          31-Jul-94       -32,051
                          31-Aug-94       -31,873
                          30-Sep-94       -31,042
                          31-Oct-94       -30,429
                          30-Nov-94       -31,093
                          31-Dec-94       -29,347
                          31-Jan-95       -29,718
                          28-Feb-95       -29,922


Source: ISI Inc.

     The Liberal government has accomplished deficit reduction without suffering
in the public  opinion polls.  The government has called an early  Parliamentary
election for June 2. The campaign will most likely present a buying  opportunity
as the other parties vie for seats by  criticizing  the  Liberals'  policies and
probably narrow the Liberal lead. We expect the Liberals to be reelected with as
sizable a majority  as they enjoy now.  This  would  allow for  further  deficit
reduction and the beginning of tax cuts financed by lower interest expense.

     Canadian government yields are now below U.S. rates for maturities up to 10
years.  This is an unusual  circumstance and is a tribute to Canadian  policies.
Canada's trade and current  account surplus also help the interest rate picture.
Canadian  interest  rates  beyond 10 years are still above those in the U.S. The
Fund is  concentrating  on long  maturity  government  bonds  where  there is an
opportunity for further  near-term yield spread narrowing that favors Canada. As
the picture for U.S. rates brightens later this year, we would expect  generally
lower Canadian rates in sympathy with a downward trend in the U.S.

     The Canadian currency has weakened somewhat against the U.S. dollar, mostly
because Canadian money market rates are well below those in the U.S. The Bank of
Canada is  sensitive  to  significant  currency  deterioration  and is likely to
support the currency if further weakness  develops.  It has sizable reserves and
can also raise domestic short-term rates to produce currency stability. The Bank
has a great deal of policy latitude.  We would expect the currency to strengthen
versus the U.S. dollar after this summer's elections.

                                                                               5


<PAGE>

Additional Performance Information


     The shareholder letter included in this report contains statistics designed
to help you  evaluate  the  performance  of your Fund's  management.  To further
assist in this evaluation, the Securities and Exchange Commission (SEC) requires
that  we  include,  on an  annual  basis,  a line  graph  comparing  the  Fund's
performance to that of an appropriate  market index. This graph must measure the
growth of a $10,000  hypothetical  investment from the Fund's inception  through
the most recent fiscal  year-end and must reflect the impact of the Fund's total
expenses and its currently effective 3.0% maximum sales charge.

     While this table is required by SEC rules,  such comparisons are of limited
utility  since the indices  shown are not adjusted for sales charges and ongoing
management,  distribution  and  operating  expenses  applicable  to the Fund. An
investor who wished to replicate  the total return of these  indices  would have
had to own the securities that they represent.  Acquiring these securities would
require a  considerable  amount of money and would incur  expenses  that are not
reflected in the index results.

     The SEC also requires that we report the Fund's total returns, according to
a  standardized  formula,  for various time periods  through the end of the most
recent  calendar  quarter.  The SEC total  return  figures  differ from those we
reported  because  the  time  periods  may be  different  and  because  the  SEC
calculation includes the impact of the currently effective maximum sales charge.
These total returns  correspond to those experienced by individual  shareholders
only if their shares were purchased on the first day of each time period and the
maximum sales charge was paid.  Any  performance  figures shown are for the full
period indicated. Since investment return and principal value will fluctuate, an
investor's  shares  may be worth  more or less  than  their  original  cost when
redeemed.

- -------------------------------------------------------
                AVERAGE ANNUAL TOTAL RETURN*
                                         % Return With
  Periods ended 3/31/97:                Sales Charge(1)
- -------------------------------------------------------
  One Year                                   4.67%
- -------------------------------------------------------
  Since Inception (1/15/93)                  3.13%



                    CHANGE IN VALUE OF A $10,000 INVESTMENT*

                        January 15, 1993-March 31, 1997


                  [Graph appears here--see plot points below]


<TABLE>
<CAPTION>
                            Lehman Brothers                      Lehman Brothers
     ISI North American      Intermediate       Consumer     Emerging Americas Index:
    Government Bond Fund    Treasury Index     Price Index       Mexico Section
<S><C>
1/93       9,700               10,000             10,000             10,000
3/93       9,911               10,186             10,049             10,322
3/94      10,186               10,425             10,301             11,097
3/95       9,339               10,867             10,596              8,616
3/96      10,550               11,856             10,897             12,589
3/97      11,384               12,408             11,198             14,948
</TABLE>

(1)Assumes maximum sales charge of 3.0%.

  *These  figures  assume  the   reinvestment   of  dividends  and  capital
   gains distributions.  The indices listed above are unmanaged and are widely
   recognized as indicators of performance in their  respective  sectors.  The
   Lehman Brothers Intermediate  Treasury Index is a performance indicator of
   the intermediate-term U.S. Treasury market, the CPI is a general indicator of
   inflation and the Lehman Brothers Emerging Americas Index: Mexico Section is
   an indicator of the interest rate structure of Mexican  government and
   private corporate debt.  Management is not aware of any single index that is
   truly representative of the Fund since the Fund's assets are allocated across
   three different  countries and each country's weighting is periodically
   adjusted to reflect the advisor's  outlook on current market conditions. Past
   performance is not an indicator of future results.


6


<PAGE>


North American Government Bond Fund, Inc.


Statement of Net Assets
March 31, 1997

<TABLE>
<CAPTION>
                                       Interest        Maturity        Principal           Value
Security                                 Rate            Date           Amount+          (Note A)
- ---------------------------------------------------------------------------------------------------
<S><C>
CANADIAN SECURITIES -- 10.99%
Government of Canada, Deb.              9.750%           6/1/21        C$ 2,000,000     $ 1,837,212
Government of Canada, Deb.              9.000            6/1/25           4,500,000       3,877,078
                                                                                        -----------
   Total Canadian Securities
     (Cost $5,597,185).............................................................       5,714,290
                                                                                        -----------

MEXICAN SECURITIES(1) -- 12.77%
Mexican Treasury Cete                  21.710*          4/30/97       Ps 11,600,740       1,441,732
Mexican Treasury Cete                  21.980*          6/12/97          42,862,310       5,194,859
                                                                                        -----------
   Total Mexican Securities
     (Cost $6,672,976).............................................................       6,636,591
                                                                                        -----------

U.S. TREASURY SECURITIES -- 56.21%
U.S. Treasury Bond                     10.375          11/15/09          $8,000,000       9,562,504
U.S. Treasury Bond                     10.375          11/15/12           4,000,000       4,962,500
U.S. Treasury Bond                      8.750           5/15/17           6,000,000       6,965,628
U.S. Treasury Bond                      7.250           8/15/22           2,000,000       2,003,750
U.S. Treasury Bond                      7.125           2/15/23           5,750,000       5,714,063
                                                                                        -----------
   Total U.S. Treasury Securities
     (Cost $30,731,302)............................................................     $29,208,445
                                                                                        -----------
- ---------------------------------------------------------------------------------------------------
</TABLE>

                                                                               7

<PAGE>


North American Government Bond Fund, Inc.


Statement of Net Assets (concluded)
March 31, 1997

<TABLE>
<CAPTION>
                                                                       Principal           Value
                                                                        Amount+          (Note A)
- ---------------------------------------------------------------------------------------------------
<S><C>
REPURCHASE AGREEMENTS -- 19.04%
Goldman Sachs & Co., 6.25%
  Dated 3/31/97, to be repurchased on
  4/1/97, collateralized by U.S. Treasury
  Bonds with a market value of $10,092,041.
  (Cost $9,894,000)..............................................       $9,894,000      $ 9,894,000
                                                                                        -----------
Total Investments in Securities -- 99.01%
  (Cost $52,895,463) ** .........................................                        51,453,326
Other Assets in Excess of Liabilities, Net-- 0.99%...............                           512,475
                                                                                        -----------
Net Assets-- 100.00%.............................................                       $51,965,801
                                                                                        ===========
Net Asset Value and Redemption Price Per Share
  ($51,965,801 / 6,271,466 shares outstanding)...................                             $8.29
                                                                                              =====
Offering Price Per Share
  ($8.29 / .970).................................................                             $8.55
                                                                                              =====
- ---------------------------------------------------------------------------------------------------
</TABLE>

(1) Cetes are short-term Mexican government debt securities.
 *  Yields as of March 31, 1997.
**  Also aggregate cost for federal tax purposes.
 +  Principal amount is shown in local currency: Canadian dollars (C$), Mexican
    pesos (Ps) and U.S. dollars ($).
See Notes to Financial Statements.


8

<PAGE>


North American Government Bond Fund, Inc.


Statement of Operations
For the Year Ended March 31, 1997

<TABLE>
- ---------------------------------------------------------------------------------------------------
<S><C>
NET INVESTMENT INCOME (NOTE A):
     Interest.......................................................................    $ 5,980,207
                                                                                        -----------
EXPENSES:
     Investment advisory fee (Note B)...............................................        233,075
     Distribution fee (Note B)......................................................        233,075
     Administration fee (Note B)....................................................        116,538
     Transfer agent fee.............................................................         71,408
     Accounting fee (Note B)........................................................         55,309
     Custodian fee..................................................................         51,310
     Legal..........................................................................         36,898
     Audit..........................................................................         33,353
     Registration fees..............................................................         32,305
     Printing and postage...........................................................         29,919
     Miscellaneous..................................................................         11,532
     Organizational expense (Note A)................................................         10,497
     Directors' fees................................................................          4,986
     Insurance......................................................................          1,942
                                                                                        -----------
       Total expenses...............................................................        922,147
     Less: Fees waived (Note B).....................................................       (193,796)
                                                                                        -----------
       Net expenses.................................................................        728,351
                                                                                        -----------
     Net investment income..........................................................     5,251,856
                                                                                        -----------

REALIZED AND UNREALIZED GAIN/(LOSS) ON INVESTMENTS:
     Net realized gain on investments...............................................        130,031
     Net realized foreign exchange loss.............................................     (1,327,424)
     Change in net unrealized appreciation or depreciation of investments...........        540,125
     Change in net unrealized appreciation or depreciation on translation
       of assets and liabilities denominated in foreign currencies..................        (3,190)
                                                                                        -----------
     Net loss on investments........................................................       (660,458)
                                                                                        -----------

NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS................................    $ 4,591,398
                                                                                        ===========
- ---------------------------------------------------------------------------------------------------
</TABLE>

See Notes to Financial Statements.



                                                                               9



<PAGE>


North American Government Bond Fund, Inc.


Statement of Changes in Net Assets


<TABLE>
<CAPTION>
                                                                     For the Year Ended March 31,
                                                                    ------------------------------
                                                                    1997                   1996
- --------------------------------------------------------------------------------------------------
<S><C>
INCREASE/(DECREASE) IN NET ASSETS:
Operations:
     Net investment income...................................  $  5,251,856           $  6,142,465
     Net realized loss from security and
       foreign currency transactions.........................    (1,197,393)            (2,882,627)
     Change in unrealized appreciation or depreciation
       of investments and foreign currency translation.......       540,125              4,860,869
     Change in net unrealized appreciation or
       depreciation on translation of assets and
       liabilities denominated in foreign currencies.........        (3,190)                77,092
                                                               ------------           ------------
     Net increase in net assets resulting
       from operations.......................................     4,591,398              8,197,799
                                                               ------------           ------------
DIVIDENDS TO SHAREHOLDERS FROM:
     Net investment income...................................    (1,823,953)                    --
     Return of capital-tax...................................    (3,191,763)            (5,474,647)
                                                               ------------           ------------
     Total distributions.....................................    (5,015,716)            (5,474,647)
                                                               ------------           ------------

CAPITAL SHARE TRANSACTIONS:
     Proceeds from sale of 695,687 and 762,541
       shares, respectively..................................     5,848,278              6,579,788
     Value of 306,356 and 335,134 shares issued in
       reinvestment of dividends, respectively...............     2,564,081              2,852,645
     Cost of 1,997,507 and 2,056,598 shares
       repurchased, respectively.............................   (16,882,467)           (17,587,616)
                                                               ------------           ------------
     Total decrease in net assets derived from capital
       share transactions....................................    (8,470,108)            (8,155,183)
                                                               ------------           ------------
     Total decrease in net assets............................    (8,894,426)            (5,432,031)

NET ASSETS:
     Beginning of year.......................................    60,860,227             66,292,258
                                                               ------------           ------------
     End of year.............................................  $ 51,965,801           $ 60,860,227
                                                               ============           ============
- --------------------------------------------------------------------------------------------------
</TABLE>

See Notes to Financial Statements.

10

<PAGE>


North American Government Bond Fund, Inc.


Financial Highlights
(For a share outstanding throughout each period)

<TABLE>
<CAPTION>
                                                                                        For the Period
                                                   For the Year Ended March 31,      January 15, 1993(1)
                                               -------------------------------------       through
                                                1997      1996      1995      1994      March 31, 1993
- --------------------------------------------------------------------------------------------------------
<S><C>
Per Share Operating Performance:
  Net asset value at beginning of period..... $  8.37   $  8.06   $  9.53    $ 10.14     $ 10.00
                                              -------   -------   -------    -------     -------
Income from Investment Operations:
  Net investment income......................    0.75      0.81      0.63       0.89        0.10
  Net realized and unrealized gain/(loss)
    on investments and foreign currency
    translation..............................   (0.11)     0.22     (1.38)     (0.58)       0.12
                                              -------   -------   -------    -------     -------
  Total from Investment Operations...........    0.64      1.03     (0.75)      0.31        0.22

Less Distributions:
  Dividends from net investment income
    and short-term gains.....................   (0.26)       --     (0.45)     (0.92)      (0.08)
  Return of capital..........................   (0.46)    (0.72)    (0.27)        --          --
                                              -------   -------   -------    -------     -------
  Total distributions........................   (0.72)    (0.72)    (0.72)     (0.92)      (0.08)
                                              -------   -------   -------    -------     -------
  Net asset value at end of period........... $  8.29   $  8.37   $  8.06    $  9.53     $ 10.14
                                              =======   =======   =======    =======     =======
Total Return(2)..............................    7.90%    12.97%    (8.31)%     2.77%       2.18%

Ratios to Average Daily Net Assets:
  Expenses(3)................................    1.25%     1.25%     1.25%      1.25%       1.25%(5)
  Net investment income(4)...................    8.99%     9.49%     7.04%      7.04%       7.62%(5)

Supplemental Data:
  Net assets at end of the period (000)...... $51,966   $60,860   $66,292    $93,622     $40,937
  Portfolio turnover rate....................      46%      125%      104%       219%        104%
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1) Commencement of operations.
(2) Total return excludes the effect of sales charge.
(3) Without the waiver of advisory fees (Note B), the ratio of expenses to
    average daily  net  assets  would  have  been  1.58%,  1.47%,  1.45%,  1.44%
    and  2.19% (annualized) for the years ended March 31, 1997, 1996, 1995, 1994
    and the period ended March 31, 1993, respectively.
(4) Without the waiver of advisory fees (Note B), the ratio of net  investment
    income to average  daily net assets would have been 8.66%, 9.27%, 6.84%,
    6.85% and 6.68% (annualized) for the years ended March 31, 1997, 1996, 1995,
    1994 and the period ended March 31, 1993, respectively.
(5) Annualized.

See Notes to Financial Statements.


                                                                              11


<PAGE>

Notes to Financial Statements


A.  Significant  Accounting Policies -- North American Government Bond Fund,
    Inc. ("the Fund"), which was organized as a Maryland Corporation on October
    19, 1992, commenced  operations  January  15,  1993.  The  Fund is
    registered under  the Investment Company Act of 1940 as a diversified,
    open-end Investment Management Company.  It is designed to provide a high
    level of current  income,  consistent with prudent investment risk, by
    investing primarily in a portfolio  consisting of fixed-income securities
    issued or guaranteed by the governments of the United States, Canada and
    Mexico.

    The Fund consists of one share class, the ISI Shares, which are subject to a
    3.00% maximum front-end sales charge and a 0.40% distribution fee.

    When  preparing  the Fund's  financial  statements,  management  has to make
    estimates  and  assumptions  to comply with  generally  accepted  accounting
    principles.  These estimates  affect 1) the assets and  liabilities  that we
    report at the date of the financial statements; 2) the contingent assets and
    liabilities that we disclose at the date of the financial statements; and 3)
    the revenues and expenses that we report for the period. Our estimates could
    be different  from the actual  results.  The Fund's  significant  accounting
    policies are:

    Security   Valuation  --  Debt  securities  are  generally   traded  in  the
    over-the-counter  market.  When there is an available market quotation,  the
    Fund values a debt  security by using the most recent  price  provided by an
    investment  dealer. The Fund may also value a debt security by using a price
    from  an  independent  pricing  service  that  the  Investment  Advisor  has
    determined  reflects  the  obligation's  fair  market  value.  When a market
    quotation is  unavailable,  the Investment  Advisor  determines a fair value
    using procedures that the Board of Directors  establishes and monitors.  The
    Fund values  short-term  obligations  with  maturities of 60 days or less at
    amortized cost.

    Repurchase  Agreements  -- The  Fund may  enter  into  tri-party  repurchase
    agreements with broker-dealers and domestic banks. A repurchase agreement is
    a  short-term  investment  in which the Fund buys a debt  security  that the
    broker agrees to repurchase at a set time and price. The third party,  which
    is the broker's  custodial bank,  holds the collateral in a separate account
    until the  repurchase  agreement  matures.  The  agreement  ensures that the
    collateral's market value,  including any accrued interest, is sufficient if
    the broker  defaults.  The Fund's access to the collateral may be delayed or
    limited if the broker  defaults and the value of the collateral  declines or
    if the broker enters into an insolvency proceeding.

    Foreign Currency  Translation -- The Fund separates realized gains or losses
    resulting  from foreign  exchange rate changes and realized  gains or losses
    resulting from market price changes.

    Net realized foreign exchange rate gains or losses occur due to 1) sales of
    portfolio securities; 2) sales and maturities of short-term securities;  3)
    sales of foreign currencies; 4) currency gains or losses realized between
    the trade and settlement dates on securities transactions;  and 5)
    differences between interest recorded on the Fund's books and the U.S.
    dollar equivalent of interest that the Fund actually receives or pays.

    The Fund does not  separate  its  unrealized  appreciation  or  depreciation
    resulting from foreign exchange rate changes and its unrealized appreciation
    or depreciation resulting from market price changes.

    Federal  Income Tax -- The Fund  determines its  distributions  according to
    income tax  regulations,  which may be  different  from  generally  accepted
    accounting principles. As a result, the

12


<PAGE>


Notes to Financial Statements (continued)


    Fund occasionally makes reclassifications  within its capital  accounts to
    reflect  income and gains that are available for distribution under income
    tax regulations.

    The Fund is organized as a regulated  investment  company.  As long as it
    maintains  this status and  distributes to its shareholders  substantially
    all of its taxable net investment  income and net realized capital gains, it
    will be exempt from most, if not all, federal income and excise taxes. As a
    result, the Fund has made no provisions for federal income taxes.

    The Fund has a  $1,031,544  capital  loss  carryforward  that may be carried
    forward to offset any taxable capital gains if necessary.  This capital loss
    carryforward begins to expire in the year 2004 if it is not used.

    Security  Transactions,  Investment  Income,  Distributions and Other -- The
    Fund  uses the trade  date to  account  for  security  transactions  and the
    specific  identification  method  for  financial  reporting  and  income tax
    purposes to determine the cost of investments  sold or redeemed.  Income and
    expenses  are  recorded  on an accrual  basis.  Income  includes  scientific
    amortization  of premiums  and  accretion  of  discounts  when  appropriate.
    Dividend distributions to shareholders are recorded on the ex-dividend date.
    The Fund has deferred the costs incurred by its organization and the initial
    public  offering  of  shares.   These  costs  are  being  amortized  on  the
    straight-line  method  over a  five-year  period,  which began when the Fund
    commenced investment activities.

B.  Investment Advisory Fees, Transactions with Affiliates and Other Fees --
    International Strategy & Investment Inc. ("ISI") is the Fund's investment
    advisor and Investment Company Capital Corp. ("ICC") is the Fund's
    administrator. As compensation for its advisory services, the Fund pays ISI
    an annual fee. This fee is based on the Fund's average daily net assets and
    is calculated  daily and paid  monthly at the annual rate of 0.40%. The Fund
    paid ISI $233,075 for advisory services for the year ended March 31, 1997.
    As compensation for its administrative services, the Fund pays ICC an annual
    fee. This fee is based on the Fund's average daily net assets and is
    calculated daily and paid  monthly at the annual rate of 0.20%. The Fund
    paid ICC $116,538 for administrative services for the year ended March 31,
    1997.

    ISI and ICC have agreed to reduce their fees  proportionately when necessary
    so that the  Fund's  annual  expenses  are no more than  1.25% of the Fund's
    average daily net assets. For the year ended March 31, 1997, ISI waived fees
    of $129,197 and ICC waived fees of $64,599.

    As compensation for its accounting services, the Fund pays ICC an annual fee
    that is calculated  daily and paid monthly from the Fund's average daily net
    assets. The Fund paid ICC $55,309 for accounting services for the year ended
    March 31, 1997.

    As  compensation  for its transfer agent  services,  the Fund pays ICC a per
    account fee that is calculated  and paid monthly.  The Fund paid ICC $71,408
    for transfer agent services for the year ended March 31, 1997.

    As compensation for providing  distribution  services,  the Fund pays Armata
    Financial Corp., an affiliate of ICC, an annual fee that is calculated daily
    and paid  monthly at an annual  rate  equal to 0.40% of the  Fund's  average
    daily net assets. For the year ended March 31, 1997,  distribution fees were
    $233,075.  As of April 1,  1997,  ISI Group  Inc.  will  serve as the Fund's
    distributor.

    The Fund's  complex  offers a retirement  plan for eligible  Directors.  The
    actuarially  computed  pension  expense  allocated  to the Fund for the year
    ended March 31, 1997 was approximately $4,900, and the accrued liability was
    approximately $9,300.


                                                                              13


<PAGE>


Notes to Financial Statements (concluded)


C.  Capital Share Transactions -- The Fund is authorized to issue up to 25
    million shares of $.001 par value capital stock.

D.  Investment  Transactions -- Excluding  short-term and U.S. government
    obligations,  purchases of investment  securities aggregated  $2,170,926
    and sales of  investment  securities  aggregated  $4,821,151  for the year
    ended  March 31,  1997. Purchases of U.S. government obligations aggregated
    $17,693,008 and sales of U.S. government obligations aggregated $20,322,904
    for the period.

    On  March  31,  1997,  aggregate  gross  unrealized   appreciation  for  all
    securities  in which there is an excess of value over tax cost was  $158,350
    and aggregate gross unrealized depreciation of all securities in which there
    is an excess of tax cost over value was $1,600,487.

E.  Forward Currency Exchange  Contracts -- Forward currency  exchange
    contracts carry certain risks. These risks include the counterparties'
    possible inability to meet the contract terms and the movements in currency
    values.  There were no outstanding contracts as of March 31, 1997.

F.  Net Assets -- On March 31, 1997, net assets consisted of:

    Paid-in capital...................   $ 54,545,689

    Accumulated net realized loss
      from security and foreign
      currency transactions...........     (1,135,206)

    Unrealized depreciation of
      investments.....................     (1,442,137)

    Unrealized translation loss.......         (2,545)
                                         ------------
                                         $ 51,965,801
                                         ============


    This report is prepared for the general  information of shareholders.  It is
authorized  for  distribution to  prospective  investors  only when  preceded or
accompanied by an effective prospectus.

     For more complete  information  regarding  any of the ISI Funds,  including
charges and expenses, obtain a prospectus from your investment representative or
directly from the Fund at 1-800-955-7175. Read it carefully before you invest.

14


<PAGE>

Report of Independent Accountants


To the Shareholders and Directors of
North American Government Bond Fund, Inc.:

     We have audited the accompanying  statement of net assets of North American
Government  Bond Fund,  Inc. as of March 31, 1997, and the related  statement of
operations  for the year then ended,  the statement of changes in net assets for
each of the two years in the period then ended and the financial  highlights for
each  of the  respective  periods  presented.  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 investments  owned as of
March 31, 1997 by  correspondence  with the  custodians.  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,  the financial statements and financial highlights referred
to above present fairly,  in all material  respects,  the financial  position of
North American  Government  Bond Fund, Inc. as of March 31, 1997 and the results
of its  operations for the year then ended and the changes in its net assets and
its  financial  highlights  for each of the  respective  periods  presented,  in
conformity with generally accepted accounting principles.



COOPERS & LYBRAND L.L.P.

Philadelphia, Pennsylvania
May 2, 1997

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