TWENTIETH CENTURY PREMIUM RESERVES INC
N-30D, 1996-05-30
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                                TWENTIETH CENTURY
                                Premium Reserves
                                  Annual Report





                                    March 31,
                                      1996

                                 [company logo]
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<PAGE>


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TABLE OF CONTENTS

     Our Message to You ................................................ 1
     Investment Philosophy ............................................. 2
     Period Overview ................................................... 3
     Investment Review
         Premium Managed Bond .......................................... 5
         Premium Government Reserve & Premium Capital Reserve........... 7
     Schedules of Investments
         Premium Government Reserve & Premium Capital Reserve........... 9
         Premium Managed Bond ..........................................11
     Statements of Assets and Liabilities ..............................14
     Statements of Operations ..........................................15
     Statements of Changes in Net Assets ...............................16
     Notes to Financial Statements .....................................18
     Financial Highlights ..............................................20
     Report of Independent Auditors ....................................21


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     IMPORTANT NOTICE FOR ALL IRA AND 403(B) SHAREHOLDERS

     Any distribution you receive from an IRA and certain 403(b) distributions
[those not eligible for rollover to an IRA or to another 403(b)] are subject to
federal income tax withholding at the rate of 10% of the total amount withdrawn,
unless you elect not to have withholding apply. If you don't want us to withhold
this amount, you may send us a written election not to have federal income tax
withheld. Your written election is valid for six months from the date of receipt
by Twentieth Century. Even if you plan to roll over the amount you withdraw to
another tax-deferred account, the withholding rate still applies to the
withdrawn amount, unless we have received a written election not to withhold
within six months prior to the withdrawal.

     When you plan to withdraw, you may make your election by completing our
Conversions/Redemptions form or an IRS Form W-4P. Call Twentieth Century for
either form. Your written election is valid for only six months from the date of
receipt by Twentieth Century. You may revoke your election at any time by
sending a written notice to us.

     Remember, even if you elect not to have income tax withheld, you are liable
for paying income tax on the taxable portion of your withdrawal. If you elect
not to have income tax withheld or you don't have enough income tax withheld,
you may be responsible for payment of estimated tax. You may incur penalties
under the estimated tax rules if your withholding and estimated tax payments are
not sufficient.

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INDEX USED FOR PERFORMANCE COMPARISON

The index listed below is used in this report to serve as a comparison for the 
performance of a fund.

LEHMAN AGGREGATE BOND INDEX is composed of the Lehman Government/Corporate Index
and the Lehman Mortgage-Backed Securities Index. It also includes Treasury
issues, agency issues, corporate bond issues and mortgage-backed securities. It
is not an investment product available for purchase.

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<PAGE>


                                                                  March 31, 1996
- --------------------------------------------------------------------------------
OUR MESSAGE TO YOU

     The bond market gave a very respectable performance during the 12 months
ended March 31, 1996, although the final three months were marked by a sharp
downturn that stripped away roughly one-third of the gains captured earlier in
the period. Inspired by a slow-growth economy, minimal inflation and two Federal
Reserve interest-rate cuts, the market staged a dramatic rally in the first
three quarters, with the benchmark 30-year Treasury bond gaining approximately
26%. The rally withered in the March 1996 quarter, however, due to renewed fears
of rapid growth and higher inflation. For the full 12-month period, prices of
90-day Treasury bills advanced 5.42%, while the price of 30-year Treasury bonds
rose 17.5%.

[picture of James E. Stowers and James E. Stowers III on left side of page]

     Against this backdrop, Premium Managed Bond fund chalked up an 11.53% total
return, placing it firmly in the top quartile of general bond funds, as measured
by Lipper Analytical Services. Premium Government Reserves and Premium Capital
Reserves, both money market funds*, returned 5.49% and 5.58% and their seven-day
yields at March 31, 1996, were 4.99% and 4.94%, respectively.

     These solid results reflect both the market conditions (discussed on page
3) and two other key factors: our conservative investment strategy, and the
benefits that resulted after combining forces with The Benham Group.

     The Premium Reserve Funds are managed not to be short-term performance
leaders, but to deliver consistently competitive results over time. They give
preference to quality investments, which typically exhibit less price volatility
than lower-rated securities of similar maturity. Though they may lag slightly
during market rallies, such securities may retain more of their value in a
downturn.

     To help meet this goal of consistent performance, the funds' portfolio
managers relocated in mid-year to the northern California headquarters of The
Benham Group. Sharing resources and experience with the Benham investment
managers is providing both teams with greater information flow, enhanced
credit-analysis capability, and more extensive quantitative research. As the
period ended, the joint management group was working to expand the
credit-analysis team, construct a new analytical database and otherwise increase
our combined company's ability to scrutinize and select the most appropriate
investments.

     We are confident these efforts will continue to benefit the funds and you,
their shareholders, in the years to come. We appreciate your continued support
of the Twentieth Century family of funds.


Sincerely,

/s/James E. Stowers                     /s/James E. Stowers III
James E. Stowers                        James E. Stowers III
Chairman of the Board and Founder       President


*Investments  in  these  funds  are  not  insured,  nor  are  they guaranteed by
the U.S. government.

While each fund seeks to maintain a stable net asset value of $1.00 per share, 
there is no assurance that it will be able to do so. 


                                        1


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INVESTMENT PHILOSOPHY

     For institutional investors and individual investors with substantial
investable assets, the Twentieth Century Premium Reserve Funds provide
conservatively managed fixed income investment opportunities. Each fund requires
a minimum investment of $100,000 and has an all-inclusive management fee of
0.45%.

     The strengths of the Premium Reserve Funds are conservative investment
policies and quality securities. The funds focus on quality securities and limit
investments in leveraged derivatives or other inherently speculative
instruments.

     PREMIUM GOVERNMENT RESERVE, a U.S. government money market fund, seeks to
protect an investor's principal by investing primarily in money market
instruments backed by the federal government and its agencies. These fixed
income securities, which mature in one year or less, are considered among the
safest of investments. The weighted average portfolio maturity is 90 days or
less.

     PREMIUM CAPITAL RESERVE, a general money market fund, seeks to provide the
maximum current income possible while preserving an investor's principal. It
invests in a wide variety of short-term notes, bonds or debentures, such as
commercial paper, U.S. government and agency securities, and certificates of
deposit. Like Premium Government Reserve's holdings, at least 75% of these
instruments must be rated P-1 by Moody's Investors Service, Inc. and A-1 by
Standard & Poor's Corporation. The weighted average portfolio maturity is 90
days or less.

     PREMIUM MANAGED BOND, a bond fund, is designed for investors who seek a
high level of current income and are willing to accept moderate fluctuation in
share price. It may invest in government, agency, corporate and other fixed
income securities of any maturity and owns bonds rated Baa or above by Moody's
and BBB or above by Standard & Poor's. The weighted average duration is 3.5
years or longer.

     In managing Premium Managed Bond, comparisons are made to a custom-designed
index that approximates the historic average weightings of A-rated bond funds:
primarily investment-grade corporate bonds and, to a lesser extent, Treasury and
mortgage-backed securities and cash. The index is reviewed regularly to ensure
its continued validity.

PORTFOLIO MANAGEMENT TEAM
- ----------------------------------
Bud Hoops, Portfolio Manager
Bob Gahagan, Portfolio Manager
Jeffrey Houston, Portfolio Manager


                                        2


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PERIOD OVERVIEW

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MARKET SUMMARY

     The Federal Reserve seemed to have achieved its desired "soft landing" for
the U.S. economy in 1995, primarily by raising short-term interest rates seven
times after February 1994. As a result, 1995 dawned with a moderate-growth,
low-inflation scenario favorable for bond investors, and the bond market surged
ahead.

NEW FEDERAL RESERVE POLICY

     By the second quarter, slowdowns in auto, home and retail sales and a
dramatic jump in unemployment rates provided ample evidence that economic growth
- - at an annual rate of just 1.3% - was too slow. In response, the Fed reversed
course, lowering its target for the federal funds rate (the rate at which it
loans money to major banks) from 6.00% to 5.75% in July. This was yet another
positive for bond prices, which rise when interest rates fall.

     Despite the change at the Fed, economic results in the third and fourth
quarters continued to be mixed. Reduced corporate spending, continued softness
in autos and housing activity, poor holiday retail sales and lagging consumer
confidence prompted the Fed to drop the federal funds rate another
quarter-percent, to 5.50%, in December. By December 31, yields on 30-year
Treasury bonds were 1.5% below March 31, 1995, rates, and prices had climbed by
as much as 26%, reflecting both actual and anticipated credit-easing by the Fed.

BUDGET IMPASSE

     Although both growth and inflation remained anemic - in 1995, the consumer
price index advanced just 2.5%, the lowest annual rate since 1986 - the bond
market entered 1996 in a state of uncertainty. Political wrangling over the
federal budget, which shut down the national government twice in the fourth
quarter, delayed the release of key economic data and raised questions about its
reliability. The failure of Congress and the White House to resolve their
differences also raised concerns about federal debt repayment.

     Finally, a much-higher-than-expected employment figure released in early
March suggested a rapid increase in economic growth. The news triggered a 3%
drop in bond prices, one of the biggest single-day downturns ever. Other news,
including a seven-year high for the Commodities Research Bureau index of
strategic commodity prices, kept the market off-balance in the remaining weeks
of the quarter, which proved to be the worst since 1987. Between January and
March, long-term bond yields rose approximately 0.75%, paring roughly one-third
of the price gains earned in the prior nine months.

   
                                        3
   

                                                                  March 31, 1996
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PERIOD OVERVIEW (CONTINUED)

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MARKET OUTLOOK

     The bond market has moved toward a recovery, albeit on wobbly legs, as
investors try to piece together an accurate picture of the U.S. economy. We
expect the market to remain volatile until additional (and presumably less
skewed) data prove or disprove an economic resurgence. Employment reports point
toward a re-acceleration of the economy, yet other indicators contradict this
conclusion. Exports are not growing. Capital spending - especially for 
technology - is declining. And, after five years of improvements, corporate 
earnings growth may be slowing.

     The Premium Reserve Funds have assumed neutral positions in the midst of
this jumble and will remain cautious until management has confidence in what the
economic indicators are saying.

     The big questions throughout the remainder of 1996 will be political.
First, will the members of Congress finally agree in this, an election year, on
the spending cuts needed to balance the federal budget? Second, will the
presidential candidates embrace populist positions (e.g., programs that
stimulate job growth or higher wage increases )? Or will they champion fiscal
restraint and slow-but-steady growth? Any action by Congress or the candidates
that is viewed as inflationary could be detrimental to the bond market.


                                        4

                                                                  March 31, 1996
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PREMIUM MANAGED BOND


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MANAGEMENT Q & A

     A discussion with Bud Hoops, a portfolio manager on the Premium Managed 
Bond management team.

Q:   How did the fund perform?

A:   Premium Managed Bond enjoyed a very good year, on both an absolute and a
relative basis. Its 12-month total return was 11.53%, or about 0.75 percentage
points better than the Lehman Aggregate Bond Index. As of March 31, the fund's
total returns ranked 20th among the 112 general bond funds tracked by Lipper
Analytical Services, Inc. for the prior 12 months.*

Q:   Why did the fund  perform so well  compared to the index and its peers?

A:   The most important factor was the fund's duration. Throughout 1995, we
kept the fund's average duration about 10% longer than the Lehman index.
However, as soon as it became clear that the bond market rally might falter, we
changed direction. By March 8, when the surprisingly strong employment numbers
were announced (see page 3), the fund had already assumed a neutral position.

     Another reason the fund outperformed was a significant increase in
corporate securities. We took advantage of steadily improving results for
American business and gradually raised corporates during 1995 from less than 40%
of the portfolio to approximately 60% of the fund's assets before scaling back
at (continued on the next page)

                                QUICK FUND FACTS
                              --------------------
                              PREMIUM MANAGED BOND
                              --------------------

                                    STRATEGY:
                              High level of current
                                    income.

                                 INCEPTION DATE:
                                 April 1, 1993

                                      SIZE:
                                 $20.3 million
                             (as of March 31, 1996)



- --------------------------------------------------------------------------------
AVERAGE ANNUAL TOTAL RETURNS
                                            PREMIUM           Lehman
                                            MANAGED BOND      Aggregate*
                                           -------------      ---------
     Year ended 3/31/96                        11.53%           10.79%

     Inception 4/1/93                           5.55%            5.99%
      to 3/31/96


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ASSET ALLOCATION      [pie chart]
(as of March 31, 1996)

     Temporary Cash Investments         8%
     Sovereign Governments & Agencies   7%
     Mortgage-Backed Securities        15%
     Corporate Bonds                   45%
     U.S. Treasury Securities          25%

Percent of fund investments.


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$100,000 OVER LIFE OF FUND
[mountain graph]

$100,000 investment made on 4/1/93 (Inception date)

               PREMIUM          LEHMAN AGGREATE*
               MANAGED BOND      BOND INDEX

4/1/93         $100,000          $100,000
4/30/93        $100,740          $100,700      Value on 3/31/96:            
5/31/93        $100,300          $100,820      -----------------            
6/30/93        $101,870          $102,650      $117,580 PREMIUM MANAGED BOND
7/31/93        $102,460          $103,230      $119,070 Lehman Aggregate*   
8/31/93        $104,460          $105,040              
9/30/93        $104,620          $105,330
10/31/93       $104,890          $105,720
11/30/93       $104,020          $104,820
12/31/93       $104,530          $105,390
1/31/94        $105,970          $106,820
2/28/94        $103,370          $104,960
3/31/94        $100,910          $102,370
4/30/94         $99,910          $101,550
5/30/94         $99,770          $101,320
7/31/94        $101,650          $103,330
8/31/94        $101,540          $103,460
9/30/94        $100,020          $101,930
10/31/94        $99,810          $101,840
11/30/94        $99,590          $101,620
12/31/94       $100,250          $102,320
1/31/95        $102,120          $104,340
2/28/95        $104,630          $106,820
3/31/95        $105,430          $107,480
4/30/95        $106,990          $108,980
5/31/95        $111,950          $113,200
6/30/95        $112,630          $114,030
7/31/95        $112,070          $113,770
8/31/95        $113,680          $115,150
9/30/95        $114,820          $116,270
10/31/95       $116,560          $117,780
11/30/95       $118,530          $119,540
12/31/95       $120,400          $121,220
01/31/96       $121,110          $122,030
02/29/96       $118,510          $119,910
03/31/96       $117,580          $119,070


Past performance does not guarantee future results.  Investment return and 
principal value will fluctuate, and redemption value may be more or less than 
original cost.

*Source: Lipper Analytical Services, Inc.


                                        5


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PREMIUM MANAGED BOND


(continued from the previous page)
year end. All of these securities were investment-grade. Among them were a
number of BBB-rated issues from improving companies like Boise-Cascade, Delta
Airlines and Time-Warner. As their corporate fortunes improve, so will the
potential for a ratings upgrade and a significant price increase in their
securities.

Q:   What are your plans for the fund in the coming months?

A:   Because the external environment is full of contradictions, we began the
new year in a neutral position relative to the fund's peer group. We will
maintain that position until the statistics provide clarity about the economy
and inflation. In the interim, we are working to increase the portfolio's yield
while maintaining the overall asset quality.

     For example, an in-depth evaluation of market sectors showed that
higher-quality corporate securities have become relatively expensive compared to
Treasury issues. In addition, we suspect that corporate earnings growth may slow
this year. For these reasons, we began shifting assets during the January
quarter from corporates to a comparatively inexpensive sector:
government-guaranteed, mortgage-backed securities. These involve some prepayment
risk (i.e., the possibility that mortgagees will pay off their loans early by
refinancing when interest rates fall), but our modeling programs suggest that
this risk is more than offset by the extra yield. We will continue to look for
such opportunities in the coming months.



QUALITY DIVERSIFICATION (as of March 31, 1996)
- -------------------------------------------------
    (Moody's Rating)        % of fund investments

        AAA                         48%
        AA                          12%
        A                           24%
        BBB                         16%
                                 --------
                                   100%
                                 ========

AVERAGE WEIGHTED MATURITY (as of March 31, 1996)
- ------------------------------------------------

                Years     9.3

Average weighted maturity indicates the average time until the principal on the
Fund's bonds is expected to be repaid, weighted by dollar amount.

DURATION (as of March 31,1996)
- ------------------------------

                Years     5.28

Duration is a measure of the sensitivity of a portfolio to changes in interest
rates. As the duration of a fund increases, the impact of a change in interest
rates on the value of itsportfolio also increases.


Premium Managed Bond schedule of investments begins on page 11.



                                        6



                                                                  March 31, 1996
- --------------------------------------------------------------------------------
PREMIUM GOVERNMENT RESERVE & PREMIUM CAPITAL RESERVE

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MANAGEMENT Q & A

     A discussion with Bob Gahagan, a portfolio manager on the Premium 
Government Reserve and Premium Capital Reserve management team.

Q:   How did the funds perform during the period?

A:   Premium Government Reserve, which invests in short-term government
securities, posted a total return of 5.49%, compared to a 5.42% return on 90-day
Treasury bills. Premium Capital Reserve, which invests in a wider range of
short-term instruments, had a total return of 5.58%. As of March 31, their
current seven-day yields were 4.99% and 4.94%, respectively.

Q:   How were the funds positioned over the past year?

A:   Both funds had longer-than-average maturities during the first nine
months, when interest rates were falling significantly. At the peak, their
average maturities were nearly 70 days, compared to a norm of 50 to 60 days. By
January, however, we felt that further declines in short-term rates were
unlikely because the marketplace had priced in more credit-easing by the Fed
than was realistic. In response, we trimmed the average maturities back to more
normal or "neutral" levels.

     As the year progressed, we continued to stress credit quality in the
Capital Reserve Fund. At the end of the period, we had invested 98% of the
portfolio in securities with the highest ratings: A-1+ or AAA. (Credit quality
is less of an issue for Government Reserve; the majority of its holdings are
backed by what is considered the strongest credit: the U.S. government and its
agencies.)


                                QUICK FUND FACTS
                           --------------------------
                           PREMIUM GOVERNMENT RESERVE
                           --------------------------

                                   STRATEGY:
                             High level of current
                             income consistent with
                             principal preservation.

                                INCEPTION DATE:
                                 April 1, 1993

                                     SIZE:
                                 $26.2 million
                             (as of March 31, 1996)

                                WEIGHTED AVERAGE
                              PORTFOLIO MATURITY:
                                    55 days


PREMIUM GOVERNMENT RESERVE
- --------------------------------------------------------------------------------
AVERAGE ANNUAL TOTAL RETURNS**

                           PREMIUM              90-day
                      GOVERNMENT RESERVE  Treasury Bill Index*
                      ------------------  -------------------
Year ended 3/31/96           5.49%               5.42%

Inception 4/1/93             4.28%               4.50%
 to 3/31/96


- --------------------------------------------------------------------------------
SEVEN-DAY CURRENT YIELD (as of March 31, 1996)

Premium Government Reserve    4.99%


- --------------------------------------------------------------------------------
ASSET ALLOCATION    [pie chart]
(as of March 31, 1996)

     Temporary Cash Investments    2%
     U.S. Treasury Securities      6%
     U.S. Government Agencies     92%

Percent of fund investments.


 *Source: Lipper Analytical Services, Inc.

**Investments in these funds are not insured, nor are they guaranteed by the
U.S. government. While each fund seeks to maintain a stable net asset value of
$1.00 per share, there is no assurance that it will be able to do so.


                                        7


- --------------------------------------------------------------------------------
PREMIUM GOVERNMENT RESERVE & PREMIUM CAPITAL RESERVE


Q:   Did you make any other changes to the funds?

A:   With Premium Capital Reserve, the most significant adjustment was our
decision to eliminate the securities of Japanese banks and some Japanese
corporations from the portfolio. Six months ago we concluded that the persistent
recession in Japan, large portfolios of problem loans and various shortcomings
inherent in the Japanese banking system could cause that country's banks to
stumble. We trimmed our holdings before news broke that, in fact, a number of
Japanese banks had started to fail.

     Though we sense that the deficiencies of the Japanese banking systems are
slowly being corrected, we are reluctant to own securities from financial
institutions in Japan until we have more confidence about the overall economic
picture there.


                                QUICK FUND FACTS
                            -----------------------
                            PREMIUM CAPITAL RESERVE
                            -----------------------

                                    STRATEGY:

                              High level of current
                             income consistent with
                             principal preservation.

                                 INCEPTION DATE:
                                 April 1, 1993

                                      SIZE:
                                 $133.4 million
                             (as of March 31, 1996)


                                WEIGHTED AVERAGE
                              PORTFOLIO MATURITY:
                                    49 days



PREMIUM CAPITAL RESERVE
- --------------------------------------------------------------------------------
AVERAGE ANNUAL TOTAL RETURNS**

                          PREMIUM             90-day
                      CAPITAL RESERVE  Treasury Bill Index*

Year ended 3/31/96          5.58%              5.42%

Inception 4/1/93            4.35%              4.50%
 to 3/31/96


- --------------------------------------------------------------------------------
SEVEN-DAY CURRENT YIELD (as of March 31, 1996)

     Premium Capital Reserve        4.94%


- --------------------------------------------------------------------------------
ASSET ALLOCATION     [pie chart]
(as of March 31, 1996)

     Certificates of Deposit     5%
     Municipal Obligations       1%
     Other Corporate Debt        6%
     U.S. GovernmentAgencies     8%
     Commercial Paper           80%

Percent of fund investments.

 *Source: Lipper Analytical Services, Inc.

**Investments in these funds are not insured, nor are they guaranteed by the 
U.S. government.  While each fund seeks to maintain a stable net asset value of 
$1.00 per share, there is no assurance that it will be able to do so.

Premium Government Reserve and Premium Capital Reserve schedules of investments
begin on page 9.


                                        8


- --------------------------------------------------------------------------------
SCHEDULES OF INVESTMENTS March 31, 1996


PREMIUM GOVERNMENT RESERVE
- --------------------------------------------------------------------------------
Principal Amount                                         Value
- --------------------------------------------------------------------------------

U.S. GOVERNMENT AGENCY DISCOUNT NOTES* -- 80.6%

$   150,000  FHLB, 5.42%, 4-11-96               $        149,774
  3,000,000  FHLMC, 5.25%, 4-11-96                     2,995,692
  1,900,000  FNMA, 5.43%, 4-12-96                      1,896,970
    665,000  FHLMC, 5.25%, 4-18-96                       663,320
  1,500,000  FNMA, 5.36%, 4-22-96                      1,495,380
  1,500,000  FFCB, 5.30%, 4-23-96                      1,495,325
    160,000  FNMA, 5.36%, 4-26-96                        159,396
    795,000  FHLB, 5.36%, 4-29-96                        791,692
    190,000  FHLB, 5.40%, 5-1-96                         189,141
  1,000,000  FFCB, 5.30%, 5-8-96                         994,625
    900,000  FFCB, 5.30%, 5-13-96                        894,351
  1,000,000  FFCB, 5.30%, 5-21-96                        992,750
  1,000,000  FHLMC, 5.22%, 5-28-96                       991,735
  2,600,000  FNMA, 5.31%, 6-4-96                       2,576,011
    500,000  FHLB, 5.21%, 6-14-96                        494,707
    500,000  FHLMC, 5.22%, 6-21-96                       494,195
    180,000  FHLMC, 5.18%, 7-1-96                        177,452
  2,000,000  FHLB, 5.18%, 7-11-96                      1,972,000
    750,000  FHLB, 5.16%, 7-15-96                        739,106
  1,000,000  FHLB, 5.16%, 7-16-96                        985,278
    300,000  FNMA, 5.16%, 11-20-96                       289,961
                                                      ----------
                                                      21,438,861
                                                      ----------
OTHER U.S. GOVERNMENT AGENCY SECURITIES* -- 11.8%

    645,000  FHLB, 7.75%, 4-25-96                        645,874
  1,000,000  FHLB, 6.01%, 5-15-96                      1,000,552
    500,000  FNMA, 5.76%, 9-3-96                         500,000
  1,000,000  FFCB, VRN, MTN, 5.175%,
             4-17-96, resets monthly off the
             1-month LIBOR minus .20%
             with no caps, final maturity
             3-17-97                                     998,878
                                                      ----------
                                                       3,145,304
                                                      ----------
U.S. TREASURY SECURITIES* -- 5.7%

  1,500,000  U.S. Treasury Note,
             7.875%, 7-31-96                           1,514,018
                                                      ----------
TEMPORARY CASH INVESTMENTS -- 1.9%

     Repurchase Agreement (Goldman Sachs &  Co., Inc.),
     5.30%, due 4-1-96; collateralized by $430,000 par value
     U.S. TreasuryBonds, 8.875%, due 8-15-17
     (Delivery value $513,227)                           513,000
                                                      ----------

TOTAL INVESTMENT SECURITIES-- 100.0%                  26,611,183
                                                      ==========



PREMIUM CAPITAL RESERVE
- --------------------------------------------------------------------------------
Principal Amount                                         Value
- --------------------------------------------------------------------------------
COMMERCIAL PAPER*

AGRICULTURE -- 4.1%
$5,600,000   Cargill Financial Services Corp.,
             5.45%, 7-9-96 (Acquired 11-7-95,
             Cost $5,393,142)+                  $      5,516,070
                                                      ----------

CHEMICALS & RESINS -- 1.9%
 2,500,000   du Pont (E.I.) de Nemours &
             Co., 5.50%, 8-1-96 (Acquired
             8-10-95, Cost $2,363,646)+                2,453,402
                                                      ----------

COMMUNICATIONS EQUIPMENT -- 3.0%
 4,000,000   Motorola Credit Corp.,
             5.20%, 4-12-96                            3,993,645
                                                      ----------

COMPUTER SYSTEMS -- 3.7%
 5,000,000   Hitachi Credit America Corp.,
             5.44%, 4-30-96                            4,978,089
                                                      ----------

DIVERSIFIED COMPANIES -- 3.7%
 5,000,000   General Electric Capital Corp.,
             5.32%, 4-23-96                            4,983,744
                                                      ----------

See Notes to Financial Statements


                                        9


- --------------------------------------------------------------------------------
SCHEDULES OF INVESTMENTS (CONTINUED) March 31, 1996

PREMIUM CAPITAL RESERVE (CONTINUED)
- --------------------------------------------------------------------------------
Principal Amount                                         Value
- --------------------------------------------------------------------------------

EDUCATION -- 8.4%
$5,000,000   Stanford University,
               5.05%, 6-25-96                     $    4,940,382
 6,300,000   Yale University, 5.25%, 4-23-96           6,279,788
                                                      ----------
                                                      11,220,170
                                                      ----------
ELECTRICAL & ELECTRONIC COMPONENTS -- 1.4%
 1,900,000   Siemens Corp., 5.27%, 5-24-96             1,885,259
                                                      ----------

FINANCIAL SERVICES -- 2.8%
 2,200,000   Dresdner U.S. Finance Inc.,
               5.45%, 4-2-96                           2,199,667
 1,600,000   Morgan Stanley Group, Inc.,
               5.12%, 7-26-96                          1,573,604
                                                      ----------
                                                       3,773,271
                                                      ----------
FOOD & BEVERAGE -- 2.5%
 3,300,000   Bass Finance (CI) LTD, 5.17%, 4-1-96      3,300,000
                                                      ----------

INSURANCE -- 13.1%
 3,050,000   Aon Corp., 5.37%, 4-25-96                 3,039,081
 2,138,000   Metlife Funding Inc., 5.26%, 6-13-96      2,115,196
 6,000,000   Principal Mutual Life Insurance Co.,
              5.26%, 4-11-96 through 4-12-96           5,991,087
 6,400,000   USAA Capital Corp., 5.17%, 4-25-96        6,377,941
                                                      ----------
                                                      17,523,305
                                                      ----------
PHARMACEUTICALS -- 9.3%
 6,000,000   Sandoz Corp., 5.25%, 4-10-96              5,992,125  
 6,400,000   Warner-Lambert Co., 5.26%-5.50%,
                  5-3-96 through 7-24-96               6,355,766
                                                      ----------
                                                      12,347,891
                                                      ----------
RETAIL (GENERAL MERCHANDISE) -- 4.8%
 6,400,000   Southland Corp., 5.18%, 4-24-96           6,378,820
                                                      ----------
SOVEREIGN GOVERNMENTS &AGENCIES -- 16.6%
$6,200,000   National Australia Funding
                  5.36%, 4-8-96                        6,193,538
 3,000,000   Ontario Hydro, 5.35%, 4-15-96             2,993,758
 1,200,000   Royal Bank of Canada, 5.29%, 6-17-96      1,186,422
 5,500,000   Sweden (Kingdom of), 5.37%,
               4-2-96 (Acquired 1-9-96,
               Cost $5,431,085)+                       5,499,180
 6,400,000   Toronto-Dominion Bank,
               5.08%-5.60%, 4-22-96
               through 6-24-96                         6,345,605
                                                      ----------
                                                      22,218,503
                                                      ----------
UTILITIES (ELECTRIC) -- 4.8%
 6,500,000   National Rural Utilities Cooperative
               Finance Corp., 5.25%-5.27%,
               5-7-96 through 5-13-96                  6,463,629
                                                      ----------

TOTAL COMMERCIAL PAPER-- 80.1%                       107,035,798
                                                     -----------
CERTIFICATES OF DEPOSIT -- 5.2%

 3,000,000   ABN Amro Bank Chicago,
               5.54%, 11-6-96                          3,000,152
 4,000,000   Deutsche Bank Financial,
               5.07%, 6-7-96                           3,999,518
                                                      ----------
                                                       6,999,670
                                                      ----------
MUNICIPAL OBLIGATIONS -- 1.1%

 1,500,000   Orange County, CA, VRN, 5.3125% 
               plus bonus of .95%, 4-1-96,
               resets monthly off the 1-month LIBOR 
               with no caps, final maturity 
               6-30-96++                               1,500,000
                                                      ----------
OTHER CORPORATE DEBT -- 6.0%

 1,000,000   Abbey National Treasury, VRN, MTN, 
               5.31%, 4-21-96, resets monthly off 
               the 1-month LIBOR minus .10% with no
               caps, final maturity 2-21-97              999,482


See Notes to Financial Statements


                                       10


- --------------------------------------------------------------------------------

PREMIUM CAPITAL RESERVE (CONTINUED)
- --------------------------------------------------------------------------------
Principal Amount                                         Value
- --------------------------------------------------------------------------------

$2,000,000   Bayerische Landesbank,
               VRN, 5.16%, 4-3-96, resets
               monthly off the 1-month
               LIBOR minus .10% with no
               caps, final maturity 3-3-97      $      1,998,027
 5,000,000   Wachovia Bank of NC, VRN, 5.1875%, 
               4-5-96, resets monthly off
               the 1-month LIBOR minus .125% 
               with no caps, final maturity
               1-3-97                                  4,996,448
                                                      ----------
                                                       7,993,957
                                                      ----------
U.S. GOVERNMENTAGENCY SECURITIES* -- 7.5%

 3,500,000   FFCB, VRN, 5.175%, 4-17-96, 
               resets monthly off the 1-month
               LIBOR minus .20% with no caps, 
               final maturity 3-17-97                  3,496,074
 2,000,000   FNMA, 5.59%, 7-1-96                       1,999,444
 3,500,000   FNMA, 5.30%, 12-26-96                     3,510,574
 1,000,000   SLMA, MTN, 5.90%, 10-4-96                 1,000,000
                                                      ----------
                                                      10,006,092
                                                      ----------  
TEMPORARY CASH INVESTMENTS -- 0.1%

   153,000   Units of Temporary Investments,
               Inc. (TempFund Portfolio)                 153,000
                                                      ----------
TOTAL INVESTMENT SECURITIES-- 100.0%            $    133,688,517
                                                      ==========


PREMIUM MANAGED BOND
- --------------------------------------------------------------------------------
Principal Amount                                         Value
- --------------------------------------------------------------------------------

U.S. TREASURY SECURITIES* -- 24.8%

$1,000,000   U.S. Treasury Note,
               4.375%, 11-15-96                 $        994,050
   700,000   U.S. Treasury Note,
               5.625%, 6-30-97                           700,301
   500,000   U.S. Treasury Note,
               5.125%, 2-28-98                           494,310
   300,000   U.S. Treasury Note,
               7.125%, 9-30-99                           310,218
   400,000   U.S. Treasury Note,
               7.75%, 1-31-00                            422,764
 1,100,000   U.S. Treasury Note,
               5.75%, 10-31-00                         1,083,874
   400,000   U.S. Treasury Bond,
               7.125%, 2-15-23                           412,384
   300,000   U.S. Treasury Bond,
               7.50%, 11-15-24                           324,687
   200,000   U.S. Treasury Bond,
               6.875%, 8-15-25                           203,154
   300,000   U.S. Treasury Bond,
               6.00%, 2-15-26                            274,080
                                                      ----------
(Cost $5,201,265)                                      5,219,822
                                                      ----------

MORTGAGE-BACKED
SECURITIES** -- 15.1%

 1,650,836   FNMA Pool #272894,
               6.00%, 3-1-00                           1,591,390
 1,616,344   GNMA Pool #313107,
               7.00%, 5-15-04                          1,586,102
                                                      ----------
(Cost $3,212,058)                                      3,177,492
                                                      ----------

CORPORATE BONDS

AIRLINES -- 2.4%
   500,000   Delta Air Lines, Inc.,
               Equipment Trust Certificates,
               7.541%, 10-11-11                          495,600
                                                      ----------
AUTOMOBILES & AUTO PARTS -- 2.6%
   200,000   Ford Motor Credit Co.,
               6.75%, 5-15-05                            196,750
   350,000   General Motors Co.,
               7.00%, 6-15-03                            352,625
                                                      ----------
                                                         549,375
                                                      ----------

See Notes to Financial Statements


                                       11


- --------------------------------------------------------------------------------
SCHEDULES OF INVESTMENTS (CONTINUED) March 31, 1996

PREMIUM MANAGED BOND (CONTINUED)
- --------------------------------------------------------------------------------
Principal Amount                                         Value
- --------------------------------------------------------------------------------

BANKING -- 6.9%
$  400,000   Chase Manhattan Corp.,
               8.80%, 2-1-00                    $        409,500
   200,000   First Union Corp.,
               8.77%, 11-15-04                           214,750
   300,000   First USA Bank,
               5.75%, 1-15-99                            294,375
   500,000   National Bank of Canada,
               8.125%, 8-15-04                           531,875
                                                      ----------
                                                       1,450,500
                                                      ----------
CHEMICALS & RESINS -- 1.8%
   300,000   ARCO Chemical Co.,
               10.25%, 11-1-10                           388,500
                                                      ----------
COMMUNICATIONS SERVICES -- 1.9%
   400,000   Motorola Inc., 6.50%, 9-1-25,
               put date 9-1-05                           399,500
                                                      ----------
ENERGY (PRODUCTION & MARKETING) -- 4.0%
   300,000   The Coastal Corp.,
               10.25%, 10-15-04                          359,625
   500,000   Columbia Gas Systems,
               6.80%, 11-28-05                           492,500
                                                      ----------
                                                         852,125
                                                      ----------
FINANCIAL SERVICES -- 10.5%
   500,000   Associates Corp., NA,
               6.625%, 6-15-05                           491,875
   300,000   Lehman Brothers Holdings Inc.,
               6.625%, 11-15-00                          298,125
   300,000   Merrill Lynch & Co., Inc.,
               7.00%, 3-15-06                            300,375
   300,000   Paine Webber Group Inc.,
               7.875%, 2-15-03                           310,875
   300,000   Shearson Lehman, MTN,
               9.17%, 2-28-02                            328,875
   500,000   Spieker Properties,
               6.80%, 12-15-01                           487,500
                                                      ----------
                                                       2,217,625
                                                      ----------
FOOD & BEVERAGE -- 1.0%
$  200,000   Seagram Co. Ltd.,
               8.35%, 11-15-06                  $        219,000
                                                      ----------

INSURANCE -- 2.8%
$  300,000   Delphi Financial Group, Inc.,               288,750
             8%, 10-1-03 
   300,000   London Insurance Group,                     295,500
             6.875%, 9-15-05                          ----------
                                                         584,250
                                                      ----------
MEDIA & BROADCAST -- 1.4%
   300,000   Time Warner Inc., 6.85%,
               1-15-26, put date 1-15-03                 293,625
                                                      ----------

PAPER & FOREST PRODUCTS -- 1.7%
   200,000   Boise Cascade Corp.,
               9.45%, 11-1-09                            233,500
   100,000   Georgia-Pacific Corp.,
               9.50%, 12-1-11                            115,750
                                                      ----------
                                                         349,250
                                                      ----------
PHARMACEUTICALS -- 2.6%
   500,000   Lilly (Eli) & Co., 8.375%, 2-7-05           554,375
                                                      ----------
RETAIL (GENERAL MERCHANDISE) -- 1.7%
   300,000   Sears, Roebuck & Co., Inc.,
               9.375%, 11-1-11                           356,625
                                                      ----------
STEEL -- 1.4%
   300,000   USX Corp., MTN, 7.75%, 1-21-98              306,000
                                                      ----------

TOBACCO PRODUCTS -- 1.0%
   200,000   Philip Morris Companies, Inc.,
               7.625%, 5-15-02                           207,750
                                                      ----------
UTILITIES (ELECTRIC) -- 1.8%
   400,000   Duke Power Co., 6.875%, 8-1-23              368,500
                                                      ----------

TOTAL CORPORATE BONDS-- 45.5%                          9,592,600
(Cost $9,609,199)                                     ----------


See Notes to Financial Statements


                                       12


- --------------------------------------------------------------------------------


PREMIUM MANAGED BOND (CONTINUED)
- --------------------------------------------------------------------------------
Principal Amount                                         Value
- --------------------------------------------------------------------------------

SOVEREIGN GOVERNMENTS & AGENCIES -- 6.9%

$  500,000   Hydro-Quebec, 8.05%, 7-7-24,
               put date 7-7-06                  $        544,375
   500,000   Korea Electric Power,
               6.375%, 12-1-03                           482,500
   400,000   Province of Ontario Global
               Bonds, 7.625%, 6-22-04                    422,000
                                                      ----------
(Cost $1,456,123)                                      1,448,875
                                                      ----------

TEMPORARY CASH INVESTMENTS -- 7.7%

Repurchase Agreement (Goldman Sachs & Co., Inc.),
   5.30%, due 4-1-96; collateralized by $475,000
   par value U.S. Treasury Bonds, 11.62%,
   due 11-15-02 (Delivery value $610,269)                610,000
1,003,000 Units of Participation in Provident
   Institutional Funds (TempFund Portfolio)            1,003,000
                                                      ----------
(Cost $610,269)                                        1,613,000
                                                      ==========

TOTAL INVESTMENT SECURITIES-- 100.0%            $     21,051,789
(Cost $21,091,645)                                    ==========


NOTES TO SCHEDULES OF INVESTMENTS

FFCB = Federal Farm Credit Banks

FHLB = Federal Home Loan Banks

FHLMC = Federal Home Loan Mortgage Corporation

FNMA = Federal National Mortgage Association

GNMA = Government National Mortgage Association

LIBOR = London Interbank Offered Rate

MTN = Medium Term Note

SLMA = Student Loan Marketing Association

resets = The frequency with which a fixed-income security's coupon changes,
   based on current market conditions or an underlying index. The more
   frequently a security resets, the less risk the investor is taking that the
   coupon will vary significantly from current market rates.

VRN = Variable Rate Note, rates shown were effective at 3-31-96. Interest reset
   date is indicated and used in calculating the average weighted portfolio
   maturity.

*  The rates for U.S. Government Agency Discount Notes and commercial paper are 
   the yield to maturity at March 31, 1996. The rates for U.S. Government Agency
   securities and U.S. Treasury securities are the stated coupon rates.

** Remaining expected life is indicated and used for calculating the average
   weighted portfolio maturity.

+  Private placement securities exempt from registration under rule 144A of the
   Securities Act of 1933. These securities may only be resold in transactions
   exempt from registration, normally to qualified institutional investors. The
   aggregate value of these securities at March 31, 1996, was $13,468,652, which
   represented 10.1% of the net assets of Premium Capital Reserve.

++ This security has been downgraded by both Moody's and S&P, due to the
   bankruptcy filing of Orange County, California. The Board of Directors made
   the determination that it was not in the best interest of the Fund to dispose
   of this security. This security was originally due to mature on July 10,
   1995. The terms of this security were revised in 1995 to extend the maturity
   to June 30, 1996. The revised terms also included an increase in the
   security's interest rate and an interest payment schedule requiring partial
   payments of interest prior to June 30, 1996, with the remaining interest
   payments due at maturity. The market value of this security on March 31, 1996
   was $1,468,200.


See Notes to Financial Statements



                                       13


<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------
STATEMENTS OF ASSETS AND LIABILITIES

                                                     PREMIUM           PREMIUM          PREMIUM
                                                     GOVERNMENT        CAPITAL          MANAGED
     March 31, 1996                                  RESERVE           RESERVE          BOND
     -----------------------------------------------------------------------------------------------

     ASSETS
<S>                                                <C>              <C>              <C>        
     Investment securities, at value 
        (amortized cost for Government 
        Reserve and Capital Reserve; identified
        cost of $21,091,645 
        for Managed Bond)(Note 3)................  $26,611,183      $133,688,517     $21,051,789
     Cash........................................        4,151           515,538          32,551
     Receivable for investments sold.............           --              --           473,594
     Interest receivable.........................       71,566           275,657         318,164
                                                    ----------        ----------      ----------
                                                    26,686,900       134,479,712      21,876,098
                                                    ----------        ----------      ----------
     LIABILITIES

     Disbursements in excess of demand 
        deposit cash.............................      476,623           882,637              --
     Payable for investments purchased...........           --                --       1,579,584
     Payable for capital shares redeemed.........        1,038            86,315           2,393
     Accrued management fees (Note 2)............       10,606            50,816           7,255
     Dividends payable...........................        7,852            43,062           7,339
     Other liabilities...........................           17               217              10
                                                    ----------        ----------      ----------
                                                       496,136         1,063,047       1,596,581
                                                    ----------        ----------      ----------

     NET ASSETS APPLICABLE TO 
        OUTSTANDING SHARES.......................  $26,190,764      $133,416,665     $20,279,517
                                                    ==========        ==========      ==========
     CAPITAL SHARES, $.01 PAR VALUE
     Authorized..................................1,000,000,000     1,000,000,000     100,000,000
                                                    ==========        ==========      ==========

     Outstanding.................................   26,190,764       133,417,304       2,041,414
                                                    ==========        ==========      ==========
     NET ASSET VALUE PER SHARE...................   $     1.00        $     1.00      $     9.93
                                                    ==========        ==========      ==========

     NET ASSETS CONSIST OF:

     Capital (par value and paid-in surplus).....  $26,190,764      $133,417,323     $20,339,976
     Accumulated undistributed net realized
         (loss) from security transactions.......           --              (658)        (20,603)
     Net unrealized (depreciation) on
         investments (Note 3)....................           --                --         (39,856)
                                                    ----------        ----------      ----------
                                                   $26,190,764      $133,416,665     $20,279,517
                                                    ==========        ==========      ==========

     See Notes to Financial Statements
</TABLE>

 
                                       14
 

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------
STATEMENTS OF OPERATIONS


                                                     PREMIUM           PREMIUM          PREMIUM
                                                     GOVERNMENT        CAPITAL          MANAGED
     March 31, 1996                                  RESERVE           RESERVE          BOND
     -----------------------------------------------------------------------------------------------
<S>                                                <C>              <C>              <C>        
     INVESTMENT INCOME
     Interest income.............................  $ 1,223,656      $  8,305,914     $ 1,037,250
                                                    ----------        ----------      ----------
     Expenses:
     Management fees (Note 2)....................       93,671           626,948          68,907
     Directors' fees and expenses................          272             1,835             197
                                                    ----------        ----------      ----------
                                                        93,943           628,783          69,104
                                                    ----------        ----------      ----------

     NET INVESTMENT INCOME.......................    1,129,713         7,677,131         968,146
                                                    ----------        ----------      ----------

     REALIZED AND UNREALIZED GAINON INVESTMENTS (Note 3)
     Net realized gainon investments.............           --             1,221         164,018
     Change in net unrealized gain on investments           --                --         261,690
                                                    ----------        ----------      ----------

     NET GAIN ON INVESTMENTS.....................           --             1,221         425,708
                                                    ----------        ----------      ----------

     NET INCREASE IN NET ASSETS 
        RESULTING FROM OPERATIONS................   $1,129,713        $7,678,352      $1,393,854
                                                    ==========        ==========      ==========

     See Notes to Financial Statements
</TABLE>


                                       15


<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------
STATEMENTS OF CHANGES IN NET ASSETS

                                                                            PREMIUM
Years Ended March 31, 1996                                                 GOVERNMENT
and March 31, 1995                                                          RESERVE
- -----------------------------------------------------------------------------------------------
   
                                                                     1996               1995
INCREASE (DECREASE) IN NET ASSETS
OPERATIONS
<S>                                                              <C>                  <C>     
     Net investment income....................................   $ 1,129,713          $450,343
     Net realized gain (loss) on investments..................            --                --
     Change in net unrealized appreciation on investments.....            --                --
                                                                  ----------        ----------
     Net increase in net assets resulting from operations.....     1,129,713           450,343
                                                                  ----------        ----------
DISTRIBUTIONS TO SHAREHOLDERS
     From net investment income...............................    (1,129,713)         (450,343)
                                                                  ----------        ----------

CAPITAL SHARE TRANSACTIONS
     Proceeds from shares sold................................    39,673,000        21,734,495
     Proceeds from reinvestment of distributions..............     1,068,845           439,332
     Payments for shares redeemed.............................   (30,931,876)      (11,251,555)
                                                                  ----------        ----------

     Net increase (decrease) in net assets from
          capital share transactions..........................     9,809,969        10,922,272
                                                                  ----------        ----------
NET INCREASE (DECREASE) IN NET ASSETS.........................     9,809,969        10,922,272

NET ASSETS
     Beginning of year........................................    16,380,795         5,458,523
                                                                  ----------        ----------
     End of year..............................................   $26,190,764       $16,380,795
                                                                  ==========        ==========           

TRANSACTIONS IN SHARES OF THE FUNDS:
     Sold.....................................................    39,673,000        21,734,495
     Issued in reinvestment of distributions..................     1,068,845           439,332
     Redeemed.................................................   (30,931,876)      (11,251,555)
                                                                  ----------        ----------  
     Net increase (decrease)..................................     9,809,969        10,922,272
                                                                  ==========        ==========

     See Notes to Financial Statements
</TABLE>


                                       16


             
             
<TABLE>
<CAPTION>
                                                                                  PREMIUM                         PREMIUM          
Years Ended March 31, 1996                                                        CAPITAL                         MANAGED           
and March 31, 1995                                                                RESERVE                         BOND              
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                    
INCREASE (DECREASE) IN NET ASSETS                                           1996            1995            1996           1995     
OPERATIONS                                                                                                                          
<S>                                                                      <C>             <C>            <C>             <C>         
     Net investment income....................................           $7,677,131      $2,672,163       $968,146       $538,013   
     Net realized gain (loss) on investments..................                1,221          (1,879)       164,018       (105,993)  
     Change in net unrealized appreciation on investments.....                   --              --        261,690         12,200   
                                                                         ----------      ----------     ----------      ----------  
     Net increase in net assets resulting from operations.....            7,678,352       2,670,284      1,393,854         444,220  
                                                                         ----------      ----------     ----------      ----------  
DISTRIBUTIONS TO SHAREHOLDERS
     From net investment income...............................           (7,677,131)     (2,672,163)      (968,146)       (538,013) 
                                                                         ----------      ----------     ----------      ----------  
CAPITAL SHARE TRANSACTIO
     Proceeds from shares sold................................          299,774,625     151,700,499     14,360,300       4,647,560  
     Proceeds from reinvestment of distributions..............            7,350,635       2,620,638        949,722         540,493  
     Payments for shares redeemed.............................         (312,138,031)    (54,713,857)    (5,790,446)     (2,839,612)
                                                                         ----------      ----------     ----------      ----------
     Net increase (decrease) in net assets from                                                                                     
          capital share transactions..........................           (5,012,771)     99,607,280      9,519,576       2,348,441  
                                                                         ----------      ----------     ----------      ----------  
NET INCREASE (DECREASE) IN NET ASSETS.........................           (5,011,550)     99,605,401      9,945,284       2,254,648 
                                                                                                                                    
NET ASSETS                                                                 
     Beginning of year........................................          138,428,215      38,822,814     10,334,233       8,079,585  
                                                                         ----------      ----------     ----------      ----------  
     End of year..............................................         $133,416,665   $ 138,428,215   $ 20,279,517    $ 10,334,233 
                                                                         ==========      ==========     ==========      ========== 
TRANSACTIONS IN SHARES OF THE FUNDS:                                     
     Sold.....................................................          299,774,625     151,700,499      1,428,902         500,181  
     Issued in reinvestment of distributions..................            7,350,635       2,620,638         94,806          57,827  
     Redeemed.................................................         (312,138,050)    (54,713,857)      (574,171)       (304,557) 
                                                                         ----------      ----------     ----------      ---------- 
     Net increase (decrease)..................................           (5,012,790)     99,607,280        949,537         253,451 
                                                                         ==========      ==========     ==========      ========== 
                                                                        
See Notes to Financial Statements
</TABLE>
                                                                        
                                                                       
                                       17


- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS March 31, 1996


1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


Organization--

     Twentieth Century Premium Reserves, Inc. (the Corporation) was organized as
a Maryland corporation on January 7, 1993, and is registered under the
Investment Company Act of 1940, as amended, as an open-end diversified
management investment company. Three series of shares are currently issued which
invest primarily in fixed income securities: Premium Government Reserve, Premium
Capital Reserve and Premium Managed Bond (the Funds). The following significant
accounting policies are in accordance with accounting policies generally
accepted in the industry.

Security Valuations--

     Securities held by Premium Managed Bond are valued through valuations
obtained from a commercial pricing service or at the mean of the bid and asked
prices. When valuations are not readily available, securities are valued at fair
value as determined in good faith by the board of directors. The securities held
by Premium Capital Reserve and Premium Government Reserve are valued at
amortized cost which approximates current value.

Security Transactions--

     Security transactions are accounted for on the date purchased or sold. Net
realized gains and losses are determined on the identified cost basis, which is
also used for federal income tax purposes.

Investment Income--

     Interest income is recorded on the accrual basis and includes amortization
of premiums and discounts.

Repurchase Agreements--

     Securities pledged as collateral for repurchase agreements are held by the
Federal Reserve Bank and are designated as being held on the Funds' behalf by
its custodian under a book-entry system. The Funds monitor the adequacy of the
collateral daily and can require the seller to provide additional collateral in
the event the market value of the securities pledged falls below the carrying
value of the repurchase agreement.

Income Tax Status--

     It is the Funds' policy to distribute all their taxable income and capital
gains to its shareholders and to otherwise qualify as a regulated investment
company under provisions of the Internal Revenue Code. Accordingly, no provision
has been made for federal income taxes.

Distributions to Shareholders--

     Premium Capital Reserve and Premium Government Reserve declare dividends
daily from total net investment income which are distributed monthly. Net
investment income dividends from Premium Managed Bond are declared daily and
distributed monthly. Premium Capital Reserve and Premium Government Reserve do
not expect to realize any long-term capital gains, and accordingly, do not
expect to make any capital gain distributions. Net realized gains in excess of
available capital loss carryovers will be distributed each December to
shareholders of Premium Managed Bond. At March 31, 1996, Premium Managed Bond
has an accumulated net realized capital loss carryover of $11,160 (expiring in
2003) which 



                                       18


- --------------------------------------------------------------------------------

may be used to offset future taxable capital gains.

     The character of distributions made during the year from net investment
income or net realized gains may differ from their ultimate characterization for
federal income tax purposes due to differences in the recognition of income and
expense items for financial statement and tax purposes.

Supplementary Information--

     Certain officers and directors of the Corporation are also officers and/or
directors, and, as a group, controlling stockholders of Twentieth Century
Companies, Inc., the parent of the Corporation's investment manager, Investors
Research Corporation (IRC).

2. MANAGEMENT AGREEMENT AND OTHER TRANSACTIONS WITH AFFILIATES

     The Management Agreement with IRC provides for a monthly management fee
computed by multiplying the applicable fee for each Fund by the average daily
closing value of such Fund's net assets during the previous month. The Agreement
further provides that all expenses of the Corporation, except brokerage
commissions, taxes, interest, expenses of those directors not considered
"interested directors" as defined in the Investment Company Act of 1940
(including counsel fees) and extraordinary expenses, will be paid by IRC. The
Agreement may be terminated by either party upon 60 days' notice. The current
annual management fee for each Fund is .45%.

3. INVESTMENT TRANSACTIONS

     Premium Managed Bond had purchases and sales (excluding short-term
securities) for the year ended March 31, 1996, of $11,722,989 and $8,461,915,
respectively, for U.S. government obligations;* purchases and sales of corporate
obligations were $11,599,057 and $5,345,741, respectively.

     As of March 31, 1996, the aggregate cost of investments for federal income
tax purposes for Premium Managed Bond was $21,101,089. The composition of
unrealized appreciation and (depreciation) of investment securities based on the
federal tax cost was $209,161 and $258,461, respectively. Net unrealized
depreciation based on cost for federal income tax purposes was $49,300.



                                       19

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS (For a Share Outstanding Throughout the Period)

                                             INCOME FROM
                                          INVESTMENT OPERATIONS                     DISTRIBUTIONS
                           ------------------------------------------------   -------------------------
                                                 Net Realized                              
                                                     and                                   
                           Net Asset              Unrealized       Total      Dividends                   Net Asset
                             Value,      Net        Gains           from      from Net                      Value,
                           Beginning  Investment  (Losses) on    Investment   Investment      Total         End of
                           of Period    Income    Securities     Operations   Income      Distributions     Period
PREMIUM GOVERNMENT RESERVE
     Year Ended March 31,
     <S>                     <C>        <C>      <C>               <C>        <C>           <C>             <C>  
     1994                    $1.00      $.027        --            $.027      $(.027)       $(.027)         $1.00
     1995                     1.00       .045        --             .045       (.045)        (.045)          1.00
     1996                     1.00       .053        --             .053       (.053)        (.053)          1.00
PREMIUM CAPITAL RESERVE
     Year Ended March 31,
     1994                    $1.00      $.028        --            $.028      $(.028)       $(.028)         $1.00
     1995                     1.00       .046        --             .046       (.046)        (.046)          1.00
     1996                     1.00       .054        --             .054       (.054)        (.054)          1.00
PREMIUM MANAGED BOND
     Year Ended March 31,
     1994                   $10.00      $.462    $(.360)          $ .102      $(.462)       $(.462)         $9.64
     1995                     9.64       .588     (.180)            .408       (.588)        (.588)          9.46
     1996                     9.46       .607      .470            1.077       (.607)        (.607)          9.93

                                                                                                           (table continued below) 

                                                 RATIOS/SUPPLEMENTAL DATA
                                    ---------------------------------------------------     
(table continued)                   Ratio of      Ratio of Net
                                    Operating     Investment                    Net
                                    Expenses      Income to     Portfolio     Assets,
                           Total    to Average     Average      Turnover       End of
                           Return   Net Assets    Net Assets      Rate         Period
PREMIUM GOVERNMENT RESERVE
     Year Ended March 31,
     1994                  2.75%      .45%          2.72%          --       $ 5,458,523
     1995                  4.62%      .45%          4.84%          --        16,380,795
     1996                  5.49%      .44%          5.30%          --        26,190,764
PREMIUM CAPITAL RESERVE
     Year Ended March 31,
     1994                  2.81%      .45%          2.83%          --      $ 38,822,814
     1995                  4.66%      .45%          4.76%          --       138,428,215
     1996                  5.58%      .45%          5.50%          --       133,416,665
PREMIUM MANAGED BOND
     Year Ended March 31,
     1994                   .92%      .45%          4.65%         144%      $ 8,079,585
     1995                  4.48%      .45%          6.30%          51%       10,334,233
     1996                 11.53%      .43%          6.08%          92%       20,279,517

See Notes to Financial Statements
</TABLE>


                                       20


- --------------------------------------------------------------------------------
REPORT OF INDEPENDENT AUDITORS

The Shareholders and Board of Directors
Twentieth Century Premium Reserves, Inc.


     We have audited the accompanying statements of assets and liabilities of
Twentieth Century Premium Reserves, Inc. (comprised of the Premium Government
Reserve, Premium Capital Reserve and Premium Managed Bond portfolios) (the
Funds), including the schedules of investments, as of March 31, 1996, and the
related statements of operations for the year then ended and statements of
changes in net assets for each of the two years then ended and the financial
highlights for each of the three years then ended. These financial statements
and financial highlights are the responsibility of the Funds' 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 the financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements.

     Our procedures included confirmation of securities owned as of March 31,
1996, by correspondency with the custodian. As to securities relating to
uncompleted transactions, we performed other audit procedures. 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
each of the respective Funds comprising Twentieth Century Premium Reserves, Inc.
at March 31, 1996, and the results of their operations, changes in their net
assets, and the financial highlights for the periods indicated above, in
conformity with generally accepted accounting principles.


                                               /s/Ernst & Young LLP

Kansas City, Missouri
April 26, 1996


                                       21



TWENTIETH CENTURY PREMIUM RESERVES, INC.                TWENTIETH CENTURY
                                                         Premium Reserves
Investment Manager
INVESTORS RESEARCH CORPORATION                            Annual Report
Kansas City, Missouri
                                                          March 31, 1996
This report and the financial
statements it contains are 
submitted for the general 
information of our shareholders. 
The report is not authorized for
distribution to prospective investors 
unless preceded or accompanied 
by an effective prospectus.


     [company logo]
     Investments That Work (TM)
- ----------------------------------------------
     P.O. Box 419200
     Kansas City, Missouri
     64141-6200
- ----------------------------------------------
     Person-to-person assistance:
     1-800-345-2021 or 816-531-5575
- ----------------------------------------------
     Automated information line:
     1-800-345-8765
- ----------------------------------------------
     Telecommunications Device for the Deaf:
     1-800-634-4113 or 816-753-1865
- ----------------------------------------------
     Fax:  816-340-7962
- ----------------------------------------------

                                                         [company logo]
================================================================================
- --------------------------------------------------------------------------------
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     Twentieth Century Services, Inc.
     Twentieth Century Securities, Inc.




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