PRINCIPAL SPECIAL MARKETS FUND INC
N-30B-2, 1996-02-13
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A MESSAGE FROM THE PRESIDENT

Dear Shareholder

Securities  markets  rebounded  in 1995,  and  typically  finished the year with
returns far above those of 1994.  Shareholders of the Principal  Special Markets
Fund    benefited    from    these    strong    markets.    The    Fund's    two
portfolios--Mortgage-Backed  Securities  Portfolio and International  Securities
Portfolio--posted  double-digit returns for the one-year period ending 12/31/95.
The Funds returned 19.26% and 12.02%, respectively.

Marty Schafer--Mortgage-Backed Securities Portfolio
"Though  rates did not fall as much in 1995 as they rose in 1994, it was a still
a favorable year for  fixed-income  securities.  U.S.  Treasury  securities with
maturities between three and ten years rallied anywhere from 225 basis points to
as many as 260 basis points. The drop in interest rates combined with the Fund's
controlled  duration,  contributed to superior investment results. At this time,
mortgage-backed  security spreads seem priced for higher volatility coupled with
the possibility of increasing prepayments. Looking forward, we will maintain our
disciplined  investment  approach in hopes of  producing  good  long-term  total
returns."

Scott Opsal--International Securities Portfolio
"International stock markets performed fairly well in 1995, but their gains were
overshadowed by the spectacular run in U.S.  equities.  Europe was the strongest
international  region, as it was up over 20% for the year. Japanese markets were
essentially  flat and the category of emerging markets lost 7% lead by a drop in
Latin America of 15%. Last year, markets which offered good economic  investment
values beat overpriced  markets almost across the board.  Entering 1996,  Europe
continues to command most of our  attention due to ongoing  economic  growth and
falling interest rates. Asia appears fairly valued, and thus is not able to bite
into our European  weighting.  At this time we view Mexico as too unpredictable,
so our  interest  in this area  remains  light.  Though  Japan  did  reach  more
reasonable  levels  during the past year,  it  rebounded so quickly and strongly
that investment there currently looks uninteresting to us."

We hope you find this Annual Report informative. We look forward to another fine
year in 1996.  Please feel free to contact us at (800)  521-1502 if you have any
questions.

Sincerely,



Stephan L. Jones
President


<PAGE>
INDEX TO REPORT FOR
PRINCIPAL SPECIAL MARKETS FUND, INC.



                                                                            Page
Statements of Assets and Liabilities......................................    2
Statements of Operations .................................................    3
Statements of Changes in Net Assets.......................................    4
Notes to Financial Statements.............................................    5
Schedules of Investments .................................................    8
Financial Highlights......................................................   12
Report of Independent Auditors............................................   13
Federal Income Tax Information............................................   14




<PAGE>
<TABLE>
<CAPTION>
December 31, 1995

STATEMENTS OF ASSETS AND LIABILITIES

PRINCIPAL  SPECIAL MARKETS FUND, INC.

                                                                                International                 Mortgage-Backed 
                                                                                  Securities                    Securities
                                                                                  Portfolio                      Portfolio

     
<S>                                                                               <C>                          <C>
    Assets
    Investment in securities -- at value (cost -- $15,474,733
       and $14,116,194, respectively) (Note 4).......................             $17,288,230                  $14,243,770
    Cash.............................................................                  13,456                      235,170
    Dividends and interest receivable................................                  45,869                       84,644
    Other assets.....................................................                     111                          128

                                                        Total Assets               17,347,666                   14,563,712


    Liabilities
    Accrued expenses.................................................                  27,136                       18,817
    Payables:
       Dividends to shareholders.....................................                 --                            21,847
       Investment securities purchased...............................                  69,396                       --

                                                   Total Liabilities                   96,532                       40,664


    Net Assets Applicable to Outstanding Shares     .................             $17,251,134                  $14,523,048




    Capital Stock (par value: $.01 a share)
    Shares authorized................................................             100,000,000                  100,000,000
    Shares issued and outstanding....................................               1,474,162                    1,427,438

    Net Asset Value Per Share   .....................................                  $11.70                       $10.17




    Net Assets Consist of:
    Capital Stock....................................................           $     14,742               $        14,274
    Additional paid-in capital.......................................              15,225,941                   15,456,231
    Accumulated overdistributed net investment income................                 (97,960)                     --
    Accumulated undistributed net realized gain (loss) from:
       Investment transactions.......................................                 297,589                   (1,075,033)
       Foreign currency transactions.................................                  (3,282)                      --
    Net unrealized appreciation of investments.......................               1,813,497                      127,576
    Net unrealized appreciation on translation of assets and
       liabilities in foreign currencies.............................                     607                       --

                                                    Total Net Assets              $17,251,134                  $14,523,048

<FN>


   See accompanying notes.
</FN>
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

  Year Ended December 31, 1995

  STATEMENTS OF OPERATIONS

  PRINCIPAL  SPECIAL MARKETS FUND, INC.

                                                                                International                 Mortgage-Backed  
                                                                                  Securities                    Securities
                                                                                  Portfolio                      Portfolio


<S>                                                                              <C>                           <C>
    Net Investment Income
    Income:
       Dividends.....................................................            $   446,386                   $    --
       Less: Withholding tax on foreign dividends....................                (52,376)                       --
       Interest......................................................                 42,252                       970,720

                                                       Total Income                  436,262                       970,720
    Expenses:
       Management and investment advisory fees (Note 3)    ..........                146,209                        61,455

                                                Net Investment Income                290,053                       909,265

    Net Realized and Unrealized Gain (Loss) on Investments
    and Foreign Currency
    Net realized gain (loss) from:
       Investment transactions.......................................                962,249                      (299,517)
       Foreign currency transactions.................................                 (3,282)                       --
    Net increase in unrealized appreciation/ depreciation on:
       Investments...................................................                620,454                     1,764,884
       Translation of assets and liabilities in foreign currencies...                     34                        --



                                Net Realized and Unrealized Gain on
                                   Investments and Foreign Currency                1,579,455                     1,465,367


                                          Net Increase in Net Assets
                                           Resulting from Operations              $1,869,508                   $2,374,632

<FN>
   See accompanying notes.
</FN>
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Years Ended December 31

STATEMENTS OF CHANGES IN NET ASSETS

PRINCIPAL SPECIAL MARKETS FUND, INC.

                                                                                 International                Mortgage-Backed
                                                                                  Securities                    Securities
                                                                                   Portfolio                     Portfolio



                                                                                 1995         1994             1995           1994
<S>                                                                             <C>          <C>           <C>          <C>
    Operations
    Net investment income............................................           $  290,053   $   153,520  $   909,265   $ 1,497,893
    Net realized gain (loss) from investment transactions............              962,249     1,155,739     (299,517)     (775,513)
    Net realized (loss) from foreign currency transactions...........               (3,282)      (61,574)     --            --
    Net increase (decrease) in unrealized appreciation/depreciation
       on investments and translation of assets and liabilities in
       foreign currencies............................................              620,488    (2,325,292)    1,764,884   (1,838,174)

                               Net Increase (Decrease) in Net Assets
                                           Resulting from Operations             1,869,508    (1,077,607)    2,374,632   (1,115,794)



    Dividends and Distributions to Shareholders
    From net investment income.......................................             (142,902)     (153,520)    (909,265)   (1,497,893)
    Excess distribution of net investment income (Note 1)............              (97,960)     (174,931)      --         --
    From net realized gain on investments and
       foreign currency transactions.................................           (1,015,198)     (680,385)     --          --

                                                                                (1,256,060)   (1,008,836)    (909,265)   (1,497,893)

    Capital Share Transactions (Note 5)
    Shares sold .....................................................              100,000       --           --          2,500,000
    Shares issued in reinvestment of dividends
       and distributions.............................................              996,091       790,090      739,171     1,168,333
    Shares redeemed  ................................................              --            --         (2,395,23)  (10,649,933)
   
                          Net Increase (Decrease) in Net Assets from
                                          Capital Share Transactions             1,096,091       790,090    (1,656,064)  (6,981,600)

                                           Total Increase (Decrease)             1,709,539    (1,296,353)     (190,697)  (9,595,287)



    Net Assets
    Beginning of period..............................................            15,541,595   16,837,948    14,713,745   24,309,032

    End of period (including overdistributed net
       investment income as set forth below).........................           $17,251,134  $15,541,595   $14,523,048  $14,713,745



    Overdistributed Net Investment Income     ................                  $   (97,960) $  (114,791)  $ --         $ --

<FN>
     See accompanying notes.
</FN>
</TABLE>
<PAGE>
NOTES TO FINANCIAL STATEMENTS
PRINCIPAL SPECIAL MARKETS FUND, INC.

Note 1 -- Significant Accounting Policies

Principal  Special  Markets  Fund,  Inc.  (the "Fund") is  registered  under the
Investment  Company  Act  of  1940,  as  amended,  as  an  open-end  diversified
management investment company and operates in the mutual fund industry. The Fund
currently consists of two portfolios (known as the International  Securities and
Mortgage-Backed Securities Portfolios).

The Fund values  securities for which market quotations are readily available at
market value,  which is determined  using the last reported sale price or, if no
sales  are  reported,  as is  regularly  the  case for  some  securities  traded
over-the-counter,  the last reported bid price.  When reliable market quotations
are not considered to be readily available,  which may be the case, for example,
with respect to certain debt  securities and preferred  stocks,  the investments
are valued by using  market  quotations,  prices  provided  by market  makers or
estimates of market values  obtained from yield data and other factors  relating
to instruments or securities  with similar  characteristics  in accordance  with
procedures  established  in  good  faith  by  the  Fund's  Board  of  Directors.
Securities with remaining  maturities of 60 days or less are valued at amortized
cost, which approximates market.

With respect to the  International  Securities  Portfolio,  the value of foreign
securities  in foreign  currency  amounts is  expressed  in U.S.  dollars at the
closing daily rate of exchange. The identified cost of the portfolio holdings is
translated at approximate  rates  prevailing  when acquired.  Income and expense
amounts are translated at approximate  rates  prevailing  when received or paid,
with daily accruals of such amounts reported at approximate  rates prevailing at
the date of valuation.

Since  the  carrying  amount  of the  foreign  securities  of the  International
Securities  Portfolio is determined based on the exchange rate and market values
at the close of the period, it is not practicable to isolate that portion of the
results of  operations  arising as a result of changes in the  foreign  exchange
rates  from the  fluctuations  arising  from  changes  in the  market  prices of
securities during the period.

The Fund records investment transactions generally one day after the trade date.
The identified  cost basis has been used in determining the net realized gain or
loss from investment transactions and unrealized appreciation or depreciation of
investments.  Dividends  are taken  into  income on an  accrual  basis as of the
ex-dividend date and interest income is recognized on an accrual basis.

Reported  net  realized  foreign  exchange  gains or losses  arise from sales of
foreign  currencies,  currency  gains or losses  realized  between the trade and
settlement  dates on securities  transactions,  and the  difference  between the
amount of dividends and foreign  withholding  taxes recorded on the  portfolio's
books and the U.S. dollar  equivalent of the amounts actually  received or paid.
Net unrealized foreign exchange gains and losses arise from changes in the value
of assets and  liabilities  other than  investments in securities at fiscal year
end, resulting from changes in the exchange rate.

With respect to the  Mortgage-Backed  Securities  Portfolio,  all net investment
income is declared as a dividend daily to shareholders of record as of that day,
and all  distributions  of  realized  gains  from  investment  transactions  are
recorded on the ex-dividend date. Dividends and distributions to shareholders of
the International Securities Portfolio are recorded on the ex-dividend date.

Dividends and  distributions to shareholders  from net investment income and net
realized gain from investment and foreign currency transactions is determined in
accordance with federal income tax regulations,  which may differ from generally
accepted accounting  principles.  To the extent these "book/tax" differences are
permanent in nature (i.e. that they result from other than timing of recognition
- - "temporary"),  such amounts are reclassified within the capital accounts based
on their  federal  tax-basis  treatment;  temporary  differences  do not require
reclassification.  Reclassifications  made for the years ended December 31, 1995
and 1994 were not material.

Due to the timing of dividend  distributions  and the  differences in accounting
for income and realized  gains  (losses)  for  financial  statement  and federal
income tax purposes, the fiscal year in which amounts are distributed may differ
from the year in which the income and realized  gains  (losses) are recorded for
financial  statement  purposes by the  portfolio.  The  differences  between the
income  and gains  distributed  on a book  versus  tax basis are shown as excess
distributions  of net investment  income and net realized gain on investments in
the accompanying Statements of Changes in Net Assets.

The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect  the  reported  amounts  of assets  and  liabilities  and  disclosure  of
contingent  assets and  liabilities at the date of the financial  statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.

Note 2 -- Federal Income Taxes

No provision for federal income taxes is considered  necessary  because the Fund
is qualified as a "regulated investment company" under the Internal Revenue Code
and intends to distribute  each year,  substantially  all of its net  investment
income and realized capital gains to  shareholders.  The cost of investments for
federal  income tax  reporting  purposes is  approximately  the same as that for
financial reporting purposes.

At December 31,  1995,  Principal  Special  Markets  Mortgage-Backed  Securities
Portfolio  had a net  capital  loss  carryforward  of  approximately  $1,075,000
expiring in 2002 and 2003.

Note 3 -- Management Agreement and Transactions With Affiliates

The Fund has agreed to pay investment  advisory and  management  fees to Princor
Management  Corporation (wholly owned by Princor Financial Services Corporation,
a subsidiary of Principal Mutual Life Insurance  Company) (the "Manager") and to
Invista  Capital  Management,   Inc.   ("Invista"),   an  indirect  wholly-owned
subsidiary  of  Principal   Mutual  Life  Insurance   Company,   pursuant  to  a
sub-advisory  agreement.  Invista  has agreed to assume the  obligations  of the
Manager to provide  investment  advisory services for the Fund in return for the
advisory fee paid by the Fund and to  reimburse  the Manager for the other costs
it  incurs  under  the  management  agreement.  The  annual  rate  used  in this
calculation for the International  Securities  Portfolio and the Mortgage-Backed
Securities Portfolio is .90% and .45%, respectively,  of the average daily value
of each portfolio's net assets.

Brokerage commissions were paid to an affiliate by the International  Securities
Portfolio in the amount of $2,888  during the year ended  December 31, 1995.  No
brokerage commissions were paid to this affiliate during the year ended December
31, 1994.

At December 31, 1995,  Principal  Mutual Life Insurance  Company owned shares of
the Fund's portfolios as follows:

   International Securities Portfolio              1,163,843
   Mortgage-Backed Securities Portfolio            1,180,567

 Note 4 -- Investment Transactions

For the  year  ended  December  31,  1995,  the  cost of  investment  securities
purchased and proceeds from investment securities sold (not including short-term
investments and U.S. government securities) by the Fund were as follows:

                                                Purchases            Sales

     International Securities Portfolio         $7,199,936        $7,245,885
     Mortgage-Backed Securities Portfolio          948,531           302,720

At December 31, 1995, net unrealized appreciation of investments by the Fund was
composed of the following:
                                                                 Net Unrealized
                                  Gross Unrealized                Appreciation
                            Appreciation     (Depreciation)     of Investments

International 
  Securities Portfolio      $3,112,559        $(1,299,062)         $1,813,497
Mortgage-Backed 
  Securities Portfolio       200,793            (73,217)              127,576

At December 31, 1995,  Principal  Special  Markets  Fund,  Inc. -  International
Securities   Portfolio   held  the  following   securities   which  may  require
registration under the Securities Act of 1933 or an exemption therefrom in order
to effect a sale in the ordinary course of business.

                                                      Value at       Value as a
                                 Date of            December 31,   Percentage of
     Security Description      Acquisition   Cost       1995         Net Assets

 Alfa SA; Convertible
      Subordinated Debentures    9/26/95   $199,250   $196,000          1.14%
 Royal Plastics Group           11/23/94     58,057    102,816           .59%
 Voest-Alpine Stahl             10/27/95    103,583     97,574           .56%

                                                       396,390          2.29%

The Mortgage-Backed Securities Portfolio's investments are with various issuers;
while the  International  Securities  Portfolio's  investments  are with various
issuers in various  industries.  The Schedules of Investments  contained  herein
summarize  the  concentration  of  credit  risk for  Mortgage-Backed  Securities
Portfolio by issuers and International Securities Portfolio by country, industry
and issuer.

Note 5 -- Capital Share Transactions

Transactions in Capital Stock by portfolio were as follows:

                                         International        Mortgage-Backed
                                     Securities Portfolio  Securities Portfolio

Year Ended December 31, 1995:
Shares sold   ......................      9,107                    --
Shares issued in reinvestment of
   dividends and distributions .....     88,579                   75,504
Shares redeemed   ..................      --                    (262,636)

           Net Increase (Decrease)       97,686                 (187,132)


Year Ended December 31, 1994:
Shares sold   ......................      --                     246,548
Shares issued in reinvestment of
   dividends and distributions .....     67,888                  123,599
Shares redeemed   ..................      --                  (1,161,754)

           Net Increase (Decrease)       67,888                 (791,607)


Note 6 -- Line of Credit

The Fund has an unsecured line of credit with a bank which allows each portfolio
to borrow up to $500,000.  Borrowings are made solely to facilitate the handling
of unusual  and/or  unanticipated  short-term  cash  requirements.  Interest  is
charged  to each  portfolio,  based on its  borrowings,  at a rate  equal to the
bank's  Fed  Funds  Unsecured  Rate  plus  100  basis  points.  Additionally,  a
commitment  fee is charged at the annual rate of .25% on the line of credit.  At
December  31, 1995,  the Fund had no  outstanding  borrowings  under the line of
credit.


<PAGE>
December 31, 1995
SCHEDULES OF INVESTMENTS


PRINCIPAL SPECIAL MARKETS FUND, INC.
International Securities Portfolio

                                       Shares
                                        Held           Value

Common Stocks (96.50%)


AUSTRALIA (4.92%)

Commercial Banks  (2.47%)
   National Australia Bank, Ltd.      47,255    $      425,332

Crude Petroleum & Natural 
Gas (0.58%)
   Ampolex Ltd.                       45,600(a)         99,726

Gas Production & 
Distribution  (0.91%)
   Australia Gas & Light              42,000           157,774

Miscellaneous Food & Kindred
 Products (0.96%)
   Burns, Philp & Co., Ltd.           73,998           165,684

                                                       848,516
AUSTRIA (2.31%)

Blast Furnace & Basic Steel
Products (0.56%)
   Voest - Alpine Stahl                3,400(b)         97,574

Gas Production & Distribution (1.16%)
   Omv AG                              2,300           199,846

Railroad Equipment (0.59%)
   Vae AG                              1,200           101,288

                                                       398,708
CANADA  (1.03%)

Coal Mining Services (0.44%)
   Morgan Hydrocarbons, Inc.          25,000(a)         76,072

Miscellaneous Plastics Products,
NEC (0.59%)
   Royal Plastics Group                7,100(a)(b)     102,816

                                                       178,888
CHILE (0.62%)

Telephone Communication (0.62%)
   Compania De
     Telecomunicaciones ADR            1,300           107,738

DENMARK (0.92%)

Telephone Communication  (0.92%)
   Tele Danmark B                      2,900           158,559

FINLAND (4.15%)

Forest Products (0.43%)
   Metsa-Serla                         2,400            74,067

Miscellaneous Wood Products (0.63%)
   Enso-Gutzeit                       16,300           108,867

Pulp Mills (1.23%)
   Kymmene                             8,000           211,884

Sugar & Confectionary 
Products (0.67%)
   Huhtamake I Free                    4,800           116,075

Telephone Communication (1.19%)
   Nokia Corp.  Class A ADR            5,300           206,037

                                                       716,930
FRANCE (2.03%)

Drugs (2.03%)
   Roussel-Uclaf                       2,060           349,625

GERMANY (4.27%)

Flat Glass (0.37%)
   Weru AG                               180            63,510

Industrial Inorganic 
Chemicals (1.85%)
   Bayer AG                            1,200           319,267

Miscellaneous Chemical 
Products (2.05%)
   Hoechst  AG                         1,300           354,229

                                                       737,006
GREECE (0.51%)

Central Reserve Depositories (0.51%)              
   Ergo Bank                           2,200            87,834

HONG  KONG (5.17%)

Communications Equipment (0.29%)                                     
   ABC Communications Holdings Ltd.  278,000            50,337

Electric Services (0.54%)
   CEP-A Consolidated Electric
     Power-Asia                       51,200            93,037

Electronic Components
& Accessories (0.50%)
   Varitronix                         47,000            87,229

Holding Offices (1.09%)
   First Pacific Co., Ltd.           168,893           187,854

Miscellaneous Textile Goods (0.44%)
   Espirit Asia                      220,000            75,402

Office Furniture (0.55%)
   Lamex Holdings                    382,000            94,364

Personal Credit Institutions (0.65%)
   Manhattan Card Co.                263,000           112,249

Security Brokers & Dealers (1.11%)
   Peregrine Investment Holdings     148,000           191,414

                                                       891,886

INDIA (0.78%)

Coppor Ores (0.78%)
   Reliance Industries                 9,600(a)        134,400


INDONESIA (1.34%)

Broadwoven Fabric Mills, 
Cotton (0.51%)
   Roda Vivatex                      150,000            88,566

Miscellaneous Furniture
& Fixtures (0.28%)
   PT Surya Toto                      22,200            48,547

Pulp Mills (0.55%)
   Asia Pacific Resources             20,000(a)         95,000

                                                       232,113
ITALY (2.87%)

Metalworking Machinery (0.19%)
   Danieli & Co.-DR                   12,400           33,6110

Telephone Communication (2.68%)
   Telecom Italia-DI                 203,000           248,504
   Telecom Italia Mobile             203,000(a)        213,698
                                                       462,202

                                                       495,812         
JAPAN (1.03%)

Computer & Office Equipment (0.21%)
   Canon, Inc.                         2,000            36,258

Electronic Components
& Accessories (0.43%)
   Murata Mfg.                         2,000            73,678

Engines & Turbines (0.39%)
   Mabuchi Motor                       1,100            68,462

                                                       178,398         
KOREA (2.06%)

Concrete Work (0.60%)
   Hanil Cemet                         1,800           104,418

Construction & Related 
Machinery (0.56%)
   Keumkang                            1,300            97,032

Electric Services (0.90%)
   Korea Electric Power Corp.          3,900           154,849

                                                       356,299         
MALAYSIA (0.55%)

Holding Offices (0.55%)
   C. I. Holdings                     27,000            95,711

MEXICO (1.88%)

Aircraft & Parts (0.19%)
   Cemex SA NPV                        9,928            32,987

Cement, Hydraulic (0.47%)
   Apasco SA                          20,000            81,897

Commercial Banks (0.24%)
   Groupo Financiero Bancomer 
     Series B                        141,000(a)         39,712
   Groupo Financiero Bancomer 
     Series L                          5,222(a)          1,342

                                                        41,054
Department Stores (0.18%)
   Sears Roebuck De Mexico SA         13,200(a)         30,804

Miscellaneous Food Kindred
 Products (0.06%)
   Grupo Herdez SA                    45,000(a)          9,812

Telephone Communication (0.74%)
   Telefonos De Mexico SA ADR          4,000           127,500

                                                       324,054
NETHERLANDS (14.53%)

Beer, Wine, & Distilled 
Beverages (0.55%)
   Heineken Holdings                     575            94,339

Commercial Banks (2.05%)
   ABN - Amro Holdings NV              7,746           353,234

Communications Services, NEC (1.99%)
   KPN Royal PTT Nederland             9,472           344,493

Electric Light & Wiring
Equipment (0.52%)
   Otra NV                             5,000            88,896

Electronic Distribution 
Equipment (1.76%)
   Phillips Electronics                8,400           303,932

Grocery Stores (1.40%)
   Koninklijke Ahold NV                5,903           241,204

Meat Products (2.40%)
   Unilever NV                         2,950           414,990

Miscellaneous Durable Goods (2.03%)
   Hagemeyer NV                        6,700           350,258

Miscellaneous Transporation
Services (0.68%)
   Koninklijke Pakhoed NV              4,253           117,005

Special Industry Machinery (1.15%)
   IHC Caland NV                       5,900           198,754

                                                     2,507,107
NEW ZEALAND (2.67%)

Beverages  (1.19%)
   Lion Nathan                        86,000           205,213

Household Appliances  (0.97%)
   Fisher & Paykel                    55,000           167,198

Miscellaneous Manufacturers  (0.51%)
   Carter Holt Harvey Ltd.            41,000            88,453

                                                       460,864
NORWAY (3.47%)

Commercial Banks (0.71%)
   Christiana Bank                    52,000           121,813

Drugs (0.46%)
   Hafslund Nycomed                    3,113            79,083

Meat Products  (1.58%)
   Orkla B                             5,700           272,466

Ship & Boat Building & 
Repairing (0.72%)
   Unitor Ships Service                9,100           125,312

                                                       598,674
SINGAPORE (1.05%)

Electric Light & Wiring
Equipment (0.26%)
   Clipsal Industries Holdings        20,000            45,200

Electronic Components &
Accessories (0.79%)
   Amtek Engineering                  94,500           136,960

                                                       182,160
SPAIN (6.03%)

Combination Utility 
Services  (0.76%)
   Iberdrola 1 SA                     14,300           130,840

Commercial Banks (1.79%)
   Banco Popular                       1,675           308,861

Oil & Gas Field Services (2.30%)
   Repsol Petroleo, SA                12,100           396,464

Telephone Communication (1.18%)
   Telefonica De Espana, SA           14,700           203,567

                                                     1,039,732
SWEDEN (7.89%)

Commercial Banks (1.98%)
   Svenska Handelsbanken AB Free      17,050           342,173

Household Audio & Video
 Equipment (0.71%)
   SKF 'B' Free                        6,400           122,646

Miscellaneous Transporation
Equipment (0.73%)
   Autoliv AB                          2,150           125,876

Motor Vehicles & Equipment (1.39%)
   Volvo AB                           11,700           240,101

Plastic Materials & 
Synthetics  (1.43%)
   Astra AB                            6,200           246,046

Water Transporation of
Freight, NEC (1.65%)
   Argonaut AB 'B' Free               25,000(a)         37,535
   ICB Shipping AB 'B' Free           28,666           246,553

                                                       284,088

                                                     1,360,930
SWITZERLAND (11.10%)

Combination Utility Services (1.15%)
   BBC AG (Brown Boveri)                 170           197,975

Drugs (2.11%)
   Galenica Holdings AG                  350           106,461
   Sandoz AG                             280           256,968

                                                       363,429
Functions Closely Related
To Banking (1.37%)
   BIL GT Group                          400           236,388

Miscellaneous Chemical 
Products (1.99%)
   CIBA Geigy Ag-Reg                     390           344,023

Pulp Mills (0.24%)
   Attisholz AG                           70            39,786

Special Industry Machinery (1.86%)
   Bobst SA                              120           187,720
   Sulzer AG                             250           133,620

                                                       321,340
Sugar & Confectionary Products (2.38%)
   Nestle                                370           410,307

                                                     1,913,248
THAILAND (2.61%)

Commercial Banks (1.21%)
   Bangkok Bank                       17,000           206,517

Non-Classifiable 
Establishments (1.40%)
   Thailand International Fund             8           242,000

                                                       448,517
UNITED KINGDOM (10.71%)

Commerical Banks  (0.89%)
   Bank of Ireland                    21,000           153,894

Construction & Related
 Machinery (0.68%)
   Powerscreen International PLC      19,400           116,717

Crude Petroleum & Natural 
Gas (1.15%)
   Hardy Oil & Gas                    63,000           198,562

Electric Services (1.91%)
   Northern Ireland Electric          49,100           330,087

Investment Offices (0.36%)
   Invesco PLC                        16,000    $       62,974

Miscellaneous  Non-Durable
Goods (2.02%)
   Grand Metropolitan PLC             48,300           347,956

Primary Nonferrous Metals (1.36%)
   British Steel PLC                  93,000           234,998

Pulp Mills (0.35%)
   Babcock International Group        27,740            61,158

Sand & Gravel (0.26%)
   Bardon Group PLC                   87,700            44,593

Telephone Communication (0.62%)
   Cable & Wireless PLC               14,900           106,415

Water Supply (1.11%)
   Wessex Water PLC                   35,012           189,713

                                                     1,847,067


                         Total Common Stocks        16,650,776

Preferred Stocks (0.54%)

AUSTRIA (0.54%)

Highway & Street Construction (0.54%)
  BAU Holdings AG                      2,430            91,454


                                      Principal
                                       Amount          Value


Bonds (1.14%)

MEXICO (1.14%)

Fire Marine & Casualty
Insurance (1.14%)
   Alfa SA Convertible Subordinated
     Debentures; 8.00%; 9/15/00     $200,000(b)  $     196,000

Federal Agency Short-Term 
Obligations (2.03%)

  Federal Home Loan Mortgage 
   Corporation
   5.75%; 1/2/96                     350,000           350,000


  Total  Portfolio Investments (100.21%)            17,288,230

Liabilities, net of cash, receivables
   and other assets (0.21%)                            (37,096)


                   Total Net Assets (100.00%)      $17,251,134




(a)    Non-income  producing  security - No dividend paid during the past twelve
       months.
(b)    Restricted Securities - See Note 4 to the financial statements.

<PAGE>
Mortgage-Backed Securities Portfolio

      Description of Issue            
 ---------------------------------    Principal
 Type        Rate       Maturity       Amount        Value

Federal National Mortgage Association (FNMA)
Certificates (50.20%)

FNMA           6.00%   11/1/23     $   731,628     $  707,404   
FNMA           7.00     8/1/23       3,589,996      3,620,332   
FNMA           7.50     6/1/23         938,323        962,335   
FNMA           8.00  7/1/19-3/1/23   1,442,973      1,498,623   
FNMA           8.50     1/1/25         480,063        501,277   
                                                                
                     Total FNMA Certificates        7,289,971   
                                                                
Government National Mortgage Association (GNMA)
Certificates (41.08%)

GNMA I       6.00      12/15/23        983,527         956,982
GNMA I       6.50  12/15/23-1/15/24  2,787,967       2,766,722
GNMA I       7.50   6/15/23-9/15/23  1,075,234       1,107,061
GNMA I       8.00       5/15/23        711,584         741,868
GNMA II      6.50      10/20/25        399,295         393,257


                    Total  GNMA Certificates         5,965,890

Federal Home Loan Mortgage Corporation
(FHLMC) Certificates (6.80%)

FHLMC Gold   5.50   2/1/24-3/1/24      786,609         743,563
FHLMC Gold   6.00        4/1/24        252,551         244,346


                   Total  FHLMC Certificates           987,909


         Total Portfolio Investments (98.08%)       14,243,770

Cash, receivables and other assets,
net of liabilities (1.92%)                             279,278


                   Total Net Assets (100.00%)      $14,523,048

See accompanying notes.

 
<PAGE>
FINANCIAL HIGHLIGHTS

PRINCIPAL SPECIAL MARKETS FUND, INC.
<TABLE>
<CAPTION>
 
                                                    International Securities                 Mortgage-Backed Securities
                                                            Portfolio                                  Portfolio
                                                  -------------------------------          ------------------------------
                                                    Year       Year       Period             Year       Year       Period
                                                    Ended      Ended       Ended             Ended      Ended       Ended
                                                  Dec. 31,   Dec. 31,    Dec. 31,          Dec. 31,   Dec. 31,    Dec. 31,
                                                    1995       1994       1993(a)            1995       1994       1993(a)
 

<S>                                               <C>        <C>         <C>             <C>          <C>          <C>   
Net Asset Value at Beginning of Period.......     $11.29     $12.87      $10.01          $  9.11      $10.10       $10.01
 
Income from Investment Operations:
   Net Investment Income.....................        .19        .13         .07              .65         .63          .34
   Net Realized and Unrealized Gains (Losses)
     on Investments and Foreign Currency.....       1.11       (.95)       2.91             1.06        (.99)         .09
 
            Total from Investment Operations        1.30       (.82)       2.98             1.71        (.36)         .43

Less Distributions:
   Dividends (from net investment income)....       (.10)      (.12)    (.10)               (.65)       (.63)        (.34)
   Excess distribution of net investment
     income..................................       (.07)      (.13)        -                -          -             -
   Distributions (from capital gains)........       (.72)      (.51)    (.02)                -          -             -
 
                         Total Distributions        (.89)      (.76)       (.12)            (.65)       (.63)        (.34)

Net Asset Value at End of Period.............     $11.70     $11.29      $12.87           $10.17     $  9.11       $10.10
 
 

Total Return.................................       12.02%    (6.45)%    29.95%(c)          19.26%    (3.60)%      4.47%(c)

Ratios/Supplemental Data:
   Net Assets, End of Period (in thousands)..    $17,251    $15,542     $16,838          $14,523    $14,714      $24,309
   Ratio of Expenses to Average Net Assets...        .90%       .90%        .90%(b)          .45%        .45%         .45%(b)
   Ratio of Net Investment Income to Average
     Net Assets..............................       1.79%       .94%       1.21%(b)         6.66%       6.56%        5.23%(b)
   Portfolio Turnover Rate...................        46.0%      37.0%      6.9%(b)           9.9%       41.8%        9.6%(b)

<FN>
(a)Period from May 7, 1993,  date shares  first  offered to the public,  through
     December 31, 1993. Net investment  income,  aggregating  $.01 per share for
     the  International   Securities  Portfolio  and  $.01  per  share  for  the
     Mortgage-Backed  Securities  Portfolio  for the  period  from  the  initial
     purchase of shares on April 26, 1993 through May 6, 1993,  was  recognized,
     none of which was distributed from the International  Securities  Portfolio
     and all of  which  was  distributed  from  the  Mortgage-Backed  Securities
     Portfolio to the sole shareholder, Principal Mutual Life Insurance Company,
     during the period.  Additionally,  the Mortgage-Backed Securities Portfolio
     incurred  unrealized  gains on  investments  of $.01 per share  during  the
     intitial  interim  period.  This  represented  activities of each portfolio
     prior to the initial offering.

(b)Computed on an annualized basis.

(c)Total return amounts have not been annualized.
</FN>
</TABLE>

<PAGE>
                       REPORT OF INDEPENDENT AUDITORS





The Boards of Directors and Shareholders
Principal Special Markets Fund, Inc.







We have audited the accompanying statements of assets and liabilities, including
the  schedules  of  investments,   of  Principal   Special  Markets  Fund,  Inc.
(comprising,  respectively,  the  International  Securities and  Mortgage-Backed
Securities  Portfolios) as of December 31, 1995,  and the related  statements of
operations for the year then ended,  and the statements of changes in net assets
and the financial  highlights for each of the periods indicated  therein.  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  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
December 31, 1995, by correspondence  with the custodians and brokers.  An audit
also includes assessing the accounting principles used and significant estimates
made by  management,  as well as  evaluating  the  overall  financial  statement
presentation.  We believe  that our audits  provide a  reasonable  basis for our
opinion.

In our opinion,  the financial  statements and financial  highlights referred to
above present fairly, in all material  respects,  the financial position of each
of the respective  portfolios  constituting the Principal  Special Markets Fund,
Inc. at December 31, 1995, and the results of their operations for the year then
ended, and the changes in their net assets and the financial highlights for each
of  the  periods  indicated  therein,  in  conformity  with  generally  accepted
accounting principles.



Ernst & Young LLP




Des Moines, Iowa
January 19, 1996

<PAGE>
   FEDERAL INCOME TAX INFORMATION






     Information  for  federal  income tax  purposes is  presented  as an aid to
shareholders in reporting the dividend  distributions shown below.  Shareholders
should consult a tax adviser on how to report these  distributions for state and
local purposes.

<TABLE>
<CAPTION>
                                                      Year Ended December 31, 1995

                                       Per Share                                        Per Share
                             Income Dividend Distributions                     Capital Gain Distributions
                                                                                                                           Total
                                                                                                            Total        Dividends
                      Payable      Per      Total      Deductible      Payable      Long-      Short-   Capital Gain        and
                       Date       Share   Dividends    Percentage*      Date        Term**    Term***   Distributions  Distributions

 International
<S>                  <C>         <C>       <C>            <C>         <C>          <C>        <C>          <C>             <C> 
 Securities Portfolio 1/31/95    $.0362                    -           1/31/95     $.2722     $  -
                     12/28/95     .1345                               12/28/95      .3400     .1100
                                           $.1707                                                          $.7222          $.8929
</TABLE>
<TABLE>
<CAPTION>

                                            Per Share Income Dividend Distributions/Payable Date


                          2/1/95   3/1/95   4/3/95  5/1/95   6/1/95   7/3/95   8/1/95   9/1/95  10/2/95  11/1/95  12/1/95  12/29/95
 Mortgage-Backed
<S>                       <C>      <C>      <C>     <C>      <C>      <C>      <C>     <C>      <C>      <C>      <C>      <C>   
 Securities Portfolio     $.0513   $.0553   $.0585  $.0510   $.0547   $.0575   $.0480  $.0542   $.0555   $.0526   $.0545   $.0554



 *Percent qualifying for deduction by shareholders who are corporations.

 **Taxable as long-term capital gain.

 ***Taxable at ordinary income rates.
</TABLE>


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