PRINCIPAL SPECIAL MARKETS FUND INC
N-30D, 1998-02-12
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A MESSAGE FROM THE PRESIDENT



Dear Shareholder:

Stock and bond  markets  began the second half of the 1997 quite  strong.  Then,
after reaching record levels,  most equity markets experienced a dramatic market
correction in late October.  This decline was precipitated by large sell offs in
various  international  markets,  particularly  those in Asia.  Europe and Latin
America fared somewhat  better,  ending the year on a positive  note.  U.S. bond
markets also  experienced  some  volatility,  but still finished well. Given the
continuing  strong  U.S.  economy  and few  signs of  inflation,  the  long-term
investment outlook remains good.

In November,  two new  portfolios  were added to the Principal  Special  Markets
Fund--International   Emerging  Markets  Portfolio  and  International  SmallCap
Portfolio.   These  portfolios  will  offer  investors  more   opportunities  to
participate in foreign equity markets.

All  four  portfolios   posted  positive  returns  in  1997.  The  two  original
portfolios--International     Portfolio    and    Mortgage-Backed     Securities
Portfolio--returned  12.55% and  10.18%,  respectively  for the year.  Since its
inception on 11/26/97,  International Emerging Markets Portfolio posted a return
of 1.40% through year-end; while International SmallCap Portfolio returned 1.59%
for the same period. As always,  investors are reminded that past performance in
no way guarantees future results.

Thank you for helping us enjoy another  successful  year. We remain committed to
delivering the quality financial products and services our shareholders deserve.

Sincerely,

/s/ Stephan L. Jones

Stephan L. Jones
President
<PAGE>

                                TABLE OF CONTENTS



                                                               Page
         Statements of Assets and Liabilities................    4
         Statements of Operations ...........................    6
         Statements of Changes in Net Assets.................    8
         Notes to Financial Statements.......................   10
         Schedules of Investments
              International Emerging Markets Portfolio.......   16
              International Securities Portfolio.............   18
              International SmallCap Portfolio...............   20
              Mortgage-Backed Securities Portfolio...........   22
         Financial Highlights................................   24
         Report of Independent Auditors......................   26
         Federal Income Tax Information......................   28



<PAGE>

December 31, 1997


<TABLE>
<CAPTION>
STATEMENTS OF ASSETS AND LIABILITIES

PRINCIPAL SPECIAL MARKETS FUND, INC.

                                                                     International    International   International Mortgage-Backed
                                                                   Emerging Markets    Securities       SmallCap      Securities
                                                                       Portfolio        Portfolio       Portfolio      Portfolio


<S>                                                                    <C>             <C>            <C>              <C>        
 Investment in securities -- at cost..............................     $31,496,417     $30,620,263    $31,012,948      $13,745,498


 Assets
 Investment in securities -- at value (Note 4)....................     $31,849,866     $36,555,784    $30,873,328      $14,050,587
 Cash.............................................................          20,460          27,756         41,321           20,117
 Receivables:
    Dividends and interest........................................          30,776          81,047         21,149           75,748
    Investment securities sold....................................          63,372          45,450        335,721          --
    Capital Stock sold............................................       1,000,000       1,000,000      1,000,000          --
 Net receivable for foreign currency contract (Note 5)............        --                15,828        --               --
 Other assets.....................................................        --                   109        --                   127

                                                      Total Assets      32,964,474      37,725,974     32,271,519       14,146,579
 Liabilities
 Accrued expenses.................................................          31,048          41,963         26,974            7,557
 Investment securities purchased..................................         445,380         --            276, 884          343,492

                                                 Total Liabilities         476,428          41,963        303,858          351,049

 Net Assets Applicable to Outstanding Shares   ...................     $32,488,046     $37,684,011    $31,967,661      $13,795,530



 Net Assets Consist of:
 Capital Stock....................................................     $    32,047     $    26,081    $    32,055      $    13,433
 Additional paid-in capital.......................................      32,027,473      31,443,409     32,018,475       14,555,069
 Accumulated undistributed net investment income..................          16,970          25,569          4,410          --
 Accumulated undistributed net realized gain (loss) from:
    Investment transactions ......................................          62,185         266,112         57,172       (1,078,061)
    Foreign currency transactions.................................          (4,044)        (16,939)           (37)         --
 Net unrealized appreciation (depreciation) of investments........         353,449       5,935,521       (139,620)         305,089
 Net unrealized appreciation (depreciation) on translation of
    assets and liabilities in foreign currencies..................             (34)          4,258         (4,794)         --

                                                  Total Net Assets     $32,488,046     $37,684,011    $31,967,661      $13,795,530


 Capital Stock (par value: $.01 a share):
 Shares authorized................................................     100,000,000     100,000,000    100,000,000      100,000,000
 Shares issued and outstanding....................................       3,204,730       2,608,123      3,205,478        1,343,286

 Net Asset Value Per Share  ......................................          $10.14          $14.45          $9.97           $10.27

  See accompanying notes.
</TABLE>


<PAGE>

<TABLE>
<CAPTION>
Year Ended December 31, 1997, Except as Noted

STATEMENTS OF OPERATIONS

PRINCIPAL SPECIAL MARKETS FUND, INC.

                                                                         International   International International Mortgage-Backed
                                                                       Emerging Markets   Securities      SmallCap      Securities
                                                                         Portfolio(a)      Portfolio    Portfolio(a)     Portfolio


    Net Investment Income
    Income:
<S>                                                                       <C>            <C>             <C>              <C>   
       Dividends.......................................................   $   65,878     $   916,034     $  30,500        $   --
       Withholding tax on foreign dividends............................       (7,957)       (103,317)       (4,098)           --
       Interest........................................................       62,344          94,579        66,470         1,024,680

                                                          Total Income       120,265         907,296        92,872         1,024,680

    Expenses:
       Management and investment advisory fees (Note 3)   .............       43,775         311,027        37,932            67,721

                                                 Net Investment Income        76,490         596,269        54,940           956,959

    Net  Realized  and  Unrealized   Gain  (Loss)  on  Investments  
    and  Foreign Currencies Net realized gain (loss) from:
       Investment transactions.........................................       62,185       1,823,607        57,172            22,412
       Foreign currency transactions...................................       (4,044)        (16,939)          (37)           --
    Change in unrealized appreciation/depreciation of:
       Investments.....................................................      353,449         820,001      (139,620)          495,704
       Translation of assets and liabilities in foreign currencies.....          (34)          4,125        (4,794)           --

                               Net Realized and Unrealized Gain (Loss)
                                 on Investments and Foreign Currencies       411,556       2,630,794       (87,279)          518,116


                                        Net Increase (Decrease) in Net
                                      Assets Resulting from Operations      $488,046      $3,227,063     $ (32,339)       $1,475,075

<FN>
     (a)  Period from  November  17, 1997 (date  operations  commenced)  through
          December 31, 1997.
</FN>

    See accompanying notes.
</TABLE>


<PAGE>

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

PRINCIPAL SPECIAL MARKETS FUND, INC.

                                                                        International                  International          
                                                                      Emerging Markets                  Securities            
                                                                          Portfolio                      Portfolio            

                                                                            1997(a)                  1997          1996       

    Operations
<S>                                                                    <C>                      <C>           <C>             
    Net investment income............................................  $       76,490           $     596,269 $     394,151   
    Net realized gain (loss) from:
       Investment transactions.......................................          62,185               1,823,607       951,597   
       Foreign currency transactions.................................          (4,044)                (16,939)       (4,388)  
    Change in unrealized appreciation/
       depreciation of investments and translation of
       assets and liabilities in foreign currencies..................         353,415                 824,126     3,301,549   

                                      Net Increase (Decrease) in Net
                                    Assets Resulting from Operations          488,046               3,227,063     4,642,909   



    Dividends and Distributions to Shareholders
    From net investment income.......................................         (59,520)               (581,224)     (296,191)  
    Excess distribution of net investment income (Note 1)............         --                      --           (154,476)  
    From net realized gain on investments and
       foreign currency transactions.................................         --                   (1,645,552)   (1,043,459)  

                                   Total Dividends and Distributions          (59,520)             (2,226,776)   (1,494,126)  

    Capital Share Transactions (Note 6)
    Shares sold......................................................      32,000,000              15,749,696     7,000,000   
    Shares issued in reinvestment of dividends
       and distributions.............................................          59,520               1,327,125       963,318   
    Shares redeemed..................................................         --                   (8,553,721)     (202,611)  

                          Net Increase (Decrease) in Net Assets from
                                          Capital Share Transactions       32,059,520               8,523,100     7,760,707   

                                           Total Increase (Decrease)       32,488,046               9,523,387    10,909,490   



    Net Assets
    Beginning of period..............................................         --                   28,160,624    17,251,134   

    End of period (including undistributed net investment
       income as set forth below)....................................     $32,488,046             $37,684,011   $28,160,624   



    Undistributed Net Investment Income    ..........................  $       16,970             $    25,569   $    10,524   

<FN>
  (a)  Period  from  November  17,  1997  (date  operations  commenced)  through
       December 31, 1997.
</FN>
    See accompanying notes.
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
Years Ended December 31, Except as Noted


STATEMENTS OF CHANGES IN NET ASSETS

PRINCIPAL SPECIAL MARKETS FUND, INC.

                                                                              International               Mortgage-Backed
                                                                                SmallCap                    Securities
                                                                                Portfolio                    Portfolio

                                                                                 1997(a)                 1997           1996

    Operations
<S>                                                                         <C>                    <C>             <C>          
    Net investment income............................................       $       54,940         $     956,959   $     939,015
    Net realized gain (loss) from:
       Investment transactions.......................................               57,172                22,412         (25,440)
       Foreign currency transactions.................................                  (37)               --             --
    Change in unrealized appreciation/
       depreciation of investments and translation of
       assets and liabilities in foreign currencies..................             (144,414)              495,704        (318,191)

                                      Net Increase (Decrease) in Net
                                    Assets Resulting from Operations               (32,339)            1,475,075         595,384



    Dividends and Distributions to Shareholders
    From net investment income.......................................              (50,530)             (956,959)       (939,015)
    Excess distribution of net investment income (Note 1)............              --                     --             --
    From net realized gain on investments and
       foreign currency transactions.................................              --                     --             --

                                   Total Dividends and Distributions               (50,530)             (956,959)       (939,015)

    Capital Share Transactions (Note 6)
    Shares sold......................................................           32,000,000                --             --
    Shares issued in reinvestment of dividends
       and distributions.............................................               50,530               827,979         788,841
    Shares redeemed..................................................              --                 (2,518,823)        --

                          Net Increase (Decrease) in Net Assets from
                                          Capital Share Transactions            32,050,530            (1,690,844)        788,841

                                           Total Increase (Decrease)            31,967,661            (1,172,728)        445,210



    Net Assets
    Beginning of period..............................................              --                 14,968,258      14,523,048

    End of period (including undistributed net investment
       income as set forth below)....................................          $31,967,661           $13,795,530     $14,968,258



    Undistributed Net Investment Income    ..........................          $     4,410           $   --          $  --

<FN>
  (a)  Period  from  November  17,  1997  (date  operations  commenced)  through
       December 31, 1997.
</FN>
    See accompanying notes.
</TABLE>
<PAGE>



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 four  portfolios  (known as the  International  Emerging
Markets,  International  Securities,  International SmallCap and Mortgage-Backed
Securities Portfolios).

On November 17, 1997, the initial purchases of 3,100,000 shares of Capital Stock
of International  Emerging Markets and  International  SmallCap  Portfolios were
made by Principal Mutual Life Insurance Company (see Note 3). Effective November
26, 1997,  International  Emerging Markets and International SmallCap Portfolios
began offering shares to the public.

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,   preferred  stocks  and  foreign
securities,  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.

Generally,  trading in foreign securities is substantially completed each day at
various times prior to the close of the New York Stock  Exchange.  The values of
such  securities  used in  computing  net asset  value  per  share  are  usually
determined  as of such times.  Occasionally,  events  which affect the values of
such securities and foreign currency  exchange rates may occur between the times
at which  they are  generally  determined  and the  close of the New York  Stock
Exchange and would  therefore not be reflected in the  computation of the Fund's
net asset value.  If events  materially  affecting the value of such  securities
occur during such period,  then these  securities are valued at their fair value
as  determined  in good faith by the Manager under  procedures  established  and
regularly reviewed by the Board of Directors.  To the extent the Fund invests in
foreign  securities listed on foreign exchanges which trade on days on which the
Fund does not  determine  its net asset value,  for example  Saturdays and other
customary  national  U.S.  holidays,   the  Fund's  net  asset  value  could  be
significantly affected on days when shareholders have no access to the Fund.

Certain  securities  issued by companies in emerging  market  countries may have
more than one quoted valuation at any given point in time, sometimes referred to
as a  "local"  price  and a  "premium"  price.  The  premium  price  is  often a
negotiated  price  which  may not  consistently  represent  a price  at  which a
specific  transaction  can be  effected.  It is the policy of the  International
Emerging Markets, International Securities and International SmallCap Portfolios
to value such  securities at prices at which it is expected  those shares may be
sold,   and  the  Manager  or  any   sub-adviser  is  authorized  to  make  such
determinations subject to such oversight by the Fund's Board of Directors as may
from time to time be necessary.

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 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,
except for short-term  investment  transactions  which are recorded generally on
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.  The  Fund  records  dividend  income  on the
ex-dividend date, except dividend income from certain foreign securities whereby
the ex-dividend date has passed; such dividends are recorded as soon as the Fund
is informed of the ex-dividend date. Interest income is recognized on an accrual
basis.

<PAGE>
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 security 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  appreciation  on  translation  of assets and  liabilities in foreign
currencies  arise  from  changes in the  exchange  rate  relating  to assets and
liabilities,  other  than  investments  in  securities,  purchased  and  held in
non-U.S. denominated currencies.

The portfolios may,  pursuant to an exemptive order issued by the Securities and
Exchange Commission, transfer uninvested funds into a joint trading account. The
order permits the portfolios'  cash balances to be deposited into a single joint
account along with the cash of other registered  investment companies managed by
Princor  Management  Corporation.  These balances may be invested in one or more
short-term instruments.

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 other portfolios are recorded on the ex-dividend date.

Dividends and  distributions to shareholders  from net investment income and net
realized gain from investments and foreign currency  transactions are determined
in  accordance  with  federal  income tax  regulations,  which may  differ  from
generally  accepted  accounting   principles.   Permanent  book  and  tax  basis
differences are reclassified  within the capital accounts based on their federal
tax-basis  treatment;  temporary  differences  do not require  reclassification.
Dividends and distributions  which exceed net investment income and net realized
capital  gains for  financial  reporting  purposes  but not for tax purposes are
reported as dividends in excess of net  investment  income or  distributions  in
excess of net realized capital gains. To the extent distributions exceed current
and accumulated  earnings and profits for federal income tax purposes,  they are
reported as distributions of paid-in-capital.
Reclassifications made for the periods ended December 31, 1997 and 1996 were not
material.

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, 1997, the Mortgage-Backed Securities Portfolio had a net capital
loss carryforward of approximately $1,078,000 expiring in 2002 through 2004.

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 fees are computed at an annual
percentage rate (as shown below) of each portfolio's average daily net assets.

                                                  Net Asset Value of Portfolio
                                                         (in millions)

                                               First        Next          Over
                                               $250         $250          $500

   International Emerging Markets Portfolio    1.15%      1.05%          .95%
   International Securities Portfolio           .90%       .90%          .90%
   International SmallCap Portfolio            1.00%       .90%          .80%
   Mortgage-Backed Securities Portfolio         .45%       .45%          .45%

No brokerage  commissions  were paid by the Fund to Princor  Financial  Services
Corporation  during the periods  ended  December  31,  1997 and 1996.  Brokerage
commissions were paid to other affiliates by the following portfolios:

                                               Periods Ended      Year Ended
                                               December 31,      December 31,
                                                   1997              1996

   International Emerging Markets Portfolio       $10,074          $  --
   International Securities Portfolio               1,394           1,655

At December 31, 1997,  Principal  Mutual Life Insurance  Company owned shares of
the Fund's portfolios as follows:

   International Emerging Markets Portfolio          3,106,111 
   International Securities Portfolio                1,316,510       
   International SmallCap Portfolio                  3,105,177
   Mortgage-Backed Securities Portfolio              1,343,286

Note 4 -- Investment Transactions

For the periods  ended  December 31,  1997,  the cost of  investment  securities
purchased and proceeds from investment securities sold (not including short-term
investments and U.S. government securities) by the portfolios were as follows:

                                                 Purchases          Sales

     International Emerging Markets Portfolio    $28,217,904    $     633,672
     International Securities Portfolio           15,010,626       10,169,003
     International SmallCap Portfolio             29,466,770        1,310,994
     Mortgage-Backed Securities Portfolio          1,506,703        2,189,856

At December 31, 1997, net unrealized appreciation  (depreciation) of investments
by the Fund was composed of the following:
                                                           
<TABLE>
<CAPTION>
                                                    Gross Unrealized                     Net Unrealized
                                          ------------------------------------     Appreciation (Depreciation)        
                                          Appreciation          (Depreciation)           of Investments

<S>                                        <C>                    <C>                     <C>        
International Emerging Markets Portfolio   $1,696,135             $(1,342,686)            $   353,449
International Securities Portfolio          8,635,596              (2,700,075)              5,935,521
International SmallCap Portfolio            1,252,721              (1,392,341)               (139,620)
Mortgage-Backed Securities Portfolio          337,577                 (32,488)                305,089
</TABLE>

The  Mortgage-Backed  Securities  Portfolio may trade portfolio  securities on a
"to-be-announced"  (TBA) basis. In a TBA transaction,  the portfolio  commits to
purchase or sell  securities for which all specific  information is not known at
the time of the trade. Securities purchased on a TBA basis are not settled until
they  are  delivered  to the  portfolio,  normally  15 to 30 days  later.  These
transactions  are  subject to market  fluctuations  and their  current  value is
determined in the same manner as for other portfolio securities.  As of December
31, 1997,  Mortgage-Backed  Securities  Portfolio  had TBA purchase  commitments
involving securities with a face amount of $350,000, cost of $343,492 and market
value of $346,661.  The portfolio has set aside investment  securities and other
assets in excess of the commitments to serve as collateral.

At  December  31,  1997,  the Fund  held the  following  securities  which  were
purchased in a private  placement  transaction  and may require  registration in
order to effect a sale in the ordinary course of business.


<PAGE>

<TABLE>
<CAPTION>
                                                                                                   Value at         Value as a
                                                                        Date of                  December 31,      Percentage of
                                       Security Description           Acquisition      Cost          1997           Net Assets

<S>                          <C>                                        <C>          <C>          <C>                 <C>  
   International Emerging
   Markets Portfolio         Banque Marocaine du Commerce               11/17/97     $190,000     $   203,100         0.63%
                               Exterieur                                 12/3/97       20,100          20,310         0.06
                             Industrial Credit & Investment Corp.       11/17/97      420,000         387,750         1.19
                               of India                                 11/20/97      177,125         168,025         0.52
                                                                        12/17/97       46,688          58,163         0.18
                             Paints & Chemical Industries Co. GDR       11/17/97      148,125         157,500         0.48
                                                                        11/18/97      146,250         157,500         0.48
                                                                        11/24/97      210,000         220,500         0.69
                             Reliance Industries GDR                     12/2/97      170,000         168,750         0.52
                                                                        12/12/97       72,500          84,375         0.26
                             Videsh Sanchar Nigam Ltd. GDR              11/17/97      312,375         292,425         0.90
                                                                        11/24/97      104,000         111,400         0.34
                                                                        12/12/97       30,820          32,028         0.10

                                                                                                    2,061,826         6.35
   International Securities
   Portfolio                 Alfa SA Convertible Subordinated
                               Debentures                                9/26/95      199,250         286,000         0.76
                             Fokus Bank                                  10/3/96       79,958         130,083         0.35
                             Hyundai Motor Co. Ltd. GDR                  10/3/96       94,600          14,405         0.04
                             Kemira OY                                  12/10/96      286,318         217,520         0.58
                                                                         2/24/97       88,695          72,822         0.19
                                                                         4/11/97       95,955          86,062         0.23
                             Voest-Alpine Stahl                         10/27/95      103,583         130,885         0.35
                                                                         1/11/96       54,207          65,442         0.17
                                                                         3/27/96       55,366          65,442         0.17
                                                                         12/9/96      109,873         119,336         0.32

                                                                                                    1,187,997         3.15
   International SmallCap
   Portfolio                 Bure Investment Aktiebolaget AB            11/18/97     $540,975         592,675         1.85
                             Industrial & Financial Systems             11/18/97      473,303         519,891         1.63
                                                                        12/30/97       75,867          76,250         0.24
                             Newsquest PLC                              11/18/97      505,613         543,740         1.70
                                                                         12/2/97       78,410          78,930         0.25

                                                                                                    1,811,486         5.67
</TABLE>

The Mortgage-Backed Securities Portfolio's investments are with various issuers;
while the other  portfolios'  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 Emerging Markets,  International  Securities and International
SmallCap Portfolios by industry and issuer.


<PAGE>
Note 5 -- Foreign Currency Contracts

At December 31, 1997, the  International  Securities  Portfolio  owned a forward
contract to sell Hong Kong Dollars ("HKD") at a specified future date at a fixed
exchange rate. The forward  foreign  currency  contract is valued at the forward
rate, and is  marked-to-market  daily. The change in market value is recorded by
the portfolio as an unrealized  gain or loss.  When the contract is closed,  the
portfolio  will record a realized gain or loss equal to the  difference  between
the value of the contract at the time it was opened and the value at the time it
was closed.

<TABLE>
<CAPTION>
                                                                                                   Value at
                                              Contracts         In Exchange     Settlement       December 31,     Net Unrealized
                                             to Deliver             For            Date              1997          Appreciation

<S>                                       <C>                   <C>                <C>             <C>                <C>    
  International Securities Portfolio      3,975,000 HKD         $   500,000        4/30/98         $  484,172         $15,828
</TABLE>

The use of forward foreign currency contracts does not eliminate fluctuations in
underlying prices of the portfolio's  investments,  but it does establish a rate
of  exchange  that can be achieved  in the  future.  Although a forward  foreign
currency  contract  limits the risk of loss due to a decline in the value of the
hedged currency,  it also limits any potential gain that might result should the
value of the currency increase.  In addition,  the portfolio could be exposed to
risks if the  counterparties  to the  contract  are  unable to meet the terms of
their contract.

Note 6 -- Capital Share Transactions

Transactions in Capital Stock by portfolio were as follows:

<TABLE>
<CAPTION>
                                                       International         International       International       Mortgage-Backed
                                                         Emerging             Securities           SmallCap            Securities
                                                   Markets Portfolio(a)        Portfolio         Portfolio(a)           Portfolio


  Periods Ended December 31, 1997:
<S>                                                       <C>                   <C>                <C>                   <C>  
  Shares sold   .................................         3,198,619             966,897            3,200,301                --
  Shares issued in reinvestment of
   dividends and distributions ..................             6,111              93,449                5,177               82,583
  Shares redeemed   .............................                --            (512,039)              --                 (246,872)

                          Net Increase (Decrease)         3,204,730             548,307            3,205,478             (164,289)



  Year Ended December 31, 1996:
  Shares sold   .................................                               528,303                                     --
  Shares issued in reinvestment of
   dividends and distributions ..................                                73,625                                    80,137
  Shares redeemed   .............................                               (16,274)                                    --

                                     Net Increase                               585,654                                    80,137

<FN>
  (a) Period from November 17, 1997 (date operations commenced) through 
      December 31, 1997.
</FN>
</TABLE>


Note 7 -- Line of Credit

The  International   Securities  and   Mortgage-Backed   Securities   Portfolios
participate  with other funds managed by Princor  Management  Corporation  in an
unsecured  joint line of credit with a bank,  which  allows them to borrow up to
$40,000,000 collectively.  Borrowings are made solely to facilitate the handling
of unusual  and/or  unanticipated  short-term  cash  requirements.  Interest  is
charged to each participant, based on its borrowings, at a rate equal to the Fed
Funds Rate plus .50%.  Additionally,  a commitment  fee is charged at the annual
rate of .08% on the average unused portion of the line of credit. The commitment
fee is allocated among the  participating  funds and portfolios in proportion to
their  average  net assets  during  each  quarter.  At December  31,  1997,  the
International  Securities  and  Mortgage-Backed  Securities  Portfolios  had  no
outstanding borrowings under the line of credit.


<PAGE>

December 31, 1997
SCHEDULES OF INVESTMENTS


PRINCIPAL SPECIAL MARKETS FUND, INC.
International Emerging Markets Portfolio

                                      Shares
                                        Held           Value

Common Stocks (85.06%)

Beer, Wine & Distilled Beverages (1.46%)
   South African Breweries Ltd.         19,200   $     473,455

Beverages (6.86%)
   Embotelladora Andina ADR, Series A   22,900         476,606
   Fomento Economico Mexicano,
     Class B (FEMSA)                    69,000         551,192
   PanAmerican Beverages ADR            17,400         567,675
   Quilmes Industrial Quines SA ADR     46,400         635,100

                                                     2,230,573
Blast Furnace & Basic Steel
Products (2.44%)
   Hylsamex SA, Class B                 68,000         404,872
   Tubos de Acero de Mexico ADR         18,000(a)      389,250

                                                       794,122
Central Reserve Depositories (2.60%)
   Banco Ganadero SA ADR Preference     17,000         408,000
   Banco Santiago SA ADR                19,600         436,100

                                                       844,100
Chemicals & Allied Products (1.06%)
   Sarantis SA                          27,000         345,945

Commercial Banks (3.18%)
   Banco Rio de La Plata ADR             8,800         123,200
   Banco Rio de La Plata SA ADR         26,000(a)      364,000
   Bank Inicjatyw Gospodarczych        330,000(a)      322,986
   Banque Marocaine du Commerce
     Exterieur                          11,000(b)      223,410

                                                     1,033,596
Communications Equipment (3.06%)
   ECI Telecommunications Ltd. ADR      23,200         591,600
   Ericsson Telecomunicacoes        12,600,000(a)      404,186

                                                       995,786
Computer & Data Processing
Services (1.09%)
   Tecnomatix Technologies Ltd.         10,500(a)      354,375

Computer & Office Equipment (1.61%)
   Orbotech Ltd. ADR                    16,400(a)      522,750

Construction & Related
Machinery (1.15%)
   Barlow Ltd.                          44,100         374,270

Consumer Products (1.38%)
   Rothmans Industries Ltd.             86,000         449,156

Drugs (1.75%)
   Teva Pharmaceutical ADR              12,000         567,750

Electric Services (5.21%)
   Centrais Electricas de Santa 
     Catarina                          358,000         445,888
   Companhia Paranaense de
     Enersis-Copel ADR                  27,000         369,563
   Electricidade de Portugal SA         25,000         473,906
   Enersis SA ADR                       13,900         403,100

                                                     1,692,457
Electrical Goods (1.31%)
   Empresa Nacional de Electric
     Sponsored ADR                      24,000         424,500

Electrical Industrial Apparatus (0.57%)
   Guangdong Kelon Electric Holdings   180,000         184,686

Electronic Components &
Accessories (2.42%)
   Elec & Eltek International           56,100         256,938
   Varitronix                          224,000         384,499
   Wong Circuits Holdings Ltd.         220,000(a)      144,100

                                                       785,537
Electronic Distribution
Equipment (6.62%)
   KCE Electronics Public Co. Ltd.      27,000          71,778
   Tadiran Ltd. ADR                     16,000         566,000
   Techtronic Industries Co.         3,410,000         792,177
   Vtech Holdings Ltd.                 244,000         719,567

                                                     2,149,522
Engines & Turbines (0.78%)
   First Tractor Co. Ltd.              420,000(a)      253,411

Federal & Federally Sponsored
Credit (1.89%)
   Industrial Credit & Investment Corp.
     of India                           47,500(b)      613,938

Fire, Marine & Casualty
Insurance (0.87%)
   Alfa, Series A                       42,000         284,452

Foreign Banks, Branches &
Agencies (1.63%)
   Credicorp Ltd. ADR                   23,500         423,000
   Housing & Commercial Bank            15,000         105,000

                                                       528,000
Furniture & Home Furnishings
Stores (1.72%)
   Grupo Elektra SA CPO                316,000         557,384

Grocery Stores (1.00%)
   Blue Square Chain Investments &
     Property Ltd.                      33,875(a)      323,690

Holding Offices (1.52%)
   The India Fund, Inc. ADR             67,000         494,125

Measuring & Controlling Devices (1.12%)
   IDT Holdings Singapore Ltd.         280,000         364,000

Meat Products (1.04%)
   Davomas Abadi                       600,000         109,193
   PT Daya Guna Samudera               301,000         228,701

                                                       337,894
Metal Cans & Shipping
Containers (1.18%)
   Colep                                27,000(a)      381,845

Miscellaneous Electrical Equipment &
Supplies (1.33%)
   G. P. Batteries International       166,000         431,517

Miscellaneous Investing (1.11%)
   Banco Latino Americano de
     Exportaciones                       8,740         361,618

Miscellaneous Non-Durable Goods (1.65%)
   Desc SA ADR                          14,300         536,250

Miscellaneous Textile Goods (1.61%)
   Esprit Holdings Ltd.                830,000         270,480
   Reliance Industries GDR              30,000(b)      253,125

                                                       523,605
Motor Vehicles &  Equipment (1.42%)
   Qingling Motors                     434,000         212,848
   Tata Engineering & Locomotive
     Ltd. Co. GDR                       30,000         250,050

                                                       462,898
Paints & Allied Products (1.65%)
   Paints & Chemical Industries Co. GDR 51,000(a)(b)   535,500

Petroleum Refining (4.00%)
   Sasol Ltd.                           60,200         629,666
   YPF Sociedad Anonima ADR             19,600         670,075

                                                     1,299,741
Search & Navigation Equipment (1.97%)
   Elbit Systems, Ltd.                  46,600         640,750

Security & Commodity Exchanges (1.00%)
   OTK Holdings Ltd.                   395,000         324,678

Security Brokers & Dealers (0.35%)
   Peregrine Investment Holdings       160,000(c)      113,574

Telephone Communications (11.01%)
   Compania Anonima Telefonos de
     Venezuela ADR                      10,400         432,900
   Hellenic Telecommunication           19,000         389,776
   Matav RT ADR                         20,700(a)      538,200
   Telec de Sao Paulo SA             1,980,000         526,908
   Telecommunicacoes Brasileiras SA  6,500,000         661,054
   Telefonica de Argentina ADR          11,100         413,475
   Teletypos/Mega Channel               30,000         177,652
   Videsh Sanchar Nigam Ltd. GDR        31,300(b)      435,853

                                                     3,575,818
Water Supply (1.44%)
   Companhia de Saneamento Basocp do
     Estado de Sao Paulo - SABESP    1,970,000(a)      467,778

                           Total Common Stocks      27,635,046

Preferred Stock (1.12%)

Cement,  Hydraulic (1.12%)
   Titan Cement Co.                      9,000         364,820


                                      Principal
                                       Amount          Value

Commercial Paper (11.85%)

Federal & Federally Sponsored
Credit (11.85%)
   FHLMC Commercial Paper;
     4.75%; 1/2/98                  $3,850,000      $3,850,000


          Total Portfolio Investments (98.03%)      31,849,866

Cash, receivables and other assets,
   net of liabilities  (1.97%)                         638,180


                    Total Net Assets (100.00%)     $32,488,046



(a)  Non-income producing security - No dividend paid during
     the period.
(b)  Restricted security - See Note 4 to the financial statements.
(c)  On January 12, 1998 Peregrine Investment Holdings filed a plan of  
     liquidation.


                    International Emerging Markets Portfolio
                             Investments by Country

                                 Total         Percentage of
     Country                     Value          Total Value
   Argentina                  $  2,205,850          6.92%
   Brazil                      2,875,378            9.03
   Chile                       1,740,306            5.46
   China                         397,534            1.25
   Columbia                      408,000            1.28
   Egypt                         535,500            1.68
   Greece                      1,278,193            4.01
   Hungary                       538,200            1.69
   Hong Kong                   2,533,708            7.95
   Indonesia                     337,894            1.06
   India                       2,047,090            6.43
   Israel                      3,566,915           11.20
   Mexico                      3,291,074           10.33
   Morocco                       223,410            0.70
   Panama                        361,618            1.14
   Peru                          423,000            1.33
   Poland                        322,986            1.01
   Portugal                      855,751            2.69
   Singapore                   1,645,711            5.17
   South Africa                1,802,070            5.66
   South Korea                   105,000            0.33
   Thailand                       71,778            0.23
   United States               3,850,000           12.09
   Venezuela                     432,900            1.36

                    Total    $31,849,866          100.00%



International Securities Portfolio


                                       Shares
                                        Held           Value


Common Stocks (92.15%)

Advertising (2.01%)
   WPP Group PLC                       170,700      $  756,945

Beverages (1.82%)
   Lion Nathan                          70,000         156,893
   PanAmerican Beverages ADR            16,200         528,525

                                                       685,418
Blast Furnace & Basic
Steel Products (1.01%)
   Voest-Alpine Stahl                    9,900(b)      381,105

Central Reserve Depositories (3.22%)
   Banco Totta & Acores                  9,600         188,716
   National Westminster Bank            45,008         747,598
   Wing Hang Bank                       98,400         278,122

                                                     1,214,436
Combination Utility Services (0.87%)
   ABB AG                                  260         327,105

Commercial Banks (11.90%)
   ABN-AMRO Holdings NV                 31,913         621,817
   Bank of Ireland                      66,435       1,019,892
   Barclays PLC                         22,900         608,527
   Fokus Bank                           14,000(b)      130,083
   Istituto Mobiliare Italiano          34,000         403,847
   National Australia Bank Ltd.         38,533         538,053
   Royal Bank of Canada                 11,600         612,822
   Svenska Handelsbanken AB Free        17,050         549,039

                                                     4,484,080
Communications Equipment (0.82%)
   ECI Telecommunications Ltd. ADR      12,100         308,550

Communication Services, NEC (1.08%)
   KPN Royal PTT Nederland               9,714         405,384

Computer & Office Equipment (0.12%)
   Canon, Inc.                           2,000          46,762

Construction & Related Machinery (0.51%)
   Powerscreen International PLC        19,400         193,919

Consumer Products (4.10%)
   Imasco Ltd.                          20,647         728,649
   Imperial Tobacco Group PLC           78,000         492,831
   Swedish Match Co.                    97,000         323,971

                                                     1,545,451
Crude Petroleum & Natural Gas (0.79%)
   Hardy Oil & Gas                      63,000         296,467

Deep Sea Foreign Transportation
of Freight (0.68%)
   Van Ommeren NV                        7,642         256,338

Department Stores (0.94%)
   Vendex International                  6,414         354,044

Drugs (6.83%)
   Elan Corp. PLC ADR                   10,500(a)$     537,469
   Novartis AG                             578         939,192
   Pharmacia & Upjohn, Inc.             16,500         604,313
   Teva Pharmaceutical ADR              10,400         492,050

                                                     2,573,024
Electric Services (0.81%)
   Enersis SA ADR                       10,500         304,500

Electronic Components &
Accessories (2.05%)
   Amtek Engineering                    78,500          47,521
   Elec & Eltek International          105,600         483,648
   Murata Mfg.                           2,000          50,453
   Varitronix                          111,000         190,533

                                                       772,155
Electronic Distribution
Equipment (1.34%)
   Phillips Electronics                  8,400         503,861

Engines & Turbines (2.06%)
   Mabuchi Motor                         1,100          56,091
   PT United Tractors                  100,000          11,829
   Radex-Heraklith 
     Industriebeteiligungs               8,900         306,027
   Scapa Group PLC                     106,000         402,893

                                                       776,840
Farm & Garden Machinery (1.86%)
   New Holland NV                       26,500         700,594

Finance Services (0.01%)
   MBF Capital Berhad                    6,000           1,395

Functions Closely Related
to Banking (0.66%)
   Liechtenstein Global Trust AG           400         248,192

Gas Production & Distribution (1.34%)
   OMV AG                                3,650         504,907

General Industrial Machinery (0.81%)
   SKF AB 'B' Free                      14,400         306,717

Holding Offices (0.46%)
   First Pacific Co., Ltd.             360,893         174,665

Hose, Belting, Gaskets & Packing (0.17%)
   Phoenix AG                            3,600          64,070

Industrial Inorganic Chemicals (2.03%)
   Bayer AG                             10,500         389,799
   Kemira OY                            39,800(b)      376,404

                                                       766,203
Investment Offices (2.13%)
   Amvescap PLC                         93,400         801,444

Life Insurance (1.12%)
   QBE Insurance Group Ltd.             93,586         421,173

Meat Products (5.74%)
   Danisco AS                           14,800         821,356
   Davomas Abadi                       270,000          49,137
   Orkla, B Ordinary Shares              7,900         615,095
   Unilever NV                          11,000         678,266

                                                     2,163,854
Miscellaneous Chemical Products (1.03%)
   Hoechst AG                           11,200         388,066

Miscellaneous Converted Paper
Products (1.24%)
   Bunzl PLC                           120,000         467,953

Miscellaneous Food & Kindred
Products (0.99%)
   Greencore Group PLC                  78,000         374,757

Miscellaneous Manufacturers (0.17%)
   Carter Holt Harvey Ltd.              41,000          63,326

Miscellaneous Non-Durable
Goods (1.87%)
   Diageo PLC                           76,985(a)      707,459

Miscellaneous Textile Goods (0.67%)
   Esprit Holdings Ltd.                774,000         252,231

Miscellaneous Transportation
Equipment (1.04%)
   Autoliv Inc.                         12,000         393,000

Miscellaneous Wood Products (0.34%)
   Enso OY                              16,300         126,318

Motor Vehicles & Equipment (1.20%)
   E.C.I.A. - Equipment & Composants     1,900         382,156
   Hyundai Motor Co. Ltd. GDR            8,600(b)       14,405
   UMW Holdings Berhad                  71,000          53,810

                                                       450,371
Newspapers (1.01%)
   Publishing & Broadcasting Ltd.       86,000         381,036

Oil & Gas Field Services (0.69%)
   Eni SPA                              46,000         260,962

Petroleum Refining (5.28%)
   Repsol Petroleo SA                   14,700         626,905
   Sasol Ltd.                           69,000         721,711
   YPF Sociedad Anonima ADR             18,700         639,306

                                                     1,987,922
Photographic Equipment &
Supplies (0.11%)
   PT Bunas Finance                    730,000          43,177

Plastic Materials & Synthetics (0.77%)
   Astra AB                             17,333         291,637

Pulp Mills (2.29%)
   Lassila & Tikanoja Ltd. OY           17,600         408,853
   UPM-Kymmene OY                       22,700         454,376

                                                       863,229
Security Brokers & Dealers (0.43%)
   Peregrine Investment Holdings       227,000(c)      161,133
   Peregrine Investment - Warrants      14,800(a)(c)        19

                                                       161,152
Soap, Cleaners, & Toilet Goods (3.07%)
   Benckiser NV B Shares                11,900(a)      492,500
   Reckitt & Colman PLC                 42,292         664,907

                                                     1,157,407

Special Industry Machinery (1.94%)
   Cookson Group                       187,000         601,535
   IHC Caland NV                         2,500         129,734

                                                       731,269
Sugar & Confectionary Products (2.43%)
   Nestle                                  610         915,491

Telephone Communications (5.67%)
   Nokia Corp. Class A ADR               6,800         476,000
   Telecom Corp. of New Zealand Ltd.   120,000         581,816
   Telecom Italia-DI                   118,000(a)      520,589
   Telefonica de Espana SA              19,600         559,392

                                                     2,137,797
Trusts (0.04%)
   Fairfax Trust                        86,000(a)       14,569

Watches, Clocks, Watchcases &
Parts (0.58%)
   Tag Heuer International SA            2,500(a)      217,682


                           Total Common Stocks      34,726,409

Preferred Stock (0.51%)

Commercial Banks (0.51%)
   National Australia Bank ECU Convertible6,800        193,375


                                      Principal
                                       Amount          Value

Bond (0.76%)


Fire, Marine & Casualty
Insurance (0.76%)
   Alfa SA Convertible Subordinated
     Debentures; 8.00%; 9/15/00      $ 200,000(b)   $  286,000

Commercial Paper (3.58%)

Business Credit Institutions (3.58%)
   General Electric Capital;
     6.50%; 1/2/98                   1,350,000       1,350,000


          Total Portfolio Investments (97.00%)      36,555,784

Cash, receivables and other assets,
   net of liabilities  (3.00%)                       1,128,227

                    Total Net Assets (100.00%)     $37,684,011

(a)  Non-income producing security - No dividend paid during
     the period.
(b)  Restricted security - See Note 4 to the financial statements.
(c)  On January 12, 1998 Peregrine Investment Holdings filed a plan of 
     liquidation.


                       International Securities Portfolio
                             Investments by Country



                                 Total         Percentage of
     Country                     Value          Total Value
   Argentina                  $  639,306            1.75%
   Australia                   1,548,205            4.24
   Austria                     1,192,039            3.26
   Canada                      1,341,471            3.67
   Chile                         304,500            0.83
   Denmark                       821,356            2.25
   Finland                     1,841,950            5.04
   France                        382,156            1.05
   Germany                       841,935            2.30
   Hong Kong                   1,056,702            2.89
   Indonesia                     104,143            0.28
   Israel                        800,600            2.19
   Italy                       1,185,398            3.24
   Japan                         153,306            0.42
   Korea                          14,405            0.04
   Malaysia                       55,206            0.15
   Mexico                        814,525            2.23
   Netherlands                 4,142,537           11.33
   New Zealand                   802,035            2.19
   Norway                        745,179            2.04
   Portugal                      188,716            0.52
   Singapore                     531,169            1.45
   South Africa                  721,711            1.97
   Spain                       1,186,298            3.25
   Sweden                      1,864,363            5.10
   Switzerland                 2,647,662            7.24
   United Kingdom              8,674,598           23.73
   United States               1,954,313            5.35

                    Total    $36,555,784          100.00%

International SmallCap Portfolio


                                       Shares
                                        Held           Value


Common Stocks (87.82%)

Advertising (3.55%)
   Industrial & Financial Systems       86,000(a)(b)$  596,141
   United Group Ltd.                   275,000         537,542

                                                     1,133,683
Air Transportation, Scheduled (1.96%)
   Ryanair Holdings PLC ADR             25,000(a)      628,125

Airports, Flying Fields &
Services (3.81%)
   Aeroporti Di Roma                    45,000(a)      467,054
   Virgin Express Holdings ADR          36,200(a)      751,150

                                                     1,218,204
Automotive Rentals, No Drivers (0.99%)
   Avis Europe PLC                     110,000         314,930

Cable & Other Pay TV Services (0.80%)
   Tri-Vision International Ltd.        97,000(a)      254,189

Central Reserve Depositories (1.45%)
   Union Bank of Norway                 13,000         463,770

Chemicals & Allied Products (1.60%)
   Sarantis SA                          40,000         512,511

Communications Equipment (0.77%)
   ASM Pacific                         387,000         244,738

Computer & Data Processing
Services (3.69%)
   Merkantildata ASA                    14,500         499,580
   Prosolvia AB                         17,000(a)      679,198

                                                     1,178,778
Computer & Office Equipment (1.98%)
   Orbotech Ltd. ADR                    19,900(a)      634,312

Consumer Products (0.52%)
   Rothmans Industries Ltd.             32,000         167,128

Crude Petroleum & Natural Gas (1.13%)
   Hardy Oil & Gas                      77,000         362,350

Deep Sea Foreign Transportation
of Freight (1.15%)
   Van Ommeren NV                       11,000         368,977

Drugs (1.91%)
   Bio Technology General Corp.         36,000(a)      387,000
   Teva Pharmaceutical ADR               4,700         222,369

                                                       609,369
Eating & Drinking Places (0.74%)
   Restaurant Brands New Zealand Ltd.  240,000(a)      236,907

Electrical Industrial Apparatus (1.59%)
   Doncasters PLC ADR                   24,000(a)      507,000

Electrical Work (0.59%)
   Internatio-Muller NV                  6,000         188,829

Electronic Components &
Accessories (0.72%)
   Elec & Eltek International           50,000         229,000

Electronic Distribution (4.07%)
   ASM Lithography Holdings NV           3,700(a)      249,750
   Techtronic Industries Co.         3,040,000         706,223
   Vtech Holding Ltd.                  116,000         342,089

                                                     1,298,062
Engineering & Architects (1.92%)
   Cie Generale De Geophysique          22,400(a)      614,948

Engines & Turbines (1.61%)
   Radex-Heraklith
     Industriebeteiligungs AG           15,000         515,776

General Industrial Machinery (0.37%)
   BE Semiconductor Industries NV       12,000(a)$     118,388

Glass & Glassware, Pressed or
Blown (0.49%)
   Vidrala SA                            3,500         156,382

Hose, Belting, Gaskets & Packing (1.56%)
   Phoenix AG                           28,100         500,099

Hotels & Motels (1.69%)
   Choice Hotels Scandinavia           159,500(a)      540,884

Life Insurance (1.33%)
   Scor SA                               8,900         425,778

Meat Products (0.78%)
   Perkins Food PLC                    145,000         249,320

Metal Services, NEC (3.22%)
   Philip Services Corp. ADR            71,700(a)    1,030,688

Miscellaneous Business Services (0.81%)
   Jaakko Poyry Group                   24,200(a)      257,755

Miscellaneous Food & Kindred
Products (2.31%)
   Greencore Group PLC                 154,000         739,905

Miscellaneous Manufacturers (1.57%)
   Docdata NV                           29,000(a)      500,684

Miscellaneous Primary Metal
Products (1.74%)
   YBM Magnex International, Inc.       53,000(a)      555,548

Miscellaneous Textile Goods (0.44%)
   Esprit Holdings Ltd.                430,000         140,128

Miscellaneous Transportation
Equipment (2.32%)
   ASG AB, Class B                      30,000         742,971

Motor Vehicles &  Equipment (3.35%)
   E.C.I.A. Equipment & Composants       1,900         382,156
   Mayflower Corp. PLC                 226,000         687,943

                                                     1,070,099
Newspapers (1.95%)
   Newsquest PLC                       142,000(a)(b)   622,670

Non-Classifiable Establishments (1.85%)
   Bure Investment Aktiebolaget AB      45,000(b)      592,675

Non-Residential Building
Construction (1.11%)
   Algeco                                8,000         355,061

Oil & Gas Field Services (2.11%)
   Det Sondenfjelds-Norske
     Dampskibsselskab                   15,000(a)      313,340
   Farstad Shipping                     66,000         362,579

                                                       675,919
Personnel Supply Services (2.64%)
   Dis Deutshcer Industries Service AG  10,000         417,120
   Unique International NV              20,000         426,198

                                                       843,318
Petroleum Refining (1.71%)
   Ocean Rig ASA                       517,000(a)      547,002

Pulp Mills (2.17%)
   Lassila & Tikanoja Ltd. Oy           29,900         694,585

Real Estate Operators & Lessors (1.03%)
   Castellum AB                         33,000(a)      328,571

Residential Building Construction (0.73%)
   Volker Wessels Stevin NV              7,500         233,077

Sanitary Services (1.86%)
   De Sammensluttede Vognmand AS           800         595,863

Search & Navigation Equipment (1.98%)
   Elbit Systems Ltd.                   46,000         632,500

Security Brokers & Dealers (1.85%)
   Van Der Moolen Holdings              20,000         591,942

Telegraph & Other
Communications (0.67%)
   Colt Telecom Group PLC ADR            5,000(a)      213,125

Telephone Communications (5.62%)
   Colt Telecom Group PLC               12,000         121,727
   Energis PLC                          82,000         342,704
   Metronet Communications, Class B ADR 76,500(a)    1,329,188

                                                     1,793,619
Women's & Children's
Undergarments (2.01%)
   CSP International SPA                57,000(a)      643,186

                           Total Common Stocks      28,073,328


                                      Principal
                                       Amount          Value

Commercial Paper (8.76%)

Federal & Federally Sponsored
Credit (8.76%)
   FHLMC Commercial Paper;
     4.75%; 1/2/98                  $2,800,000      $2,800,000

          Total Portfolio Investments (96.58%)      30,873,328

Cash, receivables and other assets,
   net of liabilities  (3.42%)                       1,094,333

                    Total Net Assets (100.00%)     $31,967,661


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

                        International SmallCap Portfolio
                             Investments by Country

                                 Total         Percentage of
     Country                     Value          Total Value
   Australia                  $  537,542            1.74%
   Austria                       515,776            1.67
   Belgium                       751,150            2.43
   Canada                      3,169,613           10.27
   Denmark                       595,863            1.93
   Finland                       952,340            3.08
   France                      1,777,943            5.76
   Germany                       917,219            2.97
   Greece                        512,511            1.66
   Hong Kong                   1,433,179            4.64
   Ireland                       628,125            2.03
   Israel                      1,876,181            6.08
   Italy                       1,110,240            3.60
   Netherlands                 2,677,845            8.67
   New Zealand                   236,907            0.77
   Norway                      2,727,155            8.83
   Singapore                     396,128            1.28
   Spain                         156,382            0.51
   Sweden                      2,939,556            9.52
   United Kingdom              4,161,673           13.49
   United States               2,800,000            9.07

                    Total    $30,873,328          100.00%


Mortgage-Backed Securities Portfolio

      Description of Issue            Principal
 Type        Rate       Maturity       Amount         Value


Federal National Mortgage Association (FNMA)
Certificates (30.56%)

FNMA       6.25%        4/1/26     $   392,525     $  383,387
FNMA       7.00         8/1/23       3,025,073      3,062,584
FNMA       7.50         6/1/23         747,208        769,782


                      Total FNMA Certificates        4,215,753

Government National Mortgage Association (GNMA)
Certificates (58.15%)

GNMA I     6.50  2/15/23-1/15/24     2,434,530       2,415,823
GNMA I     7.50  6/15/23-3/15/27     1,279,264       1,313,395
GNMA II    5.50         3/20/26        180,994         165,666
GNMA II    6.00  9/20/23-9/20/26     3,916,196       3,769,033
GNMA II    6.50        10/20/25        363,217         358,655

                      Total  GNMA Certificates       8,022,572

Federal Home Loan Mortgage Corporation
(FHLMC) Certificates (10.37%)

FHLMC      5.50   2/15/24-3/1/24       665,305         632,895
FHLMC      6.00        4/1/24          162,401         157,146
FHLMC      6.50   12/1/13-2/15/28      645,013         640,875

                     Total  FHLMC Certificates       1,430,916

Federal Agency Short-Term Obligations (2.77%)


                                      Principal
                                       Amount          Value
Investment in Joint Trade Account;
   Federal Home Loan Mortgage Corp.;
   4.75%; 1/2/98                   $   381,346   $     381,346


         Total Portfolio Investments (101.85%)      14,050,587

Liabilities, net of cash, receivables and
   other assets (-1.85%)                             (255,057)


                    Total Net Assets (100.00%)     $13,795,530


<PAGE>

FINANCIAL HIGHLIGHTS

PRINCIPAL SPECIAL MARKETS FUND, INC.

Selected data for a share of Capital Stock outstanding throughout each period:

<TABLE>
<CAPTION>
                                                                     Income from
                                                                Investment Operations                   Less Distributions    
                                                         ------------------------------------   ----------------------------------

                                                                  Net Realized
                                                                       and                                       Excess        
                                             Net Asset     Net     Unrealized        Total       Dividends    Distributions    
                                             Value at    Invest-      Gain           from        from Net       from Net       
                                             Beginning    ment      (Loss) on      Investment   Investment     Investment      
                                             of Period   Income    Investments    Operations      Income         Income        


   INTERNATIONAL EMERGING
   MARKETS PORTFOLIO

<S>                                          <C>          <C>       <C>             <C>           <C>           <C>            
     Period Ended December 31, 1997(a)       $  9.94      $.01      $  .21          $  .22        $(.02)        $  --          

   INTERNATIONAL SECURITIES PORTFOLIO

     Year Ended December 31,
       1997                                    13.67       .24        1.46            1.70         (.24)           --          
       1996                                    11.70       .31        2.46            2.77         (.16)          (.07)        
       1995                                    11.29       .19        1.11            1.30         (.10)          (.07)        
       1994                                    12.87       .13        (.95)           (.82)        (.12)          (.13)        
     Period Ended December 31, 1993(d)         10.01       .07        2.91            2.98         (.10)           --          

   INTERNATIONAL SMALLCAP PORTFOLIO

     Period Ended December 31, 1997(a)          9.86       .01         .12             .13         (.02)           --          

   MORTGAGE-BACKED SECURITIES PORTFOLIO

     Year Ended December 31,
       1997                                     9.93       .64         .34             .98         (.64)           --          
       1996                                    10.17       .64        (.24)            .40         (.64)           --          
       1995                                     9.11       .65        1.06            1.71         (.65)           --          
       1994                                    10.10       .63        (.99)           (.36)        (.63)           --          
     Period Ended December 31, 1993(d)         10.01       .34         .09             .43         (.34)           --          
</TABLE>




<PAGE>

<TABLE>
<CAPTION>
                                      ----------------------------                         
                                                                                           
                                                                                           
                                                                                           
                                                                                           
                                                                      Net Asset            
                                       Distributions                  Value at             
                                           from           Total        End of      Total   
                                       Capital Gains  Distributions    Period     Return   
                                                                                           
                                                                                           
   INTERNATIONAL EMERGING                                                                  
   MARKETS PORTFOLIO                                                                       
                                                                                           
<S>                                         <C>          <C>           <C>         <C>     
     Period Ended December 31, 1997(a)      $--          $(.02)        $10.14      1.40%(b)
                                                                                           
   INTERNATIONAL SECURITIES PORTFOLIO                                                      
                                                                                           
     Year Ended December 31,                                                               
       1997                                (.68)          (.92)         14.45     12.55    
       1996                                (.57)          (.80)         13.67     24.12    
       1995                                (.72)          (.89)         11.70     12.02    
       1994                                (.51)          (.76)         11.29     (6.45)   
     Period Ended December 31, 1993(d)     (.02)          (.12)         12.87     29.95(b) 
                                                                                           
   INTERNATIONAL SMALLCAP PORTFOLIO                                                        
                                                                                           
     Period Ended December 31, 1997(a)      --            (.02)          9.97      1.59(b) 
                                                                                           
   MORTGAGE-BACKED SECURITIES PORTFOLIO                                                    
                                                                                           
     Year Ended December 31,                                                               
       1997                                 --            (.64)         10.27     10.18    
       1996                                 --            (.64)          9.93      4.20    
       1995                                 --            (.65)         10.17     19.26    
       1994                                 --            (.63)          9.11     (3.60)   
     Period Ended December 31, 1993(d)      --            (.34)         10.10      4.47(b) 
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
                                                                Ratios/Supplemental Data                                         
                                       ----------------------------------------------------------------            
                                                                                                                        
                                                                            Ratio of Net                                       
                                                               Ratio of      Investment                                        
                                        Net Assets at         Expenses to     Income to      Portfolio     Average             
                                        End of Period           Average        Average       Turnover    Commission            
                                       (in thousands)         Net Assets     Net Assets        Rate        Rate(e)             
                                                                                                                               
                                                                                                                               
   INTERNATIONAL EMERGING                                                                                                      
   MARKETS PORTFOLIO                                                                                                           
                                                                                                                               
<S>                                       <C>                  <C>             <C>           <C>           <C>                 
     Period Ended December 31, 1997(a)    $32,488              1.15%(c)        .91%(c)       12.3%(c)      $.0029              
                                                                                                                               
   INTERNATIONAL SECURITIES PORTFOLIO                                                                                          
                                                                                                                               
     Year Ended December 31,                                                                                                   
       1997                                37,684               .90            1.73           30.8          .0187              
       1996                                28,161               .90            1.90           25.5          .0187              
       1995                                17,251               .90            1.79           46.0           N/A               
       1994                                15,542               .90             .94           37.0           N/A               
     Period Ended December 31, 1993(d)     16,838               .90(c)         1.21(c)         6.9(c)        N/A               
                                                                                                                               
   INTERNATIONAL SMALLCAP PORTFOLIO                                                                                            
                                                                                                                               
     Period Ended December 31, 1997(a)     31,968              1.00(c)          .91(c)        30.3(c)       .0111              
                                                                                                                               
   MORTGAGE-BACKED SECURITIES PORTFOLIO                                                                                        
                                                                                                                               
     Year Ended December 31,                                                                                                   
       1997                                13,796               .45            6.37           15.5           N/A               
       1996                                14,968               .45            6.51           28.7           N/A               
       1995                                14,253               .45            6.66            9.9           N/A               
       1994                                14,714               .45            6.56           41.8           N/A               
     Period Ended December 31, 1993(d)     24,309               .45(c)         5.23(c)         9.6(c)        N/A               
                                           
<FN>                                       
(a)  Period from  November  26, 1997,  date shares first  offered to the public,
     through  December 31, 1997. Net  investment  income,  aggregating  $.02 per
     share for the  International  Emerging Markets Portfolio and $.01 per share
     for the  International  SmallCap  Portfolio for the period from the initial
     purchase of shares on November  17, 1997 through  November  25,  1997,  was
     recognized,  none  of  which  was  distributed  to  the  sole  shareholder,
     Principal  Mutual Life  Insurance  Company.  Additionally,  the  portfolios
     incurred  unrealized  losses on  investments of ($.08) per share and ($.15)
     per  share  respectively,   during  the  interim  period.  This  represents
     activities of each portfolio prior to the initial offering.

(b)  Total return amounts have not been annualized.

(c)  Computed on an annualized basis.

(d)  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.

(e)  The  International  Portfolios  identified the cost of commissions  paid on
     purchases and sales charged to each  portfolio in the local currency in the
     respective  country  involved.  The value of the  commissions is translated
     into  U.S.  dollars  at  approximate  rates  when  acquired  or sold.  This
     translation  can give the  appearance  that the  International  Portfolios'
     average commissions are substantially different from the other funds.
</FN>
</TABLE>



<PAGE>

REPORT OF INDEPENDENT AUDITORS





The Board 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  Emerging Markets,  International
Securities, International SmallCap and Mortgage-Backed Securities Portfolios) as
of December 31, 1997, and the related  statements of  operations,  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 Fund's  management.  Our  responsibility is to express an
opinion on these  financial  statements  and financial  highlights  based on our
audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable  assurance  about  whether the  financial  statements  and  financial
highlights are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements and financial  highlights.  Our procedures  included  confirmation of
securities owned as of December 31, 1997, 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, 1997, and the results of their  operations,  the changes in
their net assets and the financial  highlights for each of the periods indicated
therein, in conformity with generally accepted accounting principles.

                                             /s/ Ernst & Young LLP


                                            Des Moines, Iowa
                                            January 16, 1998



<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, 1997



                                         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
   Emerging Markets
<S>                    <C>       <C>        <C>            <C>      <C>          <C>        <C>         <C>               <C>      
   Portfolio           12/22/97  $.0192                    00.00%
                                            $.0192                                                                        $.0192


   International
   Securities Portfolio  2/5/97  $.0022                    00.00%      2/5/97    $.0456     $.0009
                       12/22/97   .2354                    00.00%    12/22/97     .4575      .1751

                                            $.2376                                                       $.6791           $.9167

   International
   SmallCap Portfolio  12/22/97 $.0163                     00.00%
                                            $.0163                                                                        $.0163

</TABLE>
<TABLE>
<CAPTION>
                                              Per Share Income Dividend Distributions/Payable Date

                          1/31/97  2/28/97  3/31/97 4/30/97 5/30/97  6/30/97  7/31/97  8/29/97  9/30/97  10/31/97  11/28/97 12/31/97

   Mortgage-Backed
<S>                        <C>      <C>     <C>      <C>     <C>      <C>      <C>     <C>       <C>      <C>       <C>      <C>   
   Securities Portfolio    $.0552   $.0528  $.0502   $.0533  $.0540   $.0506   $.0530  $.0545    $.0511   $.0568    $.0507   $.0538


<FN>
   *   Percent qualifying for deduction by shareholders who are corporations.

   **  Taxable as long-term capital gain.

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


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