MINNESOTA MUNICIPAL INCOME PORTFOLIO INC
N-30D, 1996-09-30
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<PAGE>


   MINNESOTA
   MUNICIPAL
    INCOME
   PORTFOLIO

  SEMIANNUAL
    REPORT
     1996

<PAGE>

                                TABLE OF CONTENTS

MINNESOTA MUNICIPAL INCOME PORTFOLIO

Minnesota Municipal Income Portfolio is a non-diversified, closed-end investment
company. The fund's investment objective is to provide high current income
exempt from both regular federal income tax and state of Minnesota personal
income tax, consistent with preservation of capital. To realize this objective,
the fund invests in a wide range of Minnesota municipal securities rated
investment grade or of comparable quality when purchased. These securities may
include municipal derivative securities, such as inverse floating rate and
inverse interest-only municipal securities, which may be more volatile than
traditional municipal securities in certain market conditions. As with other
mutual funds, there can be no assurance this fund will achieve its investment
objective. Since its inception on June 25, 1993, the fund has been rated Af by
Standard & Poor's Mutual Funds Rating Group (S&P).* Fund shares trade on the
American Stock Exchange and the Chicago Stock Exchange under the
symbol MXA.


AVERAGE ANNUALIZED TOTAL RETURNS . . . . . . . . . .    1
LETTER TO SHAREHOLDERS . . . . . . . . . . . . . . .    2
FINANCIAL STATEMENTS AND NOTES . . . . . . . . . . .    6
INVESTMENTS IN SECURITIES. . . . . . . . . . . . . .   15


*THE FUND IS RATED Af, WHICH MEANS THE FUND'S INVESTMENTS HAVE AN OVERALL CREDIT
QUALITY OF A. CREDIT QUALITIES ARE ASSESSED BY STANDARD & POOR'S MUTUAL FUNDS
RATING GROUP. S&P DOES NOT EVALUATE THE MARKET RISK OF AN INVESTMENT WHEN
ASSIGNING A CREDIT RATING. SEE STANDARD & POOR'S CORPORATE AND MUNICIPAL RATING
DEFINITIONS FOR AN EXPLANATION OF A.

THE FUND ALSO HAS BEEN GIVEN A MARKET RISK RATING BY S&P, WHICH WE CANNOT
PUBLISH DUE TO NASD REGULATIONS. RISK RATINGS EVALUATE VARIOUS INVESTMENT RISKS
THAT CAN AFFECT THE PERFORMANCE OF A BOND FUND AND INDICATE THE FUND'S OVERALL
STABILITY AND SENSITIVITY TO CHANGING MARKET CONDITIONS. THESE RATINGS ARE
AVAILABLE BY CALLING S&P AT 1 800 424-FUND.

PLEASE REMEMBER YOU COULD LOSE MONEY. NEITHER SAFETY OF PRINCIPAL NOR STABILITY
OF INCOME IS GUARANTEED.

CALL FOR MORE INFORMATION

If you would like to be put on our mailing list to receive a quarterly update
for Minnesota Municipal Income Portfolio (MXA), call our Mutual Fund Services
Department at 1 800 866-7778. In addition, you can call that same number and
listen to a portfolio manager commentary for the fund, which is updated monthly.

<PAGE>

                        AVERAGE ANNUALIZED TOTAL RETURNS


PERIODS ENDED JULY 31, 1996


                                     [GRAPH]


AVERAGE ANNUALIZED TOTAL RETURN FIGURES ARE THROUGH JULY 31, 1996, AND ARE BASED
ON THE CHANGE IN NET ASSET VALUE (NAV) AND REFLECT THE REINVESTMENT OF
DISTRIBUTIONS BUT DO NOT REFLECT SALES CHARGES. NAV-BASED PERFORMANCE IS USED TO
MEASURE INVESTMENT MANAGEMENT RESULTS.


AVERAGE ANNUALIZED TOTAL RETURN FIGURES BASED ON THE CHANGE IN MARKET PRICE FOR
THE ONE-YEAR AND SINCE INCEPTION PERIODS ENDED JULY 31, 1996, WERE 4.22% AND -
1.41%, RESPECTIVELY. THESE FIGURES ALSO ASSUME REINVESTED DISTRIBUTIONS AND DO
NOT REFLECT SALES CHARGES.

PAST PERFORMANCE DOES NOT GUARANTEE FUTURE RESULTS. THE INVESTMENT RETURN AND
MARKET VALUE OF AN INVESTMENT WILL FLUCTUATE SO THAT FUND SHARES, WHEN SOLD, MAY
BE WORTH MORE OR LESS THAN THEIR ORIGINAL COST.

THE LIPPER GENERAL MUNICIPAL BOND FUNDS: LEVERAGED AVERAGE REPRESENTS THE
AVERAGE TOTAL RETURN, WITH DISTRIBUTIONS REINVESTED, OF PERPETUAL AND TERM TRUST
NATIONAL CLOSED-END MUNICIPAL FUNDS AS CHARACTERIZED BY LIPPER ANALYTICAL
SERVICES. THE LEHMAN BROTHERS MUNICIPAL LONG BOND INDEX IS COMPRISED OF
MUNICIPAL BONDS WITH MORE THAN 22 YEARS TO MATURITY AND AN AVERAGE CREDIT
QUALITY OF AA. THE INDEX IS UNMANAGED AND DOES NOT INCLUDE ANY FEES OR EXPENSES
IN ITS TOTAL RETURN FIGURES.

THE SINCE INCEPTION NUMBERS FOR THE LIPPER AVERAGE AND LEHMAN INDEX ARE
CALCULATED FROM THE MONTH END CLOSEST TO THE FUND'S INCEPTION THROUGH JULY 31,
1996.


                                        1

<PAGE>

                      MINNESOTA MUNICIPAL INCOME PORTFOLIO


Sept. 15, 1996

Dear Shareholders:

THE NET ASSET VALUE TOTAL RETURN FOR MINNESOTA MUNICIPAL INCOME PORTFOLIO FOR
THE SIX-MONTH PERIOD ENDED JULY 31, 1996, WAS -2.48%.* In comparison, the Lipper
General Municipal Bond Funds: Leveraged Average had a return of -1.11%, and the
Lehman Brothers Municipal Long Bond Index had a return of -0.91% during the same
six-month period. Based on market price, the fund's total return for the six-
month period was -4.93%. Net asset value and market price total returns listed
assume distributions were reinvested and do not include sales charges.
Throughout the reporting period, the fund had a longer effective duration and,
thus, exhibited more volatility than the benchmarks, which accounts for its
underperformance. (For more information about effective duration, see page 4.)

WE RECENTLY ADJUSTED THE FUND'S EFFECTIVE DURATION, SHORTENING IT TO A MORE
DEFENSIVE POSITION. To do this, we "hedged" some of the fund's holdings in
inverse interest-only municipal securities by buying short-term floating rate
municipals, which somewhat offset the price and income volatility of the inverse
interest-only securities.In August, we also liquidated one of the more volatile
positions of inverse interest-only securities. The fund's duration, while
clearly beneficial over the past 12 months when interest rates were generally
decreasing (see chart on page 1), caused the fund to lag its competition over
the past six months. The adjustment we made moved the duration of the fund
closer to that of the Lipper average and Lehman index. The inverse floating rate


[PHOTOGRAPH - FPO 55%]
DOUG WHITE, CFA, (TOP)
shares responsibility for the management of Minnesota Municipal Income
Portfolio. He has 13 years of financial experience.


[PHOTOGRAPH - FPO 56%]
RON REUSS, ISFA, (BOTTOM)
shares responsibility for the management of Minnesota Municipal Income
Portfolio. He has 27 years of financial experience.


* PAST PERFORMANCE DOES NOT GUARANTEE FUTURE RESULTS. THE INVESTMENT RETURN AND
MARKET VALUE OF AN INVESTMENT WILL FLUCTUATE SO THAT FUND SHARES, WHEN SOLD, MAY
BE WORTH MORE OR LESS THAN THEIR ORIGINAL COST.


                                        2

<PAGE>

                      MINNESOTA MUNICIPAL INCOME PORTFOLIO


and inverse interest-only securities, which, as of this writing, represent about
5% of the fund's total assets, assist the fund in achieving its objective of
earning high current income. The securities also have a disproportionate impact
on the fluctuations in the fund's net asset value and income level. When
interest rates rise, the value of and income from these securities could decline
to a greater extent than traditional municipal securities. However, as rates
fall, the increased volatility of these securities can have a disproportionately
positive impact on the fund's net asset value and income. The fund saw both
situations during this six-month reporting period, and we believe the
adjustments we've made were appropriate, given market conditions.

PORTFOLIO COMPOSITION
JULY 31, 1996

[PIE CHART]


THE FUND'S DIVIDEND REMAINED THE SAME THROUGHOUT THE SIX-MONTH PERIOD. Minnesota
Municipal Income Portfolio continued to earn its dividend of 6.3125 cents per
share and contribute to its dividend reserve. Shortening the effective duration
to reduce volatility did not impact the income of the fund enough to cause a
reduction in the dividend. In addition, the fund has outstanding floating rate
preferred stock, which also did not affect the common stock dividend. Keep in
mind, however, that the fund's preferred stock could cause a lower rate of
return for common shareholders under certain market conditions. (For more
information about preferred stock, see page 5.)


                                        3

<PAGE>

                      MINNESOTA MUNICIPAL INCOME PORTFOLIO


THE FUND CONTINUES TO MAXIMIZE CALL PROTECTION TO KEEP ITS INCOME HIGH. This has
always been an important tool in helping the fund meet its objective of high
current income. Long call protection -- the length of time during which a
security can't be redeemed by its issuer -- allows the fund to maintain its
income stream for a longer period of time, since these issues will not be
refinanced during times of falling interest rates. At the same time, a long call
protection leaves more opportunity for a bond's price to increase if interest
rates fall. We've extended the call protection of the securities in Minnesota
Municipal Income Portfolio to an average of
seven years.


EFFECTIVE DURATION

Effective duration estimates the interest rate risk of a security; in other
words, how much the value of the security is expected to change with a given
change in interest rates. The longer a security's effective duration, the more
sensitive its price is to changes in interest rates. For example, if interest
rates increased by 1%, the market value of a bond with an effective duration of
five years would decrease by about 5%, with all other factors being constant.

It is important to understand that, while a valuable measure, effective duration
is based on certain assumptions and has several limitations. It is more
effective as a measure of interest rate risk when interest rate changes are
small, rapid and occur equally across all the different points of the yield
curve. In addition, effective duration is difficult to calculate precisely,
especially in the case of a bond that is callable prior to maturity.


DURING THIS SIX-MONTH REPORTING PERIOD, BONDS GENERALLY HAD NEGATIVE RETURNS
BECAUSE OF THE RISE IN INTEREST RATES. However, municipal bonds, including those
in this fund, performed better than most of their taxable counterparts.
Municipal prices fell less drastically for three principal reasons: subsiding
concerns about tax reform, a decreased supply of new issues during the period,
and favorable after-tax yields for municipal bonds in comparison to taxable
bonds.

ON JULY 31, 84% OF THE FUND'S ASSETS WERE INVESTED IN BONDS RATED A OR HIGHER BY
STANDARD & POOR'S OR MOODY'S (OR EQUIVALENT). This exceeds the fund's quality
guidelines, which require at least 65% investment in bonds rated A or higher.


                                        4

<PAGE>

                      MINNESOTA MUNICIPAL INCOME PORTFOLIO


MINNESOTA CONTINUES TO ENJOY A DIVERSE ECONOMY, WHICH MINIMIZES THE CONCERN OF
GEOGRAPHIC NON-DIVERSIFICATION THAT MANY OTHER STATE-SPECIFIC FUNDS EXPERIENCE.
No single company or industry dominates in the state of Minnesota. As a result,
the state usually has less severe cycles of expansion and recession than most
other states.


PREFERRED STOCK

Preferred stock pays dividends at a specified rate and has preference over
common stock in the payments of dividends and the liquidation of assets. Rates
paid on preferred stock are reset every seven days and are based on short-term,
tax-exempt interest rates. Preferred shareholders accept these short-term rates
in exchange for low credit risk (shares of preferred stock are rated AAA by
Moody's and S&P) and high liquidity (shares of preferred stock trade at par and
are remarketed every seven days).

The proceeds from the sale of preferred stock are invested at intermediate- and
long-term tax-exempt rates. Because these intermediate- and long-term rates are
normally higher than the short-term rates paid on preferred stock, common
shareholders benefit by receiving higher dividends and/or an increase to the
dividend reserve. However, the risk of having preferred stock is that if short-
term rates rise higher than intermediate- and long-term rates, creating an
inverted yield curve, common shareholders may receive a lower rate of return
than if their fund did not have any preferred stock outstanding. An inverted
yield curve happens infrequently, and historically has been short term in
nature.

Investors should be aware that the issuance of preferred stock results in the
leveraging of common stock which increases the volatility of both the net asset
value of the fund and the market value of shares of common stock.


WE BELIEVE THE FUND IS POSITIONED APPROPRIATELY FOR THE COMING MONTHS. There is
uncertainty in the market about inflation and the direction of the economy. With
that outlook, we have positioned the fund more defensively, and we believe it
will perform competitively. We don't anticipate making any immediate changes in
strategy; however, we will continue to look for opportunities to increase the
fund's yield, without compromising its credit quality.

Thank you for investing in Minnesota Municipal Income Portfolio. We consider it
a privilege to manage your investment and help you achieve your financial goals.

Sincerely,

/s/ Douglas J. White
- ------------------------------
Douglas J. White
Portfolio Manager


/s/ Ronald R. Reuss
- ------------------------------
Ronald R. Reuss
Portfolio Manager


                                        5
<PAGE>
- --------------------------------------------------------------------------------
                        FINANCIAL STATEMENTS (Unaudited)
 
STATEMENT OF ASSETS AND LIABILITIES
JULY 31, 1996
 
<TABLE>
<S>                                                           <C>
ASSETS:
  Investments in securities at market value* (note 2) .... $     85,481,603
  Cash in bank on demand deposit ...........................        104,627
  Accrued interest receivable ..............................      1,884,994
                                                              ----------------
      Total assets .........................................     87,471,224
                                                              ----------------
 
LIABILITIES:
  Preferred stock dividends payable (note 3) ...............         13,156
  Accrued investment management fee ........................         25,600
  Accrued remarketing agent fee ............................         14,252
  Accrued administrative fee ...............................         10,971
  Other accrued expenses ...................................         14,628
                                                              ----------------
      Total liabilities ....................................         78,607
                                                              ----------------
 
Net assets applicable to outstanding capital stock ....... $     87,392,617
                                                              ----------------
                                                              ----------------
 
REPRESENTED BY:
  Preferred stock - authorized 1 million shares of $25,000
    liquidation preference per share; outstanding, 1,244
    shares (note 3) ...................................... $     31,100,000
                                                              ----------------
  Common stock - authorized 200 million shares of $0.01 par
    value; outstanding, 4,146,743 shares ...................         41,467
  Additional paid-in capital ...............................     58,005,239
  Undistributed net investment income ......................        360,425
  Accumulated net realized loss on investments .............     (3,342,234)
  Unrealized appreciation of investments ...................      1,227,720
                                                              ----------------
      Total - representing net assets applicable to
        outstanding common stock ...........................     56,292,617
                                                              ----------------
      Total net assets ................................... $     87,392,617
                                                              ----------------
                                                              ----------------
 
Net asset value per share of outstanding common stock (net
  assets divided by 4,146,743 shares of common stock
  outstanding) ........................................... $          13.58
                                                              ----------------
                                                              ----------------
 
* Investments in securities at identified cost ........... $     84,253,883
                                                              ----------------
                                                              ----------------
</TABLE>
 
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
 
                                        6

<PAGE>
- --------------------------------------------------------------------------------
                        FINANCIAL STATEMENTS (UNAUDITED)
 
STATEMENT OF OPERATIONS
FOR THE SIX MONTHS ENDED JULY 31, 1996
 
<TABLE>
<S>                                                           <C>
INCOME:
  Interest ............................................... $      2,595,016
                                                              ----------------
 
EXPENSES (NOTE 5):
  Investment management fee ................................        151,480
  Administrative fee .......................................         64,920
  Remarketing agent fee ....................................         39,306
  Custodian, accounting and transfer agent fees ............         31,717
  Reports to shareholders ..................................         19,724
  Directors' fees ..........................................          5,766
  Audit and legal fees .....................................         21,580
  Other expenses ...........................................          9,899
                                                              ----------------
      Total expenses .......................................        344,392
  Less expenses paid indirectly ............................         (2,126)
                                                              ----------------
      Total net expenses ...................................        342,266
                                                              ----------------
 
      Net investment income ................................      2,252,750
                                                              ----------------
 
NET REALIZED AND UNREALIZED GAINS (LOSSES) ON INVESTMENTS:
  Net realized loss on investments (note 4) ................       (234,475)
  Net change in unrealized appreciation or depreciation of
    investments ............................................     (2,992,601)
                                                              ----------------
    Net loss on investments ................................     (3,227,076)
                                                              ----------------
 
      Net decrease in net assets resulting from
        operations ....................................... $       (974,326)
                                                              ----------------
                                                              ----------------
</TABLE>
 
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
 
                                        7

<PAGE>
- --------------------------------------------------------------------------------
                              FINANCIAL STATEMENTS
 
STATEMENTS OF CHANGES IN NET ASSETS
 
<TABLE>
<CAPTION>
 
                                                              Six Months Ended
                                                                  7/31/96           Year Ended
                                                                (Unaudited)          1/31/96
                                                              ----------------   ----------------
<S>                                                           <C>                <C>
OPERATIONS:
  Net investment income .................................. $      2,252,750          4,379,601
  Net realized loss on investments .........................       (234,475)           (55,046)
  Net change in unrealized appreciation or depreciation of
    investments ............................................     (2,992,601)        10,022,798
                                                              ----------------   ----------------
 
    Net increase (decrease) in net assets resulting from
      operations ...........................................       (974,326)        14,347,353
                                                              ----------------   ----------------
 
DISTRIBUTIONS TO SHAREHOLDERS:
  From net investment income:
    Common stock dividends .................................     (1,570,577)        (3,404,195)
    Preferred stock dividends ..............................       (523,494)        (1,158,999)
                                                              ----------------   ----------------
      Total distributions ..................................     (2,094,071)        (4,563,194)
                                                              ----------------   ----------------
 
CAPITAL SHARE TRANSACTIONS:
  Payments for retirement of 9,500 shares (note 7) .........             --           (117,838)
                                                              ----------------   ----------------
    Increase (decrease) in net assets from capital share
      transactions .........................................             --           (117,838)
                                                              ----------------   ----------------
      Total increase (decrease) in net assets ..............     (3,068,397)         9,666,321
 
Net assets at beginning of period ..........................     90,461,014         80,794,693
                                                              ----------------   ----------------
 
Net assets at end of period .............................. $     87,392,617         90,461,014
                                                              ----------------   ----------------
                                                              ----------------   ----------------
 
Undistributed net investment income ...................... $        360,425            201,746
                                                              ----------------   ----------------
                                                              ----------------   ----------------
</TABLE>
 
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.

                                        8

<PAGE>
- --------------------------------------------------------------------------------
                   NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
 
(1) ORGANIZATION
                Minnesota Municipal Income Portfolio Inc. (the fund) is
                registered under the Investment Company Act of 1940 (as amended)
                as a non-diversified, closed-end investment management company.
                The fund invests in a wide range of Minnesota municipal
                securities rated investment grade or of comparable quality when
                purchased. These securities may include municipal derivative
                securities, such as inverse floating rate and inverse
                interest-only municipal securities. Fund shares are listed on
                the American Stock Exchange under the symbol MXA.
 
(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES INVESTMENTS IN SECURITIES
                The values of fixed income securities are determined using
                pricing services or prices quoted by independent brokers.
                Exchange-listed options are valued at the last sales price, and
                open financial futures contracts are valued at the last
                settlement price. When market quotations are not readily
                available, securities are valued at fair value according to
                methods selected in good faith by the board of directors.
                Short-term securities with maturities of 60 days or less are
                valued at amortized cost which approximates market value.
 
                Securities transactions are accounted for on the date the
                securities are purchased or sold. Realized gains and losses are
                calculated on the identified-cost basis. Interest income,
                including amortization of bond discount and premium computed on
                a level-yield basis, is accrued daily.
 
                The fund concentrates its investments in Minnesota and,
                therefore, may have more credit risks related to the economic
                conditions of Minnesota than a portfolio with a broader
                geographical diversification.
 
                FUTURES TRANSACTIONS
                In order to gain exposure to or protect against changes in the
                market, the fund may buy and sell financial futures contracts
                and related options. Risks of entering into futures contracts
                and related options include the possibility there may be an
                illiquid market and that a change in the value of the contract
                or option may not correlate with changes in the value of the
                underlying securities.
 
                Upon entering into a futures contract, the fund is required to
                deposit either cash or securities in an amount (initial margin)
                equal to a
 

                                        9

<PAGE>
- --------------------------------------------------------------------------------
                   NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
                certain percentage of the contract value. Subsequent payments
                (variation margin) are made or received by the fund each day.
                The variation margin payments are equal to the daily changes in
                the contract value and are recorded as unrealized gains and
                losses. The fund recognizes a realized gain or loss when the
                contract is closed or expires.
 
                SECURITIES PURCHASED ON A WHEN-ISSUED BASIS
                Delivery and payment for securities that have been purchased by
                the fund on a forward-commitment or when-issued basis can take
                place a month or more after the transaction date. During this
                period, such securities do not earn interest, are subject to
                market fluctuation and may increase or decrease in value prior
                to their delivery. The fund maintains, in a segregated account
                with its custodian, assets with a market value equal to the
                amount of its purchase commitments. The purchase of securities
                on a when-issued or forward-commitment basis may increase the
                volatility of the fund's net asset value if the fund makes such
                purchases while remaining substantially fully invested. As of
                July 31, 1996, the fund had no outstanding when-issued or
                forward commitments.
 
                FEDERAL TAXES
                The fund intends to comply with the requirements of the Internal
                Revenue Code applicable to regulated investment companies and
                not be subject to federal income tax. Therefore, no income tax
                provision is required. In addition, on a calendar-year basis,
                the fund will distribute substantially all of its taxable net
                investment income and realized gains, if any, to avoid the
                payment of any federal excise taxes.
 
                Net investment income and net realized gains (losses) may differ
                for financial statement and tax purposes primarily because of
                market discount amortization.
 
                The character of distributions made during the year from net
                investment income or net realized gains may differ from its
                ultimate characterization for federal income tax purposes. In
                addition, due to the timing of dividend distributions, the
                fiscal year in which amounts are distributed may differ from the
                year that the income or realized gains (losses) were recorded by
                the fund.
 
                                       10

<PAGE>
- --------------------------------------------------------------------------------
                   NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
 
                DISTRIBUTIONS TO SHAREHOLDERS
                Distributions from net investment income are made monthly for
                common shareholders and weekly for preferred shareholders.
                Common stock distributions are recorded as of the close of
                business on the ex-dividend date and preferred stock dividends
                are accrued daily. Realized capital gains, if any, will be
                distributed at least annually. Distributions are payable in cash
                or, for common shareholders pursuant to the fund's dividend
                reinvestment plan, reinvested in additional shares of the fund's
                common stock. Under the plan, common shares will be purchased in
                the open market.
 
                USE OF ESTIMATES
                The preparation of financial statements in conformity with
                generally accepted accounting principles requires management to
                make estimates and assumptions that affect the reported amounts
                in the financial statements.
 
(3) REMARKETED PREFERRED STOCK
                Minnesota Municipal Income Portfolio has issued and, as of July
                31, 1996, has outstanding 1,244 shares of remarketed preferred
                stock (622 shares in class "M" and 622 shares in class "W") (RP)
                with a liquidation preference of $25,000 per share. The dividend
                rate on the RP is adjusted every seven days (on Mondays for
                class "M" and on Wednesdays for class "W"), as determined by the
                remarketing agent. On July 31, 1996, the dividend rates were
                3.40% and 3.44% for class "M" and "W," respectively.
 
                RP is a registered trademark of Merrill Lynch & Company.
 
(4) INVESTMENT SECURITY TRANSACTIONS
                Cost of purchases and proceeds from sales of securities, other
                than temporary investments in short-term securities, for the six
                months ended July 31, 1996 aggregated $4,357,067 and $5,483,238,
                respectively.
 
                For the six months ended July 31, 1996, no brokerage commissions
                were paid to Piper Jaffray Inc., an affiliated broker.
 
                                       11
<PAGE>
- --------------------------------------------------------------------------------
                   NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
 
(5) EXPENSES
                The fund has entered into the following agreements with Piper
                Capital Management Incorporated (the adviser and administrator):
 
                The investment advisory agreement provides the adviser with a
                monthly investment management fee equal to an annual rate of
                0.35% of the fund's average weekly net assets (computed by
                subtracting liabilities, which exclude preferred stock, from the
                value of the total assets of the fund). For its fee, the adviser
                provides investment advice and conducts the management and
                investment activities of the fund.
 
                The administration agreement provides the administrator with a
                monthly fee in an amount equal to an annual rate of 0.15% of the
                fund's average weekly net assets (computed by subtracting
                liabilities, which exclude preferred stock, from the value of
                the total assets of the fund). For its fee, the administrator
                provides certain reporting, regulatory and record-keeping
                services for the fund.
 
                The fund has entered into a remarketing agent agreement with
                Merrill Lynch, Pierce, Fenner & Smith (the remarketing agent).
                The remarketing agreement provides the remarketing agent with a
                monthly fee in an amount equal to an annual rate of 0.25% of the
                fund's average amount of RP outstanding. For its fee, the
                remarketing agent will remarket shares of RP tendered to it on
                behalf of shareholders and will determine the applicable
                dividend rate for each seven-day dividend period.
 
                In addition to the investment management, administrative and
                remarketing agent fees, the fund is responsible for paying most
                other operating expenses including: outside directors' fees and
                expenses; custodian fees; registration fees; printing and
                shareholder reports; transfer agent fees and expenses; legal,
                auditing and accounting services; insurance; interest; taxes and
                other miscellaneous expenses.
 
                Expenses paid indirectly represent a reduction of custodian fees
                for earnings on cash balances maintained by the fund.
 
(6) CAPITAL LOSS CARRYOVER
                For federal income tax purposes, the fund had a capital loss
                carryover of $3,107,759 as of July 31,1996, which, if not offset
                by subsequent capital gains, will expire in the years 2002
                through 2004.
 
                                       12
<PAGE>
- --------------------------------------------------------------------------------
                   NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
                It is unlikely the board of directors will authorize a
                distribution of any net realized capital gains until the
                available capital loss carryover has been offset or expires.
 
(7) RETIREMENT OF FUND SHARES
                The fund's board of directors voted to discontinue the share
                repurchase program effective February 6, 1996. Pursuant to the
                plan, the fund has cumulatively repurchased and retired 19,500
                shares as of July 31, 1996, which represents 0.5% of the shares
                originally issued.
 
                                       13
<PAGE>
- --------------------------------------------------------------------------------
                         NOTES TO FINANCIAL STATEMENTS
 
(8) FINANCIAL HIGHLIGHTS
                Per-share data for a share of capital stock outstanding
                throughout each period and selected information for each period
                are as follows:
 
MINNESOTA MUNICIPAL INCOME PORTFOLIO
 
<TABLE>
<CAPTION>
                                                   Six
                                                 months       Year ended January
                                                  ended              31,              Period
                                                 7/31/96     --------------------      ended
                                                 (Unaudited)  1996         1995       1/31/94(e)
                                                 -------     -------     --------     -------
<S>                                              <C>         <C>         <C>          <C>
Net asset value, common stock, beginning of
  period ....................................    $14.32       11.96        14.67       14.13
                                                 -------     -------     --------     -------
Operations:
  Net investment income .....................      0.54        1.06         1.09        0.55
  Net realized and unrealized gains (losses)
    on investments ..........................     (0.77)       2.40        (2.74)       0.63
                                                 -------     -------     --------     -------
    Total from operations ...................     (0.23)       3.46        (1.65)       1.18
                                                 -------     -------     --------     -------
Distributions to shareholders from net
  investment income:
  Paid to common shareholders ...............     (0.38)      (0.82)       (0.83)      (0.42)
  Paid to preferred shareholders ............     (0.13)      (0.28)       (0.23)      (0.08)
                                                 -------     -------     --------     -------
    Total distributions to shareholders .....     (0.51)      (1.10)       (1.06)      (0.50)
                                                 -------     -------     --------     -------
Offering costs and underwriting discounts
  associated with the remarketed preferred
  stock .....................................        --          --           --       (0.14)
                                                 -------     -------     --------     -------
Net asset value, common stock, end of
  period .................................. $     13.58       14.32        11.96       14.67
                                                 -------     -------     --------     -------
                                                 -------     -------     --------     -------
Market value, common stock, end of
  period .................................. $     11.88       12.88        11.88       15.50
                                                 -------     -------     --------     -------
                                                 -------     -------     --------     -------
SELECTED INFORMATION
Total return, common stock, net asset value
  (a) .......................................     (2.48)%     27.27%      (12.69)%      6.86%
Total return, common stock, market value
  (b) .......................................     (4.93)%     15.74%      (18.11)%      6.18%
Net assets at end of period (in
  millions) ............................... $        87          90           81          92
Ratio of expenses to average weekly net
  assets (c) ................................      0.80%(f)    0.82%        0.79%       0.69%(f)
Ratio of net investment income to average
  weekly net assets .........................      5.21%(f)    5.06%        5.54%       4.66%(f)
Portfolio turnover rate (excluding short-term
  securities) ...............................         5%         13%          49%         55%
Remarketed preferred stock outstanding end of
  period (in millions) .................... $        31          31           31          31
Asset coverage ratio (d) ....................       281%        291%         260%        296%
</TABLE>
 
(a)  BASED ON THE CHANGE IN NET ASSET VALUE OF A COMMON SHARE DURING THE PERIOD
     AND ASSUMES REINVESTMENT OF DISTRIBUTIONS AT NET ASSET VALUE.
(b)  BASED ON THE CHANGE IN MARKET PRICE OF A COMMON SHARE DURING THE PERIOD AND
     ASSUMES REINVESTMENT OF DISTRIBUTIONS AT ACTUAL PRICES PURSUANT TO THE
     FUND'S REINVESTMENT PLAN.
(c)  BEGINNING IN FISCAL 1996, THE EXPENSE RATIOS REFLECT THE EFFECT OF GROSS
     EXPENSES PAID INDIRECTLY BY THE FUND. PRIOR PERIOD EXPENSE RATIOS HAVE NOT
     BEEN ADJUSTED.
(d)  REPRESENTS TOTAL NET ASSETS DIVIDED BY REMARKETED PREFERRED STOCK.
(e)  COMMENCEMENT OF OPERATIONS WAS JUNE 25, 1993.
(f)  ADJUSTED TO AN ANNUAL BASIS.
 
                                       14


<PAGE>
- --------------------------------------------------------------------------------
                      INVESTMENTS IN SECURITIES (Unaudited)
 
MINNESOTA MUNICIPAL INCOME PORTFOLIO
JULY 31, 1996
 
<TABLE>
<CAPTION>
                                                           Principal         Market
Name of Issuer                                               Amount         Value (a)
- ---------------------------------------------------------  ----------      -----------
<S>                                                        <C>             <C>
(PERCENTAGES OF EACH INVESTMENT CATEGORY RELATE TO TOTAL NET ASSETS)
 
MUNICIPAL LONG-TERM SECURITIES (96.3%):
MUNICIPAL BONDS (85.9%)
 Education Revenue (6.2%):
  Higher Education Facility-Carleton College, 5.75%,
   11/1/12 ............................................ $   2,000,000        2,030,360
  Higher Education Facility-Macalester College,
   5.50%-5.55%, 3/1/12-3/1/16 ...........................     500,000          489,313
  Higher Education Facility-St. Benedict College,
   6.20%-6.38%, 3/1/14-3/1/20 ...........................   1,050,000        1,062,098
  Higher Education Facility-St. Mary's College,
   6.10%-6.15%, 10/1/16-10/1/23 .........................   1,400,000        1,401,127
  Higher Education Facility-St. Thomas University,
   5.50%-5.60%, 9/1/08-9/1/14 ...........................     430,000          420,743
                                                                           -----------
                                                                             5,403,641
                                                                           -----------
 
 Electric Revenue (4.9%):
  Northern Municipal Power, 5.50%, 1/1/18 ...............     400,000          392,336
  Southern Municipal Power Agency, 4.75%-5.75%,
   1/1/12-7/1/16 ........................................   4,205,000        3,858,967
                                                                           -----------
                                                                             4,251,303
                                                                           -----------
 
 General Obligations (29.2%):
  Anoka County, 6.10%, 6/1/13 ...........................     500,000          504,875
  Burnsville Independent School District, 4.88%,
   2/1/13 ...............................................   2,000,000        1,824,040
  Chaska Independent School District, 6.00%, 2/1/15 .....   2,725,000        2,791,354
  Elk River Independent School District, 5.20%,
   2/1/17 ...............................................   2,500,000        2,308,800
  Hawley Independent School District, 5.75%, 2/1/17 .....   1,000,000          997,020
  Minneapolis General Obligation, 5.20%, 3/1/13 .........   1,000,000          966,220
  North Branch Independent School District, 5.63%,
   2/1/17 ...............................................   1,000,000          998,790
  Richfield School District, 5.35%, 2/1/15 ..............   4,000,000        3,850,080
  Rosemount General Obligation, 5.75%, 4/1/13 ...........   1,000,000        1,008,390
  Roseville Independent School District, 5.85%-6.00%,
   2/1/19-2/1/24                                            1,500,000        1,518,635
  St. Paul Port Authority, 5.13%, 3/1/24 ................   2,000,000        1,824,160
  State General Obligation, 5.40%, 8/1/12 ...............   7,000,000        6,947,430
                                                                           -----------
                                                                            25,539,794
                                                                           -----------
 
 Health Service/HMO's (2.8%):
  Brainerd Health Care Facility, 6.00%, 2/15/12 .........   1,060,000        1,084,825
  Duluth Clinic Health Care Facilities, 6.30%,
   11/1/22 ..............................................     500,000          525,394
</TABLE>
 
SEE ACCOMPANYING NOTES TO INVESTMENTS IN SECURITIES.

                                       15
<PAGE>
- --------------------------------------------------------------------------------
                      INVESTMENTS IN SECURITIES (UNAUDITED)
 
MINNESOTA MUNICIPAL INCOME PORTFOLIO
(CONTINUED)
 
<TABLE>
<CAPTION>
                                                           Principal         Market
Name of Issuer                                               Amount         Value (a)
- ---------------------------------------------------------  ----------      -----------
<S>                                                        <C>             <C>
  Minneapolis and St. Paul, Health One Obligated Group,
   5.50%, 8/15/25 ..................................... $     835,000          794,937
                                                                           -----------
                                                                             2,405,156
                                                                           -----------
 
 Hospital Revenue (14.7%):
  Duluth Health Facility-Benedictine Health System,
   6.00%, 2/15/12                                           2,800,000        2,850,400
  Fergus Falls Health Care-Lake Region Hospital, 6.50%,
   9/1/18 ...............................................   1,000,000        1,009,480
  Minneapolis Health Care-Fairview Hospital, 5.25%,
   11/15/13-11/15/19 ....................................   1,050,000          979,830
  Red Wing Health Care Facility-River Region, 6.50%,
   9/1/22 ...............................................   1,000,000        1,010,230
  Robbinsdale Hospital Revenue, 5.55%, 5/15/19 ..........   1,000,000          955,740
  St. Paul Housing Redevelopment Authority-Healtheast
   Project, 6.63%, 11/1/17 ..............................   6,000,000        6,016,020
                                                                           -----------
                                                                            12,821,700
                                                                           -----------
 
 Housing Revenue (16.8%):
  Brooklyn Center, Ponds Family Housing Project, 5.90%,
   1/1/20 ...............................................   1,050,000        1,003,811
  Burnsville, Summit Park Apartments, 5.75%, 7/1/11 .....   1,000,000          993,030
  Coon Rapids, Multifamily Development-Woodland Apts.,
   5.63%, 12/1/09 .......................................   3,440,000        3,431,710
  Minneapolis and St. Paul Health Care System-Healthspan,
   4.75%, 11/15/18 ......................................   1,500,000        1,285,020
  Minneapolis and St. Paul, Housing and Redevelopment
   Authority Childrens Health Care, 5.70%, 8/15/16 ......     500,000          496,155
  New Hope, Multifamily Housing Project, 6.05%,
   1/1/17 ...............................................     450,000          453,294
  St. Louis Park, Multifamily Housing Project, 6.15%,
   12/1/16 ..............................................     500,000          501,565
  State Housing and Finance Agency, Series E,
   5.70%-6.10%, 8/1/07-8/1/22 ...........................   2,370,000        2,375,595
  State Housing and Finance Agency, Series F, 6.30%,
   7/1/25 ...............................................     750,000          759,503
  State Housing and Finance Agency, Single Family
   Housing, 5.95%, 1/1/17 ...............................   3,415,000        3,386,929
                                                                           -----------
                                                                            14,686,612
                                                                           -----------
 
 IDR - Miscellaneous Projects (0.3%):
  Duluth Seaway Port Authority, Cargill Inc. Project,
   5.75%, 12/1/16                                             300,000(e)       296,115
                                                                           -----------
 
 Leasing Revenue (2.4%):
  Benton County Jail Facility, 5.70%, 2/1/13-2/1/16 .....     900,000          901,032
  Waconia Housing Redevelopment Authority-Public Project,
   5.70%-5.75%, 1/1/10-1/1/15 ...........................   1,240,000        1,212,626
                                                                           -----------
                                                                             2,113,658
                                                                           -----------
</TABLE>
 
SEE ACCOMPANYING NOTES TO INVESTMENTS IN SECURITIES.
 
                                       16

<PAGE>
- --------------------------------------------------------------------------------
                      INVESTMENTS IN SECURITIES (UNAUDITED)
 
MINNESOTA MUNICIPAL INCOME PORTFOLIO
(CONTINUED)
 
<TABLE>
<CAPTION>
                                                           Principal         Market
Name of Issuer                                               Amount         Value (a)
- ---------------------------------------------------------  ----------      -----------
<S>                                                        <C>             <C>
 Multiple Utility Revenue (2.9%):
  Owatonna Public Utility Revenue, 5.45%, 1/1/16 ...... $   2,600,000        2,517,008
                                                                           -----------
 
 Nursing Home Revenue (3.4%):
  Red Wing Elderly Housing-River Region, 6.50%,
   9/1/22 ...............................................   1,500,000        1,515,345
  Waconia Housing Redevelopment Authority, 6.00%,
   6/1/14 ...............................................   1,500,000        1,489,320
                                                                           -----------
                                                                             3,004,665
                                                                           -----------
 
 Sales Tax Revenue (2.3%):
  Minneapolis Convention Center Facilities, 5.40%,
   4/1/12 ...............................................   2,000,000        1,987,100
                                                                           -----------
 
   Total Municipal Bonds
    (cost: $74,647,038)  ................................                   75,026,752
                                                                           -----------
 
MUNICIPAL DERIVATIVE SECURITIES (10.4%) (F):
  Breckenridge Health Care Series J-2, inverse floater,
   6.91%, 11/15/13 ......................................   1,525,000(c)     1,313,406
  Duluth Health Facility-Benedictine Health System Series
   E-2, inverse floater, 8.94%, 2/15/12 .................     925,000(c)       960,844
  Minneapolis General Obligation Residual Trust Series
   A-5, inverse interest-only, 17.99%, 3/1/13 ...........          --(b)     1,284,635
  Minneapolis Municipal Trust 1993-A, floating rate trust
   certificates, 3.90%, 3/1/13 ..........................   2,900,000(d)     2,900,000
  Osseo Independent School District, inverse floater,
   7.92%, 2/1/13 ........................................     740,000(c)       742,775
  Osseo Independent School District, inverse floater,
   7.93%, 2/1/14 ........................................     775,000(c)       769,188
  Rochester Health Care, inverse floater, 8.67%,
   11/15/10 .............................................     740,000(c)       788,100
  State Housing and Finance Agency, inverse
   interest-only, 14.72%, 2/1/15 ........................          --(b)       295,903
                                                                           -----------
 
   Total Municipal Derivative Securities
    (cost: $8,206,845)  .................................                    9,054,851
                                                                           -----------
 
   Total Municipal Long-Term Securities
    (cost: $82,853,883)  ................................                   84,081,603
                                                                           -----------
 
MUNICIPAL SHORT-TERM SECURITIES (1.6%):
  Minneapolis International Centre, 3.55%, 9/1/13
   (cost: $1,400,000) ...................................   1,400,000(e)     1,400,000
                                                                           -----------
 
   Total Investments in Securities
    (cost: $84,253,883) (g) ........................... $                   85,481,603
                                                                           -----------
                                                                           -----------
</TABLE>
 
SEE ACCOMPANYING NOTES TO INVESTMENTS IN SECURITIES.

                                       17
 
<PAGE>
- --------------------------------------------------------------------------------
                      INVESTMENTS IN SECURITIES (UNAUDITED)
<TABLE>
<S>                                                        <C>             <C>
NOTES TO INVESTMENTS IN SECURITIES:
(a)  SECURITIES ARE VALUED IN ACCORDANCE WITH PROCEDURES DESCRIBED IN NOTE 2 TO
     THE FINANCIAL STATEMENTS.
(b)  INVERSE INTEREST-ONLY - REPRESENTS SECURITIES THAT ENTITLE HOLDERS TO
     RECEIVE ONLY INTEREST PAYMENTS. INTEREST IS PAID AT A RATE THAT INCREASES
     (DECREASES) WITH A DECLINE (INCREASE) IN THE MARKET RATE PAID ON A RELATED,
     FLOATING RATE SECURITY. INTEREST RATE REPRESENTS YIELD BASED UPON CURRENT
     INCOME AND COST BASIS.
(c)  INVERSE FLOATER - REPRESENTS SECURITIES THAT PAY INTEREST AT RATES THAT
     INCREASE (DECREASE) IN THE SAME MAGNITUDE AS, OR IN A MULTIPLE OF, A
     DECLINE (INCREASE) IN THE MARKET RATE PAID ON A RELATED, FLOATING RATE
     SECURITY. INTEREST RATES DISCLOSED ARE IN EFFECT ON JULY 31, 1996.
(d)  VARIABLE RATE NOTE. INTEREST RATE VARIES TO REFLECT CURRENT MARKET
     CONDITIONS; RATE SHOWN IN THE EFFECTIVE RATE ON JULY 31, 1996.
(e)  VARIABLE RATE DEMAND NOTE. INTEREST RATE VARIES TO REFLECT CURRENT MARKET
     CONDITIONS; RATE SHOWN IS THE EFFECTIVE RATE ON JULY 31, 1996. THE MATURITY
     DATE SHOWN REPRESENTS FINAL MATURITY.
(f)  SECURITIES SOLD WITHIN THE TERMS OF A PRIVATE PLACEMENT MEMORANDUM AND MAY
     BE SOLD ONLY TO DEALERS IN THAT PROGRAM OR OTHER ACCREDITED INVESTORS.
(g)  ALSO APPROXIMATES COST FOR FEDERAL INCOME TAX PURPOSES. THE AGGREGATE GROSS
     UNREALIZED APPRECIATION AND DEPRECIATION OF INVESTMENTS IN SECURITIES BASED
     ON THIS COST WERE AS FOLLOWS:
</TABLE>
 
<TABLE>
      <S>                                   <C>
      GROSS UNREALIZED APPRECIATION .... $    2,013,090
      GROSS UNREALIZED DEPRECIATION ......     (785,370)
                                            -----------
        NET UNREALIZED APPRECIATION .... $    1,227,720
                                            -----------
                                            -----------
</TABLE>

                                       18

<PAGE>
- --------------------------------------------------------------------------------
                             DIRECTORS AND OFFICERS
 
DIRECTORS           David T. Bennett, CHAIRMAN, HIGHLAND HOMES, INC.,
                        USL PRODUCTS, INC., KIEFER BUILT, INC., OF
                        COUNSEL, GRAY, PLANT, MOOTY, MOOTY & BENNETT,
                        P.A.
                    Jaye F. Dyer, PRESIDENT, DYER MANAGEMENT COMPANY
                    William H. Ellis, PRESIDENT, PIPER JAFFRAY
                        COMPANIES INC., PIPER CAPITAL MANAGEMENT
                        INCORPORATED
                    Karol D. Emmerich, PRESIDENT, THE PARACLETE GROUP
                    Luella G. Goldberg, DIRECTOR, TCF FINANCIAL,
                        RELIASTAR FINANCIAL CORP., HORMEL FOODS CORP.
                    George Latimer, CHIEF EXECUTIVE OFFICER, NATIONAL
                        EQUITY FUNDS
 
OFFICERS            William H. Ellis, CHAIRMAN OF THE BOARD
                    Paul A. Dow, PRESIDENT
                    Robert H. Nelson, SENIOR VICE PRESIDENT AND
                        TREASURER
                    Susan S. Miley, SECRETARY
 
INVESTMENT          Piper Capital Management Incorporated
ADVISER             222 SOUTH NINTH STREET, MINNEAPOLIS, MN 55402-3804
 
CUSTODIAN AND       Investors Fiduciary Trust Company
TRANSFER AGENT      127 WEST 10TH STREET, KANSAS CITY, MO 64105-1716
 
LEGAL COUNSEL       Dorsey & Whitney LLP
                    220 SOUTH SIXTH STREET, MINNEAPOLIS, MN 55402
 
                                       19
<PAGE>


PIPER CAPITAL MANAGEMENT                                             Bulk Rate
                                                                   U.S. Postage
                                                                        PAID
PIPER CAPITAL MANAGEMENT INCORPORATED                            Permit No. 3008
222 SOUTH NINTH STREET                                               Mnpls., MN
MINNEAPOLIS, MN  55402-3804

[RECYCLED GRAPHIC]
THIS DOCUMENT IS PRINTED ON PAPER MADE FROM
100% TOTAL RECOVERED FIBER, INCLUDING 15% POST-CONSUMER WASTE.

In an effort to reduce costs to our shareholders, we have
implemented a process to reduce duplicate mailings of
the fund's shareholder reports. This householding
process should allow us to mail one report to each
address where one or more registered shareholders with
the same last name reside. If you would like to have
additional reports mailed to your address, please call our
Mutual Fund Services Department at 1 800 866-7778.

Piper Capital Management
Attn: Communications Department
222 South Ninth Street
Minneapolis, MN  55402-3804


#21410  9/1996  191-96



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