LEHMAN BROTHERS FUNDS INC
N-30D, 1996-10-03
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                           LEHMAN BROTHERS FUNDS, INC.

                                  DAILY INCOME
                                      FUND

                                MUNICIPAL INCOME
                                      FUND

                               NEW YORK MUNICIPAL
                                MONEY MARKET FUND


                                     ANNUAL
                                     REPORT
                                  July 31, 1996

                                 LEHMAN BROTHERS









<TABLE>
<CAPTION>
                           Lehman Brothers Funds, Inc.

                                                                            PAGE
                                                                            ----
<S>                                                                          <C>
Shareholder Letter                                                            1
Daily Income Fund:
  Portfolio Highlights                                                        4
  Portfolio of Investments                                                    5
Municipal Income Fund:
  Portfolio Highlights                                                        8
  Portfolio of Investments                                                    9
New York Municipal Money Market Fund:
  Portfolio Highlights                                                       21
  Portfolio of Investments                                                   22
Statements of Assets and Liabilities                                         27
Statements of Operations                                                     29
Statements of Changes in Net Assets                                          30
Financial Highlights:
  Daily Income Fund:
   Select Shares                                                             32
   CDSC Shares                                                               33
  Municipal Income Fund:
   Select Shares                                                             34
   CDSC Shares                                                               35
  New York Municipal Money Market Fund:
   Select Shares                                                             36
Notes to Financial Statements                                                37
Report of Ernst & Young LLP, Independent Auditors                            44
Tax Information                                                              45
</TABLE>

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

THIS REPORT IS FOR THE GENERAL  INFORMATION OF THE  SHAREHOLDERS OF DAILY INCOME
FUND, MUNICIPAL INCOME FUND AND NEW YORK MUNICIPAL MONEY MARKET FUND. ITS USE IN
CONNECTION  WITH  ANY  OFFERING  OF THE  FUNDS'  SHARES  IS  AUTHORIZED  ONLY IF
ACCOMPANIED OR PRECEDED BY THE RELEVANT FUND'S CURRENT PROSPECTUS.






DEAR SHAREHOLDER:

    We are pleased to present the Annual Report for Lehman Brothers Funds,  Inc.
(the  "Company")  for the fiscal year ended July 31,  1996.  This Annual  Report
includes information on the Company's three investment portfolios:

                    * Daily Income Fund
                    * Municipal Income Fund
                    * New York Municipal Money Market Fund

DAILY INCOME FUND

    Investment  Objective:  Daily  Income Fund is designed to provide  investors
with as high a level of  current  income  as is  consistent  with  stability  of
principal.  The Fund invests in a portfolio  consisting of a broad range of U.S.
dollar-denominated  short-term  instruments,  including U.S. government and U.S.
and non-U.S. bank and commercial  obligations and repurchase agreements relating
to such obligations.

    Performance:  The Fund's 7-day and 30-day yields on July 31, 1996 were 4.65%
and 4.64%, respectively.

MUNICIPAL INCOME FUND

    Investment Objective: Municipal Income Fund is designed to provide investors
with as high a level of current  income  exempt  from  federal  income tax as is
consistent with stability of principal.  The Fund invests  substantially  all of
its  assets  in  short-term  tax-exempt  obligations  issued  by state and local
governments and their agencies and certain other tax-exempt securities.

    Performance:  The Fund's 7-day and 30-day yields on July 31, 1996 were 2.92%
and 2.60%,  respectively.  On a tax-equivalent yield basis, the Fund's 7-day and
30-day yields were 4.79% and 4.26%,  respectively,  for investors in the 39% tax
bracket.

NEW YORK MUNICIPAL MONEY MARKET FUND

    Investment  Objective:  New York Municipal  Money Market Fund is designed to
provide  investors  with as high a level of current  income  exempt from federal
income tax and from New York State and New York City personal income taxes as is
consistent with stability of principal.  The Fund invests  substantially  all of
its assets in short-term tax-exempt obligations issued by New York State and its
local  governments and their agencies and certain other  tax-exempt  securities.
New York Municipal Money Market Fund commenced operations on November 6, 1995.

    Performance:  The Fund's 7-day and 30-day yields on July 31, 1996 were 2.84%
and 2.60%,  respectively.  On a tax-equivalent yield basis, the Fund's 7-day and
30-day yields were 6.17% and 5.65%,  respectively,  for investors in the 54% tax
bracket.

THE ECONOMY

    The underlying strength of the U.S. economy in the first quarter of 1996 was
extremely difficult to gauge. Early in the period, economic activity appeared to
be on the verge of recession  following a very anemic fourth  quarter of 1995 in
which Gross Domestic Product ("GDP") growth was only 0.5%.  Short-term  interest
rates trended lower as most  investors  believed that the Federal  Reserve Board
(the "Fed")  would ease  monetary  policy by reducing the target Fed funds rate,
which it did on January 31, 1996


                                                                               1





by 25 basis points,  citing  "receding  inflationary  pressures and a moderating
economic expansion."  Long-term rates, however, had begun to rise in December as
bond investors  expressed  disappointment  over  congressional  failure to reach
agreement  on balanced  budget  legislation.  As February  began,  the  economic
landscape  became less clear due to the lack of timeliness  and  reliability  of
economic  data  that was  released  in the  aftermath  of the  shutdown  of U.S.
government  operations.  Faced  with  uncertainty  as to the  strength,  or even
direction, of the economy,  anxious fixed-income investors engaged in a sell-off
in late February  after  Chairman  Greenspan  testified at the  Humphrey-Hawkins
hearings that the economy was healthier than the data would indicate.

    As March began, the most  significant  event was the release of the February
Employment  Report  which  showed a huge  increase in job  creation.  Short- and
long-term  interest rates gapped upward as investors  acknowledged a major shift
in  economic  expectations  from one of modest  growth  with low  inflation  and
declining interest rates to one which was based upon faster growth, concern over
inflation, and the possibility of a pre-emptive tightening of monetary policy by
the Fed. In April, investors were looking for the economic data flow to begin to
exhibit a clear trend that was not distorted by the government shutdown,  severe
weather,  or the General Motors strike.  As the quarter  unfolded,  a pattern of
strength became apparent in many sectors of the economy.  Consumer sentiment was
buoyed  by  strong  job  growth,  higher  income,  and the  wealth  effect  of a
spectacular stock market. This elevated consumer willingness to spend on housing
and other consumer  durables such as autos.  Increased  consumer debt also was a
factor in spurring retail sales. On the production side,  inventory levels were,
for the most part,  at desired  levels  which gave  manufacturers  the chance to
crank up  production in order to meet the new demand.  All the while,  inflation
remained  manageable,  although  slight  pressure  became  noticeable in certain
commodities and employees' wages.

    As a result of this indisputable strength, economists were obliged to revise
their estimates for GDP for the first and second quarters and the full year. The
actual first quarter GDP of 2.2% was well above early  estimates of 1.5% and the
second quarter  preliminary  rate of growth was 4.2%.  This pace, in combination
with an outlook for slower  growth in the second half of 1996,  would  translate
into an annual  rate of about 2.5% to 3.0% which we  believe  exceeds  the Fed's
target for sustainable growth without inflation.  Throughout the second quarter,
fixed-income  investors  became  convinced  that the Fed would soon adopt a more
restrictive  monetary  policy  in light of the  economic  strength  even  though
inflation  was still  below 3.0% -- the only  question  was one of timing.  As a
result of this consensus,  long-term Treasury rates rose from 6.69% on March 29,
1996 to as high as 7.20% in mid-June. A strong rally in early August brought the
rate back down to 6.68%  based  upon  weaker  July data.  The rate  subsequently
retraced to 7.00% by late August as the market resumed its Fed tightening  vigil
after new signs of strength.  The  three-month  Treasury  bill rate movement was
much more modest, rising from 5.14% to a high of 5.30% before settling back down
to 5.20%.

PORTFOLIO STRATEGY

  Taxable Fund

    Early in the  period,  the  average  maturity  of the Daily  Income Fund was
extended  modestly in line with the Fed's policy of monetary ease.  However,  as
the economy  strengthened  and the probability for a tighter policy loomed,  the
strategy was changed to


2




shorten the portfolio as much as possible in order to take advantage of expected
higher rates. In spite of the fact that the short-term yield curve is relatively
steep  from one day to one year (75 basis  points) in  anticipation  of some Fed
tightening  action, it is too early to undertake a meaningful  extension without
more  conclusive  economic  data. The targeted  average  maturity of the taxable
funds remains at 40-50 days.

  Tax-Exempt Funds

    Unlike the taxable  fixed-income  market  which was driven by  economic  and
monetary signals, the tax-exempt market was influenced more by technical factors
over the  course  of the  period  and  experienced  a high  degree  of  seasonal
volatility.  Rates began the second  quarter at seasonally  low levels due to an
infusion of cash in early April from bond coupon payments and normal maturities.
Mid-April saw a reversal as individuals  made  redemptions from tax-exempt funds
in order to make personal income tax payments. This forced fund managers to sell
some securities which pushed rates higher.  This trend was reversed in early May
as cash from May coupon payments and maturities flowed into the market and drove
rates lower once again.  By mid-May,  the cash had been fully invested and rates
rose as demand eased. The June experience was similar to that of May.

    We expected to see a gradual upward  movement of rates in July and August as
the  previously-described  note proceeds were absorbed by a growing  calendar of
re- issued notes.  These two factors created the first buying opportunity of the
third  quarter  and  we  attempted  to  take  advantage  by  extending   average
maturities.

    Looking  ahead in 1996,  we see a  continuation  of the supply  squeeze  and
anticipate a continuation of the same portfolio  strategies for both the Taxable
and Tax-Exempt Funds.


    On  September  6, 1996,  the Board of  Directors  of the Company  endorsed a
proposal  by Lehman  Brothers  Inc.  pursuant to which the shares of each of the
Funds held by  Lehman's  brokerage  clients  through  Lehman's  automated  sweep
program  will be  converted  to  shares in a  corresponding  fund  sponsored  by
Federated  Investors  having a  substantially  identical  investment  objective,
unless  otherwise  instructed  by the  client.  Under  the  proposal,  a  letter
explaining the conversions  will be mailed to  shareholders by Lehman  Brothers,
which will explain the proposal  and enclose a prospectus  of the  corresponding
Federated fund. It is anticipated  that following the  conversions,  the Company
will be  dissolved,  subject to any  required  approvals.  Federated  Investors,
founded in 1995, is a Pittsburgh-based  investment manager with over $70 billion
in assets under  management.  Federated  has been a pioneer in cash  management,
having  created the first  institutional  money  market fund in 1976.  Federated
currently  offers over 40 money market funds  managed  specifically  to meet the
varying needs of investors.

Sincerely,

/s/Andrew D. Gordon
Andrew D. Gordon
President
September 16, 1996


                                                                               3

LEHMAN BROTHERS FUNDS, INC.
Daily Income Fund

PORTFOLIO HIGHLIGHTS                                               JULY 31, 1996

                    ASSET DISTRIBUTION (BY INSTRUMENT)

                                [PIE CHART]

Repurchase Agreements and Net Other Assets and Liabilities               26.7%

Commercial Paper                                                         36.9%

Bank/Corporate Notes                                                     27.7%

U.S. Government Agency Security                                           3.3%

Promissory Notes                                                          2.7%

Certificates of Deposit                                                   2.7%



                  AVERAGE WEIGHTED MATURITY OF PORTFOLIO

                                  39 Days


4



LEHMAN BROTHERS FUNDS, INC.
Daily Income Fund

PORTFOLIO OF INVESTMENTS                                           JULY 31, 1996

  FACE                                                                  VALUE
  VALUE                                                                (NOTE 1)
- --------------------------------------------------------------------------------
COMMERCIAL PAPER -- 36.9%
                 Atlantic Asset Securitization Corporation:
$13,375,000       5.380%+ due 8/14/96                               $ 13,349,015
 15,000,000       5.400%+ due 8/15/96                                 14,968,500

 15,000,000      Clipper Receivables Corporation,
                  5.420%+ due 8/2/96                                  14,997,742

 25,800,000      CXC Inc.,
                  5.700%+ due 8/1/96                                  25,800,000

 14,827,000      Dakota,
                  5.400%+ due 8/22/96                                 14,780,295

                 Enterprise Funding Corporation:
 10,000,000       5.370%+ due 8/12/96                                  9,983,592
  8,048,000       5.330%+ due 9/17/96                                  7,991,997

                 Greenwich Funding Corporation:
 10,000,000       5.380%+ due 8/27/96                                  9,961,144
  9,490,000       5.350%+ due 8/30/96                                  9,449,102
 10,000,000       5.350%+ due 9/3/96                                   9,950,958

 10,046,000      Mont Blanc Capital Corporation,
                  5.400%+ due 8/8/96                                  10,035,452

                 Old Line Funding Corporation:
  5,000,000       5.400%+ due 8/1/96                                   5,000,000
 15,000,000       5.350%+ due 8/16/96                                 14,966,563

                 Ranger Funding Corporation:
 10,000,000       5.380%+ due 8/16/96                                  9,977,583
  5,000,000       5.420%+ due 9/11/96                                  4,969,136

 15,000,000      Sigma Finance Corporation,
                  5.430%+ due 9/16/96                                 14,895,925

 25,000,000      Spintab (AB),
                  5.360%+ due 8/22/96                                 24,921,833

 30,000,000      Svenska Handelsbanken,
                  4.920%+ due 8/1/96                                  30,000,000

 30,000,000      Windmill Funding Corporation,
                  5.370%+ due 8/21/96                                 29,910,500
                                                                      ----------

                 TOTAL COMMERCIAL PAPER (COST $275,909,337)          275,909,337
                                                                     -----------



                       SEE NOTES TO FINANCIAL STATEMENTS.

                                                                               5




LEHMAN BROTHERS FUNDS, INC.
Daily Income Fund

PORTFOLIO OF INVESTMENTS(CONTINUED)                                JULY 31, 1996

  FACE                                                                  VALUE
  VALUE                                                                (NOTE 1)
- --------------------------------------------------------------------------------
BANK/CORPORATE NOTES -- 27.7%

$25,000,000      American Express Centurion Bank, Variable Rate,
                  5.470% due 2/12/97++                              $ 24,996,259

 20,000,000      Bank of America,
                  4.900% due 2/12/97                                  19,994,843

 20,000,000      CS First Boston Corporation, Variable Rate,
                  5.570% due 1/7/97+++                                20,000,000

 18,000,000      FCC National Bank,
                  5.080% due 2/24/97                                  17,992,828

 10,000,000      First American Bank, Michigan,
                  5.130% due 11/7/96                                  10,002,826

  2,000,000      Ford Motor Credit Corporation,
                  8.000% due 10/1/96                                  2,006,697

 13,000,000      General Motors Acceptance Corporation,
                  5.250% due 12/6/96                                  13,004,730

 17,000,000      Household Credit Card Corporation, Variable Rate,
                  5.526% due 1/15/97++                                17,000,000

 20,000,000      Huntington National Bank,
                  4.900% due 2/7/97                                   19,991,616

 12,000,000      NBD Bank,
                  5.050% due 8/1/96                                   12,000,000

 20,000,000      Northern Trust Company,
                  5.070% due 2/28/97                                  20,000,000

 15,000,000      SMM Trust, 1995-D, Variable Rate,
                  5.675% due 10/28/96+++                              15,000,000

 15,000,000      SMM Trust, 1995-I, Variable Rate,
                  5.488% due 5/29/97++                                15,000,000
                                                                      ----------

                 TOTAL BANK/CORPORATE NOTES (COST $206,989,799)      206,989,799
                                                                     -----------

U.S. GOVERNMENT AGENCY SECURITY -- 3.3% (COST $25,000,000)

 25,000,000      Federal National Mortgage Association, Variable
                   Rate,
                  5.850% due 10/7/96                                  25,000,000
                                                                      ----------

CERTIFICATES OF DEPOSIT -- 2.7% (COST $20,000,052)

                 Sumitomo Bank:
 10,000,000       5.510% due 8/8/96                                   10,000,019
 10,000,000       5.520% due 8/13/96                                  10,000,033
                                                                      ----------
                                                                      20,000,052
                                                                      ----------
PROMISSORY NOTES -- 2.7% (COST $20,000,000)
                 Goldman Sachs & Company:
 10,000,000       5.500% due 8/1/96                                   10,000,000
 10,000,000       5.190% due 8/5/96                                   10,000,000
                                                                      ----------
                                                                      20,000,000
                                                                      ----------



                      SEE NOTES TO FINANCIAL STATEMENTS.

6







LEHMAN BROTHERS FUNDS, INC.
Daily Income Fund

PORTFOLIO OF INVESTMENTS (CONTINUED)                               JULY 31, 1996

   FACE                                                                  VALUE
  VALUE                                                                (NOTE 1)
- --------------------------------------------------------------------------------

REPURCHASE AGREEMENTS -- 21.3%
$60,000,000      Agreement with Chase Securities Corporation,
                   dated 7/31/96 bearing 5.750% to be repurchased
                   at $60,009,583 on 8/1/96, collateralized by
                   $61,200,907 U.S. Government Agency securities
                   with various maturities and interest rates
                   (market value -- $60,899,493)                    $ 60,000,000
74,095,000       Agreement with Goldman Sachs Group Inc., dated
                   7/31/96 bearing 6.000% to be repurchased at
                   $74,107,349 on 8/1/96, collateralized by
                   $74,742,000 U.S. Government Agency securities
                   with various maturities and interest rates
                   (market value -- $75,577,436)                      74,095,000

25,000,000       Agreement with Greenwich Capital Markets, dated
                   7/31/96 bearing 5.700% to be repurchased at
                   $25,003,958 on 8/1/96, collateralized by
                   $43,041,000 U.S. Government Agency securities
                   with various maturities and interest rates
                   (market value -- $25,500,741)                      25,000,000
                                                                      ----------

                 TOTAL REPURCHASE AGREEMENTS (COST $159,095,000)     159,095,000
- --------------------------------------------------------------------------------
TOTAL INVESTMENTS (COST $706,994,188*)               94.6%           706,994,188
OTHER ASSETS AND LIABILITIES (NET)                    5.4             40,809,328
- --------------------------------------------------------------------------------
NET ASSETS                                          100.0%          $747,803,516
================================================================================

  * Aggregate cost for Federal tax purposes.
  + Annualized yield at date of purchase.
 ++ Securities exempt from registration under Rule 144A of the Securities Act of
    1933.   These   securities  may  be  resold  in  transactions   exempt  from
    registration,  normally to qualified  institutional  buyers.  Variable  rate
    demand  notes  are  payable  upon not more than  thirty  days'  notice.  The
    interest rate shown reflects the rate in effect on July 31, 1996.
+++ Securities exempt from registration under Rule 144A of the Securities Act of
    1933.   These   securities  may  be  resold  in  transactions   exempt  from
    registration,  normally to qualified  institutional  buyers.  Variable  rate
    demand  notes  are  payable  upon not more than  ninety  days'  notice.  The
    interest rate shown reflects the rate in effect on July 31, 1996.




                      SEE NOTES TO FINANCIAL STATEMENTS.
 
                                                                               7






LEHMAN BROTHERS FUNDS, INC.
Municipal Income Fund

PORTFOLIO HIGHLIGHTS                                               JULY 31, 1996

                        ASSET DISTRIBUTION (BY INDUSTRY)

                                   [PIE CHART]


Education                                                                  6.3%

General Obligation                                                         7.5%

Hospital                                                                  15.8%

Housing                                                                   21.8%

Industrial Development Revenue                                            17.5%

Pollution Control Revenue                                                  5.2%

Sewer and Water                                                            1.7%

Transportation                                                             2.5%

Utility                                                                    5.3%

Other                                                                     15.2%

Net Other Assets and Liabilities                                           1.2%



                     AVERAGE WEIGHTED MATURITY OF PORTFOLIO

                                     57 Days


8




LEHMAN BROTHERS FUNDS, INC.
Municipal Income Fund

PORTFOLIO OF INVESTMENTS                                           JULY 31, 1996


  FACE                                                                  VALUE
  VALUE                                                                (NOTE 1)
- --------------------------------------------------------------------------------
MUNICIPAL BONDS AND NOTES -- 98.8%
ALABAMA -- 0.6%
$1,320,000       Alabama Housing Finance Authority, Multi-family
                   Housing Revenue, (Royal Garden Apartments),
                   (Southtrust Bank, LOC),
                   3.700% due 7/1/20++                               $ 1,320,000
                                                                     -----------
ALASKA -- 1.9%
 4,200,000       Alaska State, Housing Finance Corporation,
                   Series A,
                   3.550% due 6/1/26++                                 4,200,000
                                                                       ---------
ARIZONA -- 0.9%
 2,000,000       Pima County, Arizona, Industrial Development
                   Authority, Industrial Revenue, (Tucson Electric
                   Power Company Project), (Barclays Bank Plc, LOC),
                   3.650% due 12/1/22++                                2,000,000
                                                                       ---------
ARKANSAS -- 4.9%
                 Arkansas State, Development Finance Authority,
                   Single Family Mortgage Revenue, Series C, 
                   (FSA Insured):
 5,390,000        3.350% due 8/1/14+++                                 5,390,000
 2,845,000        3.350% due 8/1/14+++                                 2,845,000

 2,800,000       Fayetteville, Arkansas, Public Facilities Board
                   Revenue, Charter Vista Hospital, (Mitsubishi
                   Bank Ltd., LOC),
                   3.750% due 3/1/07++                                 2,800,000
                                                                       ---------
                                                                      11,035,000
                                                                      ----------

CALIFORNIA -- 1.8%

 2,500,000       California Statewide, Community Development
                   Corporation Revenue, (Dai Ichi Kangyo Bank Ltd.,
                   LOC),
                   3.600% due 10/1/04++                                2,500,000

 1,500,000       San Bernardino County, California, Tax & Revenue
                   Anticipation Notes, (Toronto Dominion Bank,
                   LOC), (Landesbank Hessen, LOC),
                   4.500% due 6/30/97                                  1,508,233
                                                                       ---------
                                                                       4,008,233
                                                                       ---------
COLORADO -- 1.1%

   685,000       Colorado Health Facilities Authority Revenue,
                   (Boulder Community Hospital Project), Series
                   B, (MBIA Insured), (Rabobank Nederland, SPA),
                   3.550% due 10/1/14++                                  685,000

   825,000       Colorado Student Obligation Board Authority,
                   Student Loan Revenue, Series C-2, (SLMA, LOC),
                   3.550% due 9/1/02++                                   825,000



                      SEE NOTES TO FINANCIAL STATEMENTS.
                                                                               9




LEHMAN BROTHERS FUNDS, INC.
Municipal Income Fund

PORTFOLIO OF INVESTMENTS (CONTINUED)                               JULY 31, 1996

   FACE                                                                  VALUE
  VALUE                                                                (NOTE 1)
- --------------------------------------------------------------------------------

MUNICIPAL BONDS AND NOTES -- (CONTINUED)
COLORADO - (CONTINUED)

$1,000,000       Denver, Colorado, City & County, Multi-Family
                   Housing Revenue, (Seasons Apartment Project),
                   (FHLB, LOC), (Landesbank Hessen, LOC),
                   3.650% due 10/1/06++                                1,000,000
                                                                       ---------
                                                                       2,510,000
                                                                       ---------
CONNECTICUT -- 1.4%

   250,000       Connecticut State, General Obligation Notes,
                   6.400% due 12/1/96                                    252,310

 1,800,000       Connecticut State, Putters Series 27,
                   3.600% due 3/15/12++                                1,800,000

 1,000,000       Connecticut State, Special Assignment
                   Unemployment Compensation, Advanced Federal
                   Revenue, Series C, (FGIC Insured),
                   3.900% due 11/15/01                                 1,000,000
                                                                       ---------
                                                                       3,052,310
                                                                       ---------
FLORIDA -- 5.0%

 3,705,000       Jacksonville, Florida, Electric Authority
                   Revenue, Municipal Securities Trust Receipts,
                   Series 17,
                   3.750% due 10/1/20++                                3,705,000

                 Orange County, Florida, Health Facilities
                   Authority Revenue:
 1,300,000        (Adventist Health Systems), (Banque Paribas,
                   LOC),
                   3.950% due 11/15/14++                               1,300,000
 3,000,000        Municipal Securities Trust Receipts, Series 11,
                   (Credit Suisse, LOC), (MBIA Insured),
                   3.800% due 6/7/05++                                 3,000,000

 2,000,000       Palm Beach County, Florida, School District,
                   Tax Anticipation Notes,
                   4.500% due 9/27/96                                  2,001,995

                 Pinellas County,  Florida, Health Facilities 
                   Authority Revenue, (Bayfront Medical), 
                   (FGIC Insured), (Barnett Bank, BPA):
   600,000         3.600% due 6/1/05++                                   600,000

   500,000        3.600% due 6/1/09++                                    500,000

   100,000       Sarasota County, Florida, Health Facilities
                   Authority Revenue, (Bay Village Project),
                   (Barnett Bank, LOC),3.650% due 12/1/19++              100,000
                                                                      ----------
                                                                      11,206,995
                                                                      ----------

                       SEE NOTES TO FINANCIAL STATEMENTS.
10






LEHMAN BROTHERS FUNDS, INC.
Municipal Income Fund

PORTFOLIO OF INVESTMENTS (CONTINUED)                               JULY 31, 1996

   FACE                                                                  VALUE
  VALUE                                                                (NOTE 1)
- --------------------------------------------------------------------------------

MUNICIPAL BONDS AND NOTES -- (CONTINUED)
GEORGIA -- 2.5%
$1,500,000       Burke County, Georgia, Development Authority,
                   Pollution Control Revenue, (Georgia Power
                   Company), 3rd Series,
                   3.650% due 9/1/25+                               $  1,500,000
 1,650,000       College Park, Georgia, Business & Industrial
                   Development Authority, (Wynfield One Ltd.
                   Project), (Sumitomo Bank, LOC),
                   3.650% due 12/1/16+++                               1,650,000

1,400,000       Savannah, Georgia, Economic Development
                   Authority Revenue, (Home Depot Project),
                   Series A,
                   3.800% due 8/1/25++                                 1,400,000
 1,080,000       Walton, Georgia, Industrial Building Authority,
                   Series A, (Union Bank of Switzerland, LOC),
                   4.150% due 10/1/02++                                1,080,000
                                                                       ---------
                                                                       5,630,000
                                                                       ---------
IDAHO -- 1.3%
 3,000,000       Idaho State, Tax Anticipation Notes, General
                   Obligation Notes,
                   4.500% due 6/30/97                                  3,015,797
                                                                       ---------
ILLINOIS -- 6.9%
 3,300,000       Chicago, Illinois, Municipal Securities Trust
                   Receipts, Series 8, (AMBAC Insured),
                   3.800% due 1/1/22++                                 3,300,000
 1,200,000       Chicago, Illinois, Tender Notes, Series B,
                   (Morgan Guaranty Trust Company, LOC),
                   3.650% due 10/31/96+++                              1,200,000
                 Illinois Development Finance Authority,
                   Industrial Development Revenue:
 1,000,000        (Bimba Manufacturing Company Project),
                   (Harris Trust & Savings Bank, LOC),
                   3.750% due 5/1/16                                   1,000,000
 1,000,000        (Nutrasweet Company Project),
                   3.700% due 11/1/23                                  1,000,000

 6,300,000       Illinois Health Facilities Authority Revenue,
                   Series A, (NBD Bank, LOC),
                   3.600% due 8/1/15++                                 6,300,000

 2,500,000       Kankakee, Illinois, General Obligation Notes,
                   (FGIC Insured), Pre-refunded,
                   8.000% due 11/1/96+++                               2,577,076
                                                                      ----------
                                                                      15,377,076
                                                                      ----------


                       SEE NOTES TO FINANCIAL STATEMENTS.
                                                                              11






LEHMAN BROTHERS FUNDS, INC.
Municipal Income Fund

PORTFOLIO OF INVESTMENTS (CONTINUED)                               JULY 31, 1996

   FACE                                                                  VALUE
  VALUE                                                                (NOTE 1)
- --------------------------------------------------------------------------------

MUNICIPAL BONDS AND NOTES -- (CONTINUED)
INDIANA -- 1.8%

$4,000,000       Tippecanoe County, Indiana, Economic Development
                   Revenue, (Cons Industries Corporation Project),
                   (Bank of New York, LOC),
                   3.850% due 4/1/00++                                $4,000,000
                                                                      ----------
KANSAS -- 1.2%

 2,700,000       Mission, Kansas, Multi-family Housing Revenue,
                   (Woodland Village Project), (Citibank, LOC),
                   3.600% due 12/1/97++                                2,700,000
                                                                       ---------
KENTUCKY -- 3.6%

 4,000,000       County of Graves, Revenue Bonds, Series 1988,
                   (Bank of New York, LOC),
                   3.800% due 12/1/12++                                4,000,000

 4,000,000       Kentucky Housing Corporation, Housing Revenue,
                   Series B,
                   3.650% due 7/1/11+++                                4,000,000
                                                                       ---------
                                                                       8,000,000
                                                                       ---------
LOUISANA -- 1.9%

   800,000       Calcasieu Parish, Inc., Louisiana, (Citgo
                   Petroleum Corporation), (Westdeutsche
                   Landesbank, LOC),
                   3.600% due 8/1/04++                                   800,000

 2,100,000       Lake Charles, Louisiana, Port Facilities
                   Authority, (Citgo Petroleum Corporation),
                   (Westdeutsche Landesbank, LOC),
                   3.600% due 8/01/07++                                2,100,000

   875,000       Louisiana Housing Finance Agency, Multi-family
                   Housing Authority Revenue, (New Orleans
                   Project), (Sumitomo Trust and Banking Co.,
                   Ltd., LOC),
                   4.100% due 12/1/25++                                  875,000

   500,000       Rapides Parish, Louisiana, Industrial
                   Development Board, Pollution Control Revenue,
                   (Central Louisiana Electric Company Project),
                   (Swiss Bank, LOC),
                   3.450% due 7/1/18++                                   500,000
                                                                       ---------
                                                                       4,275,000
                                                                       ---------
MARYLAND -- 3.7%

 1,800,000       Frederick County, Maryland, Revenue Bonds,
                   (Sheppard Pratt Residential), (Societe
                   Generale, LOC),
                   3.650% due 7/1/25++                                 1,800,000


                       SEE NOTES TO FINANCIAL STATEMENTS.
12




LEHMAN BROTHERS FUNDS, INC.
Municipal Income Fund

PORTFOLIO OF INVESTMENTS (CONTINUED)                               JULY 31, 1996

   FACE                                                                  VALUE
  VALUE                                                                (NOTE 1)
- --------------------------------------------------------------------------------

MUNICIPAL BONDS AND NOTES -- (CONTINUED)
MARYLAND -- (CONTINUED)
                 Maryland State, Health & Higher Education
                   Facilities Revenue:
 3,100,000        Series A, (First National Bank of Chicago, LOC),
                   3.650% due 4/1/35++                              $  3,100,000
 1,900,000        Series B, (First National Bank of Chicago, LOC),
                   3.700% due 4/1/35++                                 1,900,000
 1,400,000        Series B, (Mellon Bank, LOC),
                   3.750% due 7/1/24++                                 1,400,000
                                                                       ---------
                                                                       8,200,000
                                                                       ---------
MASSACHUSETTS -- 3.0%

   860,000       Holyoke, Massachusetts, Municipal Purposes Loan,
                   Series A, (FSA Insured),
                   5.000% due 6/15/97                                    869,468

 1,900,000       Massachusetts Municipal Wholesale Electric
                   Company, Power Supply System Revenue, Series
                   C, (Canadian Imperial Bank of Commerce, LOC),
                   3.600% due 7/1/19++                                 1,900,000

 1,000,000       New Bedford, Massachusetts, Revenue Anticipation
                   Notes,
                   4.500% due 6/30/97                                  1,004,820

                 Springfield, Massachusetts, Bond Anticipation
                   Notes:
 1,000,000        4.250% due 2/14/97                                   1,002,345
 2,000,000        4.600% due 7/11/97                                   2,009,054
                                                                       ---------
                                                                       6,785,687
                                                                       ---------
MICHIGAN -- 0.1%
   200,000       Dearborn, Michigan, Economic Development
                   Authority, Corporate Revenue,
                   3.700% due 3/1/25++                                   200,000
                                                                       ---------
MINNESOTA -- 0.7%
 1,500,000       Minnesota State Housing Finance Agency, Single
                   Family Mortgage Revenue, Series 0,
                   3.600% due 7/1/29+++                                1,500,000
                                                                       ---------
MISSISSIPPI -- 1.3%
 3,000,000       Mississippi Business Financial Corporation,
                   Industrial Development Revenue, (Mississippi
                   Banking Company Project), (First National Bank,
                   Baltimore, LOC),
                   3.850% due 8/1/15++                                 3,000,000
                                                                       ---------


                       SEE NOTES TO FINANCIAL STATEMENTS.

                                                                              13



LEHMAN BROTHERS FUNDS, INC.
Municipal Income Fund

PORTFOLIO OF INVESTMENTS (CONTINUED)                               JULY 31, 1996

   FACE                                                                  VALUE
  VALUE                                                                (NOTE 1)
- --------------------------------------------------------------------------------

MUNICIPAL BONDS AND NOTES -- (CONTINUED)
MISSOURI -- 1.3%
   700,000       Joplin, Missouri, Industrial Development
                   Authority, Industrial Revenue, (Northpark Mall
                   Extension), (Sumitomo Bank Ltd., LOC),
                   3.800% due 12/1/05++                                  700,000
                 Missouri State Health & Educational Facilities
                   Authority Revenue:
   500,000        (Christian Health Services), Series B, (Morgan
                   Guaranty Trust Company, LOC),
                   3.450% due 11/1/19++                                  500,000
 1,700,000        (Sisters of Mercy Health Systems), Series C,
                   3.500% due 6/1/09++                                 1,700,000
                                                                       ---------
                                                                       2,900,000
                                                                       ---------
NEW JERSEY -- 6.5%

 7,000,000       Jersey City, New Jersey, Bond Anticipation Notes,
                   General Obligation Notes,
                   4.750% due 9/27/96                                  7,008,653

   125,000       Maplewood Township, New Jersey, General
                   Obligation Notes,
                   4.700% due 11/1/96                                    125,305

                 New Jersey Economic Development Authority:
  6,025,000       Pollution Control Revenue, (General Motors
                   Project), 3.600% due 10/1/00++                      6,025,000
 1,530,000        (Wearbest Sil-Tex Mills), Series A,
                   3.900% due 7/1/15++                                 1,530,000
                                                                      ----------
                                                                      14,688,958
                                                                      ----------
NEW MEXICO -- 0.6%

   300,000       Albuquerque, New Mexico, Revenue Bonds, (Charter
                   Hospital Inc. Project), (Bankers Trust 
                   Company, LOC),
                   3.600% due 3/1/14++                                   300,000

 1,000,000       Eddy County, New Mexico, Pollution Control
                   Revenue, (IMC Fertilizer Inc. Project),
                   (Rabobank Nederland, LOC),
                   3.500% due 2/1/03++                                 1,000,000
                                                                       ---------
                                                                       1,300,000
                                                                       ---------
NEW YORK -- 8.2%

 6,195,000       Mount Pleasant, New York, Industrial Development
                   Agency, Pollution Control Revenue, (General
                   Motors Corporation Project),
                   3.600% due 10/1/06++                                6,195,000



                       SEE NOTES TO FINANCIAL STATEMENTS.
14






LEHMAN BROTHERS FUNDS, INC.
Municipal Income Fund

PORTFOLIO OF INVESTMENTS (CONTINUED)                               JULY 31, 1996

   FACE                                                                  VALUE
  VALUE                                                                (NOTE 1)
- --------------------------------------------------------------------------------

MUNICIPAL BONDS AND NOTES -- (CONTINUED)
NEW YORK -- (CONTINUED)
                 Nassau County, New York, General Obligation Notes:
 1,000,000        Bond Anticipation Notes, Series H,
                   4.000% due 8/15/96                               $  1,000,269

 4,000,000        Revenue Anticipation Notes, Series A,
                   3.500% due 3/5/97                                   4,003,432

 1,500,000       New York, New York, Municipal Securities Trust
                   Receipts, Series 1, (AMBAC Insured), (Credit
                   Suisse, LOC),
                   3.600% due 6/6/02++                                 1,500,000

 4,200,000       Southeast, New York, Industrial Development
                   Agency, Industrial Development Revenue, (The
                   Rawplug Company Inc. Project), (Bank of New York,
                   LOC),
                   3.550% due 5/1/21++                                 4,200,000

 1,500,000       West Islip, New York, Unified Free School District,
                   Tax Anticipation Notes, (Student Aid
                   Withholding),
                   4.250% due 6/30/97                                  1,504,610
                                                                      ----------
                                                                      18,403,311
                                                                      ----------
NORTH CAROLINA -- 0.8%

 1,000,000       Charlotte, North Carolina, Airport Revenue,
                   Series A, (MBIA Insured), (Commerzbank
                   Aktiengesel, SPA),
                   3.550% due 7/1/16++                                 1,000,000

   800,000       Greensboro, North Carolina, Enterprise Systems
                   Revenue, Series B, (Credit Local de France, LOC),
                   3.500% due 6/1/22++                                   800,000
                                                                       ---------
                                                                       1,800,000
                                                                       ---------
OHIO -- 0.9%

 2,100,000       Clermont County, Ohio, Hospital Facilities
                   Revenue, (Mercy Health System), Series B,
                   3.700% due 9/1/21++                                 2,100,000
                                                                       ---------
OKLAHOMA -- 0.2%

   500,000       Tulsa, Oklahoma, Public Facilities Authority,
                   Solid Waste Disposal Revenue, (Ogden Martin
                   Systems, Tulsa), Series A, (AMBAC Insured),
                   4.300% due 11/1/96                                    501,286
                                                                       ---------
OREGON -- 3.3%

 1,500,000       Oregon State, Health, Housing, Educational &
                   Cultural Facilities Authority, (Guide Dogs for
                   the Blind), Series A, (Banque Nationale
                   de Paris, LOC),
                   3.500% due 7/1/25++                                 1,500,000



                       SEE NOTES TO FINANCIAL STATEMENTS.
                                                                              15





LEHMAN BROTHERS FUNDS, INC.
Municipal Income Fund

PORTFOLIO OF INVESTMENTS (CONTINUED)                               JULY 31, 1996

   FACE                                                                  VALUE
  VALUE                                                                (NOTE 1)
- --------------------------------------------------------------------------------

MUNICIPAL BONDS AND NOTES -- (CONTINUED)
OREGON -- (CONTINUED)
                 Oregon State, Housing & Community Services
                   Department, Single Family Mortgage Revenue,
                   Mortgage Program:
 4,000,000         Series D,
                   4.100% due 9/3/96                                $  4,000,174
 2,000,000         Series F,
                   3.550% due 12/12/96+++                              2,000,000
                                                                       ---------
                                                                       7,500,174
                                                                       ---------
PENNSYLVANIA -- 7.6%

1,200,000       Berks County, Pennsylvania, Industrial
                   Development Authority Revenue, (Lutheran Home
                   at Topton Project), (Meridian Bank, LOC),
                   3.900% due 9/1/25++                                 1,200,000
 4,750,000       Commonwealth of Pennsylvania, Higher Education
                   Assistance Agency, Health Services Revenue,
                   Putters, Series 4A,
                   3.700% due 1/1/08++                                 4,750,000
 6,025,000       Pennsylvania Housing Finance Agency, Single
                   Family Housing Revenue, Series N,
                   3.500% due 4/1/08+++                                6,025,000
 3,000,000       Philadelphia, Pennsylvania, School District Tax
                   & Revenue Anticipation Notes, General
                   Obligation Notes,
                   4.500% due 6/30/97                                  3,013,170
 2,000,000       Philadelphia, Pennsylvania, Tax & Revenue
                   Anticipation Notes, Series A, General
                   Obligation Notes,
                   4.500% due 6/30/97                                  2,009,640
                                                                      ----------
                                                                      16,997,810
                                                                      ----------
RHODE ISLAND -- 0.9%

 2,000,000       Rhode Island Housing & Mortgage Finance
                   Corporation, Multi-family Housing, Series A,
                   (AMBAC Insured), (FHA Insured),
                   4.600% due 7/1/97                                   2,010,635
                                                                      ----------
SOUTH CAROLINA -- 3.3%

 1,000,000       Beaufort County, South Carolina, School District,
                   Bond Anticipation Notes, General Obligation
                   Notes, (Student Aid Withholding),
                   4.125% due 8/15/96                                  1,000,211
 2,225,000       Lexington County, South Carolina, Revenue Bonds,
                   (Charter Rivers Hospital), (Mitsubishi Bank
                   Ltd., LOC),
                   3.750% due 6/1/07++                                 2,225,000


                       SEE NOTES TO FINANCIAL STATEMENTS.
16







LEHMAN BROTHERS FUNDS, INC.
Municipal Income Fund

PORTFOLIO OF INVESTMENTS (CONTINUED)                               JULY 31, 1996

   FACE                                                                  VALUE
  VALUE                                                                (NOTE 1)
- --------------------------------------------------------------------------------

MUNICIPAL BONDS AND NOTES -- (CONTINUED)
SOUTH CAROLINA -- (CONTINUED)
$700,000         Rock Hill, South Carolina, Utilities System
                   Revenue,
                   3.600% due 1/1/22++                                   700,000
                 South Carolina, Jobs Economic Development
                   Authority, Hospital Facilities Revenue:
2,000,000         (Chambers Oakridge Landfill), (Morgan Guaranty
                   Trust Company, LOC),
                   3.800% due 12/1/01++                                2,000,000
1,400,000         (Tuomey Regional Medical Center), Series B, (MBIA
                   Insured), (Wachovia Bank of South Carolina, SPA),
                   3.550% due 11/1/25++                                1,400,000
                                                                       ---------
                                                                       7,325,211
                                                                       ---------
SOUTH DAKOTA -- 1.3%

3,000,000        South Dakota, Housing Development Authority,
                   Homeownership Mortgage, Series E,
                   4.050% due 10/24/96                                 3,000,297
                                                                       ---------
TENNESSEE -- 4.5%

3,100,000        Chattanooga, Tennessee, Industrial Development
                   Board, Industrial Development Revenue,
                   (Warehouse Row Ltd. Project), (ABN-AMRO Bank,
                   LOC),
                   3.600% due 12/15/12++                               3,100,000

1,500,000        Hamilton County, Tennessee, Industrial
                   Development Board, (Bank of New York, LOC),
                   3.800% due 12/1/17++                                1,500,000

1,200,000        McKensie, Tennessee, Industrial Development
                   Board, (Wachovia Bank of Georgia, LOC),
                   3.800% due 2/1/01++                                 1,200,000

4,200,000        Metropolitan Government, Nashville & Davidson
                   County, Tennessee, Municipal Securities Trust
                   Receipts, Series 11,
                   3.750% due 5/15/21++                                4,200,000
                                                                      ----------
                                                                      10,000,000
                                                                      ----------
TEXAS -- 7.9%

1,400,000        Harris County, Texas, Health Facilities
                   Development Corporation, Hospital Revenue,
                   (Greater Houston Pooled Health), Series A, 
                   (Texas Commerce, LOC),
                   3.750% due 11/1/25++                               1,400,000


                       SEE NOTES TO FINANCIAL STATEMENTS.
                                                                              17


LEHMAN BROTHERS FUNDS, INC.
Municipal Income Fund

PORTFOLIO OF INVESTMENTS (CONTINUED)                               JULY 31, 1996


   FACE                                                                  VALUE
  VALUE                                                                (NOTE 1)
- --------------------------------------------------------------------------------
MUNICIPAL BONDS AND NOTES -- (CONTINUED) 
TEXAS -- (CONTINUED)
   $4,400,000     North Central, Texas, Health Facilities 
                    Development Corporation Revenue, (YMCA 
                    Metropolitan Dallas Project), 
                    (Bank of Tokyo-Mitsubishi Ltd., LOC), 
                    3.750% due 6/1/21++                            $  4,400,000 

                  San Antonio, Texas, Airport Systems Revenue: 
    2,000,000      3.500% due 7/1/11+++                               2,000,000 
    2,500,000      3.500% due 7/1/12+++                               2,500,000 

    2,000,000     Texas A&M University Revenue, Municipal 
                    Securities Trust Receipts, Series 21, 
                    3.800% due 5/15/16++                              2,000,000 

    2,700,000     Texas State, Public Property Finance Corporation 
                    Revenue, (Mental Health & Retardation), (FSA 
                    Insured), 
                    4.000% due 9/1/96                                 2,699,984 

      700,000     Texas State, Veterans Housing Assistance, Fund 
                    II-E, 
                    3.900% due 12/1/26+++                               700,052 

      800,000     Travis County, Texas, Housing Finance 
                    Corporation, Multi-family Housing Revenue, 
                    (Aspen Hills Apartments Project), 
                    (Bank of America, LOC), 
                    3.750% due 6/1/06++                                 800,000 

    1,275,000     West Central, Texas, Municipal Water District 
                    Revenue, (Water Transmission Line Contract), 
                    7.300% due 11/1/96                                1,286,846 
                                                                     ----------
                                                                     17,786,882
                                                                     ---------- 

WASHINGTON -- 2.3% 

    2,000,000     Kent, Washington, Municipal Securities Trust 
                    Receipts, Series 27, 
                    3.800% due 12/1/16++                              2,000,000 

    1,500,000     Washington State, Housing Finance Commission, 
                    Single Family Housing Program, Series 1N-S, 
                    (FGIC Insured), 
                    3.750% due 12/1/17+++                             1,500,000 

    1,640,000     Washington State, Series R-89B, 
                    6.800% due 9/1/96                                 1,644,120 
                                                                      --------- 
                                                                      5,144,120 
                                                                      --------- 

WEST VIRGINIA -- 0.7% 

    1,670,000     Charlestown, West Virginia, Building Commission 
                    Packaging Facility Revenue, (Charlestown 
                    Town), (Society National Bank, LOC), 
                    3.700% due 12/1/16++                              1,670,000 
                                                                      --------- 

                       SEE NOTES TO FINANCIAL STATEMENTS.

18


LEHMAN BROTHERS FUNDS, INC.
Municipal Income Fund

PORTFOLIO OF INVESTMENTS (CONTINUED)                               JULY 31, 1996


   FACE                                                                  VALUE
  VALUE                                                                (NOTE 1)
- --------------------------------------------------------------------------------
MUNICIPAL BONDS AND NOTES -- (CONTINUED) 
WISCONSIN -- 1.5% 
   $  650,000     Platteville, Wisconsin, Industrial Development 
                    Revenue, (Woodward Communications Project), 
                    (Harris Trust & Savings Bank, LOC), 
                    3.750% due 9/1/14++                            $   650,000 

    2,720,000     Wisconsin, Public Power Inc., Power Supply 
                    System Revenue, Municipal Securities Trust 
                    Receipts, Series 2, 
                    3.800% due 7/1/21++                              2,720,000 
                                                                     --------- 
                                                                     3,370,000 
                                                                     ---------
WYOMING -- 1.4% 

    3,150,000     Uinta County, Wyoming, Pollution Control 
                    Revenue, (Chevron USA Inc. Project), 
                    3.800% due 6/15/97+++                            3,150,000 
 -------------------------------------------------------------------------------
                                                
TOTAL INVESTMENTS (Cost $221,664,782*)            98.8%            221,664,782 
- --------------------------------------------------------------------------------
OTHER ASSETS AND LIABILITIES (Net)                 1.2               2,796,177 
- --------------------------------------------------------------------------------
NET ASSETS                                       100.0%           $224,460,959 
- --------------------------------------------------------------------------------

  * Aggregate cost for Federal tax purposes was $221,665,076. Net 
    unrealized depreciation of securi ties, for Federal income tax 
    purposes, was $294. 
  + Variable rate demand notes are payable upon not more than one business 
    day's notice. The interest rate shown reflects the rate in effect on 
    July 31, 1996. 
 ++ Variable rate demand notes are payable upon not more than seven 
    calendar days' notice. The interest rate shown reflects the rate in 
    effect on July 31, 1996. 
+++ Put bonds and notes have demand features which mature within one year. 


AMBAC -- American Municipal Bond Assurance Corporation 
BPA -- Instruments supported by bond purchase agreement. 
FGIC -- Federal Guaranty Insurance Corporation 
FHA -- Federal Housing Authority 
FHLB -- Federal Home Loan Bank 
FSA --Financial Security Association 
LOC -- Instruments supported by bank letter of credit. 
MBIA -- Municipal Bond Investors Assurance 
SLMA -- Student Loan Marketing Association 
SPA -- Special Purchase Agreement 

                       SEE NOTES TO FINANCIAL STATEMENTS.

                                                                         19

LEHMAN BROTHERS FUNDS, INC.
Municipal Income Fund

PORTFOLIO OF INVESTMENTS (CONTINUED)                               JULY 31, 1996

              SUMMARY OF MUNICIPAL BONDS BY COMBINED RATINGS# 


- --------------------------------------------------------------------------------
  MOODY'S                            STANDARD & POOR'S 
  RATING            OR                     RATING                        TOTAL 
- --------------------------------------------------------------------------------
Aaa                                         AAA                            10.2%
Aa, Aa2, Aa3                                AA                              5.1%
MIG1, VMIG1, P-1                    A-1, A-1+, SP-1, SP-1+                 71.7%
MIG2, VMIG2, P-2                           SP-2                             5.5%
NON-RATED                                NON-RATED                          7.5%
                                                                          -----
                                                                          100.0%
- --------------------------------------------------------------------------------
# Bonds are not necessarily rated the same by both services. 

Note: 
Approximately 50% of the municipal bonds and notes held by the Fund have 
credit enhancement features backing them. Such features may have been 
considered by the rating agency in rating these securities. 

                       SEE NOTES TO FINANCIAL STATEMENTS.

20



LEHMAN BROTHERS FUNDS, INC.
New York Municipal Money Market Fund

PORTFOLIO HIGHLIGHTS                                               JULY 31, 1996


                     ASSET DISTRIBUTION (BY INDUSTRY) 


                                [PIE CHART] 


Net Other Assets and Liabilities                                           0.1%

Education                                                                  6.2%

General Obligation                                                        17.0%

Hospital                                                                   2.3%

Housing                                                                    9.8%

Industrial Development Revenue                                            23.8%

Pollution Control Revenue                                                  3.6%

Sewer and Water                                                            0.5%

Transportation                                                             5.4%

Utility                                                                    6.5%

Other                                                                     24.8%




                  AVERAGE WEIGHTED MATURITY OF PORTFOLIO 

                                  67 Days 




                                                                         21



LEHMAN BROTHERS FUNDS, INC.
New York Municipal Money Market Fund

PORTFOLIO OF INVESTMENTS                                           JULY 31, 1996


   FACE                                                               VALUE 
   VALUE                                                             (NOTE 1) 
- --------------------------------------------------------------------------------
MUNICIPAL BONDS AND NOTES -- 99.9% 
NEW YORK -- 99.3% 
   $  320,000     Albany County, New York, General Obligation 
                    Notes, FGIC Insured), 
                    3.750% due 10/1/96                             $   320,154 

    1,250,000     Albany County, New York, Industrial Development 
                    Agency, Industrial Development Revenue, 
                    (Albany Ventures Inc. Project),
                    (Key Bank, LOC), 
                    3.650% due 12/29/10++                            1,250,000 

      300,000     Albany County, New York, South Mall 
                    Construction, Series B, General Obligation 
                    Bonds, (FGIC Insured), 
                    4.350% due 10/1/96                                 300,266 

      330,000     Babylon, New York, Waste Facilities, General 
                    Obligation Notes, (FGIC Insured), 
                    3.400% due 8/1/96                                  330,000 

      235,000     Buffalo, New York, Series E, General Obligation 
                    Notes, (AMBAC Insured), 
                    5.100% due 12/1/96                                 236,261 

    2,000,000     Clarkstown, New York, Central School District, 
                    Tax Anticipation Notes, (Student Aid 
                    Withholding), 
                    4.250% due 6/27/97                               2,006,949 

    1,300,000     Dutchess County, New York, Industrial 
                    Development Agency, Industrial Development 
                    Revenue, (Laerdal Medical Corporation 
                    Project), (Bank of New York, LOC), 
                    3.700% due 10/1/15++                             1,300,000 

    1,100,000     Erie County, New York, Revenue Anticipation 
                    Notes, General Obligation Notes, (Union Bank 
                    of Switzerland, LOC), 
                    4.500% due 9/20/96                               1,100,926 

      250,000     Erie County, New York, Water Revenue Authority, 
                    Series B, (AMBAC Insured), 
                    6.350% due 12/1/96                                 252,063 

      650,000     Garden City, New York, Bond Anticipation Notes, 
                    3.750% due 4/3/97                                  650,629 

    3,000,000     Metropolitan Transportation Authority, New 
                    York, Commuter Facilities Revenue, Municipal 
                    Securities Trust Receipts, 
                    Series 4, (Credit Suisse, LOC), 
                    3.600% due 3/26/05++                             3,000,000 

    2,480,000     Mount Pleasant, New York, Industrial Development 
                    Agency, Pollution Control Revenue, (General 
                    Motors Corporation Project), 
                    3.600% due 10/1/06++                            2,480,000 

                       SEE NOTES TO FINANCIAL STATEMENTS.

 22


LEHMAN BROTHERS FUNDS, INC.
New York Municipal Money Market Fund

PORTFOLIO OF INVESTMENTS (CONTINUED)                               JULY 31, 1996


     FACE                                                             VALUE 
     VALUE                                                           (NOTE 1) 
- --------------------------------------------------------------------------------
MUNICIPAL BONDS AND NOTES -- (CONTINUED) 
NEW YORK -- (CONTINUED)
   $1,200,000     Nassau County, New York, Bond Anticipation 
                    Notes, Series H, General Obligation Notes, 
                    4.000% due 8/15/96                              $1,200,293 

    1,000,000     New York, New York, (FSA Insured), 
                    3.250% due 8/15/14+++                            1,000,000 

                  New York, New York, City Housing Development: 
    1,100,000      Corporate Mortgage Revenue, Multi-family 
                    Housing, 400 West 59th Street),
                    Series A-1, (Bayerische Hypotheken, LOC), 
                    3.500% due 11/1/30++                             1,100,000 
    2,500,000      (East 96th Street Project), Series A, 
                    (Bank of Tokyo-Mitsubishi Ltd., LOC), 
                    3.400% due 8/1/15++                              2,500,000 
    1,000,000      (Upper 5th Avenue Project), Series A, 
                    (Bankers Trust Company, LOC), 
                    3.550% due 1/1/16++                              1,000,000 

      270,000     New York, New York, Escrowed to Maturity, Series 
                    A, General Obligation Bonds, Refunded, 
                    8.000% due 11/1/96                                 272,706 

                  New York, New York, Municipal Securities Trust 
                    Receipts, (Credit Suisse, LOC): 
    2,500,000      Series 1, (AMBAC Insured), 
                    3.600% due 6/6/02++                              2,500,000 
    2,500,000      Series 2, (MBIA Insured), 
                    3.600% due 7/2/00++                              2,500,000 

                  New York, New York, Pre-refunded: 
      780,000      Series B, 
                    7.000% due 8/15/06                                 796,517 
      250,000      Series C, Subseries C-1, (MBIA Insured), 
                    5.350% due 8/1/96                                  250,000 
    1,000,000      Series D, 
                    8.500% due 8/1/13                                1,020,000 

                  New York State, Dormitory Authority Revenue: 
      460,000      New York Hospital Medical Center, 
                    (AMBAC Insured), 
                    4.800% due 2/1/97+                                 462,337 
    1,100,000      Oxford University Press Inc., (Wachovia 
                    Bank, LOC), 
                    3.600% due 7/1/23+                               1,100,000 
      300,000      Special Obligation, State University,
                    Series B, 
                    6.500% due 11/1/96+                                300,000 


                       SEE NOTES TO FINANCIAL STATEMENTS.

                                                                         23


LEHMAN BROTHERS FUNDS, INC.
New York Municipal Money Market Fund

PORTFOLIO OF INVESTMENTS (CONTINUED)                               JULY 31, 1996



      FACE                                                            VALUE 
     VALUE                                                           (NOTE 1) 
- --------------------------------------------------------------------------------
MUNICIPAL BONDS AND NOTES -- (CONTINUED) 
NEW YORK -- (CONTINUED)
                  New York State, Energy Research & Development 
                    Authority, Pollution Control Revenue: 
   $2,000,000      Series B, (Deutsche Bank, LOC), 
                    3.250% due 3/1/16+++                           $ 2,000,000 
    2,000,000      Series D, (New York Electric & Gas), 
                    (Union Bank of Switzerland, LOC), 
                    3.400% due 10/1/29++                             2,000,000 

      500,000      New York State, General Obligation Notes, 
                    (AMBAC Insured), 
                    5.300% due 3/1/97                                  505,235 

      500,000      New York State, Housing Finance Agency, Special 
                    Obligation, Health Facilities, New York City, 
                    Series A, Refunded, 
                    6.550% due 11/1/96                                 503,419 

                   New York State, Job Development Authority, 
                     (Sumitomo Bank Ltd., LOC): 
    1,000,000       Series A-1 Thru A-9, 
                     3.700% due 3/1/00++                             1,000,000 
    1,020,000       Series D-1 Thru D-9, 
                     3.550% due 3/1/99++                             1,020,000 
    2,365,000       Series E-1 Thru E-55, 
                     3.550% due 3/1/99++                             2,365,000 
      535,000       Series G-1 Thru G-33, 
                     3.550% due 3/1/99++                               535,000 
       70,000       Series H-1 Thru H-11, 
                     3.550% due 3/1/99++                                70,000 

                   New York State, Medical Care Facilities, Finance 
                     Agency Revenue: 
      565,000       Hospital & Nursing Home, Series A, (FHA 
                     Insured), 
                     6.900% due 2/15/97                                574,830 
      250,000       Hospital & Nursing Home, Series C, (FHA 
                     Insured), 
                     4.300% due 8/15/96                                250,066 
    1,200,000       Pooled Equipment Loan Progress II, Series A, 
                     (Chemical Bank, LOC), 
                     3.400% due 11/1/03++                            1,200,000 

      200,000      New York State, Mortgage Agency Revenue,
                     Series F, 
                    6.800% due 10/1/96                                 201,163 

    1,600,000      New York State, Power Authority Revenue 
                     & General Purpose, Series CC, 
                     3.600% due 1/1/97                               1,600,816 

      500,000      Oyster Bay, New York, Tax Anticipation Notes, 
                     3.750% due 2/14/97                                500,000 

                       SEE NOTES TO FINANCIAL STATEMENTS.

24


LEHMAN BROTHERS FUNDS, INC.
New York Municipal Money Market Fund

PORTFOLIO OF INVESTMENTS (CONTINUED)                               JULY 31, 1996


      FACE                                                            VALUE 
     VALUE                                                           (NOTE 1) 
- --------------------------------------------------------------------------------
MUNICIPAL BONDS AND NOTES -- (CONTINUED) 
   $3,000,000     Rochester, New York, Bond Anticipation Notes, 
                    Series I, 
                    4.500% due 10/31/96                            $ 3,005,391 

    1,800,000     Southeast, New York, Industrial Development 
                    Agency, Industrial Development Revenue, (The 
                    Rawplug Company Inc. Project), (Bank of New 
                    York, LOC), 
                    3.550% due 5/1/21++                              1,800,000 

                  Suffolk County, New York, Industrial Development 
                    Agency, Industrial Development Revenue: 
      400,000      (Nissequogue Cogen Partners), (Toronto 
                    Dominion Bank, LOC), 
                    3.500% due 12/15/23++                              400,000 
      900,000      (Suffolk Inc. Civic), (European American Bank, 
                    LOC), 
                    3.400% due 12/1/12++                               900,000 

    1,500,000     Suffolk County, New York, Tax Anticipation 
                    Notes, Series I, General Obligation Notes, 
                    (National Westminster Bank, LOC), 
                    (Westdeutsche Landesbank, LOC), 
                    4.000% due 8/15/96                               1,500,446 

    3,000,000     West Islip, New York, Unified Free School 
                    District, Tax Anticipation Notes, General 
                    Obligation Notes, (Student Aid Withholding), 
                    4.250% due 6/30/97                               3,009,219 

      250,000     Westchester County, New York, Series B, 
                    General Obligation Notes, 
                    4.250% due 12/15/96                                250,720 

      375,000     White Plains, New York, General Obligation 
                    Notes, 
                    4.375% due 9/1/96                                  375,237 
                                                                   -----------
                                                                    54,795,643 
                                                                   -----------
PUERTO RICO -- 0.6% 

      300,000     Puerto Rico, Housing, Bank & Finance Agency, 
                    Special Obligation, Series H, (FSA Insured), 
                    5.200% due 10/1/96                                 300,868 
- --------------------------------------------------------------------------------
TOTAL INVESTMENTS (COST $55,096,511*)             99.9%             55,096,511 
- --------------------------------------------------------------------------------
OTHER ASSETS AND LIABILITIES (NET)                 0.1                  71,989 
- --------------------------------------------------------------------------------
NET ASSETS                                       100.0%            $55,168,500 
- --------------------------------------------------------------------------------

  * Aggregate cost for Federal tax purposes. 
  + Variable rate demand notes are payable upon not more than one business 
    day's notice. The interest rate shown reflects the rate in effect at 
    July 31, 1996. 
 ++ Variable rate demand notes are payable upon not more than seven 
    calendar days' notice. The interest rate shown reflects the rate in 
    effect at July 31, 1996. 
+++ Variable rate demand notes are payable upon not more than thirty 
    calendar days' notice. The interest rate shown reflects the rate in 
    effect on July 31, 1996. 


                       SEE NOTES TO FINANCIAL STATEMENTS.

                                                                           25


LEHMAN BROTHERS FUNDS, INC.
New York Municipal Money Market Fund

PORTFOLIO OF INVESTMENTS (CONTINUED)                               JULY 31, 1996


AMBAC -- American Municipal Bond Assurance Corporation 
FGIC -- Federal Guaranty Insurance Corporation 
FHA -- Federal Housing Association 
FSA -- Financial Security Association 
LOC -- Instruments supported by bank letter of credit. 
MBIA -- Municipal Bond Investors Assurance 




- --------------------------------------------------------------------------------
  MOODY'S                            STANDARD & POOR'S 
  RATING            OR                     RATING                        TOTAL 
- --------------------------------------------------------------------------------
 Aaa                                        AAA                           15.2% 

Aa, Aa2, Aa3                                AA                             5.4% 
                                    A-1, A-1+, SP-1, 
MIG1, VMIG1, P-1                           SP-1+                          55.9% 
MIG2, VMIG2, P-2                           SP-2                            4.5% 
NON-RATED                                NON-RATED                        19.0%
                                                                         ----- 
                                                                         100.0% 
- --------------------------------------------------------------------------------

# Bonds are not necessarily rated the same by both services. 

Note: 
Approximately 67% of the municipal bonds and notes held by the Fund have 
credit enhancement features backing them. Such features may have been 
considered by the rating agency in rating these securities.
 

                       SEE NOTES TO FINANCIAL STATEMENTS.

26



LEHMAN BROTHERS FUNDS, INC.

STATEMENTS OF ASSETS & LIABILITIES                                 JULY 31, 1996

<TABLE>
<CAPTION>
                                                                            NEW YORK
                                               DAILY         MUNICIPAL      MUNICIPAL
                                               INCOME         INCOME      MONEY MARKET
                                    NOTES       FUND           FUND           FUND
- ---------------------------------------------------------------------------------------
<S>                                 <C>         <C>            <C>            <C>
ASSETS:
   Investments, at value (Cost
     $706,994,188, $221,664,782,
     and $55,096,511,
     respectively)                    1
    See accompanying schedules:
       Securities                           $547,899,188   $221,664,782   $ 55,096,511
       Repurchase agreements                 159,095,000        --             --
- ---------------------------------------------------------------------------------------
   Total Investments                         706,994,188    221,664,782     55,096,511
   Cash                                              683        --              27,159
   Receivable for Fund shares
     sold                                     49,189,829      4,586,296        489,671
   Interest receivable                         3,492,679      1,600,476        625,117
   Unamortized organization
     costs                            5          192,625         75,981         25,267
- ---------------------------------------------------------------------------------------
   TOTAL ASSETS                              759,870,004    227,927,535     56,263,725
- ---------------------------------------------------------------------------------------
LIABILITIES:
   Payable for Fund shares
     redeemed                                 10,617,703      2,454,680        918,176
   Dividends payable                             539,240        107,205         25,958
   Investment advisory fee
     payable                          2          380,390         78,251         66,810
   Administration fee payable         2          181,163         51,517         40,340
   Distribution fee payable           3          111,699         33,828          8,845
   Transfer Agent fee payable         2          112,769         13,667          1,930
   Custodian fee payable              2           23,168         15,314          3,515
   Accrued Directors' fees and
     expenses                         2            1,833          1,833          1,833
   Cash overdraft                                --             646,395        --
   Accrued expenses and other
     payables                                     98,523         63,886         27,818
- ---------------------------------------------------------------------------------------
   TOTAL LIABILITIES                          12,066,488      3,466,576      1,095,225
- ---------------------------------------------------------------------------------------
NET ASSETS                                  $747,803,516   $224,460,959    $55,168,500
- ---------------------------------------------------------------------------------------
</TABLE>

                       SEE NOTES TO FINANCIAL STATEMENTS.
                                                                              27






LEHMAN BROTHERS FUNDS, INC.

STATEMENTS OF ASSETS & LIABILITIES (CONTINUED)                     JULY 31, 1996

<TABLE>
<CAPTION>
                                                                        NEW YORK
                                            DAILY        MUNICIPAL      MUNICIPAL
                                           INCOME         INCOME      MONEY MARKET
                                            FUND           FUND           FUND
- ----------------------------------------------------------------------------------
<S>                                         <C>              <C>              <C>
NET ASSETS consist of:
   Undistributed net investment
     income                             $     31,972   $     14,976    $    32,408
   Accumulated net realized loss
     on investments                           (9,600)       (28,050)       --
   Par value                                 747,786        224,478         55,168
   Paid-in capital in excess of
     par value                           747,033,358    224,249,555     55,080,924
- ----------------------------------------------------------------------------------
                                        $747,803,516   $224,460,959    $55,168,500
- ----------------------------------------------------------------------------------
NET ASSETS:
   Select Shares                        $747,779,408   $224,460,858    $55,168,500
   CDSC Shares                          $     24,108   $        101            N/A
- ----------------------------------------------------------------------------------
SHARES OUTSTANDING:
  Select Shares                          747,772,144    224,488,908     55,168,290
  CDSC Shares                                 24,109            101            N/A
- ----------------------------------------------------------------------------------
SELECT SHARES
   NET ASSET VALUE, offering and
     redemption price per share                $1.00          $1.00          $1.00
- ----------------------------------------------------------------------------------
CDSC SHARES
   NET ASSET VALUE and offering
     price per share+                          $1.00          $1.00            N/A
- ----------------------------------------------------------------------------------

+ Redemption  price per share is equal to net asset  value  less any  applicable
  contingent deferred sales charge.
</TABLE>

                       SEE NOTES TO FINANCIAL STATEMENTS.
28




  
LEHMAN BROTHERS FUNDS, INC.

STATEMENTS OF OPERATIONS

FOR THE YEAR ENDED JULY 31, 1996
<TABLE>
<CAPTION>
                                                                           NEW YORK
                                                 DAILY       MUNICIPAL     MUNICIPAL
                                                INCOME        INCOME     MONEY MARKET
                                     NOTES       FUND          FUND          FUND*
- --------------------------------------------------------------------------------------
<S>                                  <C>          <C>           <C>           <C>
INVESTMENT INCOME:
   Interest                                   $39,293,584   $9,384,489    $ 1,716,409
- --------------------------------------------------------------------------------------
EXPENSES
   Investment advisory fee             2        2,056,555      743,549        143,762
   Distribution fee                    3        1,713,797      619,624        119,802
   Administration fee                  2        1,371,037      495,700         95,841
   Transfer Agent fee                  2          679,843      100,658          6,753
   Legal and audit fees                           138,197       52,882         21,044
   Custodian fee                       2           92,886       68,784         18,286
   Amortization of organization
     costs                             5           96,180       37,938          4,360
   Directors' fees and expenses        2           19,167       19,167         12,833
   Other                                          210,876       57,395          7,700
- --------------------------------------------------------------------------------------
   Total expenses                               6,378,538    2,195,697        430,381
- --------------------------------------------------------------------------------------
   Fees waived by Investment
     Advisor, Administrator and
     Distributor                    2 and 3    (1,121,489)    (455,996)      (111,798)
- --------------------------------------------------------------------------------------
   NET EXPENSES                                 5,257,049    1,739,701        318,583
- --------------------------------------------------------------------------------------
NET INVESTMENT INCOME                          34,036,535    7,644,788      1,397,826
- --------------------------------------------------------------------------------------
NET REALIZED GAIN/(LOSS) ON
  INVESTMENTS                                     --           (10,916)           210
- --------------------------------------------------------------------------------------
NET INCREASE IN NET ASSETS
  RESULTING FROM OPERATIONS                   $34,036,535   $7,633,872     $1,398,036
- --------------------------------------------------------------------------------------

* New York Municipal Money Market Fund commenced operations on November 6,
  1995.
</TABLE>

                       SEE NOTES TO FINANCIAL STATEMENTS.
                                                                              29





LEHMAN BROTHERS FUNDS, INC.

STATEMENTS OF CHANGES IN NET ASSETS

FOR THE YEAR ENDED JULY 31, 1996
<TABLE>
<CAPTION>
                                                                            NEW YORK
                                               DAILY         MUNICIPAL      MUNICIPAL
                                               INCOME         INCOME      MONEY MARKET
                                    NOTES       FUND           FUND           FUND*
- ---------------------------------------------------------------------------------------
<S>                                 <C>          <C>            <C>            <C>
Net investment income                       $ 34,036,535   $  7,644,788   $  1,397,826
Net realized gain/(loss) on
  investments                                    --             (10,916)           210
- ---------------------------------------------------------------------------------------
Net increase in net assets
  resulting from operations                   34,036,535      7,633,872      1,398,036
Distributions to shareholders
  from net
  investment income:
  Select Shares                              (34,035,425)    (7,644,785)    (1,397,616)
  CDSC Shares                                     (1,110)            (3)        --
Distributions to shareholders
  from net
  realized gains:
  Select Shares                                  --             --                (210)
Net increase/(decrease) in net
  assets from share transactions:
  Select Shares                       4       43,447,669    (72,350,541)    55,168,290
  CDSC Shares                         4            1,159        --             --
- ---------------------------------------------------------------------------------------
Net increase/(decrease) in net
  assets                                      43,448,828    (72,361,457)    55,168,500
NET ASSETS:
Beginning of year                            704,354,688    296,822,416        --
- ---------------------------------------------------------------------------------------
End of year (including
  undistributed net
  investment income of $31,972,
  $14,976 and $32,408,
  respectively)                             $747,803,516   $224,460,959   $55,168,500
- ---------------------------------------------------------------------------------------

* New York Municipal Money Market Fund commenced operations on November 6,
  1995.
</TABLE>

                       SEE NOTES TO FINANCIAL STATEMENTS.
30






LEHMAN BROTHERS FUNDS, INC.

STATEMENTS OF CHANGES IN NET ASSETS

FOR THE YEAR ENDED JULY 31, 1995
<TABLE>
<CAPTION>
                                                      DAILY          MUNICIPAL
                                                      INCOME          INCOME
                                          NOTES        FUND            FUND
- ---------------------------------------------------------------------------------
<S>                                       <C>           <C>              <C>
Net investment income                             $  34,420,411    $   8,461,354
Net realized loss on investments                         (9,307)          (4,807)
- ---------------------------------------------------------------------------------
Net increase in net assets resulting
  from operations                                    34,411,104        8,456,547
Distributions to shareholders from net
  investment income:
  Select Shares                                     (34,402,841)      (8,461,282)
  CDSC Shares                                              (707)             (72)
Distributions to shareholders from net
   realized gains:
  Select Shares                                         (16,863)        --
  CDSC Shares                                          --               --
Net increase/(decrease) in net assets 
   from share transactions:
  Select Shares                             4      (114,213,786)      32,401,995
  CDSC Shares                               4            22,850           (9,787)
- ---------------------------------------------------------------------------------
Net increase/(decrease) in net assets              (114,200,243)      32,387,401
NET ASSETS:
Beginning of year                                   818,554,931      264,435,015
- ---------------------------------------------------------------------------------
End of year (including undistributed
  net investment income of $27,184 and
  $10,071, respectively)                          $ 704,354,688    $296,822,416
- ---------------------------------------------------------------------------------
</TABLE>

                       SEE NOTES TO FINANCIAL STATEMENTS.
                                                                              31






LEHMAN BROTHERS FUNDS, INC.
DAILY INCOME FUND

FINANCIAL HIGHLIGHTS

FOR A SELECT SHARE OUTSTANDING THROUGHOUT EACH YEAR.
<TABLE>
<CAPTION>
                                              YEAR         YEAR         PERIOD
                                              ENDED        ENDED         ENDED
                                            07/31/96     07/31/95      07/31/94*
<S>                                         <C>            <C>            <C>
Net asset value, beginning of year          $   1.00     $   1.00      $   1.00
- ----------------------------------------------------------------------------------
Net investment income                         0.0498       0.0505        0.0297
- ----------------------------------------------------------------------------------
Dividends from net investment income         (0.0498)     (0.0505)      (0.0297)
Dividends from net realized gains              --           -- #          --
- ----------------------------------------------------------------------------------
Total dividends                              (0.0498)     (0.0505)      (0.0297)
- ----------------------------------------------------------------------------------
Net asset value, end of year                $   1.00     $   1.00      $   1.00
- ----------------------------------------------------------------------------------
Total return+                                   5.10%        5.14%         3.03%
- ----------------------------------------------------------------------------------
Ratios to average net
   assets/supplemental data:
  Net assets, end of year (in 000's)        $747,779     $704,332      $818,555
  Ratio of net investment income to
   average net assets                           4.97%        5.01%         3.01%**
  Ratio of operating expenses to
   average net assets                           0.77%        0.74%         0.66%**
  Ratio of operating expenses to
   average net assets before waiver
   of fees by the Investment Adviser,
   Administrator and Distributor                0.93%        0.96%         0.95%**
  Net investment income per share
   before
   waiver of fees by the Investment
   Adviser, Administrator and
   Distributor                              $ 0.0481     $ 0.0483      $0.0269
- ----------------------------------------------------------------------------------

  * Daily Income Fund Select Shares commenced operations on August 2, 1993.
 ** Annualized.
  + Total return represents aggregate total return for the period
    indicated.
  # Amount is less than $0.0001 per share.
</TABLE>

                       SEE NOTES TO FINANCIAL STATEMENTS.
32





LEHMAN BROTHERS FUNDS, INC.
DAILY INCOME FUND

FINANCIAL HIGHLIGHTS

FOR A CDSC SHARE OUTSTANDING THROUGHOUT EACH PERIOD.
<TABLE>
<CAPTION>
                                                          YEAR          PERIOD
                                                          ENDED          ENDED
                                                        07/31/96       07/31/95*
<S>                                                        <C>            <C>
Net asset value, beginning of period                    $   1.00       $   1.00
- ----------------------------------------------------------------------------------
Net investment income                                     0.0498         0.0379
Dividends from net investment income                     (0.0498)       (0.0379)
- ----------------------------------------------------------------------------------
Net asset value, end of period                          $   1.00       $   1.00
- ----------------------------------------------------------------------------------
Total return+                                               5.10%          3.85%
- ----------------------------------------------------------------------------------
Ratios to average net assets/supplemental data:
  Net assets, end of period (in 000's)                  $     24       $     23
  Ratio of net investment income to average net
   assets                                                   4.97%          5.01%**
  Ratio of operating expenses to average net
   assets                                                   0.77%          0.74%**
  Ratio of operating expenses to average net
   assets before
   waiver of fees by the Investment Adviser,
   Administrator
   and Distributor                                          0.93%          0.96%**
  Net investment income per share before waiver
   of fees by the Investment Adviser,
   Administrator and Distributor                        $ 0.0481        $0.0362
- ----------------------------------------------------------------------------------

 * Daily Income Fund CDSC Shares commenced operations on November 16, 1994.
** Annualized.
 + Total return  represents  aggregate total return for the period indicated and
   does not reflect the effect of any sales charge.
</TABLE>

                       SEE NOTES TO FINANCIAL STATEMENTS.
                                                                              33





LEHMAN BROTHERS FUNDS, INC.
MUNICIPAL INCOME FUND

FINANCIAL HIGHLIGHTS

FOR A SELECT SHARE OUTSTANDING THROUGHOUT EACH YEAR.
<TABLE>
<CAPTION>
                                              YEAR         YEAR         PERIOD
                                             ENDED         ENDED         ENDED
                                            07/31/96     07/31/95      07/31/94*
<S>                                           <C>          <C>           <C>
Net asset value, beginning of year          $   1.00     $   1.00      $   1.00
- ----------------------------------------------------------------------------------
Net investment income                         0.0307       0.0318        0.0207
Dividends from net investment income         (0.0307)     (0.0318)      (0.0207)
- ----------------------------------------------------------------------------------
Net asset value, end of year                $   1.00     $   1.00      $   1.00
- ----------------------------------------------------------------------------------
Total return+                                   3.10%        3.23%         2.09%
- ----------------------------------------------------------------------------------
Ratios to average net
  assets/supplemental data:
  Net assets, end of year (in 000's)        $224,461     $296,822      $264,425
  Ratio of net investment income to
   average net assets                           3.08%        3.21%         2.06%**
  Ratio of operating expenses to
   average net assets                           0.70%        0.69%         0.64%**
  Ratio of operating expenses to
   average net assets before waiver
   of fees by the Investment Adviser,
   Administrator and Distributor                0.89%        0.90%         0.89%**
  Net investment income per share
   before
   waiver of fees by the Investment
   Adviser, Administrator and
   Distributor                              $ 0.0289     $ 0.0296       $0.0182
- ----------------------------------------------------------------------------------

 * Municipal Income Fund Select Shares commenced operations on August 2, 1993.
** Annualized.
 + Total return represents aggregate total return for the period
   indicated.
</TABLE>

                       SEE NOTES TO FINANCIAL STATEMENTS.
34








LEHMAN BROTHERS FUNDS,INC.
MUNICIPAL INCOME FUND

FINANCIAL HIGHLIGHTS

FOR A CDSC SHARE OUTSTANDING THROUGHOUT EACH YEAR.
<TABLE>
<CAPTION>
                                              YEAR         YEAR         PERIOD
                                             ENDED         ENDED         ENDED
                                            07/31/96     07/31/95      07/31/94*
<S>                                         <C>         <C>           <C>
Net asset value, beginning of year          $   1.00     $   1.00      $   1.00
- ----------------------------------------------------------------------------------
Net investment income                         0.0307       0.0317        0.0018
Dividends from net investment income         (0.0307)     (0.0317)      (0.0018)
- ----------------------------------------------------------------------------------
Net asset value, end of year                $   1.00     $   1.00      $   1.00
- ----------------------------------------------------------------------------------
Total return+                                   3.10%        3.23%         0.18%
- ----------------------------------------------------------------------------------
Ratios to average net
  assets/supplemental data:
  Net assets, end of year (in 000's)           -- #         -- #       $     10
  Ratio of net investment income to
   average net assets                           3.08%        3.21%         2.06%**
  Ratio of operating expenses to
   average net assets                           0.70%        0.69%         0.64%**
  Ratio of operating expenses to
   average net assets before waiver
   of fees by the Investment Adviser,
   Administrator and Distributor                0.89%        0.90%         0.89%**
  Net investment income per share
   before
   waiver of fees by the Investment
   Adviser, Administrator and
   Distributor                              $ 0.0289     $ 0.0293       $0.0017
- ----------------------------------------------------------------------------------

 * Municipal Income Fund CDSC Shares commenced operations on July 6, 1994.
** Annualized.
 + Total return  represents  aggregate total return for the period indicated and
   does not reflect the effect of any sales charge.
# Total net assets for CDSC Shares were $101 at July 31, 1996 and July 31, 1995.
</TABLE>

                       SEE NOTES TO FINANCIAL STATEMENTS.
                                                                              35





LEHMAN BROTHERS FUNDS, INC.
NEW YORK MUNICIPAL MONEY MARKET FUND

FINANCIAL HIGHLIGHTS

FOR A SELECT SHARE OUTSTANDING THROUGHOUT THE PERIOD.
<TABLE>
<CAPTION>
                                                                        PERIOD
                                                                         ENDED
                                                                       07/31/96*
<S>                                                                      <C>   
Net asset value, beginning of period                                   $   1.00
- ----------------------------------------------------------------------------------
Net investment income                                                    0.0214
- ----------------------------------------------------------------------------------
Dividends from net investment income                                    (0.0214)
Dividends from net realized gains                                         -- #
- ----------------------------------------------------------------------------------
Total dividends                                                         (0.0214)
- ----------------------------------------------------------------------------------
Net asset value, end of period                                         $   1.00
- ----------------------------------------------------------------------------------
Total return+                                                              2.11%
- ----------------------------------------------------------------------------------
Ratios to average net assets/supplemental data:
  Net assets, end of period (in 000's)                                 $ 55,169
  Ratio of net investment income to average net assets                     2.92%**
  Ratio of operating expenses to average net assets                        0.66%**
  Ratio of operating expenses to average net assets before
   waiver of fees by the Investment Adviser, Administrator
   and Distributor                                                         0.90%**
  Net investment income per share before waiver of fees by
   the Investment Adviser, Administrator and Distributor                $0.0197
- ----------------------------------------------------------------------------------

 * New York Municipal Money Market Fund commenced operations on November
   6, 1995.
** Annualized.
 + Total return represents aggregate total return for the period
   indicated.
#  Amount is less than $0.0001 per share.

</TABLE>



                       SEE NOTES TO FINANCIAL STATEMENTS.
36






LEHMAN BROTHERS FUNDS, INC.
DAILY INCOME FUND/MUNICIPAL INCOME FUND/
NEW YORK MUNICIPAL MONEY MARKET FUND

NOTES TO FINANCIAL STATEMENTS                                      JULY 31, 1996

    1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

    Lehman Brothers Funds, Inc. (the "Company") was incorporated  under the laws
of the State of Maryland on May 5, 1993. It is an open-end management investment
company which currently  offers three money market funds:  Lehman Brothers Daily
Income  Fund  ("Daily  Income  Fund"),  Lehman  Brothers  Municipal  Income Fund
("Municipal  Income Fund") and Lehman  Brothers New York Municipal  Money Market
Fund  ("New York  Municipal  Money  Market  Fund")  (individually,  a "Fund" and
collectively,  the  "Funds").  Daily  Income  Fund  and  Municipal  Income  Fund
currently offer two classes of shares:  Select Shares and CDSC Shares.  New York
Municipal Money Market Fund currently offers one class of shares, referred to as
Select Shares for purposes of this report.  Select Shares are offered  without a
front-end  sales load or contingent  deferred  sales charge.  CDSC Shares may be
subject to a contingent  deferred  sales  charge.  All classes of shares of each
Fund represent  interests in the Fund in proportion to their net asset value and
otherwise have identical rights and privileges except with respect to the effect
of the respective sales charges,  the distribution  and/or service fees borne by
each class,  expenses  allocable  exclusively to each class and voting rights on
matters  affecting a single class.  The  preparation of financial  statements in
accordance with generally accepted accounting  principles requires management to
make estimates and assumptions  that affect the reported amounts and disclosures
in the financial  statements.  Actual results could differ from those estimates.
The  following  is a summary of  significant  accounting  policies  consistently
followed by the Funds in the preparation of their financial statements.

    Portfolio  valuation:  Portfolio  securities held by the Funds are valued at
amortized  cost  which  approximates  market  value.  Amortized  cost  valuation
involves  valuing a  security  at cost  initially,  and  thereafter  assuming  a
constant amortization to maturity of any discount or premium,  regardless of the
impact of fluctuating interest rates on the market value of the instrument.

    Repurchase  agreements:   The  Funds  may  engage  in  repurchase  agreement
transactions.  Each  Fund  values  repurchase  agreements  at cost  and  accrues
interest  into  interest  receivable.  Under the  terms of a typical  repurchase
agreement,  the Fund will  take  possession  of an  underlying  debt  obligation
subject to an  obligation of the seller to  repurchase,  and the Fund to resell,
the obligation at an agreed-upon price and time,  thereby  determining the yield
during the Fund's holding period.  The value of the collateral,  taken as a part
of the repurchase agreement,  is at least equal at all times to the total amount
of the repurchase obligations, including interest. In the event of counter party
default, the Fund has the right to use the collateral to offset losses incurred.
There  is  potential  loss to the  Fund in the  event  the  Fund is  delayed  or
prevented from  exercising  its rights to dispose of the collateral  securities,
including  the  risk  of a  possible  decline  in the  value  of the  underlying
securities  during the 

                                                                              37








LEHMAN BROTHERS FUNDS, INC.
DAILY INCOME FUND/MUNICIPAL INCOME FUND/
NEW YORK MUNICIPAL MONEY MARKET FUND

NOTES TO FINANCIAL STATEMENTS (CONTINUED)                       

period while the Fund seeks to assert its rights.  Lehman  Brothers Global Asset
Management,  Inc., the Funds'  investment  adviser (the "Investment  Adviser" or
"LBGAM"),  acting under the  supervision of the Board of Directors,  reviews the
value of the collateral and the creditworthiness of those banks and dealers with
which the Funds enter into repurchase agreements to evaluate potential risks.

    Securities  transactions and investment income:  Securities transactions are
recorded as of the trade date. Interest income is recorded on the accrual basis.
Realized  gains and  losses on  investments  sold are  recorded  on the basis of
identified cost.  Investment income and realized and unrealized gains and losses
are allocated based upon the relative net assets of each class of shares.

    Expenses:  Operating expenses directly attributable to a class of shares are
charged  to  that  class'  operations.  Expenses  for  each  Fund  not  directly
attributable  to the  operation of any class of shares are  pro-rated  among the
classes based upon the relative net assets of each class of shares.

    Federal  income  taxes:  The Funds  intend to qualify each year as regulated
investment  companies  pursuant to the requirements of the Internal Revenue Code
of 1986, as amended.  The Funds distribute  substantially all of their income to
their shareholders, therefore, no Federal income tax provision is required.

    Dividends and  distributions to shareholders:  Dividends from net investment
income of the Funds are determined on a class level,  declared  daily,  and paid
monthly.   Capital   gains,   unless  offset  by  any  available   capital  loss
carryforward,  are distributed to  shareholders  annually after the close of the
fiscal year in which they have been earned,  or more  frequently to maintain the
Fund's net asset value of $1.00 per share.  In order to avoid the application of
a 4%  non-deductible  excise tax on certain  undistributed  amounts of  ordinary
income and capital  gains,  the Fund may make  additional  distributions  of any
undistributed  ordinary  income or capital  gains before  December 31 of a given
year and expects to make any other  distributions  as are necessary to avoid the
application of this tax. Income distributions and capital gain distributions are
determined  in  accordance  with  income tax  regulations  which may differ from
generally accepted accounting principles. These differences are due primarily to
differing  treatments of income and gains on various investment  securities held
by  the  Funds,   timing   differences   and  differing   characterizations   of
distributions made by each Fund as a whole.

    For the year ended July 31, 1996, permanent  differences resulting from book
and tax  accounting  for  organizational  costs  were  reclassified  to  paid-in
capital.

38






LEHMAN BROTHERS FUNDS, INC.
DAILY INCOME FUND/MUNICIPAL INCOME FUND/
NEW YORK MUNICIPAL MONEY MARKET FUND

NOTES TO FINANCIAL STATEMENTS (CONTINUED)                     

2. INVESTMENT ADVISORY FEE, ADMINISTRATION FEE AND OTHER RELATED PARTY
   TRANSACTIONS

    LBGAM  serves  as  the  Funds'  Investment   Adviser  pursuant  to  separate
investment   advisory  agreements  with  each  Fund.  LBGAM  is  a  wholly-owned
subsidiary of Lehman Brothers Holdings Inc.  ("Holdings").  Under the investment
advisory  agreements,  LBGAM is entitled to receive from each Fund a monthly fee
at an annual rate of 0.30% of the value of each Fund's respective  average daily
net assets.  LBGAM may voluntarily  waive advisory fees. For the year ended July
31, 1996, LBGAM voluntarily waived advisory fees as follows:

                                                                     FEES WAIVED
- --------------------------------------------------------------------------------
Daily Income Fund                                                     $384,976
Municipal Income Fund                                                  169,501
New York Municipal Money Market Fund                                   46,952
- --------------------------------------------------------------------------------


    First Data Investor  Services Group, Inc.  ("FDISG"),  formerly known as The
Shareholder  Services  Group,  Inc.,  a  wholly-owned  subsidiary  of First Data
Corporation,  serves as the Funds'  administrator  pursuant to an administration
agreement. Under the administration agreement, FDISG is entitled to receive from
each Fund a monthly  fee at an annual  rate of 0.20% of the value of each Fund's
respective average daily net assets.  FDISG may voluntarily waive administration
fees. For the year ended July 31, 1996, FDISG voluntarily waived  administration
fees as follows:

                                                                     FEES WAIVED
- --------------------------------------------------------------------------------
Daily Income Fund                                                     $256,650
Municipal Income Fund                                                  113,000
New York Municipal Money Market Fund                                   31,301
- --------------------------------------------------------------------------------

    A contingent  deferred  sales charge may be imposed upon the  redemption  of
CDSC  Shares  within  two years  after the date of  purchase.  The amount of the
contingent  deferred  sales  charge will depend on the number of years since the
shareholder made the purchase payment from which the amount is being redeemed.

    During  the year  ended  July  31,  1996,  Lehman  Brothers  Inc.,  ("Lehman
Brothers")  received no contingent  deferred  sales  charges  applicable to CDSC
Shares.

    No  employee of  Holdings,  Lehman  Brothers,  LBGAM or FDISG  receives  any
compensation  from the  Company  for  serving as an officer or  Director  of the
Company.  The  Company  pays each  Director  who is not a  director,  officer or
employee of Holdings, Lehman Brothers, LBGAM, FDISG or their affiliates a fee of
$20,000 per annum plus $500 per meeting  attended,  and reimburses  each of them
for travel and out-of-pocket expenses.

                                                                              39





LEHMAN BROTHERS FUNDS, INC.
DAILY INCOME FUND/MUNICIPAL INCOME FUND/
NEW YORK MUNICIPAL MONEY MARKET FUND

NOTES TO FINANCIAL STATEMENTS (CONTINUED)                    

    Boston Safe Deposit and Trust Company, an indirect,  wholly-owned subsidiary
of Mellon Bank Corporation, serves as the Fund's custodian.
FDISG serves as the Fund's transfer agent.

3. SERVICE AGREEMENTS

    Lehman Brothers acts as the distributor of each Fund's shares.

    Pursuant to Rule 12b-1 under the Investment Company Act of 1940, as amended,
the Company has adopted a plan of distribution (the "Plan of Distribution") with
respect to each class of shares of each  Fund.  Under the Plan of  Distribution,
the Funds have  agreed,  with  respect to each class,  to pay Lehman  Brothers a
distribution  fee accrued  daily and paid  monthly at an annual rate of 0.25% of
the  value of  their  respective  average  daily  net  assets  for  advertising,
marketing and distributing its shares.

    For the  year  ended  July  31,  1996,  each  Fund  incurred  the  following
distribution fees:

                                            SELECT SHARES            CDSC SHARES
- --------------------------------------------------------------------------------
Daily Income Fund                             $1,713,738                 $59
Municipal Income Fund                            619,624                 --
New York Municipal Money Market Fund             119,802                 N/A
- --------------------------------------------------------------------------------


    Lehman Brothers may waive fees in relation to the Plan of Distribution.  For
the year ended July 31,  1996,  Lehman  Brothers  waived fees in relation to the
Plan of Distribution as follows:

                                                                     FEES WAIVED
- --------------------------------------------------------------------------------
Daily Income Fund                                                     $479,863
Municipal Income Fund                                                  173,495
New York Municipal Money Market Fund                                    33,545
- --------------------------------------------------------------------------------


4. SHARES OF CAPITAL STOCK

    The Board of Directors has  authority to issue 10 billion  shares of capital
stock  ($0.001 par value) for the  Company.  The shares of Daily Income Fund and
Municipal  Income Fund are divided into three classes of shares:  Select Shares,
CDSC Shares and Global Clearing Shares.  New York Municipal Money Market Fund is
divided into two classes of shares:  Select Shares and Global  Clearing  Shares.
Global Clearing Shares

40






LEHMAN BROTHERS FUNDS, INC.
DAILY INCOME FUND/MUNICIPAL INCOME FUND/
NEW YORK MUNICIPAL MONEY MARKET FUND

NOTES TO FINANCIAL STATEMENTS (CONTINUED)                        

have not yet been  offered  to the  public.  Since the Funds  have sold  shares,
issued shares as  reinvestments of dividends and redeemed shares only at the net
asset value of $1.00 per share, the number of shares  represented by such sales,
reinvestments  and redemptions is the same as the dollar amounts shown below for
such transactions.

    The tables below summarize the capital stock  transactions  for Daily Income
Fund, Municipal Income Fund and New York Municipal Money Market Fund:

<TABLE>
<CAPTION>


                                        YEAR ENDED                YEAR ENDED
                                         07/31/96                  07/31/95
DAILY INCOME FUND:                   SHARES AND AMOUNT         SHARES AND AMOUNT
- --------------------------------------------------------------------------------
<S>                                       <C>                       <C>
Select Shares:
Sold                                 $ 3,466,735,007           $ 3,904,923,625
Dividend Reinvestment                     32,370,310                34,228,906
Redeemed                              (3,455,657,648)           (4,053,366,317)
- --------------------------------------------------------------------------------
Net increase/(decrease)              $    43,447,669          $   (114,213,786)
- --------------------------------------------------------------------------------
</TABLE>


<TABLE>
<CAPTION>


                                        YEAR ENDED               PERIOD ENDED
                                         07/31/96                  07/31/95*
                                     SHARES AND AMOUNT         SHARES AND AMOUNT
- --------------------------------------------------------------------------------
<S>                                        <C>                        <C>
CDSC Shares:
Sold                                       --                      $  74,550
Dividend Reinvestment                    $ 1,159                        633
Redeemed                                   --                       (52,333)
- --------------------------------------------------------------------------------
Net increase                             $ 1,159                   $  22,850
- --------------------------------------------------------------------------------
</TABLE>

* Daily Income Fund CDSC Shares commenced operations on November 16, 1994.

<TABLE>
<CAPTION>

                                      YEAR ENDED                  YEAR ENDED
                                       07/31/96                    07/31/95
MUNICIPAL INCOME FUND:            SHARES AND AMOUNT            SHARES AND AMOUNT
- --------------------------------------------------------------------------------
<S>                                     <C>                          <C>
Select Shares:
Sold                               $  1,359,377,406            $ 1,351,615,104
Dividend Reinvestment                    7,346,407                   8,434,959
Redeemed                            (1,439,074,354)             (1,327,648,068)
- --------------------------------------------------------------------------------
Net increase/(decrease)            $    (72,350,541)           $    32,401,995
- --------------------------------------------------------------------------------
</TABLE>

                                                                              41




LEHMAN BROTHERS FUNDS, INC.
DAILY INCOME FUND/MUNICIPAL INCOME FUND/
NEW YORK MUNICIPAL MONEY MARKET FUND

NOTES TO FINANCIAL STATEMENTS (CONTINUED)    

<TABLE>
<CAPTION>

                                         YEAR ENDED                YEAR ENDED
MUNICIPAL INCOME FUND:                    07/31/96                  07/31/95
(CONTINUED)                          SHARES AND AMOUNT         SHARES AND AMOUNT
- --------------------------------------------------------------------------------
<S>                                        <C>                           <C>
CDSC SHARES:
Sold                                           --                          --
Dividend Reinvestment                          --                       $   78
Redeemed                                       --                       (9,865)
- --------------------------------------------------------------------------------
Net decrease                                   --                       $(9,787)
- --------------------------------------------------------------------------------
</TABLE>

As of July 31, 1996, the Municipal Income Fund had issued 101 CDSC Shares
in the amount of $101 to Lehman Brothers.

<TABLE>
<CAPTION>
                                             PERIOD ENDED
NEW YORK MUNICIPAL                            07/31/96*
MONEY MARKET FUND:                        SHARES AND AMOUNT
- --------------------------------------------------------------------------------
<S>                                             <C>
Select Shares:
Sold                                        $ 214,947,806
Dividend Reinvestment                           1,350,735
Redeemed                                     (161,130,251)
- --------------------------------------------------------------------------------
Net increase                                $   55,168,290
- --------------------------------------------------------------------------------

* New York Municipal Money Market Fund Select Shares commenced
  operations on November 6, 1995.
</TABLE>

5. ORGANIZATION COSTS

    The Funds bear all costs in  connection  with their  organization  including
fees and expenses of registering  and qualifying  their shares for  distribution
under  Federal  and  state  securities  regulations.  All such  costs  are being
amortized  on the  straight-line  method  over a period of five  years  from the
commencement  of  operations  of each Fund. In the event that any of the initial
shares of the Funds are redeemed during such amortization period, the Funds will
be reimbursed for any unamortized  organization  costs in the same proportion as
the number of shares  redeemed bears to the number of initial shares held at the
time of redemption.

6. CAPITAL LOSS CARRYFORWARDS

    As of July 31, 1996,  the following  Funds had available for Federal  income
tax purposes unused capital losses as follows:

<TABLE>
<CAPTION>
        NAME OF FUND                  EXPIRING IN 2003          EXPIRING IN 2004
- --------------------------------------------------------------------------------
<S>                                        <C>                       <C>
Daily Income Fund                           --                      $ 9,600
Municipal Income Fund                     $16,808                    7,992
- --------------------------------------------------------------------------------
</TABLE>

42

                                                                             

LEHMAN BROTHERS FUNDS, INC.
DAILY INCOME FUND/MUNICIPAL INCOME FUND/
NEW YORK MUNICIPAL MONEY MARKET FUND

NOTES TO FINANCIAL STATEMENTS (CONTINUED)    


7. SUBSEQUENT EVENT

    On  September  6, 1996,  the Board of  Directors  of the Company  endorsed a
proposal  by Lehman  Brothers  Inc.  pursuant to which the shares of each of the
Company's funds held by Lehman's  brokerage  clients through Lehman's  automated
sweep program will be converted to shares in a  corresponding  fund sponsored by
Federated  Investors  having a  substantially  identical  investment  objective,
unless otherwise instructed by the shareholder. It is anticipated that following
the  conversions,  the  Company  will  be  dissolved,  subject  to any  required
approvals.



                                                                              43



LEHMAN BROTHERS FUNDS, INC.
DAILY INCOME FUND/MUNICIPAL INCOME FUND/
NEW YORK MUNICIPAL MONEY MARKET FUND

REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS


To the Shareholders and Directors
Lehman Brothers Funds, Inc.

    We have  audited  the  accompanying  statements  of assets and  liabilities,
including the portfolios of investments,  of Lehman  Brothers  Funds,  Inc. (the
"Fund")  (comprising  respectively,  Lehman  Brothers Daily Income Fund,  Lehman
Brothers  Municipal  Income Fund and Lehman  Brothers New York  Municipal  Money
Market Fund) as of July 31, 1996,  and the related  statements of operations for
the period then ended, the statements of changes in net assets and the financial
highlights  for each of the  periods  indicated  therein  for each Fund class of
shares.   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 are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. Our procedures included
confirmation of securities owned as of July 31, 1996, by correspondence with the
custodian  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 Lehman Brothers Funds, Inc., at
July 31, 1996, the results of their operations,  the changes in their net assets
and financial  highlights for each of the indicated  periods for each Fund class
of shares, in conformity with generally accepted accounting principles.


                                                /s/ ERNST & YOUNG




Boston, Massachusetts 
August 30, 1996 
Except for Note 7,
as to which the date is
September 9, 1996



44




LEHMAN BROTHERS FUNDS, INC.
DAILY INCOME FUND/MUNICIPAL INCOME FUND/
NEW YORK MUNICIPAL MONEY MARKET FUND

TAX INFORMATION (UNAUDITED)


For the Year Ended July 31, 1996

    Distributions  made from investment  income by the Municipal Income Fund and
the New York Municipal Money Market Fund are 100% tax exempt for regular Federal
income tax purposes.

    Of the total  distributions  made by the Daily  Income Fund from  investment
income,  4.04%  is  derived  from  investments  in U.S.  Government  and  Agency
obligations.  All or a portion of the distributions made from this income may be
exempt from  taxation at the state  level.  Please  consult your tax adviser for
state-specific information.


                                                                              45





                                LEHMAN BROTHERS
                    Lehman Brothers Inc. All Rights Reserved
                                Member SIPC
LB0011I6





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