BENHAM INVESTMENT TRUST
N-30D, 1995-10-25
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                                  BENHAM PRIME
                               MONEY MARKET FUND


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


                               Semiannual Report

                                August 31, 1995



                          [picture of desk with books,
                     lamp, glasses, and writing materials]






                        [company logo] The Benham Group
              Part of the Twentieth Century Family of Mutual Funds
                                     <PAGE>
                         Contents

U.S. Economic Review                                      1

Performance Information                                   2

Portfolio Statistics & Composition                        3

Market Discussion                                         5

Management Discussion
Fund Performance and Strategy                             6
Credit Quality and Diversification                        8

Investment Fundamentals
Definitions                                              10
Money Market Instruments                                 11
Managing Portfolio Risk                                  13
Money Fund Summary                                       14

Financial Information
Financial Highlights                                     17
Financial Statements                                     18
Schedule of Investment Securities                        24
<PAGE>
                        U.S. Economic Review
                                                        (head shot of
                          James M. Benham              James M. Benham) 
                       Chairman of the Board

Lower-than-expected  inflation  during the 12 months ended  September  30, 1995,
helped generate  optimism in the U.S.  financial  markets.  U.S.  inflation,  as
measured by the consumer  price index,  increased at an annual rate of just 2.5%
during  the  12-month  period.  Corporate  mergers,  downsizing  and  global job
competition kept labor costs low, and  technological  advances made U.S. workers
more efficient, boosting U.S. productivity to a 10-year high.

[graph data described below]
Slow economic growth also  contributed  significantly to the low inflation rate.
The Federal Reserve (the Fed) surprised almost everyone by achieving its goal of
slow economic  growth and low inflation,  the so-called  "soft landing." The Fed
raised short-term interest rates seven times from February 1994 to February 1995
(see the  accompanying  graph) to slow the economy and  prevent  inflation.  The
higher  interest  rates caused  slowdowns in auto,  home and retail sales in the
first  quarter of 1995.  Growth  was even  slower in the  second  quarter.  U.S.
employment  suffered  the  biggest  monthly  jobs  decline  in four  years,  and
industrial  production  declined for three consecutive months. As a result, real
annual growth was just 1.3% in the second quarter.

Evidence of economic  weakness was so  pronounced by the summer of 1995 that the
Fed reduced  interest  rates in early  July.  The Fed lowered its target for the
federal funds rate from 6.00% to 5.75%, the Fed's first rate cut since September
1992.  Despite this action,  economic  signals  remained mixed through the third
quarter.  Signs of strength appeared in the housing and  manufacturing  sectors,
but consumer  confidence ebbed and retail sales lagged.  As a result,  the Fed's
interest rate policy  committee left interest rates  unchanged at its August and
September meetings.

Despite the Fed's  inaction in September,  many analysts  still expect  interest
rates to decline  by the end of the year.  Some  believe  that the Fed could cut
rates at its next policy  committee  meeting on  November  15, but it looks more
likely that the Fed will wait to see if Congress and President  Clinton agree on
a meaningful budget deficit reduction plan.

[graph data mentioned above]
       Short-Term U.S. Interest Rates
                  9/91-9/95
         Discount Rate     Fed Funds Rate    
Sep-91         5                5.45         
Oct-91         5                5.21         
Nov-91         4.5              4.81         
Dec-91         3.5              4.43         
Jan-92         3.5              4.03         
Feb-92         3.5              4.06         
Mar-92         3.5              3.98         
Apr-92         3.5              3.73         
May-92         3.5              3.82         
Jun-92         3.5              3.76         
Jul-92         3                3.25         
Aug-92         3                3.3          
Sep-92         3                3.22         
Oct-92         3                3.1          
Nov-92         3                3.09         
Dec-92         3                2.92         
Jan-93         3                3.02         
Feb-93         3                3.03         
Mar-93         3                3.07         
Apr-93         3                2.96         
May-93         3                3            
Jun-93         3                3.04         
Jul-93         3                3.06
Aug-93         3                3.03
Sep-93         3                3.09
Oct-93         3                2.99
Nov-93         3                3.02
Dec-93         3                2.96
Jan-94         3                3.05 
Feb-94         3                3.25 
Mar-94         3                3.34 
Apr-94         3                3.56 
May-94         3.5              4.01 
Jun-94         3.5              4.25 
Jul-94         3.5              4.26 
Aug-94         4                4.47 
Sep-94         4                4.73 
Oct-94         4                4.76 
Nov-94         4.75             5.29 
Dec-94         4.75             5.45 
Jan-95         4.75             5.53 
Feb-95         5.25             5.92 
Mar-95         5.25             5.98 
Apr-95         5.25             6.05 
May-95         5.25             6.01 
Jun-95         5.25             5.98 
Jul-95         5.25             5.77 
Aug-95         5.25             5.75 
Sep-95         5.25             5.8  

1
<PAGE>

                             Performance Information

                         Yield and Total Return Summary
                        For Periods Ended August 31, 1995

                                                    Average Annual Total Returns
     Net Asset        7-Day        7-Day            ----------------------------
       Value         Current     Effective                            Life of
 (3/1/95-8/31/95)     Yield        Yield              1 Year  5 Years   Fund

       $1.00          5.40%        5.55%               5.71%     N/A    4.94%

The Fund commenced operations on November 17, 1993.

Please Note:  Yields and total returns are based on historical Fund  performance
and do not guarantee  future  results.  The Fund's yields and total returns will
vary. The U.S.  government  neither  insures nor  guarantees  investments in the
Fund.  The Fund is managed to maintain a stable $1.00 share price,  but, as with
all money market funds,  there is no assurance  that the Fund will be able to do
so.

                             Performance Definitions

The 7-day  current  yield is  calculated  based on the  income  generated  by an
investment  in the Fund over a seven-day  period and is  expressed  as an annual
percentage  rate. The 7-day  effective yield is calculated  similarly,  although
this figure is slightly  higher than the Fund's 7-day  current  yield because of
the effects of compounding. The 7-day effective yield assumes that income earned
from the Fund's  investments  is reinvested and  generating  additional  income.

Total return figures show the overall  dollar or percentage  change in the value
of a  hypothetical  investment  in the Fund and  assume  that all of the  Fund's
distributions  are  reinvested.  An average annual total return  illustrates the
annually  compounded return that would have produced the Fund's cumulative total
return if the Fund's  performance  had been  constant  over the  entire  period.
Average annual total returns smooth out variations in a fund's return;  they are
not the same as year-by-year  results.  For fiscal  year-by-year  total returns,
please refer to the Fund's "Financial Highlights" on page 17.

                          Lipper Performance Comparison

Lipper  Analytical  Services  (Lipper) is an  independent  mutual  fund  ranking
service  located in Summit,  NJ.  Category  average  total  returns are based on
cumulative  and average  annual total  returns for the periods ended 8/31/95 for
the funds in Lipper's "Money Market Funds" category.

                                 6 Months     1 Year            Life of Fund+

The Fund's Total Return:         2.88%        5.71%             4.98%
Category Average Total Return:   2.69%        5.13%             4.28%
The Fund's Ranking               N/A          8 out of 256      2 out of 238

+ From November 30, 1993, to August 31, 1995.

Total returns are based on historical performance and do not guarantee future
results.



2
<PAGE>

                       Portfolio Statistics & Composition*

                            Key Portfolio Statistics
                            8/31/95                 2/28/95

Market Value:               $1,325,455,083          $1,498,055,552
Number of Issues:           88                      105
Average Maturity:           65 days                 51 days
Average Coupon:             5.46%                   6.15%

For definitions of these terms, see page 10.


                        Portfolio Composition by Country
                                  (pie charts)

                      8/31/95                    2/28/95               
                      [graph data]               [graph data]          
                      Other: 11.0%               Other: 17.6%          
                      Other European: 16.3%      Other European: 15.6% 
                      Sweden: 6.4%               Netherlands: 7.2%     
                      Canada: 8.2%               Germany: 8.3%         
                      Japan: 11.7%               Japan: 15.8%          
                      U.S.: 46.4%                U.S.: 35.5%           
                           
"Other European"  includes Germany and the Netherlands in the 8/31/95 graph, and
France,  the United  Kingdom,  Italy and  Switzerland  in both  graphs.  "Other"
includes Australia,  Mexico and the Cayman Islands.  See page 8 for a discussion
of the Fund's country limits and foreign vs. domestic limits.


                        Portfolio Composition by Industry
                                  (pie charts)

8/31/95
[graph data]
Other: 18%
Misc. Financial Services: 9%
U.S. Treasury & Govt. Agency Securities: 12%
Corporate Leasing & Financing: 15%
Banks: 46%

2/28/95
[graph data]
Other: 24%
U.S. Govt. Agency Securities: 10%
Misc. Financial Services: 13%
Corporate Leasing & Financing: 15%
Banks: 38%

See page 8 for a discussion of the Fund's issuer limits,  industry  limits,  and
financial institution vs. industrial exposure.

* The composition of the Fund's portfolio is subject to change.



3
<PAGE>

                             Portfolio Composition*

                             Composition By Maturity
                                  (pie charts)

                    8/31/95                   2/28/95            
                    [graph data]              [graph data]       
                    121-397 Days: 14.0%       121-397 Days: 13.5%
                    91-120 Days: 7.0%         91-120 Days: 11.5% 
                    61-90 Days: 13.0%         61-90 Days: 13.0%  
                    31-60 Days: 22.0%         31-60 Days: 32.0%  
                    1-30 Days: 44.0%          1-30 Days: 30.0%   
                          
The Fund buys only U.S. dollar-denominated obligations with remaining maturities
of 13 months  (397  days) or less.  The Fund also  maintains  a  dollar-weighted
average  portfolio  maturity of 90 days or less,  with 50-60 days  considered  a
"neutral" position.

                         Composition By Investment Type
                                  (pie charts)
 
8/31/95
[graph data]
Other: 9.0%
Eurodollar CDs: 5.0%
Floating-Rate Notes: 5.0%
U.S. Govt. Agency Notes: 7.0%
Yankee Certificates of Deposit: 16.0%
Commercial Paper: 58.0%

2/28/95
[graph data]
Other: 9.0%
Bankers' Acceptances: 5.0%
Floating-Rate Notes: 5.2%
U.S. Govt. Agency Discount Notes: 6.3%
Yankee Certificates of Deposit: 16.2%
Commercial Paper: 58.3%

These investment types are defined on page 10.

                     Composition By S&P Credit Rating
                               (pie charts)

         8/31/95                            2/28/95                          
         [graph data]                       [graph data]                     
         U.S. Govt. Agency Securities: 11%  U.S. Govt. Agency Securities: 10%
         A-2: 5%                            A-2: 3%                          
         A-1: 20%                           A-1: 18%                         
         A-1+: 64%                          A-1+: 69%                        

The Fund restricts its investments to obligations considered "first-tier" by the
SEC or "high-quality" according to guidelines established by the Fund's Board of
Trustees.  First-tier obligations have received the highest rating from at least
two credit  rating  agencies  such as Moody's and Standard & Poor's  (S&P).  For
example,  A-1 (which  includes  A-1+) is S&P's highest  commercial  paper credit
rating.  The A-2 rated securities shown above are considered  first-tier because
they  received  top ratings  from two rating  services  other than S&P. The U.S.
government  agency securities are nonrated  obligations of  government-sponsored
enterprises  that have been determined to be of comparable  quality to A-1 rated
obligations.

* The composition of the Fund's portfolio is subject to change.



4
<PAGE>

                                Market Discussion
                              Questions and Answers
                      with Amy O`Donnell, Portfolio Manager

Q:   How have U.S. money market yields behaved so far in 1995?

A:   Treasury  bill  yields,  which are  generally  tracked by other U.S.  money
     market instruments,  have held fairly steady during 1995,  remaining mostly
     in the 5.50% to 6.00% range.  This  steadiness  reflects low  inflation and
     slow U.S.  economic  growth  (see page 1),  plus the fact that the Fed made
     only two offsetting  interest rate  adjustments in the first nine months of
     1995.  Treasury bill yields hovered  around  5.70-5.80% at the beginning of
     1995, then rose to 6.00% after the Fed raised short-term  interest rates by
     50 basis points* in February. In June, yields fell back toward 5.50% as the
     economy ground to a halt and the market anticipated an interest rate cut by
     the Fed. After the Fed cut rates by 25 basis points in July,  yields stayed
     in the neighborhood of 5.60% until  September.  That's when weakness in the
     manufacturing  sector and  expectations of another Fed interest rate cut by
     year end caused yields to dip below 5.50%.

Q:   Have there been any other factors that affected U.S. money market yields?

A:   Issuance of commercial  paper  declined as the economy  weakened,  and this
     depressed  supply and yields.  Economic  uncertainty  also caused the money
     market  yield  curve*  to  flatten,   providing  little  incentive  to  buy
     securities with longer  maturities.  However,  the money market yield curve
     developed a negative slope in June (one-month  securities had higher yields
     than one-year securities). That happened because there was so much issuance
     in the one- to two-month area in  anticipation  of a Fed interest rate cut.
     Issuers did not want to pay high interest rates on  longer-term  securities
     after a rate cut, so they issued short-term securities instead. After July,
     the  yield  curve  shifted  to a  positive  slope as  demand  picked up for
     short-term securities, then flattened again as uncertainty prevailed.

Q:   What is the outlook for Fed policy and short-term interest rates?

A:   As of this  writing in early  October,  lower  rates seem more  likely than
     higher  rates.  The money  market was  anticipating  another 25 basis point
     interest  rate cut by the Fed when yields  dipped  below 5.50% in the third
     quarter.  However,  we believe the economic  signals have been too mixed to
     warrant an  immediate  rate cut.  We believe it could take a series of weak
     economic  signals or a meaningful  deficit  reduction bill from Congress to
     convince the Fed to further reduce interest rates.  Until then,  short-term
     interest  rates and money  market  yields are likely to stay near the lower
     end of their 1995 range as long as inflation  remains  subdued and economic
     growth is slow to moderate.

* Defined on page 10.


5
<PAGE>
                              Management Discussion

                          Fund Performance and Strategy
                      with Amy O`Donnell, Portfolio Manager

We recommend  reviewing  the  Investment  Fundamentals,  U.S.  Economic  Review,
Performance  Information  and Market  Discussion  sections prior to reading this
discussion.  Words and investment  terms marked with an asterisk (*) are defined
on page 10.

Q:   How did the Fund perform?

A:   In absolute terms,  the Fund continued to meet its investment  objective of
     seeking the highest level of current income consistent with preservation of
     capital (see the top of page 2 for the Fund's net asset  value,  yields and
     average annual total returns as of August 31, 1995). In relative terms, the
     Fund  continued to outperform  its peer group,  which consists of more than
     200  funds  in  Lipper's  "Money  Market  Funds"  category.  The  Fund  has
     consistently  and  significantly  outperformed  the category  average total
     return (see the Lipper Performance Comparison on page 2).

Q:   Why has the Fund's yield dropped significantly since February?

A:   The main reason for the decline is the performance of the U.S. money market
     (see  page  5).  Treasury  bill  yields,  which  other  U.S.  money  market
     instruments generally track, peaked at around 6.00% in February,  after the
     Fed  raised  the  federal  funds rate  target to 6.00%.  Later,  short-term
     interest rates and money market yields fell as economic  reports  indicated
     unexpected economic weakness in the second quarter.
     
     Two smaller  contributing  factors to the Fund's yield  decline were higher
     fees and higher credit quality.  Before 1995, Benham Management Corporation
     waived  all  management  fees for the Fund and  absorbed  all of the Fund's
     operating  expenses.  On  January  1,  1995,  the  Fund  began  paying  for
     management  fees  and  operating  expenses  at an  annual  rate of 0.10% of
     average daily net assets.  The Fund's expense  payments  increased in 0.10%
     monthly  increments  until May,  when they  reached the Fund's 0.50% annual
     expense   cap.   We  also   increased   the  Fund's   credit   quality  and
     diversification  (see  the  discussion  on  pages 8 and 9).  Higher  credit
     quality  can  result  in  lower  yields  because   reduced  risk  typically
     translates into reduced  returns.  



6
<PAGE>
                              Management Discussion
 
                          Fund Performance and Strategy
                       (continued from the previous page)


Q:   Do the new credit  limits (see page 8) explain why the Fund  increased  its
     U.S.  exposure  and reduced its  Japanese  exposure  between  February  and
     August? (See the Portfolio Composition by Country graphs on page 3.)

A:   That's part of the reason. We were also continuing a strategy to reduce the
     Fund's Japanese  exposure that began a year ago. In August 1994, the Fund's
     Japanese  position exceeded 50% of the portfolio.  We became  uncomfortable
     when we saw  conditions  developing in the Japanese  banking  industry that
     increased the credit risk among Japanese banks that issue commercial paper,
     especially the smaller issuers.

     By the time the Japanese banking crisis became front page headlines in June
     1995,  we had cut the  Fund's  exposure  to less than 15%.  Even after that
     significant  reduction,  we still were not finished.  As of this writing in
     early October,  we have reduced the Fund's Japanese  exposure to just 5% of
     the  portfolio.  The Japanese bank  securities  still held by the Fund were
     issued by Japan's seven largest and most creditworthy banks.

Q:   In the Fund's February 28, 1995,  annual report,  you discussed two taxable
     municipal notes owned by the Fund that were issued by  municipalities  that
     participated  in  Orange  County's  investment  pool.  You said that the $5
     million  note  issued by the City of Anaheim  was fully  repaid on April 4.
     What  happened  with the  remaining $5 million City of Irvine note that was
     due on July 26?

A:   The Irvine note was repaid in full with  accrued  interest on May 24, prior
     to maturity. Since the note repayment date, the Fund has not owned any debt
     issued by municipalities  that  participated in Orange County's  investment
     pool.

Q:   Does the Fund own  municipal  securities  issued  by any  other  California
     municipality?

A:   No.  Since May 24,  the Fund has not owned  debt  issued by any  California
     municipality.  That's  not to say  that  the  Fund  will  not  own  taxable
     California  municipal  notes in the  future,  but those  investments  would
     receive  careful  scrutiny.  Furthermore,  we  would  keep  the size of the
     investment within preset limits (see the Credit Quality and Diversification
     discussion on pages 8 and 9).



7
<PAGE>

                              Management Discussion

                       Credit Quality and Diversification
             with Vicki Zesses, Manager of Corporate Credit Research

Vicki  Zesses is  responsible  for  managing  credit  research  and credit  risk
reduction for all Twentieth  Century and Benham  corporate money market and bond
funds. She has 11 years of experience in managing  corporate credit research and
risk.

Q:   The Fund's February 28, 1995, annual report referred to plans to expand the
     credit  analysis  team and increase its  resources.  What changes have been
     made? What changes are in progress?

A:   The most  significant  changes  that have been made so far have been in our
     systems  and  procedures.  We are in the process of  implementing  a credit
     management  system based on a series of limits.  These limits help the fund
     managers  maintain  sufficient  diversification  and credit  quality in the
     funds to  minimize  credit  risk (see page 13 for a further  discussion  of
     credit quality and credit risk).

Q:   Can you describe these limits?

A:   Basically, the limits are a way to cap the exposure to each issuer, country
     and industry. For example,  issuer limits are based on each issuer's credit
     quality, size and market share--how much paper it issues. We are willing to
     hold  more  securities  issued  by a large  AAA-rated  company  than from a
     smaller  A-rated  company,  but we  still  have  limits  on how much of the
     AAA-rated  company's  paper we can  hold.  This  protects  the  funds  from
     unexpected  developments that might affect an issuer's ability to repay its
     debt or make interest payments.

     For the same reasons,  we do not want the funds  overexposed  to any single
     country or  industry.  Country  limits  are  determined  by each  country's
     financial strength, economic condition and political environment.  Industry
     limits take into account each  industry's  sensitivity to the ups and downs
     of the business cycle, as well as the economic and regulatory environment.



8
<PAGE>

                              Management Discussion

                       Credit Quality and Diversification
                       (continued from the previous page)

Q:   What other changes have occurred?

A:   The merger  between  Benham and  Twentieth  Century has benefited the Prime
     Fund because fund  management can now share Twentieth  Century's  resources
     and experience.  Twentieth  Century has managed its Cash Reserve fund (with
     $1.45 billion in assets as of 9/30/95)  since March 1985, so it brings over
     10 years of  experience  in managing  corporate  money market  funds.  Cash
     Reserve's  management team moved recently from Kansas City to Mountain View
     and now shares offices with the Prime Fund's  management.  As a result,  we
     have been able to work  alongside  Cash  Reserve's  managers  and use their
     analytical resources.

     We have also received financial backing from Twentieth Century to add staff
     and resources. In the next year, we plan to continue to expand our staff of
     credit analysts.  In addition, we plan to increase and build our analytical
     tools, including databases of company financial information.

Q:   What motivated these changes?

A:   Our objective is to become less reliant upon the research of outside rating
     agencies  such as Standard & Poor's and  Moody's.  We want to increase  our
     capability to scrutinize  investments  and  potential  investments  for the
     Twentieth Century and Benham corporate bond and money market funds.

     The Orange County  bankruptcy at the end of 1994  reinforced the importance
     of corporate  credit  research and  demonstrated  the  shortcomings  of the
     outside  agencies.  The sheer number of financial  entities  these agencies
     have to review each year can cause lags in their review process and lead to
     dated and unreliable  information.  Their divided focus can also call their
     data into question--the outside agencies have two sets of clients, while we
     have only one. The primary  clients of the  agencies are security  issuers,
     who need the  ratings  so they can sell  their  securities.  The  secondary
     clients of the agencies are investors,  who need to know the credit quality
     of what they are  buying.  By  contrast,  we serve only the funds and their
     shareholders.



9
<PAGE>

                             Investment Fundamentals
                                   Definitions

Common Money Market Instruments
Bankers'  Acceptances  (BAs)--securities  issued by banks to finance  commercial
trade.  BAs bear an importer's name and allow the importer to back its pledge to
pay for  imported  goods with a bank's  pledge to cover the  transaction  if the
importer  cannot do so.  

Certificates  of  Deposit(CDs)/Eurodollar CDs/Yankee CDs--see page 12. 

Commercial  Paper--see page 11. 

Floating-Rate  Notes--see page 12. 

Government Agency Notes--see page 11. 

Government Agency Discount  Notes--see page 11.


Portfolio Statistics
Market Value--the market value of a fund's investments on a given date.

Number of Issues--the number of different securities issuances held by a fund on
a given date. 

Average Maturity--a  weighted average of all bond maturities.  See page 13.
 
Average Coupon--a  weighted average of all coupons held. See the coupon
definition below.


Investment Terms
Basis Points--a basis point equals one  one-hundredth  of a percentage point (or
0.01%).  Therefore,  100 basis points equals one percentage point (or 1%). Basis
points are used to avoid confusion about interest rate changes.  For example, if
an economist says that interest rates rose 1%, does that mean 1% of the previous
rate, or one percentage  point?  Saying that interest rates  increased 100 basis
points is a more precise way of describing the change.

Coupon--the   stated  interest  rate  on  a  security.   

Credit Ratings/Credit Quality/Credit Risk--see page 13.

Diversification--a  strategy designed to reduce investment risk by owning assets
that  behave  differently  when  market  conditions   change.   

Federal  Reserve (Fed)--the U.S. central bank. It controls U.S. interest rate 
policy.

Money Market--see page 11.
Yield Curve--a graphic  representation of the relationship  between maturity and
yield  for  fixed-income   securities.   Yield  curve  graphs  plot  lengthening
maturities  along the horizontal axis and rising yields along the vertical axis.
Most "normal"  yield curves start in the lower left corner of the graph and rise
to the upper right corner,  indicating that yields rise as maturities  lengthen.
This   upward   sloping   yield   curve   illustrates   a   normal   risk/return
relationship--more return (yield) for more risk (a longer maturity). Conversely,
a "flat" yield curve provides little or no extra return for taking on more risk.



10
<PAGE>

                             Investment Fundamentals

                            Money Market Instruments

Q:   What is the "money market?"

A:   The  money  market  is a highly  liquid,  multi-trillion  dollar  worldwide
     financial  market  that  matches  supply  from   corporations,   banks  and
     governments  that have  short-term cash or borrowing needs with demand from
     investors   who  want  to  buy   short-term,   low-risk,   interest-bearing
     instruments.  On the supply side, corporate,  financial and fiscal entities
     sometimes have more current obligations to meet than cash on hand, and they
     need to raise money.  They are therefore willing to sell short-term IOUs to
     investors in exchange for cash. For example,  corporations issue short-term
     securities  called commercial paper to raise cash to cover current expenses
     that  are  incurred  before  anticipated  revenues.  On  the  demand  side,
     investors want a place to "park" their money in the short term where it can
     earn   interest,   retain  value  and  be  readily   available   for  other
     opportunities or expense payments. Finance officers at corporations, banks,
     government  offices and  securities  firms saw how they could  satisfy both
     sides by  issuing  certain  types of debt  securities.  Most  money  market
     securities  are issued at a discount  and pay full  value at  maturity  (13
     months or less). The difference between the purchase value and the maturity
     value is the imputed interest.

Q:   What is commercial paper (CP)?

A:   CP is  short-term  debt issued by large  corporations  to raise cash and to
     cover current  expenses in  anticipation  of future  revenues.  The maximum
     maturity for CP is 270 days, although most CP is issued in a one- to 50-day
     maturity range. CP rates generally track those of other widely traded money
     market instruments such as Treasury bills and certificates of deposit,  but
     they are  also  influenced  by the  maturity  date and the size and  credit
     rating of the issuer.

Q:   What are U.S. government agency notes?

A:   Government agency notes are  intermediate-term  obligations  issued by U.S.
     government  agencies such as the Federal Farm Credit Bank, the Federal Home
     Loan Bank and the Federal National Mortgage Association. They are available
     in  maturities  ranging from three months to 30 years.  The Fund  typically
     buys these notes with remaining terms of 120 days or less.

Q:   What are U.S. government agency discount notes?

A:   U.S.  government  agency  discount  notes are  short-term  debt  securities
     (ranging in maturity from one day to 12 months)  issued by U.S.  government
     agencies.  These  notes are sold at a discount  and  achieve  face value at
     maturity.



11
<PAGE>

                             Investment Fundamentals

                            Money Market Instruments
                       (Continued from the previous page)

Q:   What are  certificates  of deposit  (CDs)?  What are Yankee  CDs?  What are
     Eurodollar CDs?

A:   CDs represent a bank's  obligation to repay money  deposited  with it for a
     specified  period of time.  Different types of CDs have different  issuers.
     For example,  Yankee CDs are issued by U.S.  branches of foreign banks, and
     Eurodollar  CDs are  issued  in  London  by U.S.,  Canadian,  European  and
     Japanese banks.

Q:   What are floating-rate notes (FRNs)? Are they derivatives?

A:   FRNs are debt securities whose interest rates change when a designated base
     rate changes. The base rate is often a bank's prime rate, the federal funds
     rate, the 90-day U.S.  Treasury bill rate or the London  Interbank  Offered
     Rate (LIBOR) on Eurodollar deposits traded between banks. FRNs derive their
     interest rates from their  designated base rates, so they can be considered
     derivatives.  However,  FRNs are not "risky derivatives." Their behavior is
     similar to that of their designated base rates. The SEC has recognized this
     similarity and does not consider FRNs to be inappropriate money market fund
     securities.

     FRNs are useful because they can save money for both issuers and investors.
     Issuers  can save money  because  issuing  one set of FRNs  allows  them to
     borrow  short-term  money  without  refiling  each  month  with  the SEC or
     incurring monthly brokerage costs. Issuers share the savings with investors
     in the form of lower prices,  which they use to attract investors away from
     traditional securities.

Q:   What is Benham's general policy toward derivatives?

A:   We use derivatives  carefully and sparingly in just a handful of funds. The
     derivatives are just a small percentage of the funds' total holdings. These
     funds own derivatives  primarily as substitutes for other securities or for
     risk reduction.

     Because of the existence of favorable, nonspeculative uses for derivatives,
     investors who are concerned about derivatives may want to focus more on use
     than  ownership.  Instead of "Do you own  derivatives?,"  better  questions
     might include:

     o "What types of derivatives are you using?"

     o "For what purpose are you using derivatives?"

     o "What percentage of your investment portfolio consists of derivatives?"



12
<PAGE>

                             Investment Fundamentals

                             Managing Portfolio Risk


Q:   What is average maturity? Why is it important?

A:   Average  maturity  measures the interest rate sensitivity and interest rate
     exposure of a portfolio. It shows the average amount of time that will pass
     until a portfolio receives its principal payments from matured  securities.
     The  longer a  portfolio's  average  maturity  is, the more  interest  rate
     exposure and interest  rate  sensitivity  it has. For example,  a portfolio
     with a 90-day  average  maturity  will take much  longer  to  reinvest  its
     maturing  securities  than a  portfolio  with a  30-day  average  maturity.
     Portfolios  with longer average  maturities  generally pay higher yields to
     compensate for the greater interest rate exposure. To help ensure the share
     price  stability  of money  funds,  the SEC  mandates  that a money  fund's
     average maturity cannot exceed 90 days.

a    Average  maturity is also an important  strategic  tool.  Reducing a fund's
     average  maturity as interest  rates rise allows the  portfolio  manager to
     more  quickly  reinvest  matured  assets  in  higher-yielding   securities.
     Conversely,  lengthening a fund's  average  maturity as interest rates fall
     allows the portfolio manager to "lock in" higher yields.

Q:   Why are credit quality and credit ratings so important?

A:   Because of credit  risk--the  risk of an issuer of a money market  security
     defaulting on its debt.  Each Benham money fund must meet stringent  credit
     standards that help assure the preservation of invested capital. The credit
     ratings  reflect the  financial  strength  of the issuers and assess  their
     ability to repay debt.

     Credit ratings issued by independent  rating and research companies such as
     Standard & Poor's help quantify  credit  quality--the  stronger the issuer,
     the higher the credit rating.  In turn,  credit quality and ratings greatly
     influence  the prices and yields of money market  securities--high  ratings
     mean higher  prices and less current  income  (yield) as  compensation  for
     risk.

     But credit ratings are subjective.  They reflect the opinions of the rating
     agencies that issue them and are not absolute standards of quality,  as the
     Orange County  bankruptcy made painfully clear. In that case,  highly rated
     securities issued by a wealthy county still suffered defaults. Furthermore,
     in addition to the credit risk,  there is still  market  risk.  High credit
     ratings do not guarantee good investment  performance.  They do not reflect
     the price  stability  of a  security  when  economic  or market  conditions
     change.



13
<PAGE>

                             Investment Fundamentals

                               Money Fund Summary

Q:   What is the  advantage  of  investing  in a money  market  fund  instead of
     investing directly in money market instruments?

A:   Aside from  convenience,  there are  actually  several  advantages.  One is
     professional  management--money  fund  shareholders  don't have to make any
     investment  decisions after selecting their money fund or funds. Another is
     diversification  (a strategy  with the objective of reducing risk by owning
     multiple securities),  particularly for smaller investors who cannot afford
     to create a diversified portfolio with the money they have available.

     Relying  on  professional   management  and  diversifying  your  investment
     portfolio  with a money  fund can  reduce  two kinds of risk.  The first is
     market risk--the risk of an individual  security declining in value because
     of changing economic or market conditions (such as rising interest rates or
     lower demand from investors). The second is credit risk, as defined on page
     13.  Investors  are less  likely  to be  affected  by these  risks if their
     portfolios have multiple  security types and multiple issues that have been
     selected and evaluated by investment professionals.

Q:   What  are  other  advantages  of  investing  in a money  market  fund  over
     investing directly in money market instruments? What are the drawbacks?

A:   Another advantage is greater investment  flexibility.  Unlike investors who
     own CDs and other time deposits,  money fund investors can move their money
     around with relative  ease.  Money fund  investors can also invest  smaller
     amounts than the minimums for some types of money market  instruments  (for
     example,  the minimum Treasury bill purchase is $5,000),  and they can make
     odd-size  investments  (for example,  $3,335.43  instead of a round number,
     such as $5,000).  Money fund investors also have the  flexibility to invest
     in  securities  (through  their funds) that are not available to individual
     investors.

     The drawbacks relate to insurance and guarantees.  Money fund  shareholders
     should remember that unlike  FDIC-insured CDs, the U.S.  government neither
     insures  nor  guarantees  investments  in money  funds,  and no matter  how
     conservative  they are,  money fund  managers  cannot assure that the funds
     will be able to maintain their $1 share price.

Q:   What are the basic differences between Benham's money market funds?

A:   There are four basic differences--their investment portfolios, risk levels,
     taxability of income, and derivative policies (see next page).



14
<PAGE>
                            Investment Fundamentals

                               Money Fund Summary
                       (Continued from the previous page)


Q:   What are the  differences  in the  investment  portfolios  of Benham  money
     funds?

A:   Capital  Preservation  Fund (CPF)+ invests  exclusively in short-term  U.S.
     Treasury  securities.  Capital  Preservation  Fund  II  (CPF  II)+  invests
     primarily in repurchase  agreements  (repos) backed by securities  that are
     guaranteed by the U.S.  government.  Benham  Government Agency Fund (BGAF)+
     invests exclusively in short-term  securities issued by the U.S. government
     and its agencies.  The Prime Fund invests primarily in commercial paper and
     other  short-term  obligations  of  banks,  governments  and  corporations.
     Benham's  municipal  and tax-free  money  market funds invest  primarily in
     short-term   tax-exempt   debt   securities   backed  by  state  and  local
     municipalities.

Q:   What are the differences in risk?

A:   The  funds'  levels of risk range  from the  ultra-conservative  CPF to the
     somewhat  more  aggressive  Prime Fund.  CPF,  with its  portfolio  of U.S.
     Treasury securities,  has the least credit risk, while the Prime Fund tends
     to have more credit risk because it holds securities issued by corporations
     rather than by the U.S. government or U.S. government  agencies.  The Prime
     Fund also faces more market risk because it can extend its average maturity
     to 90 days, while CPF, BGAF and Benham's tax-free and municipal money funds
     typically do not extend their average maturities beyond 60 days. CPF II can
     only  extend  its  average  maturity  to  seven  days.  See  page  13 for a
     discussion of average maturity.

Q:   What are the differences in taxability of income?

A:   At one end of the tax spectrum, the Prime Fund and CPF II pay fully taxable
     income. At the other end, the California and Florida tax-free and municipal
     money funds+ pay income that is  completely  state and federal tax free for
     shareholders  who reside in those  states*.  The  National  Tax-Free  Money
     Market  Fund+ pays income that is federal tax free,  while CPF and BGAF pay
     income that is state tax free in most states.

     + To learn more about these Benham funds,  call  1-800-331-8331  for a free
     prospectus  with more complete  information on risks,  management  fees and
     expenses.  Read the prospectus  carefully  before you invest or send money.
     Investments  in the funds are neither  insured nor  guaranteed  by the U.S.
     government. These funds are managed to maintain a stable $1.00 share price,
     but, as with all money market funds,  there is no assurance  that they will
     be able to do so.

     * For some  investors,  a portion of income from the California and Florida
     municipal  money  market  funds may be subject to the  federal  alternative
     minimum tax (AMT).



15
<PAGE>
                            Investment Fundamentals

                               Money Fund Summary
                       (Continued from the previous page)

     Q:   What are the derivative policies and holdings of Benham's money market
          funds?

     A:   CPF and CPF II do not own any  derivatives.  The  other  Benham  money
          funds  can  only own  derivatives  that are  designated  money  market
          fund-eligible  by the SEC;  they cannot own "risky  derivatives"  that
          artificially  inflate the funds'  yields or behave  like bonds.  These
          "risky  derivatives"  (structured  notes,  such as  inverse  floaters,
          leveraged  floaters and capped floaters) were largely  responsible for
          the much-publicized investment losses in short-term fixed-income funds
          in 1994.

          BGAF and the Prime Fund can own FRNs  (defined  on page 12).  Benham's
          municipal and tax-free money market funds did not own any  derivatives
          as of August 31, 1995. They are permitted by their prospectuses to own
          tender   option   bonds--nonleveraged,   money  market   fund-eligible
          derivatives  that  the  funds  buy  when  other  short-term  municipal
          securities  are  in  short  supply--but  these  substitute  securities
          haven't been needed recently.

     Q:   The Prime Fund  historically has tended to have the highest yield, the
          most credit risk and the longest average  maturity of any Benham money
          market fund, plus it owns derivatives. Is the Prime Fund overly risky?

     A:   No, we do not believe so. The primary  objective of the Prime Fund and
          every  Benham  money fund is the  preservation  of  capital.  We don't
          artificially  boost their yields and threaten their price stability to
          attract  investors--we  offer a large selection of other  fixed-income
          funds for  investors who are willing to take more risk and want higher
          yields.  Benham  money  funds  remain  competitive  by  keeping  their
          expenses low and pursuing  prudent  investment  opportunities,  not by
          taking inappropriate risks.



16
<PAGE>
<TABLE>
<CAPTION>

                                                 BENHAM PRIME MONEY MARKET FUND
                                                       FINANCIAL HIGHLIGHTS
                          For a Share Outstanding Throughout the Six Months Ended August 31, 1995
                                   and the Years Ended February 28 (except as noted)
                                                            (Unaudited)


                                                            August 31,       February 28,      February 28,
                                                               1995              1995              1994+
                                                           ------------      -------------     ------------
PER-SHARE DATA
- - -----------------
<S>                                                         <C>                  <C>               <C> 
Net Asset Value at Beginning of Period .......              $  1.00              1.00              1.00
   Income From Investment Operations
   Net Investment Income .....................                .0285             .0493             .0095
                                                            -------           -------           -------
   Distributions
   From Net Investment Income ................               (.0285)           (.0493)           (.0095)
                                                            -------           -------           -------
Net Asset Value at End of Period .............              $  1.00              1.00              1.00
                                                            =======           =======           =======
TOTAL RETURN* ................................                 2.88%             4.93%              .96%
- - ------------
SUPPLEMENTAL DATA AND RATIOS 
- - ----------------------------
Net Assets at End of Period (in thousands) ....       $   1,340,984         1,509,863            75,168
Ratio of Expenses to Average Daily Net Assets .                 .46%**            .04%                0%
Ratio of Net Investment Income to Average Daily
 Net Assets ...................................                5.80%**           5.28%             3.35%**


- - --------------------
+ Commencement of operations for Benham Prime Money Market Fund was November 17,
1993.
* Total  return  figures  assume  reinvestment  of  dividends  and capital  gain
distributions and are not annualized.
** Annualized.

  See the accompanying notes to financial statements.
</TABLE>



17
<PAGE>
<TABLE>
<CAPTION>

                         BENHAM PRIME MONEY MARKET FUND
                       STATEMENT OF ASSETS AND LIABILITIES
                                 August 31, 1995
                                   (Unaudited)

<S>                                                                         <C>           
ASSETS                                                                                  
Investment securities (cost $1,325,455,083) ..............................  $1,325,455,083
Cash .....................................................................      14,070,731
Interest receivable ......................................................       5,803,237
Receivable for fund shares sold ..........................................       5,089,516
Prepaid expenses and other assets ........................................          39,592
                                                                            --------------
      Total assets .......................................................   1,350,458,159
                                                                            --------------
LIABILITIES                                                                             
Payable for fund shares redeemed .........................................       8,443,260
Fees payable to affiliates (Note 2) ......................................         567,578
Dividends payable ........................................................         443,229
Accrued expenses and other liabilities ...................................          20,511
                                                                            --------------
      Total liabilities ..................................................       9,474,578
                                                                            --------------
                                                                          
NET ASSETS, equivalent to $1.00 per share on 1,340,983,581 outstanding
  shares of beneficial interest (unlimited number of shares authorized).. $  1,340,983,581
                                                                          ================
Net asset value, offering and redemption price per share ................           $ 1.00
                                                                                      ====


- - ----------------
See the accompanying notes to financial statements.
</TABLE>


18
<PAGE>

                         BENHAM PRIME MONEY MARKET FUND
                             STATEMENT OF OPERATIONS
                    For the Six Months Ended August 31, 1995
                                   (Unaudited)




Investment Income.................................              $43,607,479     
                                                                 ----------
Expenses (Note 2)
  Investment advisory fees........................  $ 2,157,895
  Transfer agency fees............................    1,010,825
  Administrative fees.............................      694,118
  Printing and postage............................      224,791
  Custodian fees..................................       22,545
  Auditing and legal fees.........................       24,718
  Registration and filing fees....................       26,485
  Directors' fees and expenses....................       26,828
  Other operating expenses........................      101,072
                                                      ---------

        Total expenses............................                4,289,277     
Amount reimbursed (Note 2)........................               (1,106,232)
                                                                 ----------
        Net expenses..............................                3,183,045
                                                                 ----------
          Net investment income...................              $40,424,434     
                                                                 ==========

- - ----------------
See the accompanying notes to financial statements.


19
<PAGE>
<TABLE>
<CAPTION>

                                              BENHAM PRIME MONEY MARKET FUND
                                            STATEMENTS OF CHANGES IN NET ASSETS
                      For the Six Months Ended August 31, 1995, and the Year Ended February 28, 1995
                                                        (Unaudited)




                                                                                                    August 31,       February 28,
                                                                                                       1995              1995
                                                                                                  -------------     -------------
From investment activities:
<S>                                                                                             <C>                 <C>       
  Net investment income....................................................................     $    40,424,434        43,226,232
  Dividends paid or payable to shareholders................................................         (40,424,434)      (43,226,232)
                                                                                                  -------------     -------------
    Change in net assets derived from investment activities................................                   0                 0
                                                                                                  -------------     -------------
From capital share transactions:
  Proceeds from sales of shares............................................................       1,211,656,737     3,138,547,388
  Net asset value of dividends reinvested..................................................          38,435,804        41,047,289
  Cost of shares redeemed..................................................................      (1,418,971,676)   (1,744,900,172)
                                                                                                  -------------     -------------
    Change in net assets derived from capital share transactions...........................        (168,879,135)    1,434,694,505
                                                                                                  -------------     -------------
      Net increase (decrease) in net assets................................................        (168,879,135)    1,434,694,505

Net assets:
  Beginning of period......................................................................       1,509,862,716        75,168,211
                                                                                                  -------------     -------------
  End of period............................................................................      $1,340,983,581     1,509,862,716
                                                                                                  =============     =============


- - ----------------
See the accompanying notes to financial statements.
</TABLE>


20
<PAGE>


BENHAM PRIME MONEY MARKET FUND
NOTES TO FINANCIAL STATEMENTS
August 31, 1995
(Unaudited)

(1)  SIGNIFICANT ACCOUNTING POLICIES

Benham  Prime Money  Market Fund is an open-end  management  investment  company
registered  under the  Investment  Company Act of 1940. It is currently the sole
fund of Benham Investment Trust. Significant accounting policies followed by the
Fund are summarized below.

Valuation of  Investment  Securities--Securities  are valued at amortized  cost,
which  approximates  current  market value.  Interest  receivable is composed of
coupon  interest,   either  purchased  or  accrued,  on  investment  securities.
Securities  transactions  are  recorded  on the date the order to buy or sell is
executed. Realized gains and losses from security transactions are determined on
the basis of identified cost.

Income  Taxes--The  Fund  intends to qualify as a regulated  investment  company
under  Subchapter  M of the  Internal  Revenue  Code.  By  complying  with these
provisions, the Fund will not be subject to federal or state income taxes to the
extent that it distributes  substantially  all its net investment income and net
realized capital gains to shareholders.

Share  Valuation--The  Fund's net asset  value per share is computed by dividing
the value of its total  assets,  less its  liabilities,  by the total  number of
shares  outstanding  at the  beginning  of each  business  day. It is the Fund's
policy to maintain a constant net asset value of $1.00 per share, although there
is no guarantee it will be able to do so.

Investment Income,  Dividends and Other  Distributions--Income  and expenses are
accrued daily. Discounts and premiums on securities purchased are amortized on a
straight-line  basis  over  the  life  of  the  securities.   Dividends  to  the
shareholders are declared and credited daily.  Shareholders may elect to receive
distributions in cash or to reinvest them in additional  shares.  Cash dividends
are distributed on the last business day of the month.

(2)  INVESTMENT ADVISORY FEES AND OTHER
     TRANSACTIONS WITH AFFILIATES

Benham  Management  Corporation  (BMC) is a wholly owned subsidiary of Twentieth
Century Companies,  Inc. (TCC).  BMC's former parent company,  Benham Management
International,  Inc.,  merged  into TCC on June 1,  1995.  The  Fund  pays BMC a
monthly 



21
<PAGE>
investment advisory fee equal to the following annual percentages of the
Fund's average daily net assets.

                  .50% of the first $100 million
                  .45% of the next $100 million
                  .40% of the next $100 million
                  .35% of the next $100 million
                  .30% of the next $100 million
                  .25% of the next $1 billion
                  .24% of the next $1 billion
                  .23% of the next $1 billion
                  .22% of the next $1 billion
                  .21% of the next $1 billion
                  .20% of the next $1 billion
                  .19% of average daily net assets over $6.5 billion

BMC provides the Fund with all investment  advice.  Twentieth  Century Services,
Inc.  pays all  compensation  of Fund officers and directors who are officers or
directors  of  TCC  or  any of its  subsidiaries.  In  addition,  promotion  and
distribution expenses are paid by BMC.

The Fund has an  Administrative  Services and  Transfer  Agency  Agreement  with
Benham Financial  Services,  Inc. (BFS), a wholly owned subsidiary of TCC. Under
the  agreement,   BFS  provides  administrative  and  transfer  agency  services
necessary to operate the Fund.  Fees for these services are based on transaction
volume,  number of  accounts  and  average net assets of all funds in The Benham
Group.

The Fund has an additional  agreement with BMC pursuant to which BMC established
a  contractual   expense   guarantee   that  limits  Fund  expenses   (excluding
extraordinary  expenses such as brokerage  commissions and taxes) to .50% of the
Fund's  average daily net assets  through May 31, 1998.  The agreement  provides
further  that BMC may recover  amounts  (representing  expenses in excess of the
Fund's expense guarantee rate) absorbed during the preceding 11 months,  if, and
to the extent that, for any given month,  the Fund's  expenses are less than the
 .50%  expense  guarantee.  As a supplement  to this  contract,  BMC  voluntarily
reimbursed all Fund expenses  through  December 31, 1994.  Effective  January 1,
1995,  the Fund absorbed  expenses at a rate of .10% of average daily net assets
each month until the contractual cap of .50% was reached.

The payables to affiliates as of August 31, 1995, based on the above agreements,
were as follows:

Investment Advisor................................................  $253,302
Administrative Services...........................................   112,639
Transfer Agent....................................................   201,637



22
<PAGE>

The Fund has a distribution  agreement  with Benham  Distributors,  Inc.  (BDI),
which is responsible for promoting sales of and  distributing the Fund's shares.
BMC pays all costs incurred by BDI. BDI is a wholly owned subsidiary of TCC.

PROXY VOTING RESULTS

A  special  shareholder  meeting  was held on May 31,  1995.  A  summary  of the
proposals and the results of shares voted are shown below.  All of the proposals
received the required majority of votes and were adopted.

Proposal I. To consider and vote on approval or  disapproval  of new  Investment
Advisory  Agreements with Benham  Investment  Trust (the Trust) on behalf of the
Fund with BMC to take effect upon the  closing of the  proposed  merger of BMC's
parent company, Benham Management International, Inc., into TCC.

                       For               Against             Abstained
                   ----------          -----------          ----------
                   835,190,670         38,770,373           42,871,608

Proposals II, III, and IV are not applicable to shareholders of the Trust.

Proposal V. To elect the Board of Trustees of the Trust.

                                           For           Shares Withheld*
                                      ------------       ----------------
    James M. Benham...............     862,709,005          54,123,646
    Ronald J. Gilson..............     861,082,052          55,750,599
    Myron S. Scholes..............     862,652,520          54,180,131
    Kenneth E. Scott..............     861,865,579          54,967,072
    Ezra Solomon..................     859,623,405          57,209,246
    Isaac Stein...................     861,786,741          55,045,910
    James E. Stowers, III.........     860,347,299          56,485,352
    Jeanne D. Wohlers.............     862,315,712          54,516,939

    *Shares Withholding Authority to Vote

Proposal VI. To ratify the Board of Trustees' selection of KPMG Peat Marwick LLP
as independent auditors for the Trust's current fiscal year end.

                       For               Against             Abstained
                   ----------          -----------          ----------
                   853,864,882         20,191,177           42,776,591

Proposal VII. To amend the Trust's Declaration of Trust to provide  dollar-based
voting rights for shareholders of the Fund.

                       For               Against             Abstained
                   ----------          -----------          ----------
                   824,660,683         39,900,082           52,271,886



23
<PAGE>
<TABLE>
<CAPTION>
                                              BENHAM PRIME MONEY MARKET FUND
                                             SCHEDULE OF INVESTMENT SECURITIES
                                                      August 31, 1995
                                                        (Unaudited)
                                                                                                                            Rating
                                                                   Rate1        Maturity       Face Amount      Value    Moody's/S&P
                                                                  ------        --------         -------      ---------    ---------
<S>                                                                <C>          <C>           <C>            <C>           <C>      
Commercial Paper--58.43%                                                                                                            
ABN-AMRO Bank Canada.............................................  5.42%        09/14/95     $  8,000,000     7,983,388    P1/A-1+  
A.I. Credit Corporation..........................................  5.30%        09/11/95       10,000,000     9,984,055    P1/A-1   
ANZ (Delaware), Inc..............................................  5.76%        10/19/95       15,000,000    14,884,999    P1/A-1   
BT Securities Corporation........................................  4.65%        09/05/95       35,000,000    34,977,716    P1/A-1   
Bayerische Landesbank Girozentrale...............................  5.62%        10/17/95       20,000,000    19,856,377    P1/A-1+  
BIL North America, Inc...........................................  5.73%        10/12/95        8,000,000     7,947,611    P1/A-1+  
BIL North America, Inc...........................................  5.73%        10/12/95       12,000,000    11,921,416    P1/A-1+  
BIL North America, Inc...........................................  5.71%        10/20/95       23,000,000    22,821,558    P1/A-1+  
Bank of Nova Scotia..............................................  5.72%        10/16/95       25,000,000    24,820,937    P1/A-1+  
BanCal Tri-State Corporation.....................................  5.83%        09/01/95       20,000,000    20,000,000    P1/A-1   
Canadian Imperial Holdings, Inc..................................  5.05%        09/08/95       30,000,000    29,966,808    P1/A-1+  
Cargill Financial Services.......................................  5.58%        10/10/95        5,000,000     4,969,612    P1/A-1+  
Commerzbank U.S. Finance, Inc....................................  5.50%        09/18/95       18,000,000    17,951,295    P1/A-1+  
Dover Corporation................................................  5.85%        09/01/95        3,000,000     3,000,000    NR/A-1+ 
Dover Corporation................................................  5.33%        09/11/95        4,550,000     4,542,707    NR/A-1+  
Dover Corporation................................................  5.57%        09/21/95       24,350,000    24,272,215    NR/A-1+  
Du Pont E.I. de Nemours and Company..............................  5.84%        07/09/96       15,000,000    14,285,000    P1/A-1+  
Generale Bank, Inc...............................................  5.57%        10/05/95       25,000,000    24,867,069    P1/A-1   
Generale Bank, Inc. (New York)...................................  5.70%        11/01/95       25,000,000    24,760,236    P1/A-1   
Goldman Sachs Group LP...........................................  5.45%        09/11/95       21,000,000    20,965,583    P1/A-1+  
Hitachi Credit America Corporation...............................  5.58%        09/13/95       10,000,000     9,980,166    P1/A-1+  
Hitachi Credit America Corporation...............................  5.52%        09/14/95       15,065,000    15,033,175    P1/A-1+  
Hitachi Credit America Corporation...............................  5.64%        10/10/95        8,000,000     7,950,860    P1/A-1+  
Hitachi Credit America Corporation...............................  5.68%        11/02/95        2,000,000     1,980,573    P1/A-1+  
IMI Funding Corporation (U.S.A.).................................  5.32%        09/11/95       16,310,000    16,283,904    P1/A-1+  
IMI Funding Corporation (U.S.A.).................................  5.87%        10/10/95        4,487,000     4,458,320    P1/A-1+  
</TABLE>                                                         



24
<PAGE>
<TABLE>
<CAPTION>
                                                                                                                          Rating    
                                                                   Rate1        Maturity      Face Amount      Value      Moody's/S&
                                                                  ------        --------        -------      ---------   -----------
<S>                                                                <C>          <C>          <C>             <C>           <C>      
Commercial Paper--continued                                                                                                         
ITT Corporation..................................................  5.49%        09/13/95     $  7,840,000     7,824,712    P2/A-1   
ITT Corporation..................................................  5.50%        09/13/95       21,000,000    20,958,910    P2/A-1   
ITT Corporation..................................................  5.63%        09/18/95       22,000,000    21,939,121    P2/A-1   
Kingdom of Sweden................................................  5.82%        10/02/95        5,000,000     4,974,597    P1/A-1+  
Kingdom of Sweden................................................  5.79%        10/02/95       30,000,000    29,848,358    P1/A-1+  
Kingdom of Sweden................................................  5.78%        04/16/96       15,000,000    14,475,125    P1/A-1+  
Merrill Lynch & Co., Inc.........................................  4.82%        09/06/95       17,000,000    16,986,541    P1/A-1+  
Mitsubishi International Corporation.............................  5.32%        09/11/95        5,000,000     4,992,000    P1/A-1+  
Mitsubishi International Corporation.............................  5.45%        09/12/95       40,000,000    39,928,500    P1/A-1+  
MPS U.S. Commercial Paper Corporation............................  6.11%        10/10/95       15,000,000    14,900,225    P1/A-1   
National Rural Utilities Cooperative Finance Corporation.........  4.96%        09/06/95       10,000,000     9,991,861    P1/A-1+
National Rural Utilities Cooperative Finance Corporation.........  5.67%        09/21/95       10,000,000     9,967,500    P1/A-1+ 
National Rural Utilities Cooperative Finance Corporation.........  5.59%        11/07/95       24,000,000    23,752,546    P1/A-1+  
National Rural Utilities Cooperative Finance Corporation.........  5.73%        09/26/95        5,550,000     5,527,453    P1/A-1+
Ontario Hydro....................................................  5.31%        09/11/95        5,000,000     4,992,016    P1/A-1+
Pacific Mutual Life Insurance Co.................................  5.70%        10/16/95       32,600,000    32,367,317    P1/A-1+
Pemex Capital, Inc...............................................  5.67%        10/03/95        5,000,000     4,974,488    P1/A-1+  
Royal Bank of Canada.............................................  5.96%        10/31/95       15,000,000    14,852,000    P1/A-1+  
Royal Bank of Canada.............................................  5.81%        02/02/96       25,000,000    24,397,908    P1/A-1+  
SPINTAB, AB......................................................  5.07%        09/05/95       10,000,000     9,993,055    P1/A-2   
SPINTAB, AB......................................................  4.71%        09/05/95        5,455,000     5,451,484    P1/A-2   
SPINTAB, AB......................................................  5.92%        12/21/95       10,000,000     9,821,474    P1/A-2   
SPINTAB, AB......................................................  5.93%        12/22/95       10,000,000     9,819,866    P1/A-2   
Stanford University..............................................  5.73%        09/25/95        4,000,000     3,984,378    P1/A-1+  
Stanford University..............................................  5.71%        11/16/95        2,000,000     1,976,186    P1/A-1+  
Toyota Motor Credit Corporation..................................  4.71%        09/05/95       15,000,000    14,990,338    P1/A-1+  
Yale University..................................................  5.82%        10/16/95        6,000,000     5,956,279    P1/A-1+  
Yale University..................................................  5.74%        10/16/95        4,390,000     4,358,446    P1/A-1+  
                                                                                             ------------   -----------            
      Total Commercial Paper (cost $774,468,264)...........................................   779,597,000   774,468,264             
                                                                                             ------------   ----------- 
</TABLE>



25
<PAGE>
<TABLE>
<CAPTION>
                                                                                                                           Rating   
                                                                    Rate1       Maturity      Face Amount     Value      Moody's/S&P
                                                                   ------       --------         -------     ---------    --------- 
<S>                                                                 <C>         <C>          <C>             <C>           <C>      
Yankee Certificates of Deposit--15.77%                                                                                              
Banque Nationale De Paris S.A....................................  5.90%        09/19/95     $ 25,000,000    24,999,461    P1/A-1   
Canadian Imperial Bank of Commerce...............................  5.76%        09/21/95       10,000,000    10,000,000    P1/A-1+  
Commerzbank (New York)...........................................  6.18%        05/09/96       10,000,000    10,026,669    P1/A-1+ 
Commerzbank (New York)...........................................  6.03%        05/10/96       10,000,000    10,016,369    P1/A-1+ 
Credit Suisse....................................................  6.17%        09/21/95       27,000,000    26,999,976    P1/A-1+ 
Fuji Bank (New York).............................................  5.87%        09/07/95       40,000,000    40,000,066    P1/A-1   
Rabobank Nederland (New York)....................................  6.31%        09/12/95       10,000,000    10,000,053    P1/A-1+ 
Sanwa Bank Ltd. (New York).......................................  5.85%        09/01/95       25,000,000    25,000,000    P1/A-1+ 
Societe Generale (New York)......................................  5.76%        09/14/95        7,000,000     6,999,873    P1/A-1+ 
Societe Generale.................................................  5.72%        07/18/96       15,000,000    15,000,000    P1/A-1+ 
Societe Generale.................................................  5.93%        08/16/96       10,000,000    10,000,000    P1/A-1+ 
Sumitomo Bank Ltd. (New York)....................................  5.89%        10/04/95       20,000,000    20,000,181    P1/A-1  
                                                                                             ------------   -----------          
        Total Yankee Certificates of Deposit (cost $209,042,648).                             209,000,000   209,042,648            
                                                                                             ------------   -----------           
Agency Discount Notes--3.91%                                      
Federal Home Loan Mortgage Corporation...........................  5.38%        09/12/95       15,000,000    14,973,508    P1/A-1+
Federal National Mortgage Association............................  5.55%        09/25/95       10,000,000     9,962,133    MIG1/A-1+
Federal National Mortgage Association............................  5.56%        09/26/95       15,000,000    14,940,833    MIG1/A-1+
Federal National Mortgage Association............................  5.56%        09/26/95       12,000,000    11,952,667    MIG1/A-1+
                                                                                             ------------   -----------
        Total Agency Discount Notes (cost $51,829,141)..................................       52,000,000    51,829,141
                                                                                             ------------   -----------
Floating-Rate Notes--4.83%
Bankers' Trust  Company  New York Corp.,  resets off the prior  day's 
effective federal funds' rate + .10 with no caps,
    final maturity 12/08/95......................................  5.90%        09/10/952      15,000,000    15,000,000    P1/A-1
J.P. Morgan and Co. (Delaware), resets weekly off the 3-month
    T-Bill + .08 with no caps, final maturity 01/17/96...........  5.50%        09/06/952      20,000,000    19,991,459    NR/AAA
Federal Home Loan Bank, resets monthly off the 1-month
    LIBOR - .125 with no caps, final maturity 12/15/95...........  5.75%        09/15/952      15,000,000    15,000,000    MIG1/A-1+
Stanford University, resets daily off the 30-day commercial paper
    rate - .03 with no caps, final maturity 11/17/95.............  5.84%        09/01/952      14,000,000    14,000,000    P1/A-1+
                                                                                             ------------   -----------
        Total Floating-Rate Notes (cost $63,991,459)....................................       64,000,000    63,991,459
                                                                                             ------------   -----------
</TABLE>



26
<PAGE>
<TABLE>
<CAPTION>
                                                                                                                           Rating
                                                                   Rate1        Maturity      Face Amount      Value     Moody's/S&P

                                                                 -------        --------        -------       ---------   ----------
<S>                                                                <C>          <C>        <C>                 <C>         <C>
Bankers' Acceptances--.37%
U.S. Bank of Washington..........................................  5.67%        11/15/95   $    5,000,000      4,941,666   Pa/A-1
                                                                                             ------------     ----------
        Total Bankers' Acceptances (cost $4,941,666)....................................        5,000,000      4,941,666
                                                                                             ------------     ----------
Eurodollar Certificates of Deposit--5.13%
Abbey National, PLC..............................................  5.90%        10/25/95       20,000,000     19,999,753   P1/A-1+
Deutsche Bank....................................................  6.44%        11/17/95       25,000,000     25,015,002   P1/A-1+
Harris Trust and Savings Bank....................................  5.73%        10/13/95        5,000,000      4,999,858   P1/A-1+
National Westminster Bank, PLC...................................  5.63%        12/13/95       18,000,000     18,000,504   P1/A-1+
                                                                                             ------------     ----------
        Total Eurodollar Certificates of Deposit (cost $68,015,117).....................       68,000,000     68,015,117
                                                                                             ------------     ----------
Agency Notes--7.11%
Federal Farm Credit Bank.........................................  5.60%        07/01/96       20,000,000     19,970,919   P1/A-1+
Federal Farm Credit Bank.........................................  6.07%        06/03/96       10,000,000     10,018,987   Aaa/NR
Federal Home Loan Bank...........................................  5.48%        07/18/96       20,895,000     20,845,510   MIG1/A-1+
Federal Home Loan Mortgage Corporation...........................  5.51%        07/19/96        7,800,000      7,780,870   P1/A-1+
Federal Home Loan Bank...........................................  5.71%        06/10/96        5,500,000      5,495,059   P1/A-1+
Federal Home Loan Mortgage Corporation...........................  6.01%        05/13/96       30,000,000     30,048,063   Aaa/A-1+
                                                                                             ------------     ----------
       Total Agency Notes (cost $94,159,408)............................................       94,195,000     94,159,408
                                                                                             ------------     ----------
Bank Notes 4.45%
Bank of America (Illinois).......................................  5.82%        11/06/95        7,000,000      6,999,874   P1/A-1
Bank of America (Illinois).......................................  5.82%        11/06/95       22,000,000     22,004,208   P1/A-1
PNC Bank.........................................................  6.14%        11/08/95       30,000,000     30,003,298   P1/A-1
                                                                                             ------------     ----------
        Total Bank Notes (cost $59,007,380).............................................       59,000,000     59,007,380
                                                                                             ------------     ----------
TOTAL INVESTMENT SECURITIES (cost $1,325,455,0833)......................................    1,330,792,000  1,325,455,083
                                                                                            =============  =============


- - -----------
1 The rate for Commercial Paper,  Bankers' Acceptances and Agency Discount Notes
is the  yield to  maturity  as of  August  31,  1995.  The  rate  for all  other
securities is the stated coupon rate.
2 These maturity dates represent the next interest rate reset date.  These dates
are  used to  calculate  the  Fund's  average  maturity.  
3 Cost for financial reporting and federal income tax purposes is the same.
</TABLE>


27
<PAGE>

                                   DEFINITIONS

NR--Not Rated

Cap--A  predetermined  rate that a  fixed-income  security's  coupon  will never
exceed,  regardless  of where  the  coupon  formula  resets.  A cap  limits  the
investor's  coupon  payments,  regardless  of how high  interest  rates rise. In
volatile  interest  rate   environments,   caps  can  cause  and  amplify  price
instability for fixed-rate securities.  Therefore, it has always been the policy
of the Fund to not purchase floating-rate notes with caps.

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

LIBOR--London  Interbank  Offered Rate on  Eurodollar  deposits  traded  between
banks.  LIBOR is a "money  market  rate." LIBOR is the  interest  rate that most
banks and corporations  track when determining the rate they'll pay to investors
on short-term debt.

Effective  Federal Funds Rate--The  average rate at which the federal funds rate
traded in a given day. The federal funds rate is the rate that banks charge each
other for unsecured overnight loans, and is considered a "money market rate."



- - --------------
See the accompanying notes to financial statements.



28
<PAGE>


Trustees

James M. Benham
Ronald J. Gilson
Myron S. Scholes
Kenneth E. Scott
Ezra Solomon
Isaac Stein
James E. Stowers, III
Jeanne D. Wohlers

Officers

James M. Benham
Chairman of the Board

John T. Kataoka
President and Chief Executive Officer

Bruce R. Fitzpatrick
Vice President, Treasurer and
Chief Financial Officer

Douglas A. Paul
Vice President, Secretary
and General Counsel

Ann N. McCoid
Controller



[company logo] The Benham Group
Part of the Twentieth Century Family of Mutual Funds

1665 Charleston Road
Mountain View, CA 94043

1-800-321-8321

Not authorized for distribution unless preceded or 
accompanied by a current fund prospectus.

Benham Distributors, Inc.           10/95 Q061




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