AMT CAPITAL FUND INC
N-30D, 1995-05-17
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26-Aug-94


Dear Shareholder:

        We are pleased to present the semi-annual report for the
AMT Capital Fund, Inc. reflecting its operations for the first six
months of 1994.  The Portfolios in the AMT Capital Fund, along
with the seven other mutual funds distributed by AMT Capital
Services, offer investors an opportunity to gain access to the
money management expertise of some of the nation's top
investment advisers at lower, institutional fee levels.

        The Money Market Portfolio, which is sub-advised by
Fischer Francis Trees & Watts, Inc., commenced operations in
November, 1993, and has consistently outperformed its
benchmark, the IBC/Donoghue's Money Market Fund Average,
throughout this period.  We are also pleased to announce the
commencement of the International Equity Portfolio in May, 1994,
which is sub-advised by Harding, Loevner Management, L.P., an
active international equity specialist.  It seeks to provide long-
term capital appreciation through investments in equity securities
of companies based outside the United States.  An overview of
the performance, market outlook, and holdings of these Portfolios
are provided in this report.

        In the fourth quarter, we will introduce two new Portfolios
managed by Wells Fargo Nikko Investment Advisors, Inc.
(WFNIA), the leading index fund manager in the world.  The
Large Cap Index Portfolio will invest in a WFNIA fund that invests
in companies in the S&P 500 Index, and the Small/Mid Cap
Portfolio will invest in a Wilshire 4500 Index-based fund managed
by WFNIA.

        We greatly appreciate your interest and participation in the
new AMT Capital Fund.  We welcome the opportunity to discuss
the investment approach, performance, and merits of these or
any fund distributed by AMT Capital Services.  Please do not
hesitate to contact us with questions or comments regarding this
report, or if we can be of assistance in any manner.

Sincerely,

by: \s\Alan M. Trager

Alan M. Trager
President

Table of Contents

Money Market Portfolio - Overview                           1

Money Market Portfolio - Statement of Net Ass               2

International Equity Portfolio - Overview                   4

International Equity Portfolio - Statement of               5

Statement of Operations                                     8

Statement of Changes in Net Assets                          9

Financial Highlights                                       10

Notes to Financial Statements                              11


Money Market Portfolio

Graph: Comparison of change in value of $10,000 investment in Money
Market Portfolio and the IBC/Donoghue's Money Market Fund where the Y-
axis extends from $10,000 to $10,500 and the X-axis extends from 11/1/93 to
12/31/94.

The Money Market Portfolio provided a total return of 4.13%, net of
expenses, for the year, well ahead of its benchmark, the Donoghue's Money
Market Fund Average, which was 3.75% for the year. The portfolio invests in
high quality short-term money market instruments. Its objective is to seek
current income, liquidity and the maintenance of a stable net asset value.

Developments in the First Quarter

While many investors anticipated the increases in interest rates by the
Federal Reserve during the first quarter, the uncertainty as to the extent of
the increases and as to the sufficiency of the increases when they were made
drove a dramatic sell-off of fixed income assets after only a brief rally. 
Stories of "hedge funds" who had to sell to meet margin calls, together with 
rumors of mortgage investors selling Treasuries to offset the lengthening of the
duration of their portfolios and fears of large liquidations of bond funds by
retail investors, added to the market downdraft.

Developments in the Second Quarter

        Investors' apprehension about a bear market carried well into the
second quarter as bond markets around the world began to drop.  Bond
market participants,trying to gauge the strength of the U.S. economy, looked
in vain for signs that the strong economic environment suggested by the first
quarter data  would moderate.  Interest rates across the yield curve rose by 50
to 100 basis points, and the Federal Reserve Bank increased short-term rates
two more times in the quarter.

The portfolio's duration was kept near or below that of the benchmark,
augmenting performance as yields rose over the period.

Developments in the Third Quarter

Yields continued to climb substantially and credit spreads narrowed,
reflecting a robust economy.   The portfolio outperformed its benchmark
during the quarter largely due to keeping duration short of the benchmark
and to anticipating a flattening of the yield curve.

Developments in the Fourth Quarter

        Short-term rates rose sharply in the fourth quarter as continued
strong  economic growth prompted the Fed to raise rates and as the Orange
County and Mexican crises put pressure on the markets. The portfolio
outperformed the benchmark due to favorable duration exposures and
strategic yield curve positioning that anticipated a steepening yield curve for
under two-year maturities.

AMT Capital Fund, Inc.

Money Market Portfolio - Statement Of Net Assets
December 31, 1994

                                                        Face
                                                       Amount           Value

Bank Obligations - 38.8%
Bank of Nova Scotia Yankee CD, 5.61% due 1/9/ $          1,00      $  1,000,000
Chemical Bank BA, 5.47% due 1/27/95*                    1,000           995,897
Commerzbank Yankee CD, 5.56% due 1/5/95                 1,000          1,000,002
FCC National Bank FRN, 5.13% due 2/22/95**              1,000           999,896
Harris Trust & Savings Bank CD, 6.00% due 1/3              55           554,000
Mellon Bank Corp BA, 6.12% due 2/13/95*                 1,000           992,520
National Bank of Detroit CD, 6.05% due 1/5/95           1,000         1,000,000
Nations Bank TD, 6.25% due 1/3/95                       1,000         1,000,000
Swiss Bank Corp Yankee CD, 5.42% due 1/4/95             1,000         1,000,000
        Total (Cost - $8,542,315)                                     8,542,315

*Commercial Paper - 49.0%
Ciesco Corp, 5.45% due 1/5/95                             1,0           999,243
Dover Corp, 6.05% due 1/5/95                            1,000           999,160
European Investment Bank, 5.42% due 1/12/95                80           798,554
Ford Motor Corp, 5.42% due 1/17/95                      1,000           997,441
General Electric Capital Corp, 5.40% due 1/9/           1,000           998,650
Hanson Finance PLC, 5.45% due 1/9/95                    1,000           998,638
Koch Industries Inc, 5.95% due 1/3/95                   1,000           999,504
McKenna Triangle Corp, 5.45% due 1/17/95                1,000           997,426
New South Wales Treasury Corp, 5.42% due 1/9/           1,000           998,645
Pitney Bowes Corp, 5.83% due 1/18/95                    1,000           997,086
US Borax & Chemical Corp, 6.13% due 2/9/95              1,000           993,189
        Total (Cost - $10,777,536)                                   10,777,536

*U.S. Government Agency Obligations - 6.8%
FHLMC Discount Note, 5.33% due 1/5/95
        (Cost - $1,498,889)                             1,500          1,498,889

Repurchase Agreements - 4.5%
Eastbridge Capital U.S. Gov't Repurchase Agreement, 5.38% due 1/3/95
Issued 12/30/94 (Collateralized by $1,065,000 U.S. Treasury
Note, 3.875% due 10/31/95)
(Cost - $1,000,000)                                     1,000          1,000,000

Total Investments - 99.1% (Cost - $21,818,740)                        21,818,740



* Interest rate shown represents yield to maturity at date of purchase
** Variable or floating rate security. Coupon rate shown reflects current rate.

                                                                   Value
Other Assets and Liabilities - 0.9%
Receivable from investment adviser                                91,927
Other assets                                                     137,242
Other liabilities                                                (41,768)
Other Assets and Liabilities, net                                187,401

Net Assets - 100.0%                                             $22,006,141
Applicab(authorized 1,250,000,000 shares)
                                                              $       1.00
Net Asset Value Per Share


Components of Net Assets as of December 31, 1994 were as follows:
Capital Stock                                                         22,017
Capital Stock in excess of par value                              21,994,575
Temporary overdistributions of net realized gain on investmen $       (6,728)
Accumulated net realized (loss) on investments                         -3723
                                                                     22006141
See Notes To Financial Statements


International Equity


Graph: Comparison of change in value of $10,000 investment in
International Equity Portfolio and the MSCI World EX U.S.A. Index (Net)
where the Y-axis extends from $9,500 to $10,700 and the X-axis extends
from 5/11/94 to 12/31/94.

        The AMT Capital Fund - International Equity Portfolio provided a
total return of (2.47)% since its inception on May 11, 1994. Its benchmark,
the MSCI World - ex U.S.A. Index returned 1.39% over the same period.
The portfolio's objectives are to seek long-term capital appreciation through
investments in companies based outside the United States.

Developments in the Second Quarter

        The portfolio commenced halfway through a quarter which
experienced continued global market turmoil. The portfolio manager, whose
approach focuses on companies with strong business prospects, rather than
timing currencies or markets, invested in those companies which met its
investment criteria, focusing on the capital goods and energy sectors, and
with geographic concentrations in Asia, and, within Europe, in Germany and
Switzerland.  Japanese companies, viewed as expensive, were underweighted,
which  accounted for the portfolio's underperformance vis-_-vis the index as
Japan  and the yen were especially strong during the quarter.

Developments in the Third Quarter

        Currency and equity markets stabilized somewhat in the third
quarter. The portfolio's purchases reflected confidence in the "emerging
consumer" (developing markets with strong demand for Western branded
goods and comfortable profit margins) and global capital goods producers
(providing infrastructure in emerging markets and operating globally in both
developed and less developed markets).

The portfolio avoided mature consumer markets, recovery plays,
property stocks, regulated utilities and Japanese financial companies.

Developments in the Fourth Quarter

        Company purchases included Ito Yokado, a Japanese retailer, and
British Sky Broadcasting, the leading UK pay-TV provider, both companies
with strong franchises. Sales during the quarter reflected largely company
specific events, such as a change of focus away from core businesses or
profit-taking in the face of a deteriorating business picture. The exception
was the sale of YPF, the Argentine oil company, where the manager believed
that the market underestimated the effects of the Mexican crisis on the rest of
Latin America's markets.

<TABLE>

AMT Capital Fund, Inc.
International Equity Portfolio - Statement Of Net Assets
December 31, 1994

                                                       Shares          Value
<S>
Long-Term Investments - 79.8%

Equities - 77.3%

Argentina - 1.3%
Quilmes Industries SA (Consumer Non-Cyclical)        <C>           <C> 
(Cost - $124,740)                                      5,000       $   120,000

France - 6.5%
Coflexip ADR (Natural Resources)                       6,900            160,425
Cie Generale des Eaux (Financial)                      2,900            282,039
IDIA (Consumer Non-Cyclical)                           4,780            139,374
Total (Cost - $611,762)                                                 581,838

Germany - 7.1%
Deutsche Bank Optionsschein Warrants expiring 
9/1/95 (Financial)*                                    1,130            122,588
Hochtief (Basic Industry)                                346            209,284
Krones AG Preferred (Capital Goods & Technology)         220            123,596
Linde AG Ord (Basic Industry)                            310            181,164
Total (Cost - $677,232)                                                 636,632

Hong Kong - 6.1%
Hutchison Whampoa (Consumer Cyclical)                  55,000           222,530
Jardine Strategic Holdings (Consumer Cyclical)*        58,000           190,438
Johnson Electric Holdings (Capital Goods & Technology) 57,000           130,786
Total (Cost - $593,939)                                                 543,754

Indonesia - 1.2%
PT Wicaksana Overseas (Consumer Non-Cyclical)*
(Cost - $79,516)                                       36,000           103,230

Japan - 13.5%
Canon Sales Co., Inc. (Capital Goods & Technology)      7,000           212,356
Ito Yokado Co. (Consumer Cyclical)*                     3,000           160,622
Makita Corp ADR (Capital Goods & Technology)           14,000           248,500
Mr. Max Warrants expiring 7/11/95 (Consumer Cyclical)*    170            40,068
Mitsubishi Heavy Industries (Capital Goods & Technology)34,000          259,570
Nippon Denso (Basic Industry)                          13,000           274,234
Senshukai Co. Warrants expiring 7/18/95 
(Consumer Cyclical)*                                       10             6,750
Total (Cost - $1,236,632)                                              1,202,100

Malaysia - 5.8%
Nestle Malaysia (Consumer Non-Cyclical)                41,000            273,065

<FN>
* Non-income producing securities
 See Notes To Financial Statements
</FN>
</TABLE>

                                                       Shares          Value

Nylex (Malaysia) Berhad (Basic Industry)             111,000          $  239,182
Total (Cost - $503,798)                                                  512,247

Mexico - 1.8%
Panamerican Beverages Inc. (Consumer Non-Cyclical)
(Cost - $159,422)                                      5,100             161,287

Netherlands - 5.0%
Randstad Holdings NV (Consumer Cyclical)               2,600             140,772
Royal Dutch Petroleum ADR (Natural Resources)          2,800             301,000
Total (Cost - $423,699)                                                  441,772

Norway - 4.4%
Norsk Hydro ADR (Natural Resources)                    5,933             232,128
Unitor Ships ADR (Basic Industries)                    9,400             158,425
Total (Cost - $380,614)                                                  390,553

Singapore- 3.2%
Keppel Corp. Ltd. (Basic Industry)
(Cost - $250,502)                                      34,000            289,360

South Africa - 2.1%
Liblife Strategic Investments Ltd. (Financial)
(Cost - $168,904)                                      60,000            188,424

Spain - 2.7%
Banco Intercontinental ESPA (Financial)
(Cost - $256,245)                                       2,900            239,537

Switzerland - 10.7%
BBC Brown Boveri (Capital Goods & Technology)           1,540            254,370
Nestle-Sponsored ADR (Consumer Non-Cyclical)            5,600            266,807
Societe Generale de Surveillance, Bearer Shares 
(Consumer Cyclical)                                        20             27,683
Societe Generale de Surveillance, Reg. Shares 
(Consumer Cyclical)                                       980            255,548
Sika Finanz AG (Basic Industry)                           510            146,639
Total (Cost - $922,059)                                                  951,047

United Kingdom - 5.9%
Blenheim Group (Consumer Cyclical)                       44,000          162,030
British Sky Broadcasting ADR (Consumer Cyclical)*         4,500          108,000
Hanson PLC ADR (Consumer Cyclical)                       14,000          252,000
Total (Cost - $546,989)                                                  522,030

Total Equities (Cost - $6,936,053)                                     6,883,811

* Non-income producing securities
 See Notes To Financial Statements
                                                       Face
                                                      Amount          Value
Bonds - 2.5%

Bangkok Bank Public Co. Convertible Bond (Thailand),
3.25% due 3/3/04 (Finance)
(Cost - $236,005)                                    $ 250,000     $ 222,812

Total Long-Term Investments (Cost - $7,172,058)                     7,106,623

Short-Term Investments - 18.8%
Bank of New York TD, 4.74% due 1/3/95                  540,000        540,000 
Prudential Bache Securities Repurchase 
Agreement, 5.65% due 1/3/95 Issued 12/30/94 
(Collateralized by $1,154,762 of FNMA
and FHLMC mortgage-backed securities, 0.0% to 10.5%
due 12/1/00 to 1/15/24)                                1,132,104     1,132,104
Total Short-Term Investments (Cost - $1,672,104)                     1,672,104

Total Investments 98.6% (Cost - $8,844,162)                          8,778,727

Other Assets and Liabilities - 1.4%
Receivable from investment adviser                                       15,770
Foreign currency holdings (Cost - $418,650)                             422,554
Other assets                                                            328,453
Payable for Securities Purchased                                       (616,467)
Other liabilities                                                       (25,159)
Other Assets and Liabilities, net                                       125,151


Net Assets - 100.0%
Applicable to 917,075 outstanding $.001 par value shares
(authorized 250,000,000 shares)                                      $ 8,903,878

Net Asset Value Per Share                                                 $9.71

Components of Net Assets as of December 31, 1994 were as follows:
Capital Stock at par value ($.001)                                         $ 917
Capital Stock in excess of par value                                   9,016,439
Undistributed investment income, net                                       3,677
Accumulated net realized (loss) on investments and 
foreign currency-related transactions                                   (43,014)
Temporary overdistribution of net realized gain on investments          (10,017)
Net unrealized (depreciation) on investments and on
assets and liabilities denominated in foreign currencies                (64,124)
                                                                  $   8,903,878

See Notes To Financial Statements
* Non-income producing securities

AMT Capital Fund, Inc.

Statement Of Operations
For the Periods Ended December 31, 1994



                                                  Money           International
                                             Market Portfolio   Equity Portfolio
                                               For the Year      For the Period
                                                  Ended           from 5/11/94*
                                                12/31/94          to 12/31/94

Investment Income
Interest                                        $  919,965         $  24,613
Dividends (net of withholding taxes of $3,996)           -            32,134
Total investment income                            919,965            56,747

Expenses
Investment advisory fees                            50,430            17,868
Administration fees                                 20,172             2,733
Custodian fees                                      23,051            16,048
Shareholder recordkeeping fees                       4,633             5,236
Legal fees                                          20,000             5,000
Audit fees                                          29,250             4,000
Directors' fees and expenses                         7,298               770
Insurance expense                                   17,735               723
Amortization of organization costs                  17,656                 -
State registration filing fees                      10,449             6,567
Other fees and expenses                              8,422             3,386

Total operating expenses                           209,096            62,331

Waiver of investment advisory and administration
fees and reimbursement of other expenses           (128,409)         (36,371)

Total operating expenses, net                        80,687            25,960

Investment income, net                              839,278            30,787

Realized and unrealized gain (loss) on investments
and foreign currency-related transactions
Net realized (loss) from investments                (3,723)           (35,399)
Net realized (loss) from foreign currency-related
transactions                                              -            (7,615)
Net unrealized (depreciation) on investments              -           (65,435)
Net unrealized appreciation on translation of assets
and liabilities denominated in foreign currencies         -              1,311

Realized and unrealized (loss) on investments
and foreign currency-related transactions            (3,723)           (107,138)

Net increase (decrease) in net assets
resulting from operations                           $ 835,555        $ (76,351)

*  Commencement of Operations
See Notes To Financial Statements


AMT Capital Fund, Inc.

Statement Of Changes in Net Assets




                                                               International
                                  Money Market Portfolio      Equity Portfolio
                                For the Year  For the Period   For the Period
                                    Ended      from 11/1/94      from 5/11/94*
                                  12/31/94     to 12/31/93       to 12/31/94

Increase (Decrease) in Net Assets From Operations
Investment income, net          $  839,278     $  3,504          $  30,787

Net realized gain (loss) from 
investments and foreign 
currency-related transactions      (3,723)           10            (43,014)

Net unrealized (depreciation) on investments and
on translation of assets and liabilities
denominated in foreign currencies                                   (64,124)

Net increase (decrease) in net assets resulting
from operations                    835,555        3,514             (76,351)

Distributions to Shareholders From
Investment income, net             839,278        3,504              27,110

Net realized gain on investments         -           10                   -

Temporary overdistribution of net realized gain
on investments                       6,728            -              10,017

Total distributions                846,006        3,514              37,127

Capital Share Transactions, Net   19,680,959   2,235,633           9,017,356

Total increase in net assets      19,670,508   2,235,633           8,903,878

Net Assets
Beginning of period                2,335,633     100,000                   -

End of period                    $ 22,006,141   $ 2,335,633      $  8,903,878

Undistributed Investment Income, Net     $ -       $ -            $  3,677




*  Commencement of Operations
See Notes To Financial Statements

AMT Capital Fund, Inc.

Financial Highlights

                                                                 International
                                   Money Market Portfolio      Equity Portfolio
                                For the Year  For the Period    For the Period
For a share outstanding             Ended      from 11/1/93*     from 5/11/94*  
throughout the period             12/31/94      to 12/31/93       to 12/31/94

Per Share Data
Net asset value, beginning of 
period                           $  1.000       $  1.000          $  10.000

Income From Investment Operations
Investment income, net              0.040           0.004              0.036

Net realized and unrealized gain (loss) on
investments and foreign currency-
related transactions                0.001(b)            -             (0.283)

Total from investment operations    0.041           0.004             (0.247)

Less Distributions
From investment income, net         0.040           0.004               0.032

From temporary overdistribution of net
realized gain on investments        0.001               -               0.012

Total distributions                 0.041           0.004               0.044

Net asset value, end of period   $  1.000         $ 1.000            $  9.709

Total Return                        4.13%           2.69%(a)         (3.81%)(a)

Ratios/Supplemental Data
Net assets, end of period        $ 22,006,141     $  2,335,633    $  8,903,878

Ratio of expenses to average net    0.40%           0.40%(a)          0.95%(a)

Decrease in above ratio due to waiver
of investment advisory and administration
services fees and reimbursement of
other expenses                      0.64%           25.54%(a)         1.33%(a)

Ratio of net investment income to
average net assets                  4.16%            2.67%(a)         1.13%(a)

Portfolio turnover                   n/a                n/a            27.49%

(a) Annualized
(b) Includes the effect of net realized gains prior to significant increases in
shares outstanding.

*  Commencement of Operations
See Notes To Financial Statements

Notes to Financial Statements

1. Organization

AMT Capital Fund, Inc. (the "Fund") was organized as a Maryland
corporation on August 3, 1993 and is registered under the Investment
Company Act of 1940, as amended, as an open-end management investment
company.  The Money Market Portfolio commenced operations on November
1, 1993 and the 1993International Equity Portfolio commenced operations on
May 11, 1994.  The Fund currently has twowo active Portfolios.  The costs
incurred by the Fund in connection with the organization and initial
registration are being amortized in the Money Market Portfolio on a straight-
line basis over a sixty-month period. The unamortized balance of
organizational expenses at December 31, 1993 was $85,337December 31,
1994 was $67,681.

2. Summary of Significant Accounting Policies

Securities

All securities transactions are recorded on a trade date basis.  Interest income
and expense are recorded on the accrual basis.  Dividend income is recorded
on the ex-dividend date.  The Fund amortizes discount or premium on a daily
basis to interest income.  The Fund uses the specific identification method for
determining gain or loss on sales of securities.

Income Tax

There is no provision for Federal income or excise tax since the Money
Market Portfolio (the "Portfolio")each Portfolio has elected or will elect to be
taxed as a regulated investment company ("RIC") and therefore has
compliedcomplies with the requirements of Subchapter M of the Internal
Revenue Code applicable to RICs and has distributed all of its taxable
income.

Valuation

All investments in the Money Market Portfolio are valued daily on an
amortized cost basis, which approximates fair value and is consistent with
Rule 2a-7 of the Investment Company Act of 1940. All investments in the
International Equity Portfolio are valued daily at their market price, which
results in unrealized gains or losses.  Securities traded on an exchange are
valued at their last sales price on that exchange.  Securities for which over-
the-counter market quotations are available are valued at the latest bid price.
Deposits and repurchase agreements and reverse repurchase agreements are
generally valued at their cost plus accrued interest.  The value of other
investments is determined under procedures established by the Fund's Board
of Directors.

Expenses

Expenses directly attributed to each Portfolio in the Fund are charged to that
Portfolio's operations; expenses which are applicable to all Portfolios are
allocated among them based on average daily net assets.

Dividends to Shareholders

It is the policy of the Money Market Portfolio to declare dividends daily on
all of its net investment income.  Net investment income dividends are
payable and
reinvested monthly. It is the policy of the International Equity Portfolio to
declare dividends on all of its net investment income on a quarterly basis.
Net investment income dividends are payable and reinvested quarterly.  Net
short-term and long-term capital gains distributions, if any, are normally
distributed on an annual basis.

Dividends from net investment income and distributions from realized gains
from investment transactions have been determined in accordance with
income tax regulations and may differ from net investment income and
realized gains

2. Summary of Significant Accounting Policies (cont'd)

recorded by the Fund.  These differences are due primarily to differing
treatments for foreign currency transactions and losses deferred due to tax
regulations and are recorded as temporary overdistributions of net realized
gain on investments in the statement of changes in net assets.


Currency Translation

Assets and liabilities denominated in foreign currencies and commitments
under forward exchange currency contracts are translated into U.S. dollars at
the mean of the quoted bid and asked prices of such currencies against the
U.S. dollar.  Purchases and sales of portfolio securities are translated at the
rates of exchange prevailing when such securities were acquired or sold.

Income and expenses are translated at exchange rates prevailing when
accrued. The Fund does not isolate that portion of the results of operations
resulting from changes in foreign exchange rates on investments from the
fluctuations arising from changes in market prices of securities held. Such
fluctuations are included with the net realized and unrealized gain or loss
from investments.

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

3. Investment Advisory Agreement and Affiliated Transactions

The Fund's Board of Directors has approved investment advisory agreements
(the "Agreements") with the Investment Adviser.  The investment advisory
fees to be paid the Investment Adviser are computed daily at an annual rate
of 0.25% of average daily net assets of the Money Market Portfolio and
0.75% of the average daily net assets of the International Equity Portfolio.
The International Equity Portfolio's fees are adjusted on a rolling 12 month
basis for over or under performance versus the Portfolio's benchmark.  The
accrual has been adjusted by (0.10% )  of average daily net assets for the
period from May, 11, 1994 to October 31, 1994.  The fees for both Portfolios
are payable monthly. The Investment Adviser, AMT Capital Advisers, Inc.,
and the Fund's Administrator, AMT Capital Services, Inc., have voluntarily
agreed to waive the investment advisory fees and the administration fees, and
in the case of the Investment Adviser, reimburse, if necessary, the Portfolios
for any excess expenses over 0.40% and 0.95% (on an annualized basis) of
the Money Market Portfolio's and International Equity Portfolio's,
respectively, average daily net assets,. The Portfolios' sub-advisers are paid
sub-advisory fees from the Investment Adviser, not the Portfolio.
Directors' fees and expenses of $8,068 were paid for the periods ended
December 31, 1994 to directors who are not employees of the Investment
Adviser.

4. Investment Transactions

Purchase cost and proceeds from sales of investment securities, other than
short-term investments, for the period ended December 31, 1994 totaled
$8,327,491 and $1,120,238, respectively, for the International Equity
Portfolio.


4. Investment Transactions (cont'd)

The components of net unrealized appreciation (depreciation) of investments
at December 31, 1994 for each Portfolio were as follows:

                                 Money      International
                                 Market        Equity
                                Portfolio     Portfolio
Gross Unrealized Appreciation  $    -          $206,250
Gross Unrealized Depreciation  $    -          -271,685
                               $    -          -$65,435

The cost of securities owned by the Portfolios at December 31, 1994 for
Federal tax purposes were substantially the same as for financial statement
purposes.

The  International Equity Portfolio enters into forward foreign exchange
currency contracts in order to hedge its exposure to changes in foreign
currency exchange rates on its foreign portfolio holdings.  A forward
exchange contract is a commitment to purchase or sell a foreign currency at a
future date at a negotiated forward rate.  The gain or loss arising from the
difference between the cost of the original contracts and the closing of such
contracts is included in net realized gains or losses on foreign currency-
related transactions.  Fluctuations in the value of forward foreign currency
contracts are recorded for book purposes as unrealized appreciation or
depreciation on translation of assets and liabilities denominated in foreign
currencies.  Risks may arise from the potential inability of a counterparty to
meet the terms of a contract and from unanticipated movements in the value
of a foreign currency relative to the U.S. dollar.  At December 31, 1994, the
International Equity Portfolio had no outstanding forward foreign exchange
currency contracts to purchase or sell foreign currencies.

The Fund enters into foreign currency transactions on the spot markets in
order to pay for foreign investment purchases or to convert to dollars the
proceeds from foreign investment sales or coupon interest receipts.  At
December 31, 1994, the International Equity Portfolio had no outstanding
purchases or sales of foreign currencies on the spot markets.


5. Capital Share Transactions

As of December 31, 1994, there were 2,500,000,000 shares of $0.001 par
value capital stock authorized.  Transactions in capital stock for the Money
Market Portfolio were as follows for the periods indicated:

<TABLE>
                                       Year Ended                  Period From November 1, 1993*
                                     December 31, 1994            December 31, 1993
                                   Shares         Amount           Shares         Amount
Shares sold                        20,414,473    $20,414,473          2,334,468  $2,334,468

<S>                            <C>             <C>               <C>
Shares issued related to 
reinvestment of dividends            796,922         796,922             1,165        1,165

                                   21,211,395      21,211,395         2,335,633    2,335,633

Shares redeemed                     1,530,436       1,530,436           100,000      100,000

Net increase                       19,680,959      19,680,959         2,235,633    2,235,633
<FN>
*Commencement of Operations
</FN>
</TABLE>

Transactions in capital stock for the International Equity Portfolio were as
follows for the period from May 11, 1994* to December 31, 1994:

                         Shares           Amount

Shares sold             924,387    $   9,088,508

Shares issued related to reinvestment
of dividends                2,97          28,848

Shares redeemed           10,283         100,000
Net increase             917,075   $   9,017,356

*Commencement of Operations

6. Repurchase and Reverse Repurchase Agreements

Each Portfolio may enter into repurchase agreements under which a bank or
securities firm that is a primary or reporting dealer in U.S. Government
securities agrees, upon entering into a contract, to sell U.S. Government
Securities to a Portfolio and repurchase such securities from the Portfolio at a
mutually agreed upon price and date.

Each Portfolio is also permitted to enter into reverse repurchase agreements
under which a primary or reporting dealer in U.S. Government securities
purchases U.S. Government securities from a Portfolio and the Portfolio
agrees to repurchase the securities at an agreed upon price and date.

Each Portfolio will engage in repurchase and reverse repurchase transactions
with parties selected on the basis of such party's creditworthiness.  Securities
purchased subject to repurchase agreements must have an aggregate market
value greater than or equal to the repurchase price plus accrued interest at all
times.  If the value of the underlying securities falls 6. Repurchase and
Reverse Repurchase Agreements

below the value of the repurchase price plus accrued interest, the Portfolio
will require the seller to deposit additional collateral by the next business
day.  If the request for additional collateral is not met, or the seller 
defaults on its repurchase obligation, the Portfolio maintains the right to sell
the underlying securities at market value and may claim any resulting loss
against the seller.  When a Portfolio engages in reverse repurchase
transactions, the Portfolio will maintain, in a segregated account with its
custodian, securities equal in value to those subject to the agreement.

REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

Shareholders and Board of Directors
AMT Capital Fund, Inc.

We have audited the accompanying statements of net assets of AMT Capital
Fund, Inc. (comprising, respectively, the Money Market and International
Equity Portfolios) as of December 31, 1994, and the related statement of
operations for the year then ended, and the statement of changes in net assets
and financial highlights for each of the periods indicated therein.  These
financial statements and financial highlights are the responsibility of the
Fund's management.  Our responsibility is to express an opinion on these
financial statements and financial highlights based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements and
financial highlights are free of material misstatement.  An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements.  Our procedures included confirmation of
securities owned as of December 31, 1994, by correspondence with the
custodian and others.  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 AMT Capital Fund, Inc. at December
31, 1994, the results of their operations for the year then ended, and the
changes in their net assets and the financial highlights for each of the
indicated periods, in conformity with generally accepted accounting
principles.



New York, New York
February 27, 1995

by: \s\Ernst & Young LLP



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