DELAFIELD FUND INC
N-30D, 1997-02-27
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<PAGE>

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DELAFIELD                                600 FIFTH AVENUE, NEW YORK, N.Y. 10020
FUND, INC.                               (212) 830-5200

================================================================================


Dear Fellow Shareholders:

To those of you who received our January  letter,  this one will be  repetitious
but for the benefit of those who did not, we are reprinting it verbatim.

During the past quarter our Fund's asset value increased 7.5% versus an increase
of 8.3% in the Standard & Poor's 500, each on a total return  basis.  The Fund's
net asset value on December 31, 1996 was $13.49 per share, which is after taking
into account three dividends paid on December 31st amounting to $1.92 per share.
The  dividends  were composed of ordinary  income of $.0873,  short term capital
gains of $.467, and a long term capital gains distribution of $1.3681 per share.
For the year as a whole the Fund  appreciated  26.35%  versus an increase of 23%
for the  Standard & Poor's  500.  At  year-end  our Fund was  invested  72.1% in
equities and had grown to $61,279,432.

We are pleased with the  performance of the Fund this year especially in view of
the large  reserves  which we have  maintained.  We expect to  continue  in this
posture until either we discover new  undervalued  investment  opportunities  or
there is a correction in the stock market allowing us to establish  positions at
more reasonable prices.

While  we have  been  overly  cautious  we  will  remain  so,  as  signs  of Mr.
Greenspan's  "irrational  exuberance"  continue  to  multiply.  Here  are  a few
examples:  in the first 11 months of 1996  there  were $50  billion  of  initial
public  offerings,  more than twice  those in all of 1995;  mergers/acquisitions
amounted to $500 billion in the first nine months, 41% more than in all of 1995;
and the flow to equity  mutual  funds  amounted to $207  billion in the first 11
months versus $130 billion in all of 1995.  Traditional market benchmarks are at
all time highs:  the value of stocks in relation to GDP is the highest ever; the
Standard & Poor's 500 dividend yield is the lowest of this century;  the Tobin Q
ratio is the highest ever recorded; the S & P 500 book value ratio is at over 4,
the  highest  ever;  the value of  stocks  relative  to house  prices is up past
previous  peak  levels;  the number of hours worked to buy one unit of the S & P
500 is close to 60, a record;  the number of active  investment clubs has soared
to a peak  roughly six times that of 1980;  and there are now many who trade the
stock market for a living.

Many  economists  and stock  market  pundits  believe  that we are in a virtuous
economic and political  cycle which  militates that investors be fully committed
to common  stocks over an extended  period of time.  Market  timing has become a
dirty word and there are many  studies to prove that it is  ineffectual,  if not
counterproductive. Nevertheless, over the years we have found that above-average
investment  performance  comes more from stock  selection more than it does from
commitment to the stock market.

None of the above  means that we believe  that one should be mostly or  entirely
out  of the  stock  market.  Rather  we  think  yellow  flags  are  flying.  Our
investments  seem well  positioned and we look forward to seeing them prosper in
the year ahead.  If we have  analyzed  our  holdings  correctly,  then there are
reasons for each to perform well independently within the market. Still, we have
lived through many market cycles from 1957 to present and this seems a time when
it is wise to keep some powder dry. We always like to have cash available to buy
our favorite  investments when they decline due to some unforeseen event. As was
pointed  out in a recent  issue of  Barron's,  there have been no  extended  and
severe market declines since 1973.

On a macro basis we believe the economy's  performance  is now more  intertwined
with the stock market than ever before. A general feeling of well-being, derived
from an increasing  exposure to equities direct and indirect in a rising market,
should   buoy   consumer    expenditures    despite   some    deterioration   in
creditworthiness.  Industry  remains  in  fighting  trim.  So we see no  obvious
pitfalls ahead, only a nagging feeling that "this is as good as it gets."

- --------------------------------------------------------------------------------
<PAGE>

- --------------------------------------------------------------------------------
In late October we began to  accumulate  a position in Alexander & Alexander,  a
large insurance broker with a fine market  position,  but one which had stumbled
in recent  years.  An infusion of capital  several  years ago from the  American
International  Group and a new management  team led by Frank Zarb (formerly with
Primerica/Travelers)  and Ed Kosnick  were  working hard to clean up the balance
sheet,  cut costs and improve the unprofitable  parts of its business.  However,
before we established a full position, the Aon Group made a cash offer of $17.50
per share for the  company  which was  accepted  by the Board.  Accordingly,  in
keeping with our general policy of selling to  arbitrageurs  rather than waiting
for the final conclusion of a deal, we have sold our shares.

The Board of Federal-Mogul  recently  announced the appointment of Richard Snell
as its new Chairman, President and Chief Executive Officer. Since 1993 Mr. Snell
has been the President and Chief Executive Officer of Tenneco  Automotive,  best
known for its Monroe and Walker brands. Over that time worldwide sales grew from
$1.8 billion to nearly $3 billion. We anticipate that he will present his vision
of the new  Federal-Mogul  to the investment  community in early February.  This
will likely  entail  further  streamlining  measures to reduce the overall  cost
structure and a plan to grow revenues. Given his early comments that he believes
the company's core competency lies in its engine parts business, it would not be
surprising if he attempts to exit the foreign retail store business developed by
his predecessor.

At year-end Corning Glass Works distributed shares in two of its businesses on a
tax-free basis.  The first,  Quest  Diagnostics,  is its clinical labs business.
This is being  distributed  on the basis of one new Quest  share for each  eight
shares  of  Corning  owned  at  year-end.   The  second,   Covance,  is  Corning
Pharmaceutical  Services.  It is being  distributed  on the basis of one Covance
share for each four  shares of  Corning  owned at  year-end.  Quest is a sizable
business  with  revenues in excess of $1.6  billion and a good  management  team
which  operates  in  an   extraordinarily   difficult  business  and  regulatory
environment.  Hence,  profits  will be modest.  Covance,  with an  equally  fine
management team and revenues of close to $500 million, has great prospects,  but
seems fully valued in the  marketplace.  For the moment we are holding all three
pieces.

BancTec,  one of our largest holdings,  seems positioned to do particularly well
in  1997.   BancTec  is  a  worldwide  systems   integration   services  company
specializing  in automated  applications  for the banking,  financial  services,
insurance,  health care and government  markets.  BancTec's revenues amounted to
roughly $550 million in 1996 and we expect the company  earned roughly $1.75 per
share.  This year we anticipate  earnings in the vicinity of $2.00 per share. We
believe  that the  company  will  generate  substantial  excess cash and be in a
position to widen its margins further in 1998 and beyond.

In October,  Waban  announced  that it would spin off 100% of its BJ's Wholesale
Club division on a  share-for-share  basis to stockholders.  HomeBase,  its west
coast home improvement chain, will be the surviving entity and Waban will change
its name to  HomeBase.  Pending  shareholder  approval and receipt of a tax-free
ruling from the IRS, we will receive shares in two publicly traded companies. We
estimate  that the  combined  value  ultimately  should  be in excess of $30 per
share. It is anticipated that the transaction will take place this spring.

On December 31st  shareholders of the Provident  Companies and Paul Revere voted
to merge. This transaction, which was restructured after an in-depth examination
of Paul  Revere's  reserves  (to the  benefit of the  Provident  Companies),  is
scheduled  to  close  as soon as  permission  is  received  from  the  insurance
regulators of the Commonwealth of Massachusetts.  We hope this will occur in the
next few weeks.  We expect the combined  companies,  with premium income of $2.3
billion, to show outstanding growth in the next several years.

Sunglass Hut, with estimated revenues in excess of $500 million, is the dominant
specialty  retailer of sunglasses,  with over 2,000  locations  worldwide.  Wall
Street,  enamored by the company's very rapid sales growth, accorded it a market
valuation of nearly $2 billion,  or four times revenue.  The shares, as recently
as  March  of this  year,  traded  at $36  per  share.  Subsequently  management
announced a slowing of retail  sales and the stock  plummeted  by more than 80%.
Clearly the valuation earlier in the year was unwarranted.  However, we view the
correction  as excessive  given the  company's  strong  franchise and ability to
generate free cash flow. Management also appears sound and should take the steps
needed to refocus the company's efforts.

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<PAGE>
- --------------------------------------------------------------------------------

Elsag  Bailey is the second  largest  company in the process  control  industry.
Elsag  which has been  built in recent  years  through a series of  acquisitions
including Bailey  Controls,  Fisher & Porter and Hartmann & Braun is expected to
show revenues of roughly $1.8 billion in 1997.  This  amalgamation  has not been
without  incident.  High  expectations for 1996 were dashed when new order rates
were modestly  below  expectations  and investors  were further  disquieted by a
quarrel with the city of Detroit over a major contract for a water  purification
plant.

We think most of the growing  pains are over and that Elsag  Bailey will come to
be  viewed as a strong  competitor  in the  worldwide  engineering  market  with
particular  expertise in automation systems for electric utilities.  It is now a
worldwide  competitor in scope, and financial management systems are in place to
allow the company to be managed as an integrated business. In early 1996, at the
time of the  Hartmann & Braun  acquisition,  Finmeccanica  infused  capital into
Elsag Bailey at $26.75 per share and at year-end the Italian  automation arm was
merged  into Elsag  Bailey on terms  which were  negotiated  prior to the recent
decline in the market.

Elsag  Bailey's  earning  power was  masked  in 1996 by virtue of  consolidation
accounting.  While  expectations  have been lowered,  management is  forecasting
earnings in the vicinity of $2.00 per share for 1997,  which, if achieved,  will
certainly lead to higher expectations in 1998 and beyond.  While we recognize it
is very  difficult to forecast  earnings for a company with major  operations in
the Far East, Europe (especially Germany) and the Americas,  we nonetheless feel
that Elsag Bailey's  substantial  assets and market  position are undervalued by
investors today.

Elsag  Bailey is  controlled  by  Finmeccanica  which is  majority-owned  by the
Italian  government.  There are  rumors  that  Finmeccanica  will be more  fully
privatized by the end of 1998, an event which we think will be viewed  favorably
by shareholders of Elsag Bailey.

Atlantic Realty,  which we have discussed  before,  was spun out when RPS merged
with  Ramco-Gershenson.  At the time of the distribution,  management  indicated
that they expected the sale or liquidation  of ATLRS within 18 months.  This was
conditioned  upon  settlement  of  several  issues  with  the  IRS.  To  date no
settlement  has been  announced  and we await events.  In the interim,  Atlantic
Realty declared a dividend of $0.39 per share, payable January 21, 1997.

Our Fund has grown  nicely  in its  first  three  years of  existence.  We lack,
however,  any  formal  marketing  effort.  As a result,  the Fund has grown only
through  performance  and  word-of-mouth  from our friends.  We feel it would be
advantageous  for the Fund to continue to grow  moderately,  so we would welcome
any  and  all  inquiries  from  potential  investors,  large  or  small.  Anyone
interested is encouraged to call Cindy Jeran at (212) 830-5455 or either of us.

The Delafield Fund is now available  through Charles Schwab's Mutual Fund
Marketplace. 

With very best wishes. 

Sincerely,


\s\J. Dennis Delafield                            \s\Vincent Sellecchia

J. Dennis Delafield                               Vincent Sellecchia
Chairman                                          President
Tel. (212) 830-5454                               Tel. (212) 830-5456

P.S.  The net asset value per share of the Fund is determined as of 4:00PM,  New
      York City time on each Fund Business Day (as fully described on page 16 of
      the Fund Prospectus).  In addition to the Fund's published NASDAQ listing,
      you may check its net asset  value at any time by  calling  1-800-221-3079
      (or,  212-830-5220) to speak directly to a Fund representative  during the
      normal  business hours of 8:30AM - 5:30PM,  NYC time.  During off business
      hours,  you  may  use  the  same  800  number  (or,  212-830-5225)  for  a
      pre-recorded  message.  The new 3-digit  number for The Delafield  Fund is
      819.

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<PAGE>

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                                     CUMULATIVE TOTAL RETURN WITH INCOME*
<TABLE>
<CAPTION>

                                                                                                Indices
                                                                                                -------
                                                                                                 S & P
                                                                     Delafield Fund**             500
                                                                     --------------              -----
<S>                                                                      <C>                    <C> 
 Quarter ended December 31, 1996                                           7.5%                   8.3%
 Year ended December 31, 1996                                             26.4                   23.0
 Inception, November 19, 1993 to December 31, 1996                        72.9                   73.3

<CAPTION>
                                  Annual Average Total Return with Income*


                                                                                                 S & P
                                                                     Delafield Fund**             500
                                                                     --------------              -----
<S>                                                                      <C>                    <C> 
 Three years ended December 31, 1996                                      19.3%                  19.7%
 Inception, November 19, 1993 to December 31, 1996                        19.2                   19.3

<CAPTION>

                                                 ASSET MIX


                                           12/31/95      3/31/96      6/30/96      9/30/96     12/31/96
                                           --------      -------      -------      -------     --------
<S>                                         <C>          <C>          <C>          <C>          <C>
 Equities                                    74.0%        72.7%        73.9%        78.0%        72.1%
 U.S. Government Obligations                  6.6         11.4         14.8         14.3         13.0
 Corporate Bonds                              2.6          1.9          1.8          1.7          1.6
 Cash Equivalents                            16.8         14.0          9.5          6.0         13.3
                                           --------      -------      -------      -------     --------
                                              100%         100%         100%         100%         100%

<CAPTION>

                                            TEN LARGEST HOLDINGS

                                                                                           % of Total
Company                                                                                     Portfolio
- -------                                                                                     ---------
<S>                                                                                           <C> 
 BancTec, Inc.                                                                                  4.9%
 Federal-Mogul Corporation                                                                      3.6
 Conseco Inc.                                                                                   3.1
 Allegheny Teledyne Inc.                                                                        2.9
 Varian Associates Inc.                                                                         2.9
 Zurich Reinsurance Centre Holdings, Inc.                                                       2.8
 Polaroid Corporation                                                                           2.5
 Elsag Bailey Process Automation, N.V.                                                          2.3
 Great Lakes Chemical Corporation                                                               2.3
 AMETEK, Inc.                                                                                   2.3
                                                                                               ----    
                                                                                               29.6%
                                                                                               ---- 
</TABLE>

* The performance data quoted above represents past performance.  The investment
return and principal value of an investment will fluctuate so that an investor's
shares, when redeemed, may be worth more or less than the orginal cost.
** Delafield Performance is stated after fees.


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




<PAGE>

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

           Comparison of change in value of $10,000 investment in the
                     Delafield Fund, Inc. and the S&P Index.

The Table below  represents the omitted line graph which compares the change in
value of $10,000 investment in the Delafield Fund, Inc. and the S&P Index.
<TABLE>
<CAPTION>

INCEPTION            S&P 500        DELAFIELD
- ---------           ---------       ---------
<C>                 <C>             <C>      
11/19/93            10,000.00       10,000.00
12/31/93            10,112.00       10,170.00
03/31/94             9,728.76       10,060.16
06/30/94             9,769.62       10,360.96
09/30/94            10,247.35       10,892.48
12/31/94            10,245.30       10,738.90
03/31/95            11,243.19       11,805.27
06/30/95            12,316.92       12,349.49
09/30/95            13,296.11       13,075.64
12/31/95            14,096.54       13,679.74
03/31/96            14,853.52       14,571.66
06/30/96            15,520.45       15,565.44
09/30/96            16,000.03       16,080.66
12/31/96            17,334.43       17,283.49
</TABLE>

The following table was embedded in the line graph represented above.
<TABLE>
<CAPTION>

                                Average Annual Return
                       -------------------------------------------
                                                          Since
                         One Year       Five Year      11/19/1993
                       ------------   -------------    ------------  
<S>                       <C>              <C>             <C>      
Delafield Fund, Inc.      26.35%           N/A             19.20%   
S&P 500                   22.96%           N/A             19.30% 
</TABLE>




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<PAGE>

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DELAFIELD FUND, INC.
STATEMENT OF NET ASSETS
DECEMBER 31, 1996

================================================================================
<TABLE>
<CAPTION>

                                                                                                      Value
                                                                               Shares               (Note 1)
                                                                               ------               --------
Common Stocks (72.07%)
- ------------------------------------------------------------------------------------------------------------------
<S>                                                                           <C>              <C>
 Banking (1.16%)
 Mellon Bank Corporation                                                        10,000          $       710,000
                                                                                                ---------------

 Chemical (3.07%)
 Freeport McMoRan, Inc.                                                         15,000                  481,875
 Great Lakes Chemical Corporation                                               30,000                1,402,500
                                                                                                ---------------
                                                                                                      1,884,375
                                                                                                ---------------

 Consumer Products & Services (4.92%)
 Bush Industries Inc.                                                           50,000                  962,500
 O'Sullivan Industries Holdings*                                                38,000                  532,000
 Polaroid Corporation                                                           35,000                1,522,500
                                                                                                ---------------
                                                                                                      3,017,000
                                                                                                ---------------

 Energy (2.46%)
 ENSERCH Corporation                                                            36,500                  839,500
 McDermott International, Inc.                                                  40,000                  665,000
                                                                                                ---------------
                                                                                                      1,504,500
                                                                                                ---------------

 Food and Beverage (1.88%)
 Rykoff-Sexton Inc.                                                             72,700                1,154,113
                                                                                                ---------------

 Industrial Products (17.64%)
 AMETEK, Inc.                                                                   62,000                1,379,500
 Atchison Casting Corporation*                                                  39,200                  705,600
 Corning Inc.                                                                   10,000                  462,500
 Elsag Bailey Process Automation, N.V.*                                         75,000                1,406,250
 Federal-Mogul Corporation                                                     100,000                2,200,000
 Greif Brothers Corporation Class A                                             11,500                  324,875
 Navistar International Corporation*                                            70,000                  638,750
 Sheldahl Inc.*                                                                 35,000                  651,875
 Stimsonite Corporation*                                                        90,000                  542,813
 Varian Associates Inc.                                                         35,000                1,780,625
 Watts Industries Inc. Class A                                                  30,000                  716,250
                                                                                                ----------------
                                                                                                     10,809,038
                                                                                                ----------------

 Insurance (Life) (5.09%)
 Conseco Inc.                                                                   30,000                1,912,500
 Provident Companies Inc.                                                       25,000                1,209,375
                                                                                                ----------------
                                                                                                      3,121,875
                                                                                                ----------------


</TABLE>

- --------------------------------------------------------------------------------
                       See Notes to Financial Statements.
<PAGE>

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




================================================================================
<TABLE>
<CAPTION>

                                                                                                      Value
                                                                               Shares               (Note 1)
                                                                               ------               --------
 Common Stocks (Continued)
- -------------------------------------------------------------------------------------------------------------------
<S>                                                                           <C>              <C>
 Insurance (Property/Casualty) (4.64%)
 Highlands Insurance Group*                                                     25,000          $       506,250
 Home State Holdings Inc.*                                                     120,000                  900,000
 Orion Capital Corporation                                                      15,000                  916,875
 20th Century Industries                                                        30,700                  518,062
                                                                                                ---------------
                                                                                                      2,841,187
                                                                                                ---------------

 Insurance (Reinsurance) (4.22%)
 Risk Capital Holding Inc.*                                                     45,000                  866,250
 Zurich Reinsurance Centre Holdings, Inc.                                       55,000                1,718,750
                                                                                                ---------------
                                                                                                      2,585,000
                                                                                                ---------------

 Metals/Mining (3.86%)
 Allegheny Teledyne Inc.                                                        78,000                1,794,000
 Armco Inc.*                                                                   138,000                  569,250
                                                                                                ---------------
                                                                                                      2,363,250
                                                                                                ---------------

 Office Equipment (5.21%)
 BancTec, Inc.*                                                                145,000                2,990,625
 Wang Laboratories, Inc.*                                                       10,000                  203,750
                                                                                                ---------------
                                                                                                      3,194,375
                                                                                                ---------------

 Real Estate (3.56%)
 Atlantic Realty Trust                                                          21,875                  221,484
 Kimco Realty Corporation                                                       35,000                1,220,625
 Ramco-Gershenson Properties Trust                                              43,750                  738,281
                                                                                                ---------------
                                                                                                      2,180,390
                                                                                                ---------------
 Retail (5.64%)
 The Limited, Inc.                                                              52,214                  959,432
 Sunglass Hut International, Inc.*                                             165,000                1,196,250
 Waban Inc.*                                                                    50,000                1,300,000
                                                                                                ---------------
                                                                                                      3,455,682
                                                                                                ---------------

 Textile/Apparel (4.50%)
 Burlington Industries Inc.*                                                    40,000                  440,000
 Delta Woodside Industries Inc.                                                210,000                1,338,750
 Farah Inc.*                                                                   126,000                  976,500
                                                                                                ---------------
                                                                                                      2,755,250
                                                                                                ---------------

 Miscellaneous (4.22%)
 Florida East Coast Industries                                                  13,000                1,135,875
 Gilbert Associates, Inc.                                                       74,700                1,045,800
 White River Corporation*                                                        7,400                  403,300
                                                                                                ---------------
                                                                                                      2,584,975
                                                                                                ---------------
 Total Common Stocks (Cost $36,922,152)                                                              44,161,010
                                                                                                ---------------

</TABLE>

- --------------------------------------------------------------------------------
                       See Notes to Financial Statements.
<PAGE>

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

DELAFIELD FUND, INC.
STATEMENT OF NET ASSETS (CONTINUED)
DECEMBER 31, 1996

================================================================================
<TABLE>
<CAPTION>

                                                                                 Face                  Value
                                                                                Amount               (Note 1)
                                                                                ------               --------
 Corporate Bonds (1.61%)
 -------------------------------------------------------------------------------------------------------------------
<S>                                                                           <C>              <C>
 Industrial Products (0.35%)
 AMETEK, Inc. 9.750% debentures, due 03/15/2004                                   200,000       $       214,250
                                                                                                 --------------

 Insurance (Life) (0.22%)
 PennCorp Financial Group 9.250%, due 12/15/2003                                  125,000               132,500
                                                                                                 --------------

 Miscellaneous (1.04%)
 American Annuity Group Senior Notes, 9.500%, due 08/15/2001                      600,000               637,500
                                                                                                 --------------
 
 Total Corporate Bond (Cost $925,178)                                                                   984,250
                                                                                                 --------------
<CAPTION>
 U.S. Government Obligations (13.04%)
 -------------------------------------------------------------------------------------------------------------------
<S>                                                                           <C>              <C>
 U.S. Treasury Note, 5.500%, due 07/31/97                                      $8,000,000             7,992,504
                                                                                                 --------------
 Total U.S. Government Obligations (Cost $7,999,127)                                                  7,992,504
                                                                                                 --------------
<CAPTION>
 Short-Term Investments (12.84%)
 Repurchase Agreements (12.84%)
 -------------------------------------------------------------------------------------------------------------------
<S>                                                                           <C>              <C>
 J.P. Morgan Securities Inc., 6.65%, due 01/02/97
 (Collateralized by $6,120,000
 U.S. Treasury Note, 10.375%, due 11/15/12)                                    $7,871,000             7,871,000
                                                                                                 --------------
 Total Short-Term Investments (Cost $7,871,000)                                                       7,871,000
                                                                                                 --------------
 Total Investments (99.56%) (Cost $53,717,457+)                                                      61,008,764
 Cash and Other Assets, net of liabilities (0.44%)                                                      270,668
                                                                                                 --------------
 Net Assets (100.00%), 4,542,193 shares outstanding (Note 3)                                    $    61,279,432
                                                                                                 ==============
 Net asset value, offering and redemption price per share                                       $         13.49
                                                                                                 ==============

</TABLE>



*    Non-income producing.
+    Aggregate  cost  for federal income tax purposes is $53,722,265.  Aggregate
     unrealized appreciation and depreciation,  based on cost for Federal income
     tax purposes, are $7,775,676 and $489,177, respectively.



- --------------------------------------------------------------------------------
                       See Notes to Financial Statements
<PAGE>

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

DELAFIELD FUND, INC.
STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 1996

================================================================================
<TABLE>
<CAPTION>

INVESTMENT INCOME
<S>                                                                                     <C>
 Income:
     Interest.......................................................................     $        754,510
     Dividends......................................................................              532,168
                                                                                           --------------
        Total income................................................................            1,286,678
                                                                                           --------------
 Expenses: (Note 2)
     Investment management fee......................................................              419,025
     Administration fee.............................................................              109,994
     Shareholder servicing fee......................................................              130,945
     Custodian expenses.............................................................               10,598
     Shareholder servicing and related shareholder expenses.........................               41,605
     Legal, compliance and filing fees..............................................               12,583
     Audit and accounting...........................................................               38,068
     Directors' fees and expenses...................................................                6,924
     Amortization of organization costs.............................................                8,718
     Other..........................................................................                1,584
                                                                                           --------------
        Total expenses..............................................................              780,044
        Less:
        Fees waived.................................................................      (       106,606)
        Expenses paid indirectly....................................................      (         3,314)
                                                                                           --------------
        Net expenses................................................................              670,124
                                                                                           --------------
        Net investment income.......................................................              616,554
                                                                                           --------------
<CAPTION>

REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS

<S>                                                                                     <C>
 Net realized gain (loss) on investments............................................            7,345,183
 Net change in unrealized appreciation (depreciation) of investments................            4,380,986
                                                                                           --------------
         Net gain (loss) on investments.............................................           11,726,169
                                                                                           --------------
 Increase (decrease) in net assets from operations..................................      $    12,342,723
                                                                                           ==============

</TABLE>

- --------------------------------------------------------------------------------
                       See Notes to Financial Statements.
<PAGE>

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

DELAFIELD FUND, INC.
STATEMENTS OF CHANGES IN NET ASSETS

================================================================================
<TABLE>
<CAPTION>



                                                                                 Year                Period from
                                                                                 Ended           October 1, 1995 to
                                                                           December 31, 1996      December 31, 1995
                                                                           -----------------      -----------------

INCREASE (DECREASE) IN NET ASSETS

<S>                                                                        <C>                    <C> 
 Operations:

  Net investment income.................................................... $      616,554         $      170,368

  Net realized gain on investments.........................................      7,345,183                630,148

  Net change in unrealized appreciation (depreciation) ....................      4,380,986              1,216,404
                                                                             -------------          -------------

    Increase (decrease) in net assets from operations......................     12,342,723              2,016,920

 Distributions from:

  Net investment income.................................................... (      616,554)        (      179,845)

  Net realized gain on investments......................................... (    7,293,283)        (      643,645)

  In excess of net realized gain........................................... (       --    )        (       51,900)

  Return of capital........................................................ (          516)        (        8,609)

 Capital share transactions (Note 3).......................................     11,117,028              2,280,846
                                                                             -------------          --------------

    Total increase (decrease)..............................................     15,549,398              3,413,767

 Net Assets:

  Beginning of period......................................................     45,730,034             42,316,267
                                                                             -------------          --------------

  End of period............................................................ $   61,279,432         $   45,730,034
                                                                             =============          ==============










</TABLE>

- --------------------------------------------------------------------------------
                       See Notes to Financial Statements.
<PAGE>

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

DELAFIELD FUND, INC.
NOTES TO FINANCIAL STATEMENTS

================================================================================


1. Summary of Accounting Policies

Delafield Fund, Inc. is a no-load,  diversified,  open-end management investment
company  registered  under the  Investment  Company Act of 1940.  The investment
objectives of the Fund are to seek long-term  preservation of capital and growth
of capital by investing  primarily in equity  securities of domestic  companies.
Effective  October 1, 1995 the Fund  changed its fiscal year end to December 31.
Its financial  statements  are prepared in accordance  with  generally  accepted
accounting  principles  for  investment  companies  as follows:  

     a) Valuation of Securities - 
     Securities traded on a national  securities exchange or admitted to trading
     on the National Association of Securities Dealers Inc. Automated Quotations
     National  List are  valued  at the last  reported  sales  price on the last
     business  day of the  fiscal  period.  Common  stocks for which no sale was
     reported on that date and  over-the-counter  securities,  are valued at the
     mean  between  the  last  reported  bid and  asked  prices.  United  States
     Government obligations and other debt instruments having sixty days or less
     remaining  until maturity are stated at amortized  cost.  Debt  instruments
     having a  remaining  maturity  of more than  sixty  days are  valued at the
     highest bid price  obtained from a dealer  maintaining  an active market in
     that  security or on the basis of prices  obtained  from a pricing  service
     approved  as  reliable  by the Board of  Directors.  All  other  investment
     assets,  including  restricted and not readily marketable  securities,  are
     valued  in such  manner  as the  Board of  Directors  in good  faith  deems
     appropriate to reflect their fair market value.

     b) Federal Income Taxes - 
     It is the Fund's  policy to comply with the  requirements  of the  Internal
     Revenue Code applicable to regulated investment companies and to distribute
     all of its taxable income to its shareholders.  Therefore, no provision for
     federal income tax is required.

     c) Use of Estimates - 
     The  preparation  of financial  statements  in  conformity  with  generally
     accepted  accounting  principles  requires management to make estimates and
     assumptions  that effect the reported amounts of assets and liabilities and
     disclosure  of  contingent  assets  and  liabilities  at  the  date  of the
     financial statements and the reported amounts of increases and decreases in
     net assets from  operations  during the reporting  period.  Actual  results
     could differ from those estimates.

     d) General - 
     Securities  transactions  are  recorded on the trade date  basis.  Interest
     income is  accrued  as  earned  and  dividend  income  is  recorded  on the
     ex-dividend  date.  Realized gains and losses from securities  transactions
     are  recorded on the  identified  cost basis.  Dividends  and capital  gain
     distributions  to  shareholders,  which are  determined in accordance  with
     income tax  regulations,  are recorded on the  ex-dividend  date. It is the
     Fund's  policy  to  take  possession  of  securities  as  collateral  under
     repurchase  agreements  and to determine on a daily basis that the value of
     such securities plus accrued  interest are sufficient to cover the value of
     the repurchase agreements.

2. Investment Management Fees and Other Transactions with Affiliates
Under the Investment Management Contract, the Fund pays an investment management
fee to Reich & Tang Asset Management,  L.P. (the "Manager") equal to .80% of the
Fund's average daily net assets.


- --------------------------------------------------------------------------------
<PAGE>

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

DELAFIELD FUND, INC.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)

================================================================================

2. Investment Management Fees and Other Transactions with Affiliates

Pursuant to an Administrative  Services Agreement,  the Fund pays to the Manager
an annual fee of .21% of the Fund's average daily net assets.

Pursuant to a Distribution  Plan adopted under  Securities  Exchange  Commission
Rule 12b-1, the Fund and Reich & Tang  Distributors  L.P. (the Distributor) have
entered into a Distribution Agreement and a Shareholder Servicing Agreement. For
its services under the Shareholder Servicing Agreement, the Distributor receives
from the Fund an  annual  fee  equal to .25% of the  Fund's  average  daily  net
assets.  There were no  additional  expenses  borne by the Fund  pursuant to the
Distribution  Plan.  

During  the  year  ended  December 31, 1996,  the Distributor voluntarily waived
shareholder servicing fees of $106,606.

Brokerage  commissions  paid  during the period to the  Distributor  amounted to
$48,305.

Fees are paid to Directors who are unaffiliated with the Manager on the basis of
$1,500 per annum plus $250 per meeting attended.

Included in the Statement of Operations under the caption "Shareholder servicing
and  related  shareholder  expenses"  are fees of  $18,334  paid to Reich & Tang
Services L.P., an affiliate of the Manager as servicing agent for the Fund.

Included in the Statement of Operations under the captions "Custodian  expenses"
and "Shareholder servicing and related shareholder expenses" are expense offsets
of $3,314.

3. Capital Stock

At  December  31,  1996,  20,000,000,000  shares of $.001 par value  stock  were
authorized and capital paid in amounted to $53,992,933.  Transactions in capital
stock were as follows:
<TABLE>
<CAPTION>

                                                            Year Ended                         Period Ended
                                                         December 31, 1996                   December 31, 1995
                                                     -------------------------           -------------------------
                                                       Shares         Amount               Shares         Amount
                                                     ----------    -----------           ----------    -----------
<S>                                                <C>            <C>                  <C>            <C>
 Sold........................................          486,042     $ 6,686,946             221,341     $ 2,650,363
 Issued on reinvestment of dividends.........          584,374       7,889,402              71,878         881,282
 Redeemed....................................       (  259,075)    ( 3,459,320)         (  103,911)    ( 1,250,799)
                                                     ---------      ----------           ---------      ----------
 Net increase (decrease).....................          811,341     $11,117,028             189,308     $ 2,280,846
                                                     =========      ==========           =========      ==========
</TABLE>

4. Investment Transactions

Purchases and sales of investment securities,  other than U.S. Government direct
and agency  obligations  and short-term  investments,  totaled  $33,969,114  and
$35,368,125 respectively.






- --------------------------------------------------------------------------------
<PAGE>


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




================================================================================

5. Selected Financial Information
<TABLE>
<CAPTION>

                                                 Year             Period from             Year          November 19, 1993
                                                Ended          October 1, 1995 to        Ended           (Inception) to
                                           December 31, 1996   December 31, 1995   September 30, 1995   September 30, 1994
                                           -----------------   -----------------   ------------------   ------------------
<S>                                          <C>                <C>                  <C>                  <C>
 Per Share Operating Performance:
 (for a share outstanding throughout the period)
 Net asset value, beginning of period........  $   12.26         $    11.95           $    10.82           $   10.00
                                               ---------         ----------           ----------           ---------
 Income from investment operations:
     Net investment income...................        .16                .05                  .13                 .07
     Net realized and unrealized
       gains (losses) on investments.........       3.07                .50                 1.99                 .82
                                               ---------         ----------           ----------           ----------
 Total from investment operations............       3.23                .55                 2.12                 .89
                                               ---------         ----------           ----------           ----------
 Less distributions:
     Dividends from net investment income....  (     .16)        (      .05)          (      .13)          (     .07)
     Distributions from net 
       realized gains on investments.........  (    1.84)        (      .18)          (      .86)               --
     In excess of net realized gain..........      --            (      .01)                --                  --
                                               ---------         ----------           ----------           ----------
 Total distributions.........................  (    2.00)        (      .24)          (      .99)          (     .07)
                                               ---------         ----------           ----------           ----------
 Net asset value, end of period..............  $   13.49         $    12.26           $    11.95           $   10.82
                                               =========         ==========           ==========           ==========
 Total Return................................      26.35%              4.62%(a)            20.05%               8.93%(a)
                                               =========         ==========           ==========           ==========
 Ratios/Supplemental Data
 Net assets, end of period (000).............  $  61,279         $   45,730           $   42,316           $    9,658
 Ratios to average net assets:
     Expenses................................       1.29%(b)(d)        1.67%*(b)(d)         1.65%(b)            1.78%*(b)
     Net investment income...................       1.18%(b)           1.57%*(b)            1.35%(b)            0.96%*(b)
 Portfolio turnover rate.....................      75.54              20.49                 70.36              42.84
 Average commission rate paid (per share)....  $     .0378(c)    $      .0343(c)           --                   --
</TABLE>

  *  Annualized
(a)  Not Annualized

(b)  Net of investment management, administration and shareholder servicing fees
     waived equivalent to .20%, .20%, .71%  and 1.12%,  respectively, of average
     net assets.

(c)  Required by regulations issued in 1995.

(d)  Includes   expenses   paid   indirectly,   equivalent  to  .01%  and  .07%,
     respectively, of average net assets.


- --------------------------------------------------------------------------------
<PAGE>

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

DELAFIELD FUND, INC.
INDEPENDENT AUDITOR'S REPORT

================================================================================



The Board of Directors and Shareholders
Delafield Fund, Inc.



We have audited the accompanying statement of net assets of Delafield Fund, Inc.
as of December  31, 1996 and the related  statement of  operations  for the year
then ended,  the statements of changes in net assets for the year then ended and
the period from October 1, 1995 to December 31, 1995, and the selected financial
information for the periods indicated in the accompanying  financial statements.
These  financial   statements  and  selected   financial   information  are  the
responsibility  of the Fund's  management.  Our  responsibility is to express an
opinion on these financial  statements and selected financial  information 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  selected
financial  information  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, 1996 by correspondence  with the custodian and brokers.
An audit also includes assessing the accounting  principles used and significant
estimates  made by  management,  as well as  evaluating  the  overall  financial
statement  presentation.  We believe that our audits provide a reasonable  basis
for our opinion.

In our opinion,  the financial  statements  and selected  financial  information
referred to above  present  fairly,  in all  material  respects,  the  financial
position of Delafield  Fund,  Inc. as of December  31, 1996,  the results of its
operations, the changes in its net assets and the selected financial information
for the periods  indicated,  in conformity  with generally  accepted  accounting
principles.



                                                   \s\McGladrey & Pullen, LLP






New York, New York
February 10, 1997


- --------------------------------------------------------------------------------
<PAGE>


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





DELAFIELD
FUND, INC.








                                  Annual Report
                                December 31, 1996








- --------------------------------------------------------------------------------
<PAGE>

- -----------------------------------------------------
This   report   is   submitted   for   the   general
information of the  shareholders  of the Fund. It is
not  authorized  for   distribution  to  prospective
investors   in   the   Fund   unless   preceded   or
accompanied  by  an  effective   prospectus,   which
includes    information    regarding    the   Fund's
objectives   and   policies,   experience   of   its
management,   marketability  of  shares,  and  other
information.
- -----------------------------------------------------
Delafield Fund, Inc.

     600 Fifth Avenue
     New York, New York 10020

Manager

     Reich & Tang Asset Management, L.P.
     600 Fifth Avenue
     New York, New York 10020

Custodian

     Investors Fiduciary Trust Company
     127 West 10th Street
     Kansas City, Missouri 64105

Transfer Agent

     Reich & Tang Services L.P.
     600 Fifth Avenue
     New York, New York 10020




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