CAPSTONE FIXED INCOME SERIES INC
N-30D, 1999-08-06
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                                                 CAPSTONE GOVERNMENT INCOME FUND
- --------------------------------------------------------------------------------


Dear Shareholder:

Enclosed you will find the Capstone Government Income Fund ("the Fund")
semi-annual report for the period from December 1, 1998 to May 31, 1999.

                                  PERFORMANCE:

Over the course of the first half of the Fund's fiscal year, the U.S. credit
markets were characterized by steadily rising interest rates. It became
increasingly apparent to market participants that the Federal Reserve's Board of
Governors would be forced to move to raise short-term interest rates in order to
offset potential inflationary pressures. Two-year Treasury notes started the
period as low as 4.55% and rose to a high of 5.41%, at the end of the
semi-annual period. Although this nearly one hundred basis point rise has had a
significant effect on fixed-income security prices, most of the move represents
a market correction from the anticipation of interest rate declines to the
expectation of rate increases from the Federal Reserve Board of Governors. With
the Federal funds rate officially set at 4.75% during this period, a two-year
Treasury note only seventy-five basis points higher is historically more
representative of a neutral interest rate environment. In fact, expectations of
inflationary price pressures and potential official rate increases will most
likely force the yield on two-year notes to widen further from money market
rates.

The Fund's managers have been sensitive to the potential risk of rising U.S.
short-term interest rates and have maintained a relatively conservative
investment posture. The Fund's weighted average maturity is kept to
approximately 1.0 year. Interest rate sensitivity is minimized through the use
of hedging strategies, like covered option writing. Additional returns are
sought through the use of callable agency securities, which can be purchased at
considerable spreads to Treasury notes of the same maturity.

Since the start of the Fund's current fiscal year, the net asset value has risen
steadily. When combined with the annual distribution last December, the Fund has
produced a 1.38% total rate of return, or 2.75% annualized. This compares with
0.35%, or .72% annualized, rise in the Ryan 2-year Treasury index1 over the same
period.

                                   DIVIDENDS:

The Fund has not made regular distributions of income since December 1998, so as
to minimize expenses and stabilize net asset values. As a result, the Fund
accumulates all interest income and capital gains until the end of the calendar
year, when it must distribute substantially all such earnings in order to avoid
the imposition of a 4% excise tax and to retain its status as a regulated
investment company. It is too early to predict the exact size of this year's
distribution, but it will be consistent with the net return of the Fund's
investment portfolio over the course of the entire year.

Management anticipates recommending to the Board of Directors that the
shareholders of record as of mid-December 1999 receive the Fund's distribution
for the year ending December 31, 1999. The Fund's net asset value would be
adjusted downward the following business day to reflect the distribution. The
payment of non-reinvested distributions will be made by the Fund's transfer
agent shortly thereafter.

We thank you for your investment in the Fund and we are available to answer any
questions. Please contact us at (800) 262-6631.


/s/ Edward L. Jaroski                             /s/ Howard S. Potter
- ------------------------------                    ------------------------------
Edward L. Jaroski                                 Howard S. Potter
President                                         Executive Vice President

1 The Ryan 2-Year Treasury Index is an unmanaged index, commonly known as an "on
the run" index because of the following characteristic: after an issue in the
index expires, it is replaced by a newer issue of the same dollar amount.

<PAGE>


                                                 CAPSTONE GOVERNMENT INCOME FUND
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>

PORTFOLIO OF INVESTMENTS - May 31, 1999 (Unaudited)
- ------------------------------------------------------------------------------------------------------------------------------------

                                                                           Principal            Value           Percentage of
BONDS                                                                       Amount         (See Note 1-A)        Net Assets

U.S. Government & Government Agencies (98.70%)
<S>                                                                      <C>               <C>                     <C>
U.S. Treasury Note, 5.375%, 1/31/2000                                    $  3,000,000      $  3,006,564            20.94%
U.S. Treasury Note, 5.00%, 4/30/2001                                        4,200,000         4,169,953            29.04%
FHLB Discount Note, 5.155%, 10/27/2000                                      2,000,000         1,988,020            13.84%
FHLB Discount Note, 5.41%, 12/01/2000                                       1,000,000           999,990             6.96%
FNMA Note, 6.14%, 10/25/2000                                                4,000,000         4,010,552            27.92%
                                                                                             -----------          ------

      TOTAL U.S. GOVERNMENT (Cost $14,197,401)                                               14,175,079            98.70%

      OTHER ASSETS LESS LIABILITIES                                                             187,336             1.30%
                                                                                             -----------          ------
      Net Assets, at values equivalent to $24.79 per share for 579,443
        shares of $.001 par value shares outstanding                                        $14,362,415           100.00%
                                                                                             ===========          ======

At May 31, 1999, unrealized depreciation of securities based on Federal income
tax cost is as follows:

Unrealized appreciation                                                                     $          0
Unrealized depreciation                                                                          (22,322)
                                                                                             -----------
  Net unrealized depreciation                                                               $    (22,322)
                                                                                             ===========
</TABLE>

                 See Accompanying Notes to Financial Statements
<PAGE>


                                                 CAPSTONE GOVERNMENT INCOME FUND
- --------------------------------------------------------------------------------

STATEMENT OF ASSETS AND LIABILITIES - May 31, 1999 (Unaudited)
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>

ASSETS:

<S>                                                                                                            <C>
         Investments in securities at market value (identified cost $14,197,401)(Note 1A)                      $14,175,079
         Cash                                                                                                       98,673
         Interest receivable                                                                                       133,897
                                                                                                              ------------
              Total Assets                                                                                      14,407,649
                                                                                                              ------------


LIABILITIES:

         Accrued expenses                                                                                           45,234
                                                                                                              ------------

              Total Liabilities                                                                                     45,234
                                                                                                              ------------


NET ASSETS                                                                                                     $14,362,415
                                                                                                              ============


NET ASSET VALUE, OFFERING AND REDEMPTION PRICE PER SHARE:
($14,362,415/579,443 shares outstanding of $.001 par value, 200,000,000 shares authorized)                          $24.79
                                                                                                              ============


SOURCE OF NET ASSETS:

         Paid in capital                                                                                       $20,955,931
         Undistributed net investment income                                                                       135,111
         Accumulated net realized loss on investments                                                           (6,706,305)
         Net unrealized depreciation of securities                                                                 (22,322)
                                                                                                              ------------


              Total                                                                                            $14,362,415
                                                                                                              ============

</TABLE>
                 See Accompanying Notes to Financial Statements


<PAGE>

                                                 CAPSTONE GOVERNMENT INCOME FUND
- --------------------------------------------------------------------------------

STATEMENT OF OPERATIONS For The Six Months Ended May 31, 1999 (Unaudited)
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>

INVESTMENT INCOME:

<S>                                                                                             <C>
         Interest Income                                                                        $268,359
                                                                                               ---------

         Expenses:
              Advisory fees (Note 2)                                                            $ 21,849
              Distribution fees (Note 2)                                                          10,925
              Administrative services (Note 2)                                                     5,462
              Transfer agent fees                                                                 12,184
              Fund accounting fees                                                                11,316
              Audit fees                                                                           5,937
              Legal fees                                                                           1,193
              Trustees' fees and expenses                                                          1,267
              Custodian fees                                                                       2,301
              Registration and filing fees                                                         5,455
              Reports and notices to stockholders                                                  3,390
              Insurance expense                                                                    1,094
              Miscellaneous                                                                       11,433
                                                                                                --------

                 Total Expenses                                                                   93,806
                                                                                               ---------

                     Net Investment Income                                                       174,553
                                                                                               ---------


REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:

         Net realized gain from security transactions                                              4,892
         Net realized gain from written options                                                    7,500

         Unrealized appreciation (depreciation) of investments:
              Beginning of period                                                                  6,905
              End of period                                                                      (22,322)
                                                                                              ----------

              Net change in unrealized appreciation of investments                               (29,227)
                                                                                               ---------

              Net realized and unrealized loss on investments                                    (16,835)
                                                                                               ---------

                  Net increase in net assets resulting from operations                          $157,718
                                                                                               =========
</TABLE>

                 See Accompanying Notes to Financial Statements


<PAGE>

                                                 CAPSTONE GOVERNMENT INCOME FUND
- --------------------------------------------------------------------------------
STATEMENT OF CHANGES IN NET ASSETS
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>

                                                                               Six Months Ended                 Year Ended
                                                                                   May 31, 1999          November 30, 1998
                                                                                   ------------          -----------------
                                                                                    (Unaudited)

OPERATIONS:
<S>                                                                                   <C>                      <C>
Net investment income                                                                 $ 174,553                $ 1,392,670
Net realized gain on investments                                                         12,392                     18,069
Net change in unrealized appreciation of investments                                    (29,227)                    37,760
                                                                                   ------------               ------------
Net increase in net assets resulting from operations                                    157,718                  1,448,499


DISTRIBUTIONS TO SHAREHOLDERS FROM:
Net investment income                                                                  (159,766)                  (155,105)

CAPITAL SHARE TRANSACTIONS:
Decrease in net assets resulting from capital share transactions (Note 3)            (6,019,751)               (53,353,462)
                                                                                   ------------               ------------
       Total decrease in net assets                                                  (6,021,799)               (52,060,068)

NET ASSETS
Beginning of period                                                                  20,384,214                 72,444,282
                                                                                   ------------               ------------
End of period (including undistributed net investment income of
     $1,205,775 and $1,190,987, respectively)                                       $14,362,415                $20,384,214
                                                                                   ============               ============
</TABLE>

                 See Accompanying Notes to Financial Statements


- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS - May 31, 1999 (Unaudited)
- --------------------------------------------------------------------------------

Note 1 - Summary of Significant Accounting Policies

     Capstone Government Income Fund (the "Fund") is the initial series of
Capstone Fixed Income Series, Inc. (the "Corporation"), which is registered
under the Investment Company Act of 1940, as amended (the "Act"), as a
diversified, open-end management investment company. The Fund was originally
incorporated in Delaware in 1968 and was reorganized as the initial series of
the Corporation, which was established under Maryland Law on May 11, 1992.

     The current investment objective of the Fund is to earn a high level of
total return, consistent with safety of principal. The Fund seeks to achieve
this objective by investing in debt obligations that have remaining maturities
of three years or less and that are issued or guaranteed by the U.S. Government,
its agencies or instrumentalities, and by engaging in certain income enhancement
strategies. Because of the risks inherent in any investment program, the Fund
cannot ensure that its investment objectives will be realized. The Fund changed
its fiscal year end to November 30, commencing with November 30, 1995, but
continues to maintain a December 31 tax year end.

     The following is a summary of significant accounting policies followed by
the Fund in the preparation of its financial statements.

(A) Valuation of Investments - Debt securities (other than short-term
obligations) including listed issues are valued at the mean between the bid and
asked prices on the basis of valuations furnished by a pricing service.
Over-the-counter options, which include both written and purchased options, are
valued using the Black-Scholes Model, which utilizes the option's
characteristics when bought or sold and the market price of the underlying
security to determine a daily price for each OTC option's position. The only
pricing variable changed daily is the price of the underlying security. When
market quotations are not readily available, portfolio securities are valued at
their fair value as determined in good faith under procedures established by and
under the general supervision of the Board of Directors (valuation of securities
for which market quotations are not readily available may be based upon current
market prices of securities which are comparable in coupon, rating and maturity
or an appropriate matrix utilizing similar factors). Short-term investments are
valued at amortized cost which approximates value.


<PAGE>

                                                 CAPSTONE GOVERNMENT INCOME FUND

(B) Call and Put Options - When the Fund writes a call or put option, an amount
equal to the premium received is reflected as a liability. The amount of the
liability is subsequently "marked to market" to reflect the current market value
of the option written. If an option which the Fund has written either expires on
its stipulated expiration date, or if the Fund enters into a closing purchase
transaction, the Fund realizes a gain (or loss if the cost of the closing
transaction exceeds the premium received when the option is sold), and the
liability related to such option is extinguished. If a call option which the
Fund has written is exercised, the Fund realizes a gain or loss from the sale of
the underlying security and the proceeds from such a sale are increased by the
premium originally received. If a put option which the Fund has written is
exercised, the amount of the premium originally received reduces the cost of the
security which the Fund purchases upon exercise of the option. The Fund, as the
writer of a call option, loses the potential for gain on the underlying security
above the exercise price while the option is outstanding. By writing a put
option, the Fund might become obligated to purchase the underlying security at
an exercise price that exceeds the current market price.

     The premium paid by the Fund for the purchase of a call or put option is
recorded as an investment and subsequently "marked to market" to reflect the
current market value of the option purchased. If an option which the Fund has
purchased expires on the stipulated expiration date, the Fund realizes a loss in
the amount of the cost of the option. If the Fund enters into a closing
transaction, it realizes a gain (loss) if the proceeds from the sale are greater
(less) than the cost of the option purchased. If the Fund exercises a put
option, it realizes a gain or loss from the sale of the underlying security and
the proceeds from such sale will be decreased by the premium originally paid. If
the Fund exercises a call option, the cost of the security purchased upon
exercise is increased by the premium originally paid. These option contracts may
be listed for trading on a national securities exchange or traded
over-the-counter. Over-the-counter options are transacted directly with dealers
and not with a clearing corporation, and there is a risk of non-performance by
the dealer.

(C) Repurchase Agreements - The Fund may enter into repurchase agreements with
U.S. Government securities dealers recognized by the Federal Reserve Board, with
member banks of the Federal Reserve System or with such other brokers or dealers
that meet the credit guidelines of the Corporation's Board of Directors. In a
repurchase agreement, the Fund buys a security from a seller that has agreed to
repurchase the same security at a mutually agreed upon date and price. The
Fund's resale price will be in excess of the purchase price, reflecting an
agreed upon interest rate. This interest rate is effective for the period of
time the Fund is invested in the agreement and is not related to the coupon rate
on the underlying security. Repurchase agreements may also be viewed as fully
collateralized loans of money by the Fund to the seller. The period of these
repurchase agreements will usually be short, from overnight to one week, and at
no time will the Fund invest in repurchase agreements for more than one year.
The Fund will always receive as collateral securities whose market value
including accrued interest is, and during the entire term of the agreement
remains, at least equal to 100% of the dollar amount invested by the Fund in
each agreement, and the Fund will make payment for such securities only upon
physical delivery or upon evidence of book entry transfer to the account of the
custodian. If the seller defaults, the Fund might incur a loss if the value of
the collateral securing the repurchase agreement declines and might incur
disposition costs in connection with liquidating the collateral. In addition, if
bankruptcy proceedings are commenced with respect to the seller of a security
which is the subject of a repurchase agreement, realization of the collateral by
the Fund may be delayed or limited. In an attempt to minimize these risks, the
Adviser will consider and monitor the creditworthiness of parties to repurchase
agreements.

(D) Security Transactions and Investment Income - Security transactions are
accounted for on the trade date (the date the securities are purchased or sold).
Interest income on investments is accrued daily. Premiums on securities
purchased are amortized over the life of the respective securities and discounts
are recharacterized to income, limited to the extent of any capital gain upon
sale or maturity of the respective security. Realized gains and losses from
security transactions are determined on the basis of identified cost.

(E) Federal Income Taxes - No provision is considered necessary for Federal
income taxes since it is the policy of the Fund to distribute all of its taxable
income, including any net realized gains on sales of investments, and to qualify
as a "regulated investment company" under the applicable section of the Internal
Revenue Code. The Fund has approximately $6,722,500 of capital losses for
Federal income tax purposes available to offset future taxable capital gains, if
any, of which $1,910,000 expires in December 1999, $2,194,600 expires in
December 2001, $1,252,800 expires in December 2002, $1,005,300 expires in
December 2003, $170,000 expires in December 2004 and $189,800 expires in
December 2005.

(F) Share Transactions and Distributions to Shareholders - Fund shares are sold
in continuous public offering at the net asset value. Transactions in Fund
shares are recorded on the trade date. The Fund redeems its shares at the net
asset value. Dividends and other distributions are recorded by the Fund on the
ex-dividend date and may be reinvested at net asset value.


<PAGE>

                                                 CAPSTONE GOVERNMENT INCOME FUND
- --------------------------------------------------------------------------------

     Income distributions and capital gain distributions, if any, are determined
in accordance with income tax regulations which may differ from generally
accepted accounting principles. The Fund also utilizes earnings and profits
distributed to shareholders on redemption of shares as part of the dividend paid
deduction for income tax purposes. The Fund files its tax return on a December
31 basis; all permanent book/tax differences are adjusted at that time.

(G) Use of Estimates in Financial Statements - In preparing financial statements
in conformity with generally accepted accounting principles, management makes
estimates and assumptions that affect the reported amounts of assets and
liabilities at the date of the financial statements, as well as the reported
amounts of income and expenses during the reporting period. Actual results may
differ from the estimates.


Note 2 - Investment Advisory and Administration Fees and Other Transactions with
Affiliates

     Capstone Asset Management Company ("CAMCO"), serves as the Investment
Adviser to the Fund pursuant to an Investment Advisory Agreement dated May 11,
1992 between CAMCO and the Fund. Since May, 1992 New Castle Advisers, Inc.
("NCA") had served as Subadviser to the Fund pursuant to a Subadvisory Agreement
between CAMCO and NCA. On January 1, 1996, Capstone Financial Services, Inc.
("CFS"), the parent company of the Adviser, acquired a majority interest in NCA,
and NCA simultaneously resigned as subadviser to the Fund. The Fund therefore no
longer has a separate subadviser. This change has had no effect on the
management of the Fund or the advisory fees paid by the Fund, since fees to NCA
were previously paid by the Adviser out of its fees from the Fund. The Adviser
now retains the entire fee, which is computed daily and paid monthly at the
annual rate of 0.40% of the first $250 million of the Fund's average daily net
assets and 0.36% of such assets over $250 million.

     CAMCO also provides administrative services to the Fund pursuant to an
Administrative Agreement. For these services, CAMCO is paid a monthly fee equal
to an annual rate of 0.10% of the Fund's average daily net assets.

     Investment advisory and administrative fees paid to CAMCO for the six
months ended May 31,1999 were $27,311.

     Pursuant to the Investment Advisory Agreement and the Administrative
Agreement, CAMCO has agreed to reduce its fees on a pro rata basis (but not
below zero) to the extent that the Fund's ordinary expenses for any fiscal year
(including advisory or administrative fees, but excluding brokerage commissions,
interest, local, state and Federal taxes and extraordinary expenses) exceed the
expense limitation of any state having jurisdiction over the Fund. Due to recent
Federal and state legislation, such state expense limitations are no longer
applicable to the Fund.

     Pursuant to a Distribution Agreement with the Fund dated May 11, 1992,
Capstone Asset Planning Company ("CAPCO"), is the principal underwriter of the
Fund and, acting as exclusive agent, sells shares of the Fund to the public on a
continuous basis.

     The Fund has adopted a Service and Distribution Plan (the "Plan") pursuant
to Rule 12b-1 under the Act whereby it uses its assets to finance certain
activities relating to the distribution of its shares to investors and provision
of certain stockholder services. The Plan permits payments to be made by the
Fund to the Distributor to reimburse it for particular expenditures incurred by
it in connection with the distribution of the Fund's shares to investors and
provision of certain stockholder services including, but not limited to, the
payment of compensation, including incentive compensation, to securities dealers
(which may include CAPCO itself) and certain banks, investment advisers and
pension consultants (collectively, the "Service Organizations") to obtain
various distribution-related and/or administrative services for the Fund. CAPCO
is also authorized to engage in advertising, the preparation and distribution of
sales literature and other promotional activities on behalf of the Fund. In
addition, the Plan authorizes payment by the Fund of the cost of preparing,
printing and distributing Fund Prospectuses and Statements of Additional
Information to prospective investors and of implementing and operating the Plan.

     Under the Plan, payments made to CAPCO may not exceed an amount computed at
an annual rate of 0.20% of the average net assets of the Fund. CAPCO is
permitted to collect fees under the Plan on a monthly basis. Any expenditures
incurred in excess of the limitation described above during a given month may be
carried forward up to twelve months for reimbursement, subject always to the
0.20% limit, and no interest or carrying charges will be payable by the Fund on
amounts carried forward. The Plan may be terminated by the Fund at any time and
the Fund will not be liable for amounts not reimbursed as of the termination
date. During the six months ended May 31, 1999, the Fund paid $10,925 in
distribution expenses. Of this amount $4,917 was paid to Service Organizations
other than CAPCO.


<PAGE>

                                                 CAPSTONE GOVERNMENT INCOME FUND

     CAMCO is an affiliate of CAPCO and both are wholly-owned subsidiaries of
CFS. Certain officers and directors of the Fund, are also officers and directors
of CAMCO, CAPCO, and CFS.
- --------------------------------------------------------------------------------

Note 3 - Capital Stock
<TABLE>
<CAPTION>

Transactions in capital stock were as follows:
                                                               Six Months Ended                        Year Ended
                                                                 May 31, 1999                       November 30, 1998
                                                                 ------------                       -----------------
                                                           Shares             Amount          Shares               Amount
                                                           ------             ------          ------               ------

<S>                                                       <C>            <C>                <C>               <C>
Shares sold                                               416,332        $10,252,313        3,009,473         $74,057,893
Shares issued to shareholders in reinvestment
of distributions                                            6,264            153,537            6,175             149,861
                                                       ----------        -----------        ---------        ------------
                                                          422,596         10,405,850        3,015,648          74,207,754
Shares redeemed                                          (649,898)       (16,425,601)      (5,111,573)       (127,561,216)
                                                       ----------        -----------        ---------        ------------
Net Increase (Decrease)                                  (227,302)       $(6,019,751)      (2,095,925)       $(53,353,462)
                                                       ==========        ===========        =========        ============
</TABLE>


Note 4 - Purchases and Sales of Securities

     For the six months ended May 31, 1999, the cost of purchases and proceeds
from sales of securities other than short-term obligations aggregated
$18,277,803 and $10,547,953, respectively.

<TABLE>
<CAPTION>

     Written options transactions during the period are summarized as follows:

                                                                     Call Options Written                Face Amount
                                                                       Premiums Received                of Contracts

<S>                                                                                   <C>                         <C>
Options outstanding at November 30, 1998                                              $ 0                         $ 0
Options written                                                                     7,500                   4,100,000
Options expired                                                                    (7,500)                 (4,100,000)
                                                                                   ------                  ----------
Options outstanding at May 31, 1999                                                   $ 0                         $ 0
                                                                                   ======                  ==========

</TABLE>


<PAGE>

                                                 CAPSTONE GOVERNMENT INCOME FUND
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------

The following table sets forth the per share operating performance data for a
share of capital stock outstanding, total return, ratios to average net assets
and other supplemental data for each period indicated.


<TABLE>
<CAPTION>


                                                      Six Months                                          Eleven       Year
                                                         Ended                                            Months       Ended
                                                        May 31           Year Ended November 30,           Ended      Dec. 31
                                                                          -----------------------
Per Share Data(3)                                        1999           1998        1997       1996     11/30/95(1)    1994
- -----------------
                                                      ----------        -----       -----      ----     ----------     ----
                                                      (Unaudited)

<S>                                                        <C>         <C>        <C>         <C>        <C>         <C>
Net asset value at beginning of period...............      $25.27      $24.96     $24.45      $24.90     $23.65      $24.00
                                                           ------      ------     ------      ------      ------    -------

Income from investment operations:
     Net investment income...........................        0.36        1.00       1.15        1.00        1.20       0.90
     Net realized and unrealized gain (loss).........       (0.02)       0.04      (0.11)      (0.05)       0.05      (0.60)
                                                           ------      ------     ------      ------      ------    -------

     Total from investment operations................        0.34        1.04       1.04        0.95        1.25       0.30
                                                           ------      ------     ------      ------      ------    -------

Less distributions from net investment income........       (0.82)      (0.73)     (0.53)      (1.40)       0.00      (0.65)
                                                           ------      ------     ------      ------      ------    -------

Net asset value at end of period.....................      $24.79      $25.27     $24.96      $24.45      $24.90     $23.65
Total Return.........................................        1.38%       4.29%      4.34%       4.07%       5.29%      1.13%
- ------------
                                                           ======      ======     ======      ======      ======    =======

Ratios/Supplemental Data
Ratio of operating expenses to average net assets....        1.72%(2)    1.20%      0.87%       0.95%       0.77%(2)   0.87%

Ratio of net investment income to average net assets.        3.20%(2)    4.31%      4.72%       4.44%       5.56%(2)   4.20%
                                                           ======      ======     ======      ======      ======    =======

Portfolio turnover rate..............................      248.47%     378.29%    563.42%     615.39%     309.66%    285.13%

Net assets at end of period (in thousands)...........     $14,362     $20,384    $72,444     $79,754     $67,997     $8,705

</TABLE>


(1) Based on average shares outstanding determined daily.

(2) Annualized

(3) Adjusted for reverse 5:1 stock split on January 13, 1997.

                 See Accompanying Notes to Financial Statements

<PAGE>


                         CAPSTONE GOVERNMENT INCOME FUND
                           5847 San Felipe, Suite 4100
                              Houston, Texas 77057
                                 1-800-262-6631


                        SEMIANNUAL REPORT TO SHAREHOLDERS
                                  May 31, 1999

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


DIRECTORS                                     OFFICERS

Edward L. Jaroski                             Edward L. Jaroski
                                                       President
James F. Leary
                                              Howard S. Potter
John R. Parker                                         Executive Vice President

Bernard J. Vaughan                            Dan E. Watson
                                                       Executive Vice President

                                              John M. Metzinger
                                                       Vice President

                                              Linda G. Giuffre
                                                       Secretary/Treasurer


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


INVESTMENT ADVISER                      TRANSFER AGENT

Capstone Asset Management Company       First Data Investor Services Group, Inc.
5847 San Felipe                         3200 Horizon Drive
Suite 4100                              P.O. Box 61503
Houston, TX 77057                       King of Prussia, PA 19406-0903
                                        1-800-845-2340

ADMINISTRATOR                           CUSTODIAN

Capstone Asset Management Company       Fifth Third Bank
5847 San Felipe                         Fifth Third Center
Suite 4100                              38 Fountain Square Plaza
Houston, TX 77057                       Cincinnati, OH 45263

UNDERWRITER                             AUDITORS

Capstone Asset Planning Company         Briggs, Bunting & Dougherty, LLP
5847 San Felipe, Suite 4100             Two Logan Square, Suite 2121
Houston, TX 77057                       Philadelphia, PA 19103-4901
1-800-262-6631

<PAGE>

                                Semiannual Report
                                  May 31, 1999
                                    CAPSTONE
                                   GOVERNMENT
                                   INCOME FUND



                                   A Member Of
                               THE CAPSTONE GROUP
                                 OF MUTUAL FUNDS
- --------------------------------------------------------------------------------


                               THE CAPSTONE GROUP
                                 OF MUTUAL FUNDS

EQUITY

     O CAPSTONE GROWTH FUND, INC.

FIXED INCOME

     O CAPSTONE GOVERNMENT INCOME FUND

INTERNATIONAL/GLOBAL

     O CAPSTONE JAPAN FUND
     O CAPSTONE NEW ZEALAND FUND

                       For more complete information about
                    the Capstone Funds including charges and
                      expenses, contact the Distributor at
              the address below to receive additional prospectuses.
            Please read it carefully before you invest or send money.


               This publication must be accompanied or preceded by
            a current prospectus for Capstone Government Income Fund


                         CAPSTONE ASSET PLANNING COMPANY
                           5847 San Felipe, Suite 4100
                              Houston, Texas 77057
                                 1-800-262-6631


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