OLSTEIN FUNDS
N-30D, 1996-11-07
Previous: TIME HORIZON FUNDS, 497, 1996-11-07
Next: FUN TYME CONCEPTS INC, 10QSB/A, 1996-11-07



THE OLSTEIN FINANCIAL ALERT FUND
PRESIDENT'S MESSAGE
- ---------------------------------------------------------------------------

DEAR SHAREHOLDER:

It  has  been  almost a year since the inception of The  Olstein  Financial
Alert  Fund (the "Fund").  Although it is tempting to focus on  the  Fund's
eleven-month  performance, to do so goes against the  basic  tenet  of  our
longer-term  philosophy.  The Fund's investment philosophy is  based  on  a
belief  that investment performance conclusions should be reached over  3-5
year  time  periods.  Investment analysts, including the Fund's  investment
manager,  Olstein  &  Associates, L.P (the "Manager")  can  provide  little
expertise in terms of short-term price predictions for individual stocks or
the  stock market in general.  In fact, the Manager's methodology of buying
pessimism  often  results in short-term periods of lagging  performance  in
order  to  reach long-term capital gains objectives.  Thus, we have  become
more  comfortable  with  client "hand holding"  during  periods  of  under-
performance  rather  than  blowing our horn during  short-term  periods  of
positive  performance.  Outlined below are some practical examples  of  the
Fund's investment philosophy over the past year.

BUYING PESSIMISM:

Wet  Seal, Inc. was the Fund's largest percentage winner last year.  During
four  years of lean times and a poor business climate in the junior apparel
market,  Wet  Seal  was  able  to generate  excess  cash  flow  and  remain
conservatively  financed  with a large cash  position  and  no  debt.   The
company  operated at an almost break-even level while its competitors  were
going  bankrupt or reporting significant losses.  In April 1995,  Wet  Seal
seized  upon  a major opportunity when it purchased Contempo  Casuals  from
Neiman  Marcus  for  $1  million worth of  Wet  Seal  stock.   The  Manager
calculated that Contempo would add approximately $230 million to Wet Seal's
$130  million sales base and offered significant potential for cost  saving
by  eliminating duplication.  By analyzing Wet Seal's business  performance
and  financial information under difficult business conditions, the Manager
reached  very  positive conclusions about the quality of  management.   The
negativity surrounding the poor business climate in which Wet Seal operated
enabled the Fund to purchase the company at what the Manager believed was a
bargain price.  When Wet Seal's business turned, the Fund was able to  sell
its last shares at 350% above the purchase price.

It  is  a portfolio manager's job to be right over time, not all the  time.
Portfolio  managers  are  often  pressured  by  their  clients  to  provide
instantaneous gratification and to be right all the time.  Ironically,  the
analytical  community's  quest  to  be  right  all  the  time  creates  the
volatility  and  opportunities on which The Olstein  Financial  Alert  Fund
thrives.

For example, the Fund recently made a significant commitment to the airline
industry,  in  particular, to Delta, Continental and United.   The  Manager
believes  that the industry is entering into a prolonged period of cyclical
growth  and that these companies are poised for potentially higher returns.
The  Manager's inferential analysis of such airlines' financial  statements
also  indicates the potential for a prolonged period of excess  cash  flow.
In  addition, the Manager believes that the conscious decision  by  airline
management  to  keep  fleet capacity additions well within  projected  cash
flows  may  give  the airlines pricing flexibility such as  they  have  not
enjoyed during the past 30 years.

In  the last few weeks, airline stock prices have declined due to increased
fuel  prices, security concerns and quarterly earnings projections, all  of
which  the  Manager views as short-term negative developments.  While  many
industry  analysts lower expectations upon short-term negative developments

                                     1
									 
THE OLSTEIN FINANCIAL ALERT FUND
PRESIDENT'S MESSAGE -- CONTINUED
- ---------------------------------------------------------------------------

so as not to appear incorrect in the short term to institutional investors,
we  believe that a portfolio manager should value companies and not attempt
to  predict stock price movements over 90 day periods.  In response to what
the  Manager  perceives as stock price movements created  by  analysts  who
express  opinions  about 30-90 day time periods, the Manager  adds  to  the
Fund's  positions  as  stocks  deviate  further  away  from  the  Manager's
valuations and correspondingly reduces the Fund's percentage commitment  to
individual  securities  as  their  prices gravitate  toward  the  Manager's
valuations.   Buying  the pessimism that creates  value  is  a  lonely  and
contrary thing to do.  Instead of paying high prices for companies that are
currently  providing  investors with immediate  excitement,  publicity  and
gratification, the Manager is willing to go through long, dark periods with
individual  securities  which are out of fashion,  but  are  conservatively
financed, produce excess cash flow and represent good businesses selling at
a  discount.  In the Manager's opinion, buying pessimism represents a lower
risk  methodology  of  achieving  capital gains  objectives.   The  Manager
believes  that, despite short-term concerns, the airlines should be  better
able to absorb normal cyclical fluctuations in their costs because of their
newly  found  pricing flexibility, and thus, the Manager is adding  to  the
Fund's airline holdings.

MOMENTUM INVESTORS:

Although  the Manager's investment philosophy does not incorporate reacting
to  predictions  of broad stock market movements, current themes  and  fads
engulfing  Wall Street are monitored.  The Manager is concerned  about  the
momentum  investors who have become fashionable over the past 5  years  but
have  yet  to  experience a prolonged period of negative market psychology.
There  is  a large population of newly-born bull market portfolio  managers
running  mutual funds who are buying momentum stocks and so-called  concept
stocks.  Momentum investors have created pockets of overvaluation in  small
capitalization growth stocks and so-called concept stocks.  In cases  where
the  financial  statements indicate that a company  is  selling  above  the
Manager's calculation of private market value and there is some doubt as to
the financial statement's portrayal of economic reality, a small short sale
position  may  be  established to allow the Fund to potentially  realize  a
profit  should the company's stock price fall to the Manager's  calculation
of  private  market value.+  For example, the Fund currently  has  a  small
short  position  in  America  Online, as  the  Manager  believes  that  the
company's  method  of accounting for marketing costs is  not  realistically
portraying  the  basic earnings power of the company.   Momentum  investors
have  also made it more difficult to find undervalued securities, but until
these opportunities present themselves, the Fund will hold cash equivalents
(currently 15% of the Fund's assets).

The  Manager does not want the Fund's shareholders to infer that any market
predictions  are  being made.  A company by company  orientation  is  used.
Should  negative  market  psychology develop in general  or  in  individual
securities  which  results  in conservatively financed  companies  becoming
undervalued,  the  Manager  will  purchase  these  companies,  despite  the
negative psychology surrounding them.

STOCKS WITHIN OUR VALUE PARAMETERS:

Listed  below  are examples of unfashionable stocks currently falling  into
the  Manager's value parameters (WE RECOMMEND THAT YOU REVIEW THE  ATTACHED
SCHEDULE  OF INVESTMENTS TO DETERMINE THE ACTUAL PERCENTAGES OF THE  FUND'S
PORTFOLIO REPRESENTED BY THESE SECURITIES):

SILICON  VALLEY GROUP, INC., NOVELLUS SYSTEMS, INC. AND KLA  INSTRUMENTS  -
(semi-conductor  equipment companies).  Wall Street is concerned  about  an
earnings  downturn  lasting  until 1998.  We are  impressed  by  their  low

+  Short  selling is a  technique that  may be  considered  speculative and 
   involves  risk  beyond the  initial  capital  necessary  to  secure each 
   transaction.   Please  refer  to  the  Fund's  Prospectus  for  complete 
   information.

                                     2
THE OLSTEIN FINANCIAL ALERT FUND
PRESIDENT'S MESSAGE -- CONTINUED
- ---------------------------------------------------------------------------

valuations, their high levels of cash, and their technological  support  to
semi-conductor companies which are experiencing a temporary setback  during
what  we believe is a sustained period of cyclical growth.  Silicon  Valley
Group  is  being capitalized in the market place at $500 million.   Silicon
Valley  has  cash  of  $300  million and has stockholders  such  as  Intel,
Motorola   and Texas Instruments, Inc.  who apparently believe  in  Silicon
Valley's  technology.   Similarly,  cash  represents  25%  of  the   market
capitalization of  companies such as Novellus Systems and KLA Instruments.

FLEETWOOD  ENTERPRISES,  INC.  -  (a  manufacturer  of  mobile  homes   and
recreation  vehicles).  The population in the 45 to 64 year  old  category,
the prime purchasers of mobile and motor homes, is predicted to grow 47% in
the  next  15  years  compared to 1% for the remainder of  the  population.
Fleetwood is a leader in its field, generates excess cash each year, has no
debt,  and  just recently showed confidence in its future by tendering  for
20% of its outstanding shares.  Wall Street is concerned about a short-term
drop  in backlogs and the recent selling of  2 million shares back  to  the
company  by  its  71  year-old Chairman for estate  purposes.  The  Manager
believes that the company has an outstanding future and is selling at a 25%
discount to the Manager's calculation of private market value.

GENERAL  MOTORS, CORP. - The Manager believes that the automobile  company,
which  generates  excess  cash flow, is being  re-engineered  by  a  bright
innovative  management team.  GM's Hughes subsidiary,  which  includes  its
satellite,  aerospace and DirecTV units, are worth $20  per  GM  share  and
could be spun off shortly.  The Manager also believes that the segments  of
GM  are being undervalued by the market because analysts are too focused on
daily automotive sales, the next recession, and strike talk.

BOWNE  &  CO.,  INC.  -   The company is the oldest and  largest  financial
printer  in  the U.S.  and generates excess cash flow each  year,  has  $35
million of excess cash sitting on its balance sheet and has earnings power,
which  the  Manager  believes  is above Wall Street's  expectations.   Wall
Street  is  worried about Bowne's past dependence on the  printing  derived
from  Initial Public Offerings (IPO's).  However, the Manager believes  the
company  has  diversified  into mutual fund  printing  and  other  high-end
corporate  market  endeavors which should soften Bowne's  cyclicality.   We
believe Wall Street again is too bearish and is not zeroing in on the  fact
that  Bowne is currently selling at a discount to the Manager's calculation
of private market value even under a no growth assumption.

MORE THAN PERFORMANCE STATISTICS:

We  are  pleased to report that the Fund had an aggregate return of  12.22%
since September 21, 1995 (the date the Fund commenced operations).*  In our
Semi-Annual  report,  we  based the comparison of  the  Fund's  performance
against  the Value Line Index, an unweighted index composed of  over  1,700
stocks in the Value Line Investment Survey.  However, over the past year we
have found that because the Standard & Poor's 500 Composite Index (S&P 500)
is  used  as  a  standard  in  the  mutual fund  industry  for  performance
statistics,  many of our shareholders have indicated that they  prefer  the
S&P  500  as a basis of comparison.  In response to this request  from  our
shareholders,  we have chosen to use the S&P 500 as the comparative  bench-
mark  for  measuring the Fund's relative performance.  The  S&P  500  is  a
capitalization  weighted  index of five hundred larger  capitalized  stocks
designed  to  measure  performance of the broad  domestic  economy  through
changes  in  the aggregate market value of five hundred stocks representing
all major industries.  Because the S&P 500 is a weighted index, the Manager
also thought it would be more informative to provide an unweighted index of

*  Past  performance  is  not  necessarily  indicative  of  future  results
   Investment  returns and  principal  values  may fluctuate, so that, when 
   redeemed, shares may be  worth  more or  less than their  original cost.
   
                                     3
THE OLSTEIN FINANCIAL ALERT FUND
PRESIDENT'S MESSAGE -- CONTINUED
- --------------------------------------------------------------------------- 

mutual  fund  performance which consists of the average return  of  the  30
largest  capital appreciation funds, rather than compare the  Fund  to  the
unweighted  Value Line Index.  Lipper Analytical Services, the mutual  fund
rating  company which computes this index, classifies the Fund as a capital
appreciation fund.  Below is a chart that represents the performance of the
Fund,  the  Lipper Capital Appreciation Funds Index, and the S&P 500  since
the Fund's inception on September 21, 1995.
                                
[GRAPH]


	                 Sep-95	 Aug-96
					 ------  ------
S&P 500 Index	    $10,000  $11,426 
Lipper Index	    $10,000  $10,834 
Olstein Financial
  Alert Fund	    $10,000  $11,183 
	 

        AGGREGATE RETURN
                           INCEPTION
Olstein Financial Alert(1)	 12.22%
Lipper Index                  8.34%
S&P 500(2)                   14.25%

1 Includes all expenses and/or charges, and thus represents a "net return."
  Total return assumes reinvestment of dividends and capital  gains.   Past
  performance  is not necessarily indicative of future results.  Investment
  returns  and  principal  values may fluctuate,  so  that, when  redeemed,
  shares may be worth more or less than their original cost.
2 S&P  500  return  is adjusted upward to reflect reinvested dividends, but
  does  not  reflect the deduction of any fees or expenses  associated with
  investment in the index, and thus represents a "gross return."

                                     4
THE OLSTEIN FINANCIAL ALERT FUND
PRESIDENT'S MESSAGE -- CONTINUED
- ---------------------------------------------------------------------------

Performance statistics are seductive because they provide one  of  the  few
objective elements for selecting investment vehicles.  However, the Manager
believes  that  investors  should also consider  the  risks  taken  by  the
portfolio manager rather than focusing solely on returns.  The Manager does
not  subscribe to the more conventional measurement of risk that  is  based
purely  on the price volatility of a stock.  The Manager measures portfolio
risk  by  assessing the probability of the individual companies within  the
portfolio losing more than 20% of their market value over three-  to  five-
year  time  periods.   In assessing the probability of  loss,  a  company's
financial strength, its ability to produce excess cash flow, the QUALITY OF
EARNINGS  and  the Manager's confidence in the predictability  of  earnings
based  on the company's unique business fundamentals are analyzed.   Losses
penalize returns more than profits help.  A portfolio manager who shows  an
increase of 80% in one year and loses 50% in the next year has lost 10%  of
his shareholders' capital.

The  cornerstone of The Olstein Financial Alert Fund's philosophy continues
to  be  that long term capital gains objectives may be achieved by avoiding
serious errors rather than taking the risk to find big winners. The  Fund's
Manager is dedicated to looking into and behind the numbers contained in  a
company's   publicly   available  financial   statements   which   may   be
contradicting  Wall  Street's  predictions  and  valuations.   A   thorough
analysis  of these numbers should give the Fund an edge in either  avoiding
potential  losers  or  selecting stocks where stock market  valuations  are
below the Manager's calculation of private market values.

We  look  forward  to  continuing  a  close  shareholder  relationship  and
encourage any questions or feedback.
                                        
                              Sincerely,
                              
                              /s/ Robert A. Olstein
                                                    
                              Robert A. Olstein
                              President
                                        
October 24, 1996

                                     5
THE OLSTEIN FINANCIAL ALERT FUND
SCHEDULE OF INVESTMENTS                                      AUGUST 31, 1996
- ----------------------------------------------------------------------------
                                                                 VALUE
												  SHARES        (NOTE 2)
												  ------        --------
COMMON STOCK - 84.6%
COMMUNICATIONS & BROADCASTING - 1.0%
     BET Holdings, Inc. (A Shares)*..........     41,500      $ 1,063,437
                                                              -----------
     
FINANCE & INSURANCE - 5.1%
     INSURANCE CARRIERS - 2.7%
     MGIC Investment Corp....................     25,000        1,584,375
     Vesta Insurance Group, Inc..............     33,500        1,293,938
                                                              -----------
                                                                2,878,313
                                                              -----------
     STATE & NATIONAL BANKS - 2.4%
     JSB Financial, Inc......................     80,000        2,650,000
                                                              -----------
     
     TOTAL FINANCE & INSURANCE.........................         5,528,313
                                                              -----------
MANUFACTURING - 63.0%
     CHEMICALS & ALLIED PRODUCTS - 7.7%
     Arcadian Corporation....................     23,000          506,000
     Century Aluminum Company................     45,000          720,000
     First Mississippi Corp..................     68,000        1,827,500
     IMC Global Inc..........................     16,000          688,000
     Learonal, Inc...........................    107,300        2,333,775
     RPM, Inc................................     77,000        1,232,000
     Terra Industries, Inc...................     80,900        1,071,925
                                                              -----------
                                                                8,379,200
                                                              -----------
     COMPUTER & OFFICE EQUIPMENT - 7.9%
     Caere Corp.*............................     28,140          252,381
     Compaq Computer Corporation*............     10,000          566,250
     Intel Corp..............................     20,500        1,636,156
     International Business Machines
     Corp....................................      6,000          686,250
     LSI Logic Corp.*........................    150,000        3,281,250
     LAM Research Corp.*.....................     25,000          590,625
     Xerox Corp..............................     29,000        1,591,375
                                                              -----------
                                                                8,604,287
                                                              -----------
     FOOD & BEVERAGE - 0.6%
     Canandaigua Wine Company*...............     30,000          690,000
                                                              -----------
     
     FURNITURE & FIXTURES - 1.1%
     Ethan Allen Interiors, Inc..............     46,000        1,230,500
                                                              -----------
     
     GLASS, CONCRETE & OTHER PRODUCTS - 2.9%
     Centex Construction Products,
      Inc....................................     90,000        1,327,500
     Giant Cement Holding, Inc.*.............     50,000          693,750
     Southdown, Inc..........................     50,000        1,162,500
                                                              -----------
                                                                3,183,750
                                                              -----------
  
                                                                 VALUE
												  SHARES        (NOTE 2)
												  ------        --------	
     IRON & STEEL - 1.0%
     Kentucky Electric Steel, Inc.*..........    151,900      $ 1,082,288
                                                              -----------
     
     MISC. ELECTRICAL MACHINERY, EQUIP. & SUPPLIES - 9.0%
     AVX Corp................................     82,600        1,548,750
     Amphenol Corp. (A Shares)*..............     81,000        1,589,625
     Applied Materials, Inc.*................     19,000          460,750
     Park Electrochemical Corp...............    116,000        2,102,500
     Silicon Valley Group, Inc.*.............     47,000          851,875
     Teradyne, Inc.*.........................     70,000        1,085,000
     Texas Instruments, Inc..................     37,500        1,753,125
     Varian Associates.......................     10,000          456,250
                                                              -----------
                                                                9,847,875
                                                              -----------
     MISC. INDUSTRIAL MACHINERY & EQUIP. - 2.0%
     Novellus Systems, Inc.*.................     21,500          811,625
     Simpson Manufacturing
        Company*.............................     71,800        1,364,200
                                                              -----------
                                                                2,175,825
                                                              -----------
     MISCELLANEOUS MANUFACTURING INDUSTRIES - 3.1%
     Chase Brass Industries, Inc.*...........     25,200          425,250
     Kysor Industrial, Corp..................     46,100        1,181,312
     Pittway Corporation.....................      9,100          410,637
     Pittway Corporation (A Shares)..........     17,900          841,300
     Steel of West Virginia, Inc.*...........     82,500          536,250
                                                              -----------
                                                                3,394,749
                                                              -----------
     PAPER & PAPER PRODUCTS - 0.8%
     Boise Cascade Corp......................     25,000          843,750
                                                              -----------
     
     PHARMACEUTICAL PREPARATIONS - 3.3%
     American Home Products Corp.............     14,000          829,500
     Merck & Co., Inc........................     20,000        1,312,500
     Pharmacia & Upjohn, Inc.................     21,500          903,000
     Warner-Lambert Co.......................     10,000          595,000
                                                              -----------
                                                                3,640,000
                                                              -----------
     PRECISION INSTRUMENTS & MEDICAL SUPPLIES - 1.5%
     KLA Instruments*........................     40,000          790,000
     Nellcor Puritan Bennet, Inc.*...........     33,000          849,750
                                                              -----------
                                                                1,639,750
                                                              -----------
     PRINTING & PUBLISHING - 1.4%
     Bowne & Co., Inc........................     76,800        1,526,400
                                                              -----------
     
     TELECOMMUNICATIONS EQUIPMENT - 1.4%
     Adaptec, Inc.*..........................     14,000          698,250
     Rogers Corp.*...........................     30,700          767,500
                                                              -----------
                                                                1,465,750
                                                              -----------
                                     
    The accompanying notes are an integral part of the financial statements.
                                      6
									  
THE OLSTEIN FINANCIAL ALERT FUND
SCHEDULE OF INVESTMENTS - CONTINUED                          AUGUST 31, 1996
- ----------------------------------------------------------------------------
                                                                 VALUE
												  SHARES        (NOTE 2)
												  ------        --------
     TEXTILES & APPAREL - 3.6%
     Barry (R.G.) Corp.*.....................     55,125      $   757,969
     Liz Claiborne, Inc......................     34,000        1,181,500
     Quiksilver, Inc.*.......................     85,000        1,997,500
                                                              -----------
                                                                3,936,969
                                                              -----------
     TRANSPORTATION - 8.8%
     Continental Airlines, Inc.
      (B Shares)*.............................   139,000        3,144,875
     Delta Air Lines, Inc.....................    44,500        3,153,938
     Florida East Coast Industries, Inc.......    20,305        1,652,319
     UAL Corp.*..............................     34,500        1,656,000
                                                              -----------
                                                                9,607,132
                                                              -----------
     TRANSPORTATION EQUIPMENT - 6.9%
     Coachmen Industries, Inc................     28,600          532,675
     Echlin, Inc.............................     43,900        1,338,950
     Fleetwood Enterprises, Inc..............    105,000        2,913,750
     General Motors Corp.....................     10,404          517,599
     Harley-Davidson, Inc....................     22,400          918,400
     Monaco Coach Corp.*.....................     25,000          331,250
     TRW Inc.................................      4,500          416,250
     Winnebago Industries, Inc...............     64,900          527,313
                                                              -----------
                                                                7,496,187
                                                              -----------
     TOTAL MANUFACTURING...............................        68,744,412
                                                              -----------
MINING - 0.9%
     Giant Industries Inc....................     63,300          949,500
                                                              -----------
     
SERVICES - 10.7%
     AMUSEMENT & RECREATION SERVICES - 2.4%
     Bally Entertainment Corporation*........     55,200        1,504,200
     Walt Disney Co..........................     19,500        1,111,500
                                                              -----------
                                                                2,615,700
                                                              -----------
     BUSINESS SERVICES - 4.8%
     Hvide Marine, Inc.......................     30,000          356,250
     Kelly Services, Inc., Class A...........     24,000          684,000
     The Olsten Corp.........................     15,000          418,125
     Sotheby's Holdings, Inc. (A Shares).....    241,995        3,750,922
                                                              -----------
                                                                5,209,297
                                                              -----------
     COMPUTER SERVICES - 1.3%
     Santa Cruz Operation, Inc.*.............    216,300        1,487,063
                                                              -----------
     
     MEDICAL & HEALTH SERVICES - 2.0%
     Healthcare Compare Corp.*...............     50,000        2,137,500
                                                              -----------
  
                                                                 VALUE
												  SHARES        (NOTE 2)
												  ------        --------
     PERSONAL SERVICES - 0.2%
     Hilton Hotels Corp......................      2,500      $   267,187
                                                              -----------
     
     TOTAL SERVICES....................................        11,716,747
                                                              -----------
WHOLESALE & RETAIL TRADE - 3.9%
     MISCELLANEOUS RETAIL STORES - 0.8%
     Home Shopping Network, Inc.*............     80,300          863,225
                                                              -----------
     
     RETAIL APPAREL & ACCESSORY STORES - 1.7%
     Kenneth Cole Productions, Inc.*.........     95,000        1,852,500
                                                              -----------
     
     RETAIL DEPARTMENT STORES - 0.9%
     Strawbridge & Clothier (A Shares).......     55,200          993,600
                                                              -----------
     
     RETAIL EATING & DRINKING PLACES - 0.5%
     Buffets Inc.*...........................     20,500          281,875
     Hometown Buffet Inc.*...................     16,000          248,000
                                                              -----------
                                                                  529,875
                                                              -----------
     TOTAL WHOLESALE & RETAIL TRADE....................         4,239,200
                                                              -----------
     TOTAL COMMON STOCK
      (COST $90,603,981)...............................        92,241,609
                                                              -----------

MUTUAL FUNDS - 0.9%
     Scudder Managed Cash Fund
      (COST $940,961)........................    940,961          940,961
                                                              -----------
     
                                                   PAR           VALUE
                                                  (000)         (NOTE 2)
U.S. GOVERNMENT AGENCY                            -----         --------
  OBLIGATIONS - 14.8%
     Federal Home Loan Banks, 5.17%,
      09/04/96...............................    $1,505      $ 1,504,352
     Federal Home Loan Banks, 5.19%,
      09/05/96...............................     3,750        3,747,837
     Federal National Mortgage Assoc.,
      5.22%, 09/06/96........................     6,225        6,220,487
     Federal National Mortgage Assoc.,
      5.23%, 09/12/96........................     4,695        4,687,497
                                                             -----------
     TOTAL U.S. GOVERNMENT AGENCY OBLIGATIONS
      (COST $16,160,173)..............................        16,160,173
                                                             -----------

    The accompanying notes are an integral part of the financial statements.
                                      7 
									  
THE OLSTEIN FINANCIAL ALERT FUND
SCHEDULE OF INVESTMENTS -  CONTINUED                         AUGUST 31, 1996
- ----------------------------------------------------------------------------
                                                   PAR          VALUE
												  (000)        (NOTE 2)
												  ------       --------	
COMMERCIAL PAPER - 0.8%
     American Express, 5.25%, 09/03/96
     (COST $886,738).........................      $887      $   886,738
                                                             -----------
     
     
                                                  SHARES
TOTAL INVESTMENTS                                 ------
 (COST $108,591,853) - 101.1%.........................       110,229,481
                                                             -----------
DEPOSITS WITH BROKERS &
CUSTODIAN BANK FOR
SECURITIES SOLD SHORT - 1.4%
     Cash....................................                     75,942
     General Motors Corp.
      (COST $1,321,116)......................    29,596        1,472,401
                                                             -----------
                                                               1,548,343
                                                             -----------
     

RECEIVABLES FROM BROKERS FOR
 SECURITIES SOLD SHORT - 1.5%.........................         1,607,902
                                                             -----------
SECURITIES SOLD SHORT
(PROCEEDS $1,607,902) - (1.4)%........................       (1,488,338)
                                                             -----------
OTHER ASSETS AND LIABILITIES,
 NET - (2.6)%.........................................       (2,892,634)
                                                             -----------
NET ASSETS - 100.0%...................................      $109,004,754
                                                            ============
*Non-income producing security.

    The accompanying notes are an integral part of the financial statements.
                                      8 
									  
THE OLSTEIN FINANCIAL ALERT FUND
SCHEDULE OF SECURITIES SOLD SHORT                            AUGUST 31, 1996
- ----------------------------------------------------------------------------
                                                                VALUE
												  SHARES       (NOTE 2)
												  ------       --------	
SCHEDULE OF SECURITIES
 SOLD SHORT - (1.4)%

FINANCE - (0.1)%
     Olympic Financial Ltd...................      2,000     $    49,000
                                                             -----------
     
MANUFACTURING - (0.3)%
     Carrington Laboratories, Inc............      2,000          47,000
     Copytele, Inc...........................      7,500          46,875
     Hondo Oil and Gas Co....................     10,000         152,500
     Summit Technology, Inc..................      5,000          33,125
                                                             -----------
     
     TOTAL MANUFACTURING...............................          279,500
                                                             -----------
SERVICES - (0.7)%
     America Online, Inc.....................      5,000         151,250
     Discovery Zone, Inc.....................     32,900          12,338
     Medaphis Corp...........................     12,000         151,500
     Organogenesis, Inc......................      7,300         126,837
     Orthodontic Centers of America,
      Inc.....................................     5,000         188,750
     Stratosphere Corporation................     30,000          60,000
     Wellcare Management Group...............     10,500         106,313
                                                             -----------
     
     TOTAL SERVICES....................................          796,988
                                                             -----------
WHOLESALE & RETAIL TRADE - (0.3)%
     Circuit City Stores, Inc................      4,500         141,750
     Foxmeyer Health Corporation.............     45,900         183,600
     Today's Man. Inc........................     25,000          37,500
                                                             -----------
     
     TOTAL WHOLESALE & RETAIL TRADE....................          362,850
                                                             -----------
     TOTAL SECURITIES SOLD SHORT
      (PROCEEDS $1,607,902)...........................        $1,488,338
                                                             ===========
															
	The accompanying notes are an integral part of the financial statements.
                                      9 

THE OLSTEIN FINANCIAL ALERT FUND
STATEMENT OF ASSETS AND LIABILITIES                        AUGUST 31, 1996
- --------------------------------------------------------------------------

ASSETS:
Investments in securities (identified cost
  $108,591,853) (Note 2)..............................   $110,229,481
Deposits with brokers and custodian bank for
  securities sold short (Note 3)......................      1,548,343
Receivable from brokers for securities sold short.....      1,607,902
Dividends and interest receivable.....................        117,131
Receivable for investments sold.......................        155,645
Unamortized organization costs........................        101,691
                                                         ------------
    Total assets......................................    113,760,193
                                                         ------------

LIABILITIES:
Securities sold short (proceeds: $1,607,902)
  (Note 3)............................................      1,488,338
Payable for investments purchased.....................      2,814,074
Due to Investment Manager (Note 4)....................         91,897
Other accrued expenses (Note 4).......................        285,188
Other liabilities.....................................         75,942
                                                         ------------  
    Total liabilities.................................      4,755,439
                                                         ------------  
NET ASSETS............................................   $109,004,754
                                                         ============   

NET ASSETS CONSIST OF:
Accumulated net investment loss.......................      $(606,294)
Net unrealized appreciation of investments
  (Note 3)............................................      1,788,913
Net unrealized appreciation on securities
  sold short..........................................        119,564
Accumulated net realized gain.........................      9,251,179
Accumulated net realized gain from securities
  sold short..........................................         75,942
Shares of beneficial interest.........................          9,726
Additional paid-in capital............................     98,365,724
                                                         ------------  
NET ASSETS, for 9,726,021 shares outstanding..........   $109,004,754
                                                         ============   
  
NET ASSET VALUE and redemption price per share
  ($109,004,754 / 9,726,021 outstanding shares 
  of beneficial interest, $0.001 par value)...........         $11.21
                                                               ======
															   
  The accompanying notes are an integral part of the financial statements.
                                      10
									  
THE OLSTEIN FINANCIAL ALERT FUND
STATEMENT OF OPERATIONS                                    
- --------------------------------------------------------------------------

                                                         FOR THE PERIOD
                                                      SEPTEMBER 21, 1995+
                                                            THROUGH
                                                        AUGUST 31, 1996
                                                       -----------------

INVESTMENT INCOME:
  Income:
    Dividends.........................................       $862,683
    Interest..........................................        693,034
                                                         ------------  
                                                            1,555,717
                                                         ------------  

EXPENSES:
  Management fee (Note 4).............................        887,728
  Distribution expenses (Note 4)......................        887,728
  Custodian fee (Note 4)..............................         32,328
  Transfer Agent fee (Note 4).........................         36,229
  Administration fee (Note 4).........................        105,817
  Accounting fee (Note 4).............................         44,252
  Trustees' fees and expenses (Note 4)................         13,000
  Amortization of organizational expenses.............         23,705
  Legal...............................................         21,500
  Audit...............................................         12,100
  Shareholders report fees............................         17,976
  Registration fees...................................         44,045
  Dividend expense for securities sold short..........            135
  Miscellaneous.......................................         35,468
                                                         ------------  
Total expenses........................................      2,162,011
                                                         ------------  
Net investment loss...................................       (606,294)
                                                         ------------  

REALIZED AND UNREALIZED GAIN ON INVESTMENTS:
    Net realized gain on investment transactions......      9,352,900
    Net realized gain on securities sold short........         75,942
    Net unrealized appreciation of investments........      1,788,913
    Net unrealized appreciation on securities
      sold short......................................        119,564
                                                         ------------  

  Net gain on investments.............................     11,337,319
                                                         ------------  

NET INCREASE IN NET ASSETS RESULTING FROM
  OPERATIONS..........................................   $ 10,731,025
                                                         ============  


+ Commencement of Operations.

  The accompanying notes are an integral part of the financial statements.
                                      11
									  
THE OLSTEIN FINANCIAL ALERT FUND
STATEMENT OF CHANGES IN NET ASSETS                        
- --------------------------------------------------------------------------

                                                         FOR THE PERIOD
                                                      SEPTEMBER 21, 1995+
                                                            THROUGH
                                                        AUGUST 31, 1996
                                                       -----------------
INCREASE (DECREASE) IN NET ASSETS:
Operations:
  Net investment loss.................................      $(606,294)
  Net realized gain on investment transactions........      9,352,900
  Net realized gain on securities sold short..........         75,942
  Net unrealized appreciation of investments..........      1,788,913
  Net unrealized appreciation on securities
    sold short........................................        119,564
                                                         ------------  
  Net increase in net assets resulting from 
    operations........................................     10,731,025
                                                         ------------  
Distributions to shareholders from:
  Net realized capital gains ($0.011 per share).......       (101,721)
                                                         ------------  
Increase in net assets from Fund share transactions
  (Note 5)............................................     98,275,450
                                                         ------------  
Increase in net assets................................    108,904,754

NET ASSETS:
  Beginning of period.................................        100,000
                                                         ------------  
  End of period.......................................   $109,004,754
                                                         ============  

+ Commencement of Operations.

  The accompanying notes are an integral part of the financial statements.
                                      12
									  
THE OLSTEIN FINANCIAL ALERT FUND
FINANCIAL HIGHLIGHTS                                       
- --------------------------------------------------------------------------

The  following table includes selected data for a share outstanding  for
the Fund throughout the period and other performance information derived
from  the  financial statements.  It should be read in conjunction  with
the financial statements and notes thereto.

                                          FOR THE PERIOD
                                        SEPTEMBER 21, 1995+
                                              THROUGH
                                          AUGUST 31, 1996
                                        -------------------


NET ASSET VALUE - BEGINNING OF PERIOD          $10.00
                                               ------
Investment Operations:
 Net investment loss.....................       (0.07)
 Net realized and unrealized gain
  on investments.........................        1.29
                                               ------
    Total from investment operations.....        1.22
                                               ------

DISTRIBUTIONS:
 From net realized gain on investments...       (0.01)
                                               ------
       Total distributions...............       (0.01)
                                               ------

NET ASSET VALUE - END OF PERIOD..........      $11.21
                                               ======

TOTAL RETURN++...........................      12.22%

Ratios (to average net assets)/Supplemental Data:
  Expenses...............................      2.43%*
  Net investment loss....................    (0.68)%*
Portfolio turnover rate..................    139.77%*
Average commission rate paid.............     $0.0592
Net assets at end of period 
  (000 omitted)..........................    $109,005


+  Commencement of Operations.
++ The total return for the period has not been annualized and does not
   reflect any deferred sales charge.
*  Annualized.

  The accompanying notes are an integral part of the financial statements.
                                     13

THE OLSTEIN FINANCIAL ALERT FUND
NOTES TO FINANCIAL STATEMENTS
- ---------------------------------------------------------------------------

1.DESCRIPTION  OF THE FUND.  The Olstein Financial Alert Fund (the  "Fund")
  is  the  first  series  of The Olstein Funds (the  "Trust"),  a  Delaware
  business  trust  organized on March 31, 1995.   The  Fund  is  registered
  under  the  Investment Company Act of 1940, as amended (the "1940  Act"),
  as  an  open-end diversified management investment company.  The  primary
  investment  objective of the Fund is long-term capital appreciation  with
  a   secondary   objective  of  income.  The  Fund  commenced   investment
  operations on September 21, 1995.
  
2.SIGNIFICANT  ACCOUNTING POLICIES.  The following  is  a  summary  of  the
  significant accounting policies of the Fund:
  
  SECURITY   VALUATION.    The   Fund's   securities,   except   short-term
  investments with remaining maturities of 60 days or less, are  valued  at
  their  market  value  as  determined by their  last  sale  price  in  the
  principal market in which these securities are normally traded.   Lacking
  any  sales,  the security will be valued at the mean between the  closing
  bid  and ask price.  Short-term investments with remaining maturities  of
  60  days or less are valued at amortized cost, which approximates  market
  value, unless the Fund's Board of Trustees determines that this does  not
  represent  fair value.  The value of all other securities  is  determined
  in good faith under the direction of the Board of Trustees.
  
  FEDERAL  INCOME  TAXES.  The Fund intends to qualify for treatment  as  a
  "regulated  investment  company"  under  Subchapter  M  of  the  Internal
  Revenue Code of 1986 and to distribute all of its taxable income  to  its
  shareholders.   Therefore,  no  federal income  tax  provision  has  been
  provided.
  
  DISTRIBUTIONS  TO  SHAREHOLDERS.  Distributions of net investment  income
  and  net realized gains will be made annually in December.  An additional
  distribution may be made to the extent necessary to avoid the payment  of
  a 4% excise tax.
  
  DEFERRED  ORGANIZATION COSTS. Costs incurred by the  Fund  in  connection
  with  its  organization have been deferred and are being amortized  using
  the  straight-line method over a five-year period beginning on  the  date
  that  the  Fund  commenced operations.  In the  event  that  any  of  the
  initial  shares  of the Fund are redeemed during the amortization  period
  by  any  holder thereof, the redemption proceeds will be reduced  by  any
  unamortized  organization expenses in the same proportion as  the  number
  of  initial  shares being redeemed bears to the number of initial  shares
  outstanding at the time of such redemption.
  
  USE  OF  ESTIMATES  IN  THE  PREPARATION OF  FINANCIAL  STATEMENTS.   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 revenue  and  expenses
  during  the  reporting period.  Actual results could  differ  from  those
  estimates.
  
  OTHER.   Investment security transactions are accounted for  on  a  trade
  date  basis.   The  Fund  uses  the specific  identification  method  for
  determining  realized gain or loss on investments for both financial  and
  federal income tax reporting purposes.
  
3.PURCHASES  AND SALES OF INVESTMENT SECURITIES.  During the  period  ended
  August  31, 1996, purchases and sales of investment securities (excluding
  securities sold short and short-term investments) aggregated as follows:
  
         Purchases.........................     $131,386,240
         Sales.............................      106,905,193
 
                                     14
THE OLSTEIN FINANCIAL ALERT FUND
NOTES TO FINANCIAL STATEMENTS - CONTINUED
- ---------------------------------------------------------------------------

  The following balances for the Fund are as of August 31, 1996:
 
       COST FOR      NET TAX BASIS   TAX BASIS GROSS   TAX BASIS GROSS
    FEDERAL INCOME     UNREALIZED       UNREALIZED        UNREALIZED
     TAX PURPOSES     APPRECIATION     APPRECIATION      DEPRECIATION
    --------------   --------------   --------------    --------------

     $111,392,334       $309,548        $7,620,459        $7,310,911

  SHORT  SALES.   Short sales are transactions in which the  Fund  sells  a
  security  it  does not own, in anticipation of a decline  in  the  market
  value  of  that security.  To complete such a transaction, the Fund  must
  borrow  the  security to deliver to the buyer upon the  short  sale;  the
  Fund then is obligated to replace the security borrowed by purchasing  it
  in  the  open market at some later date.  The Fund will incur a  loss  if
  the  market price of the security increases between the date of the short
  sale and the date on which the Fund replaces the borrowed security.   The
  Fund  will realize a gain if the security declines in value between those
  dates.   All  short  sales  must  be  fully  collateralized.   The   Fund
  maintains  the  collateral in a segregated account  consisting  of  cash,
  U.S.   Government  securities  or  other  liquid  assets  sufficient   to
  collateralize the market value of its short positions.  The  Fund  limits
  the  value of short positions to 25% of the Fund's net assets.  At August
  31,  1996,  the Fund had 1.4% of its net assets in short positions.   For
  the  period  ended August 31, 1996, the cost of investments purchased  to
  cover  short  sales  and the proceeds from those investments  sold  short
  were $3,096,971 and $3,172,913, respectively.
  
4.INVESTMENT  MANAGEMENT FEE AND OTHER TRANSACTIONS WITH  AFFILIATES.   The
  Fund  employs Olstein & Associates, L.P. ("Olstein & Associates"  or  the
  "Investment  Manager")  as  the  investment  manager.   Pursuant  to   an
  investment  management  agreement with the Fund, the  Investment  Manager
  selects  investments and supervises the assets of the Fund in  accordance
  with  the  investment objective, policies and restrictions of  the  Fund,
  subject  to the supervision and direction of the Board of Trustees.   For
  its  services, the Investment Manager is paid a monthly fee at the annual
  rate  of  1.00% of the Fund's average daily net assets.  For  the  period
  ended  August 31, 1996, the Fund incurred investment management  fees  of
  $887,728.
  
  Rodney  Square  Management  Corp.  ("Rodney  Square"),  a  wholly   owned
  subsidiary of Wilmington Trust Company ("WTC"), which is wholly owned  by
  Wilmington  Trust  Corporation, a publicly  held  bank  holding  company,
  serves  as  Administrator  to  the Fund  pursuant  to  an  Administration
  Agreement with the Trust on behalf of the Fund. As Administrator,  Rodney
  Square  is  responsible  for  services  such  as  budgeting,  maintaining
  federal   and  state  registration  for  the  Fund's  shares,   financial
  reporting,  compliance  monitoring  and  corporate  management.  For  the
  services  provided,  Rodney Square receives a monthly administration  fee
  at  an annual rate based upon the average daily net assets of the Fund as
  follows:   0.15%  of average daily net assets up to $50 million  (subject
  to  a  minimum annual fee of $50,000); 0.10% of average daily net  assets
  over  $50  million up to $100 million; 0.07% of average daily net  assets
  over  $100  million  up to $200 million; and 0.05% of average  daily  net
  assets  over $200 million.  The administration fee paid to Rodney  Square
  for the period ended August 31, 1996 amounted to $105,817.
  
  Rodney  Square also serves as Transfer and Dividend Paying Agent for  the
  Fund  pursuant to a Transfer Agent Agreement with the Trust dated  August
  18, 1995.  WTC serves as Custodian of the assets of the Trust.
  
  Rodney  Square  Distributors, Inc. ("RSD"), a wholly owned subsidiary  of
  WTC,  and Olstein & Associates (together the "Distributors") have entered
  into  a  distribution  and underwriting agreement  with  the  Fund  dated
  August  18, 1995, under which the Distributors act as co-underwriters  to
  engage  in  activities designed to assist the Fund in securing purchasers

                                     15  
THE OLSTEIN FINANCIAL ALERT FUND
NOTES TO FINANCIAL STATEMENTS - CONTINUED
- ---------------------------------------------------------------------------

  for  its  shares.   The  Fund  has adopted a  Shareholder  Servicing  and
  Distribution Plan pursuant to Rule 12b-1 under the 1940 Act  (the  "12b-1
  Plan").    Amounts  paid  under  the  12b-1  Plan  may   compensate   the
  Distributors   or  others  for  the  activities  in  the  promotion   and
  distribution  of  the Fund's shares and for shareholder  servicing.   The
  total  amount which the Fund will pay under the 12b-1 Plan is  1.00%  per
  annum  of  the  Fund's average daily net assets.  For  the  period  ended
  August  31,  1996,  fees  paid by the Fund pursuant  to  the  12b-1  Plan
  amounted to $887,728.
  
  Rodney  Square determines the net asset value per share of the  Fund  and
  provides  accounting  services  to the Fund  pursuant  to  an  Accounting
  Services  Agreement with the Fund.  For the accounting services provided,
  Rodney Square receives an annual fee of $40,000, plus an amount based  on
  the  average daily net assets of the Fund as follows:  0.03%  of  average
  daily  net  assets over $50 million up to $100 million; 0.02% of  average
  daily  net  assets  over $100 million up to $250 million;  and  0.01%  of
  average daily net assets of the Fund over $250 million.
  
  Certain  trustees  and  officers of the Trust are also  officers  of  the
  Trust's Investment Manager.  Such trustees and officers are paid no  fees
  by the Trust for serving as trustees or officers of the Trust.
  
  During  the  period  September  21,  1995  (Commencement  of  Operations)
  through  August  31, 1996, the Fund paid total brokerage  commissions  of
  $67,434  to  affiliated broker dealers in connection with  purchases  and
  sales of investment securities.
  
5.Fund  Shares.   At  August  31, 1996, there was an  unlimited  number  of
  shares  of  beneficial  interest,  $0.001  par  value,  authorized.   The
  following table summarizes the activity in shares of  the Fund:
  

                                                    FOR THE PERIOD
                                                  SEPTEMBER 21,1995+
                                                THROUGH AUGUST 31, 1996
                                                -----------------------
                                                SHARES           AMOUNT
                                                ------           ------

    Shares sold..........................     10,157,265      $103,041,971
    Shares issued to shareholders in
     reinvestment of distributions.......          9,956           101,256
    Shares redeemed......................       (451,200)       (4,867,777)
                                              ----------      ------------
    Net increase.........................      9,716,021      $ 98,275,450
                                                              ============
    Shares outstanding:
    Beginning of period..................         10,000
                                              ----------
    End of period........................      9,726,021
                                              ==========


    + Commencement of Operations.
	
	
	                                 16

THE OLSTEIN FINANCIAL ALERT FUND
REPORT OF INDEPENDENT AUDITORS
- ---------------------------------------------------------------------------

REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

To the Shareholders and Trustees of The Olstein Financial Alert Fund:

We  have  audited  the  accompanying statement of assets  and  liabilities,
including  the schedules of investments and securities sold short,  of  The
Olstein  Financial  Alert  Fund as of August  31,  1996,  and  the  related
statements  of  operations  and  changes  in  net  assets,  and   financial
highlights  for the period September 21, 1995 (Commencement of  Operations)
through   August  31,  1996.   These  financial  statements  and  financial
highlights   are   the  responsibility  of  the  Fund's  management.    Our
responsibility  is to express an opinion on these financial statements  and
financial highlights based on our audit.

We  conducted  our  audit  in accordance with generally  accepted  auditing
standards.  Those standards require that we plan and perform the  audit  to
obtain  reasonable  assurance about whether the  financial  statements  and
financial highlights are free of material misstatement.  An audit  includes
examining, on a test basis, evidence supporting the amounts and disclosures
in  the  financial  statements.  Our procedures  included  confirmation  of
securities owned as of August 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  audit
provides a reasonable basis for our opinion.

In  our opinion, the financial statements and financial highlights referred
to  above  present fairly, in all material respects, the financial position
of  The Olstein Financial Alert Fund at August 31, 1996, the results of its
operations, the changes in its net assets, and its financial highlights for
the  period September 21, 1995 (Commencement of Operations) through  August
31, 1996, in conformity with generally accepted accounting principles.



/s/ Ernst & Young LLP

Baltimore, Maryland
September 27, 1996



                                     17


THE OLSTEIN FINANCIAL ALERT FUND
TAX INFORMATION
- ------------------------------------------------------------------------

During the period ended August 31, 1996, the Fund paid a distribution of
$0.011 per share from net short-term capital gains.

In  January  1997, shareholders of the Fund will receive Federal  income
tax  information  on  all distributions paid to their  accounts  in  the
calendar  year  1996.   Please consult a tax advisor  if  you  have  any
questions about federal or state income tax laws, or how to prepare your
tax return.



                                     18

<PAGE>
[Outside cover -- divided into two sections]


               TRUSTEES                             THE    
          ------------------                    [OLSTEIN LOGO]
      Robert A. Olstein, Chairman                   FUNDS
           Neil C. Clarfeld
		    Fred W. Lange
		      John Lohr
		  D. Michael Murray
		   Erik K. Olstein
		   Lawrence K. Wein


           INVESTMENT MANAGER
       --------------------------
        Olstein & Associates, L.P.
          4 Manhattanville Road
         Purchase, New York 10577
		     (914) 397-7565

                                                               THE
               DISTRIBUTORS                              [OLSTEIN LOGO]
           --------------------                             FINANCIAL 
     Rodney Square Distributors, Inc.                         ALERT
 (Subsidiary of Wilmington Trust Company)                     FUND
                     &
		  Olstein & Associates, L.P.


           SHAREHOLDER SERVICES
       ----------------------------
   Rodney Square Management Corporation
 (Subsidiary of Wilmington Trust Company)


                CUSTODIAN
			 ---------------
		Wilmington Trust Company
		
		
              LEGAL COUNSEL
          ---------------------
   Stradley, Ronon, Stevens & Young, LLP


           INDEPENDENT AUDITORS                           ANNUAL REPORT
        --------------------------                       AUGUST 31, 1996
             Ernst & Young LLP
         
		 
THIS  REPORT IS  SUBMITTED  FOR  THE  GENERAL 
INFORMATION OF THE SHAREHOLDERS OF THE  FUND.
THE REPORT IS NOT AUTHORIZED FOR DISTRIBUTION
TO PROSPECTIVE  INVESTORS IN THE FUND  UNLESS
PRECEDED  OR  ACCOMPANIED  BY  AN   EFFECTIVE
PROSPECTUS.

OS06 10/96



© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission