OLSTEIN FUNDS
N-30D, 1997-05-06
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THE OLSTEIN FINANCIAL ALERT FUND
- --------------------------------
PRESIDENT'S MESSAGE
- -------------------

								
DEAR SHAREHOLDER:
INVESTING ON AUTOPILOT:
   It   always  amazed  me  to  observe  many  wedding   invitees
maintaining  the  same dance step, regardless of  the  change  in
music.   It is remarkable that, despite the many changes  I  have
experienced in the economic environment during my 29 years in the
investment  business,  many investors continue to fall  into  the
same investment trap.

   Back  in  the  1970s most American investors chose  their  own
stocks one at a time and believed that you never sell as long  as
the  companies in the portfolio were sound.  At the time, holders
of  Polaroid,  Xerox and Eastman Kodak had just  gone  through  a
remarkable decade of outstanding investment gains following  this
philosophy.  At one time in 1972, Polaroid reached a  price  that
valued  the  company at 100 times earnings,  and  investors  were
nevertheless provided with the rationale as to why the stock  was
"cheap".   The  bear  market  of 1973  and  1974  which  followed
completely   destroyed  the  investment  myth  of  "one-decision"
investing.   In many instances an investor had to  wait  over  20
years for some of the "nifty fifty," one-decision stocks in their
portfolio (which included some of the biggest and best  names  in
corporate America) to reach the purchase prices that were paid in
1972.

   In  the  early 90's, many investors asked mutual fund managers
to select securities for them in hopes of increasing their return
in an environment of falling interest rates.  Now, as the longest
bull  market  in history continues without a meaningful  decline,
investors  are  increasingly deciding that they no   longer  need
(nor  should they pay for) such managers to find securities  with
the best potential relative to the risk taken.  Instead, they are
investing  in  mutual funds whose only purpose is  to  mimic  the
performance  of  the  stock market and  charge  low  fees.   Risk
assessment is completely removed from the investment process.

   Known  as "index funds," these investment vehicles hold shares
in  companies that make up a well-recognized market index such as
the Standard & Poor's 500 Composite Index (S&P 500).  In essence,
these  funds  do  invest  mindlessly,  run  on  "autopilot,"  and
guarantee that, except for the minimal cost of running the  fund,
will  do  no worse than  the index that they define as the  proxy
for the stock market.

"MINDLESS" INVESTING:
   Mindless  investing  has  risks that  an  investor  should  be
unwilling to accept.  As a student of history, I can recall  that
time  after time, mindless investing has proven to be a high risk
investment process.  An investor needs only to be reminded of the
Penn  Central  Railroad, once a pillar of the  American  economic
system, that went bankrupt in l970.

   Exuberant  over investment results during the  last  6  years,
many investors have come to believe that all that is required  to
make  money  is to be in the market.  Index funds have  grown  in
popularity.   A recent(1) article in "The New York  Times"  noted
that, on an average over the last 3 years, index funds that track
the S&P 500 have performed better for their shareholders than did
93% of stock funds actively managed by investment
professionals.  Based on these results and press accolades,  many
novice  investors have mistakenly reached conclusions  about  the
safety  of  these investments.  In fact, while index  funds  have
recently done well, there have been long periods in the past when
actively  managed  stock  funds  outperformed  the  index.    For
example, in the five year period ended December 31, 1982, 80%  of
the  actively  managed portfolios performed better than  the  S&P
500(1).

   There  is a major difference between a fund matching a  market
average  and a risk-free investment.  As more and more money  has
poured into these vehicles, the individual securities included in
the  index  are  purchased automatically  with  no  valuation  or
assessment.   As a result, the index becomes higher  and  higher,
and individual securities (similar to the early 1970s) within the
funds,  although maybe great companies, begin to reach levels  of
overvaluation.

   Many  recent  investors have never experienced a bear  market.
Unlike  a general stock fund, an index fund cannot hold  cash  or
other  instruments to protect itself against a market decline  or
overvalued stocks.  In addition, index funds are weighted by  the
market  value  of companies.  Thus, fluctuations in  the  largest
stocks  such as General Electric, Coca Cola, Intel, etc. have  an
oversized effect on the fluctuation in the fund.  While Olstein &
Associates, L.P., (the "Manager")  believes that Intel  is  still
undervalued despite sizable appreciation over the past few years,
the Manager believes that  the index movement is creating pockets
of overvaluation in stocks such as General Electric and Coca Cola
which are prominent in the index.

THE FUND'S MISSION:
   The  mission of The Olstein Financial Alert Fund (the  "Fund")
is  to  potentially provide shareholders with returns that exceed
alternative   low  risk  treasury  securities  and   reward   our
shareholders for taking the risks of  investing in equities.  The
Manager  does  not  purport to compete against any  market  index
which  someone  defines  as a proxy for  the  stock  market,  and
believes that attempts at both defining and predicting the  stock
market should be viewed as an exercise in futility better left to
the philosophers of the world.  The Manager's investment focus is
on  identifying individual stocks which sell at a discount to the
Manager's proprietary calculation of the company's private market
value.   The  Manager does not share the media's  obsession  with
comparing performance on a daily, quarterly, or annual basis with
either market indices or other funds.  The Manager believes  that
long-term  capital  gains  objectives  are  achieved  by   paying
attention to the price one pays for securities as opposed to  the
willingness  to  pay  any  price for a good  company.   The  Fund
embraces  the  philosophy that a "good" company can  be  a  "bad"
stock  if you pay the wrong price.  At the end of its Semi-Annual
period, the Fund held approximately 20% of its portfolio in short-
term  U. S. Treasury securities waiting to be invested in  stocks
that  sell  at discounts to the Manager's  assessment  of  value,
rather  than  mindlessly  remaining  fully  invested.   If  being
cautious  results in underperforming an index  for  a  period  of
time, the Manager is willing to accept this penalty.

   The  new  breed of mindless investing products such  as  index
funds,  the  "Dogs  of the Dow," and similarly designed  products
entail risk by the very fact that the financial statements of the
companies are not being examined by a professional.  The low fees
match the effort being provided to investors to assess the values
of   the  companies  in  the  portfolio.   On  the  other   hand,
shareholders  of  The  Olstein  Financial  Alert  Fund  are  more
interested  in  playing  defense  first;  having  a  professional
continually  monitoring the financial health of the companies  in
the portfolio, and diversifying their risk over a large portfolio
of securities rather than take the risk of concentration.

   In  1996,  the  S&P  500  appreciated  22.9%.   Few  investors
realize how concentrated the performance of the S&P 500 has been.
For  example,  the aforementioned "New York Times" article  noted
that  last  year, 25 of the largest stocks in the  S&P  500  that
account  for  one-third  of the value  of  the  Index  rose  37%.
Therefore,  according to our calculations, the other  475  stocks
collectively  were  up 16%.  Thus, when one calculates  a  simple
average (unweighted with respect to market capitalization) of the
appreciation  of  the  500 stocks comprising  the  S&P  500,  the
average  appreciation  falls  to  17%  from  the  reported  22.9%
weighted  average.  Of course, if and when the stock  market,  or
the  current index investment theme reverses itself,  the  larger
companies in the Index could have the opposite impact on the  S&P
500.  Liquidations  by index funds, or individual  investors  and
portfolio  managers  who  deem the  securities  of  these  larger
companies to be overvalued, could result in a magnified effect on
index  funds.   The  Manager  believes that  such  concentration,
especially   in   the  form  of  mindless  investing,   increases
investment risks.

THE RISK/REWARD RATIO:
   The  Olstein Financial Alert Fund was one of the few funds  to
outperform  the  S&P 500 in 1996 (24.4% vs. 22.9% respectively)*.
However, the Manager continues to believe that investment results
should  be  measured over 5 and 10-year periods rather than  one-
year  intervals.   I am proud of the fact that the  results  were
achieved  with approximately 20% of the Fund invested  in  short-
term U. S. Treasury securities, waiting for equity securities  to
decline  to  prices that improved the Manager's assessment  of  a
risk/reward   ratio.    The   Fund's   cash   position   provided
shareholders with a potential hedge against a reversal in  market
psychology, yet the Manager was still able to provide the  Fund's
shareholders  with a satisfactory return.  Even if the  Fund  had
underperformed the S&P 500, the Manager believes that the  Fund's
shareholders  should  be  willing  to  pay  the  price  for  such
prudence.  Included with this letter is a chart illustrating  the
hypothetical  value of a $10,000 investment made  at  the  Fund's
inception.

   The  Manager will continue to apply the principle of assessing
risk  before  considering upside potential  on  a  stock-by-stock
basis.   This  is  the  cornerstone  of  the  Fund's   investment
philosophy.   Mindless  investing entails  too  much  risk.   The
Manager  is   unyielding in its dedication to hands-on  investing
which  emphasizes playing defense first in its quest  to  achieve
the Fund's shareholders' capital gains objectives.

   Although  there may be some bumps along the way,  the  Manager
believes  that  the Fund's portfolio holdings are  structured  to
achieve the Fund's objectives over the ensuing 3 - 5 year period.
Your trust is greatly appreciated.


                                  Sincerely,

   
   
                                  Robert A. Olstein

                                  President

   April 1, 1997


*  The  Fund's total returns for inception (September  21,  1995)
   and  for  the 1 year period ending March 31, 1997 were  22.47%
   and   33.27%,   respectively.    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.

(1) January 28, 1997, "Riding Wall Street on Autopilot:  Indexed
    Funds Draw Investors", p.D1, Edward Wyatt

GROWTH OF A HYPOTHETICAL $10,000 INVESTMENT*
   The  table  displays,  on a quarterly basis,  the  Fund's  net
asset  value per share, distributions, and the value  of  $10,000
invested in the Fund at the time of its inception.  (Assumes  all
dividends were reinvested and no shares were redeemed.)

<TABLE>
<CAPTION>
                                               VALUE OF SHARES OWNED, 
			  NET ASSET VALUE                        IF INTIAL
  DATE           PER SHARE       DIVIDENDS     INVESTMENT WAS $10,000
  ----        ---------------    ---------     -----------------------
  <C>          <C>                <C>             <C>
  9/21/95      $10.00         					  $10,000
  9/30/95       10.01                              10,010
  12/31/95      10.25             $0.011           10,261
  3/31/96       10.87                              10,881
  6/30/96       11.45                              11,461
  9/30/96       11.70                              11,711
  12/31/96      11.71              1.032           12,753
  3/31/97       12.23                              13,327
<FN>
*  The  above chart assumes no redemptions.  Redemptions  may  be
   subject  to a Contingent Deferred Sales Charge if made  within
   two  years of the investment of such funds.  The Fund's  total
   returns for inception (September 21, 1995) and for the 1  year
   period   ending  March  31,  1997  were  22.47%  and   33.27%,
   respectively.  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.
</FN>
</TABLE>
   
   

<PAGE>
THE OLSTEIN FINANCIAL ALERT 
- ---------------------------
SCHEDULE OF INVESTMENTS (UNAUDITED)

<TABLE>
<CAPTION>
                                                                VALUE
                                                  SHARES       (NOTE 2)
												  ------       -------- 
<S>												  <C>       <C>
COMMON STOCK - 78.8%
COMMUNICATIONS & BROADCASTING - 0.9%
     BET Holdings, Inc. (A Shares)*..........     41,500    $   1,219,063
                                                            -------------
     
FINANCE & INSURANCE - 4.0%
     INSURANCE CARRIERS - 1.8%
     Chubb Corp..............................      5,000          293,125
     MGIC Investment Corp....................     27,500        2,162,188
                                                             ------------
                                                                2,455,313
                                                             ------------
     SECURITIES & COMMODITIES BROKERS,
      DEALERS & SERVICES - 0.6%
     Paine Webber Group, Inc.................     25,000          815,625
                                                             ------------
     
     STATE & NATIONAL BANKS - 1.6%
     JSB Financial, Inc......................     56,000        2,229,500
                                                             ------------
     
     TOTAL FINANCE & INSURANCE ........................         5,500,438
                                                             ------------
MANUFACTURING - 57.8%
     CHEMICALS & ALLIED PRODUCTS - 5.3%
     IMC Global Inc..........................     53,500        1,865,813
     Learonal, Inc...........................    112,400        2,711,650
     Mississippi Chemical Corp...............     52,712        1,291,444
     Terra Industries, Inc...................     99,900        1,361,138
                                                             ------------
                                                                7,230,045
                                                             ------------
     COMMUNICATION EQUIPMENT - 1.3%
     General Instrument Corp.*...............     75,000        1,781,250
                                                             ------------
     
     COMPUTER & OFFICE EQUIPMENT - 3.9%
     Compaq Computer Corp. *.................     10,000          792,500
     Hewlett-Packard Co......................      7,000          392,000
     Intel Corp.+............................     22,500        3,192,187
     LSI Logic Corp.*........................     28,400          979,800
                                                             ------------
                                                                5,356,487
                                                             ------------
     FURNITURE & FIXTURES - 1.2%
     Ethan Allen Interiors, Inc..............     35,000        1,605,625
                                                             ------------
     
     GAMES & TOYS - 0.5%
     Mattel, Inc.............................     26,700          664,162
                                                             ------------
     
     GLASS, CONCRETE & OTHER PRODUCTS - 3.1%
     Centex Construction Products, Inc.......     85,900        1,460,300
     Giant Cement Holding, Inc.*.............     83,000        1,348,750
     Southdown, Inc..........................     42,000        1,501,500
                                                             ------------
                                                                4,310,550
                                                             ------------
     MISCELLANEOUS ELECTRICAL MACHINERY,
      EQUIPMENT & SUPPLIES - 7.1%
     Amphenol Corp. (A Shares)*..............     66,500    $   1,695,750
     Applied Materials, Inc.*................     15,000          759,375
     Park Electrochemical Corp...............     77,000        1,876,875
     Robbins & Myers, Inc....................     43,400        1,193,500
     Scotsman Industries, Inc................     42,500        1,184,687
     Silicon Valley Group, Inc.*.............     32,000          684,000
     Teradyne, Inc.*.........................     22,500          613,125
     Texas Instruments, Inc..................      9,000          694,125
     Varian Associates, Inc..................     17,500        1,010,625
                                                             ------------
                                                                9,712,062
                                                             ------------
     MISCELLANEOUS INDUSTRIAL MACHINERY
      & EQUIPMENT - 3.3%
     Harnischfeger Industries, Inc...........     10,000          438,750
     LSI Industries, Inc.....................     73,000          967,250
     Simpson Manufacturing Co.*..............     61,800        1,575,900
     Tidewater, Inc..........................     35,000        1,505,000
                                                             ------------
                                                                4,486,900
                                                             ------------
     
     MISCELLANEOUS MANUFACTURING INDUSTRIES - 2.5%
     Kysor Industrial, Corp..................     41,700        1,782,675
     Pittway Corp............................      7,600          397,100
     Pittway Corp. (A Shares)................     15,900          842,700
     Steel of West Virginia, Inc.*...........     58,200          381,938
                                                             ------------
                                                                3,404,413
                                                             ------------
     PAPER & PAPER PRODUCTS - 1.7%
     Boise Cascade Corp......................     72,500        2,383,437
                                                             ------------
     
     PHARMACEUTICAL PREPARATIONS - 2.1%
     Merck & Co., Inc........................      9,000          828,000
     Pharmacia & Upjohn, Inc.................     33,500        1,235,313
     Warner-Lambert Co.......................     10,000          840,000
                                                             ------------
                                                                2,903,313
                                                             ------------
     PHOTOGRAPHIC EQUIPMENT & SUPPLIES - 0.9%
     Eastman Kodak Co........................     14,000        1,254,750
                                                             ------------
     
     PRECISION INSTRUMENTS & MEDICAL SUPPLIES - 1.7%
     Depuy, Inc.*............................     49,200        1,057,800
     KLA Instruments*........................     15,000          625,313
     Theragenics Corp.*......................     26,300          627,912
                                                             ------------
                                                                2,311,025
                                                             ------------
     PRINTING & PUBLISHING - 4.3%
     Bowater, Inc............................     15,000          635,625
     Bowne & Co., Inc........................    145,000        3,915,000
     Meredith Corp...........................     27,500        1,347,500
                                                             ------------
                                                                5,898,125
                                                             ------------
     TELECOMMUNICATIONS EQUIPMENT - 0.7%
     Adaptec, Inc.*..........................     17,000    $     647,062
     HSN, Inc.*..............................     13,500          347,625
                                                             ------------
                                                                  994,687
                                                             ------------
     TEXTILES & APPAREL - 5.4%
     Donna Karan International, Inc.*........    300,800        3,609,600
     Liz Claiborne, Inc......................     25,000        1,012,500
     Quiksilver, Inc.*.......................    110,000        2,750,000
                                                             ------------
                                                                7,372,100
                                                             ------------
     TRANSPORTATION - 7.6%
     Continental Airlines, Inc.
       (B Shares)*+..........................     64,000        1,832,000
     Delta Air Lines, Inc. ..................     31,000        2,495,500
     Florida East Coast Industries, Inc......     12,000        1,171,500
     Northwest Airlines Corp. (A Shares).....    109,500        3,873,562
     UAL Corp.*..............................     17,500          993,125
                                                             ------------
                                                               10,365,687
                                                             ------------
     TRANSPORTATION EQUIPMENT - 5.2%
     Fleetwood Enterprises, Inc..............    126,000        3,276,000
     General Motors Corp.+...................     58,500        3,385,689
     Monaco Coach Corp.*.....................     26,000          520,000
                                                             ------------
                                                                7,181,689
                                                             ------------
     TOTAL MANUFACTURING...............................        79,216,307
                                                             ------------
MINING - 0.7%
     Giant Industries, Inc...................     69,000          957,375
                                                             ------------
     
SERVICES - 9.0%
     AMUSEMENT & RECREATION SERVICES - 0.3%
     Harrah's Entertainment, Inc.*...........     25,000          462,500
                                                             ------------
     
     BUSINESS SERVICES - 5.8%
     ABM Industries, Inc.....................     66,500        1,246,875
     Hvide Marine, Inc.*.....................    112,000        2,324,000
     RMH Teleservices, Inc.*.................     25,500          184,875
     Sotheby's Holdings, Inc. (A Shares).....    165,000        2,805,000
     VeriFone, Inc.*.........................     40,000        1,390,000
                                                             ------------
                                                                7,950,750
                                                             ------------
     MEDICAL & HEALTH SERVICES - 1.5%
     Conmed Corp.*...........................     37,500          740,625
     Healthcare Compare Corp.*...............     31,000        1,323,312
                                                             ------------
                                                                2,063,937
                                                             ------------
     PERSONAL SERVICES - 1.4%
     Hilton Hotels Corp......................     75,200        1,889,400
                                                             ------------
     
     TOTAL SERVICES....................................        12,366,587
                                                             ------------
WHOLESALE & RETAIL TRADE - 6.4%
     RETAIL APPAREL & ACCESSORY STORES - 3.2%
     Kenneth Cole Productions, Inc.*.........     45,600    $     894,900
     Loehmann's Holdings, Inc.*..............     90,000        1,434,375
     Urban Outfitters, Inc.*.................    187,500        2,132,813
                                                             ------------
                                                                4,462,088
                                                             ------------
     RETAIL DEPARTMENT STORES - 0.9%
     The Wet Seal, Inc.*.....................     60,000        1,192,500
                                                             ------------
     
     RETAIL EATING & DRINKING PLACES - 0.5%
     Buffets, Inc............................    100,220          720,331
                                                             ------------
     
     RETAIL FURNITURE & APPLIANCE STORES - 0.6%
     La-Z-Boy, Inc...........................     23,000          796,375
                                                             ------------
     
     WHOLESALE ELECTRONIC EQUIPMENT
      & COMPUTERS - 1.2%
     Tandy Corp..............................     32,500        1,637,187
                                                             ------------
     
     TOTAL WHOLESALE & RETAIL TRADE....................         8,808,481
                                                             ------------
     TOTAL COMMON STOCK
      (Cost $94,616,358)..............................        108,068,251
                                                             ------------

MUTUAL FUNDS - 0.6%
     Scudder Managed Cash Fund
      (COST $809,446).......................     809,446          809,446
                                                             ------------

U.S. GOVERNMENT AGENCY
OBLIGATIONS - 21.4%
     Federal Home Loan Banks,
      5.21%,  3/14/97.......................     $6,500    $   6,487,771
     Federal Home Loan Mtge. Corp.,
      5.15%, 03/04/97.......................      4,288        4,286,160
     Federal National Mtge. Assoc.,
      5.14%, 03/03/97.......................      1,730        1,729,506
     Federal National Mtge. Assoc.,
      5.12%, 03/05/97.......................      3,325        3,323,108
     Federal National Mtge. Assoc.,
      5.12%, 03/06/97.......................      3,330        3,327,632
     Federal National Mtge. Assoc.,
      5.20%, 03/07/97.......................      5,595        5,590,151
     Federal National Mtge. Assoc.,
      5.20%, 03/11/97.......................      4,655        4,648,276
                                                             -----------
     
     TOTAL U.S. GOVERNMENT
      Agency Obligations
      (Cost $29,392,604)..............................        29,392,604
                                                             -----------
     
     TOTAL INVESTMENTS
      (COST $124,818,408) - 100.8%....................       138,270,301
     
     

RECEIVABLES FROM BROKERS FOR
SECURITIES SOLD SHORT - 1.8%..........................        2,523,701
                                                             -----------

SECURITIES SOLD SHORT
(PROCEEDS $2,458,107) - (1.6)%........................       (2,165,338)
                                                             -----------

OTHER ASSETS AND LIABILITIES,
NET - (1.0)% .........................................       (1,441,505)
                                                             -----------

NET ASSETS - 100.0% ..................................      $137,187,159
                                                            ------------
<FN>
* Non-income producing securities.
+ A  portion  of  these securities were pledged to cover  collateralization
  requirements on open short sale transactions.  (See Note 3  of  Notes  to
  Financial Statements).  At the period end securities pledged amounted  to
  $2,729,060.
</FN>     

SECURITIES SOLD SHORT - (1.6)%
FINANCE - (0.4%)
     Aames Financial Corp....................      4,500    $     135,563
     Credit Acceptance Corp..................      5,000          106,250
     Olympic Financial Ltd...................     15,000          165,000
     WFS Financial, Inc......................      7,000          103,250
                                                             ------------
     
     TOTAL FINANCE.....................................           510,063
                                                             ------------
MANUFACTURING - (0.2%)
     Advanced Fibre Communications...........      3,000           97,500
     Centennial Technologies, Inc............     10,000           27,500
     Hondo Oil and Gas Co....................     10,000          120,000
     North American Vaccine, Inc.............      4,000           90,500
                                                             ------------
     
     TOTAL MANUFACTURING...............................           335,500
                                                             ------------
SERVICES - (0.4%)
     BTG, Inc................................      7,200          144,000
     Medaphis Corp...........................      4,000           39,750
     Organogenesis, Inc......................     10,000          221,250
     Wellcare Management Group, Inc..........     13,000           97,500
                                                             ------------
     
     TOTAL  SERVICES...................................           502,500
                                                             ------------
WHOLESALE & RETAIL TRADE - (0.6%)
     Best Buy Co., Inc.......................     10,000           92,500
     Boston Chicken, Inc.....................      5,000          163,750
     Cylink Corp.............................     12,300          150,675
     Edison Brothers Stores .................     37,600           61,100
     Foxmeyer Health Corporation.............     84,600          105,750
     Movie Gallery, Inc......................      5,000           53,750
     Today's Man, Inc........................     25,000           93,750
     U.S. Office Products Co.................      3,000           96,000
                                                             ------------
     
     TOTAL WHOLESALE & RETAIL TRADE....................           817,275
                                                             ------------

TOTAL SECURITIES SOLD SHORT
(PROCEEDS $2,458,107).................................      $   2,165,338
                                                             ------------
</TABLE>     
     


                                                           

<PAGE>

THE OLSTEIN FINANCIAL ALERT FUND
================================
STATEMENT OF ASSETS AND LIABILITIES (UNAUDITED)
===============================================

<TABLE>
<C>                                                                                                       <C>
ASSETS:
Investments in securities (identified cost $124,818,408) (Note 2) ........                                $  138,270,301
Receivables from brokers for securities sold short .......................                                     2,523,701
Dividends and interest receivable ........................................                                       152,454
Receivables for investments sold .........................................                                     2,105,925
Receivables for capital shares sold.......................................                                       136,005
Unamortized organization costs ...........................................                                        82,089
Other Assets..............................................................                                        12,992
                                                                                                           -------------
 Total assets ............................................................                                   143,283,467
                                                                                                           -------------

LIABILITIES:
Securities sold short (proceeds: $2,458,107) (Note 3) ....................                                     2,165,338
Payable for investments purchased ........................................                                     3,301,458
Due to Investment Manager (Note 4) .......................................                                       215,139
Other accrued expenses (Note 4) ..........................................                                       414,373
                                                                                                           -------------
 Total liabilities .......................................................                                     6,096,308
                                                                                                           -------------
NET ASSETS ...............................................................                                $  137,187,159
                                                                                                           =============

NET ASSETS CONSIST OF:
Accumulated net investment loss ..........................................                                $     (362,917)
Net unrealized appreciation of investments (Note 3) ......................                                    13,451,892
Net unrealized appreciation on securities sold short .....................                                       292,769
Accumulated net realized gain ............................................                                     9,351,691
Shares of beneficial interest ............................................                                        11,089
Additional paid-in capital ...............................................                                   114,442,635
                                                                                                           -------------
NET ASSETS, for 11,089,322 shares outstanding ............................                                $  137,187,159
                                                                                                           =============
NET ASSET VALUE and offering price per share ($137,187,159 / 11,089,322
outstanding shares of beneficial interest, $0.001 par value)                                                      $12.37
                                                                                                                  ======
</TABLE>


STATEMENT OF OPERATIONS (UNAUDITED)
===================================
<TABLE>
<CAPTION>

                                                                                                         FOR THE SIX-MONTH
                                                                                                            PERIOD ENDED
                                                                                                         FEBRUARY 28, 1997
                                                                                                            (UNAUDITED)
                                                                                                         ------------------
<S>                                                                                                      <C>
INVESTMENT INCOME:
 Income:
  Dividends..............................................................                                $      486,870
  Interest...............................................................                                       609,634
                                                                                                          -------------
                                                                                                              1,096,504
                                                                                                          -------------

EXPENSES:
 Management fee (Note 4) .................................................                                      609,917
 Distribution expenses (Note 4) ..........................................                                      609,917
 Custodian fee (Note 4) ..................................................                                       21,189
 Transfer Agent fee (Note 4) .............................................                                       27,688
 Administration fee (Note 4) .............................................                                       72,561
 Accounting fee (Note 4) .................................................                                       32,147
 Trustees' fees and expenses (Note 4) ....................................                                        9,009
 Amortization of organizational expenses .................................                                       12,437
 Legal....................................................................                                        5,703
 Audit....................................................................                                       13,419
 Shareholders report fees ................................................                                        8,265
 Registration fees .......................................................                                       15,512
 Dividend expense for securities sold short ..............................                                          135
 Miscellaneous ...........................................................                                       21,522
                                                                                                           -------------
Total expenses ...........................................................                                    1,459,421
                                                                                                           -------------
Net investment loss ......................................................                                     (362,917)
                                                                                                           -------------

REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
  Net realized gain on investment transactions ..........................                                    11,047,661
  Net realized loss on securities sold short ............................                                      (209,804)
  Net unrealized appreciation of investments ............................                                    11,662,979
  Net unrealized appreciation on securities sold short ..................                                       173,205
                                                                                                           -------------

 Net gain on investments .................................................                                   22,674,041
                                                                                                           -------------

NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS  ....................                                $   22,311,124
                                                                                                          ==============
</TABLE>

<PAGE>
STATEMENTS OF CHANGES IN NET ASSETS
===================================
<TABLE>
<CAPTION>

                                                                                     FOR THE SIX-MONTH        FOR THE PERIOD
                                                                                        PERIOD ENDED        SEPTEMBER 21, 1995+
                                                                                     FEBRUARY 28, 1997           THROUGH
                                                                                       (UNAUDITED)           AUGUST 31, 1996
                                                                                     -----------------      -------------------
<S>                                                                                  <C>                   <C>
INCREASE (DECREASE) IN NET ASSETS:
Operations:
 Net investment loss......................................................           $     (362,917)      $    (606,294)
 Net realized gain on investment transactions.............................               11,047,661           9,352,900
 Net realized gain (loss) on securities sold short .......................                 (209,804)             75,942
 Net unrealized appreciation of investments...............................               11,662,979           1,788,913
 Net unrealized appreciation on securities sold short ....................                  173,205             119,564
                                                                                       -------------       -------------
 Net increase in net assets resulting from operations ....................               22,311,124          10,731,025
                                                                                       -------------       -------------
Distributions to shareholders from:
 Net realized capital gains ($1.032 and $0.011 per share, respectively) ..              (10,206,993)           (101,721)
                                                                                        ------------       -------------
Increase in net assets from Fund share transactions (Note 5) .............               16,078,274          98,275,450
                                                                                        ------------       -------------
Increase in net assets ...................................................               28,182,405         108,904,754

NET ASSETS:
 Beginning of period .....................................................              109,004,754             100,000
                                                                                        ------------       -------------
 End of period ...........................................................           $  137,187,159        $109,004,754
                                                                                       =============       =============
                                        
<FN>

+    Commencement of Operations.
</FN>
</TABLE>
<PAGE>
	 
THE OLSTEIN FINANCIAL ALERT
===========================
FINANCIAL HIGHLIGHTS
====================

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


<TABLE>
<CAPTION>

                                                                        FOR THE SIX-MONTH                FOR THE PERIOD
                                                                           PERIOD ENDED                SEPTEMBER 21, 1995+
                                                                        FEBRUARY 28, 1997                    THROUGH
                                                                           (UNAUDITED)                   AUGUST 31, 1996
                                                                        ------------------             -------------------
<S>                                                                          <C>                           <C>
NET ASSET VALUE - BEGINNING OF PERIOD....................                    $11.21                        $10.00

INVESTMENT OPERATIONS:
 Net investment loss.....................................                     (0.03)                        (0.07)
 Net realized gain on investments........................                      2.22                          1.29
                                                                             ------                         ------
    Total from investment operations.....................                      2.19                          1.22
                                                                             ------                         ------
 
DISTRIBUTIONS:
 From net realized gains.................................                     (1.03)                        (0.01)
                                                                             -------                        ------
       Total distributions...............................                     (1.03)                        (0.01)
                                                                             -------                        ------

NET ASSET VALUE - END OF PERIOD..........................                    $12.37                        $11.21
                                                                             =======                       =======
TOTAL RETURN++...........................................                     20.11%                        12.22%

Ratios (to average net assets)/Supplemental Data:
 Expenses................................................                      2.39%*                        2.43%*
 Net investment income (loss)............................                     (0.60)%*                      (0.68)%*
Portfolio turnover rate..................................                    149.56%*                      139.77%*
Average commission rate paid.............................                     $0.0600                       $0.0592
Net assets at end of period (000 omitted)................                    $137,187                      $109,005

<FN>                                    
+    Commencement of Operations.
++   The  total  return for each period has not been annualized and  does  not
     reflect any deferred sales charge.
*    Annualized.
</FN>
</TABLE>


  
<PAGE>

THE OLSTEIN FINANCIAL ALERT FUND
================================
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
=========================================

                                
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 continue 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  six-
  month  period ended February 28, 1997, purchases and  sales  of
  investment  securities  (excluding securities  sold  short  and
  short-term investments) aggregated as follows:
  
        PURCHASES...................      $75,098,841
        SALES.......................       83,035,633


  The  following  balances for the Fund are as  of  February  28,
  1997:
  
  <TABLE>
  <CAPTION>
  
        COST FOR      NET TAX BASIS    TAX BASIS GROSS   TAX BASIS GROSS
     FEDERAL INCOME     UNREALIZED        UNREALIZED        UNREALIZED
      TAX PURPOSES     APPRECIATION     APPRECIATION       DEPRECIATION
     --------------   --------------   ---------------   ----------------
      <C>               <C>              <C>               <C>
      $124,998,258      $13,272,043      $16,282,953       $3,010,910

</TABLE>

  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 February 28, 1997, the Fund had 1.6%  of  its
  net  assets in short positions.  For the six-month period ended
  February  28, 1997, the cost of investments purchased to  cover
  short  sales and the proceeds from those investments sold short
  were $3,032,737 and $2,822,933, 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  six-
  month  period  ended  February  28,  1997,  the  Fund  incurred
  investment management fees of $609,917.
  
  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  six-month
  period ended February 28, 1997 amounted to $72,561.
  
  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  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 six-month period
  ended February 28, 1997, fees paid by the Fund pursuant to  the
  12b-1 Plan amounted to $609,917.
  
  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 six-month period ending February 28, 1997, the  Fund
  paid  total  brokerage  commissions of  $98,812  to  affiliated
  broker  dealers  in  connection with  purchases  and  sales  of
  investment securities.
  
5.FUND  SHARES.   At  February 28, 1997, 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:
  
<TABLE>
<CAPTION>

		                FOR THE SIX-MONTH
		                   PERIOD ENDED            FOR THE PERIOD
		                FEBRUARY 28, 1997        SEPTEMBER 21,1995+
		                   (UNAUDITED)        THROUGH AUGUST 31, 1996
		                ------------------    -----------------------
<S>					<C>          <C>          <C>            <C>	
	                 SHARES      AMOUNT       SHARES         AMOUNT
	                 ------      ------       ------         ------
Shares sold......    759,359    $9,157,901    10,157,265   $103,041,971

Shares issued to
shareholders in
reinvestment of
distributions....    873,315    10,182,851         9,956        101,256

Shares
redeemed.........   (269,373)   (3,262,478)     (451,200)    (4,867,777)
                    ---------   -----------    ----------    -----------
					
Net increase.....  1,363,301   $16,078,274     9,716,021   $ 98,275,450
                               ============                =============

Shares outstanding:
  
Beginning of
 period..........  9,726,021                      10,000
                   ---------                      ------

End of period....  11,089,322                  9,726,021
                   ==========                  =========
<FN>
+COMMENCEMENT OF OPERATIONS.
</FN>
</TABLE>

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


               TRUSTEES                             THE    
          ------------------                    [OLSTEIN LOGO]
      Robert A. Olstein, Chairman                   FUNDS
           Neil C. Klarfeld
		    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                           SEMI-ANNUAL REPORT
        --------------------------                        FEBRUARY 28, 1997
             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.

OS07 4/97



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