<PAGE>

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-K
(Mark One)
     (X)       ANNUAL REPORT PURSUANT TO SECTION 30-(a) AND (c) OF
           THE INVESTMENT COMPANY ACT OF 1940 AND SECTION 13 OR 15(d)
            OF THE SECURITIES AND EXCHANGE ACT OF 1934 (FEE REQUIRED)
                     For fiscal year ended December 31, 1999

     ( )      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
              THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)

                         Commission file number 811-2563

       ASSOCIATION FOR INVESTMENT IN UNITED STATES GUARANTEED ASSETS, INC.
       -------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

         Maryland                                        13-2812598
---------------------------------           ------------------------------------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
  incorporation or organization)

    9 Old Kings Highway South                              06820
---------------------------------------     ------------------------------------
(Address of principal executive offices)                 (Zip Code)

Registrant's telephone number, including area code              (203) 662-7600
                                                                --------------

Securities registered pursuant to Section 12(b) of the Act:

                                                       Name of Each Exchange on
         Title of Each Class                                Which Registered
---------------------------------           ------------------------------------
                None                                              None
---------------------------------           ------------------------------------

Securities registered pursuant to Section 12(g) of the Act:

                                      None
--------------------------------------------------------------------------------
                                (Title of Class)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

Yes X   No
  _____   _____

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendments to
this Form 10-K. [X]

State the aggregate market value of the voting stock held by nonaffiliates of
the registrant. None

As of March 18, 2000 the registrant has authorized and issued 250,000 shares of
common stock, $1.00 par value, which is owned entirely by Gow Holdings, Inc. its
parent.

                       Documents Incorporated By Reference

Portion of Series 28 Prospectus dated July 23, 1999 are incorporated by
reference into Part I.

Index to Exhibits, Financial Statements and Schedules appear on page 17.



<PAGE>

                                     PART I


Item 1. Business

The business of the registrant is the investment of net proceeds derived from
the original sale of face- amount certificates to the public, and includes
maintenance of reserves and deposits of assets to cover certificate liabilities,
and selection and management of its investments.

Further particulars of the business carried on by the registrant are contained
on pages 1 through 9 of the Prospectus herein incorporated by reference.

The Company employs 3 officers, 3 directors. Of the directors, 2 were officers
of the Company.

For related party information, refer to Note 5 of the Notes to Financial
Statements.

Item 2. Properties

None

Item 3. Legal Proceedings

None

Item 4. Submission of Matters to a Vote of Security Holders

None



<PAGE>


                                     PART II


Item 5.  Market for the Registrant's Common Stock and Related Security Holder
         Matters

a)  Common stock: refer to Item 12
b) Face amount certificates:                                  Number of Holders
                                                            at December 31, 1999
                                                            --------------------
                  Series 28                                            208
                  Series 28I                                             1

Item 6.  Selected Financial Data

<TABLE>
<CAPTION>
                                        1999                1998                1997                1996                1995
                                       ------              ------              ------              ------               -----
<S>                                  <C>               <C>                 <C>                 <C>                 <C>
Investment income                    $1,768,389        $  1,731,335        $  1,695,277        $  1,638,569        $  1,681,622
Investment expenses                     100,220             106,376             109,449             169,922             158,877
Provision for
 certificate reserves                 1,266,828           1,249,730           1,231,261           1,189,455           1,251,309
Net income                              242,370             221,854             208,858             164,458             158,994
Total assets                        $37,394,618         $36,241,845         $35,037,649         $33,798,197         $32,412,633
</TABLE>

Item 7. Management's Discussion and Analysis of the Results of Operations and
        Financial Condition


1999 versus 1998

The Company's primary portfolio investment policy was one of investing in U.S.
Government guaranteed short-term securities. Rates and yields on these
securities were slightly lower than those prevailing in 1998. The income from
this source resulted in a yield on unborrowed reserves for 1999 of 3.77% versus
4.21% in 1998. Reflecting a decrease in rates of return, the provision for
certificate reserves in 1999 was approximately the same as in 1998.

1998 versus 1997

The Company's primary portfolio investment policy was one of investing in U.S.
Government or Government guaranteed short-term securities. Rates and yields on
these securities were approximately the same as those prevailing in 1997. The
income from this source resulted in a yield on unborrowed reserves for 1998 of
4.21% versus 4.61% in 1997. Reflecting the stability in the rates of return, the
provision for certificate reserves in 1998 was approximately the same as in
1997.





<PAGE>



Liquidity

The liquidity of the investment portfolio is an important concern of the fund's
management. Loans under the Order of Exemption are of short-term duration, and
the average maturity of the investments in U.S. Government Treasury Notes/Bills
is eleven (11) months.

Capital Resources

The Association continues to meet the minimum capital requirements for a
face-amount certificate company as specified by law. Additional capital is not
required for the current or future operations of the company.



<PAGE>


                          Independent Auditors' Report



Board of Directors and Security Holders
Association for Investment in United States
Guaranteed Assets, Inc.


We have audited the accompanying balance sheets of Association for Investment in
United States Guaranteed Assets, Inc. as of December 31, 1999 and 1998 and the
related statements of income, retained earnings and cash flows for each of the
years in the three year period ended December 31, 1999. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Association for Investment in
United States Guaranteed Assets, Inc. as of December 31, 1999 and 1998 and the
results of its operations and its cash flows for each of the years in the three
year period ended December 31, 1999, in conformity with generally accepted
accounting principles.


Bridgeport, Connecticut              Dworken, Hillman, LaMorte & Sterczala, P.C.
March 1, 2000




<PAGE>

                           ASSOCIATION FOR INVESTMENT
                    IN UNITED STATES GUARANTEED ASSETS, INC.

                                 BALANCE SHEETS

                           December 31, 1999 and 1998

                                 Assets
<TABLE>
<CAPTION>
                                                                                                 1999              1998
                                                                                            ------------      -------------
<S>                                                                                         <C>               <C>
Qualified assets (Note 2):
  Cash                                                                                      $     12,076       $     27,828
  Investments in U.S. Treasury Notes and Bills, at cost which
    approximates market                                                                        6,497,195          6,603,886
  Certificates loans, secured by applicable certificate reserves (Note 3)                     30,463,510         29,115,244
  Receivable for accrued interest (Note 5)                                                       395,156            468,206
                                                                                            ------------       ------------
                                                                                              37,367,937         36,215,164
Other assets                                                                                      26,681             26,681
                                                                                            ------------       ------------
                                                                                            $ 37,394,618       $ 36,241,845
                                                                                            ============       ============
</TABLE>
                                 Liabilities and Shareholder's Equity
<TABLE>
<CAPTION>
<S>        <C>                               <C>                                             <C>                <C>
Certificate reserves (Note 3):
  Reserves to mature:
    Series 28, fully paid certificates (Note 5)                                             $ 32,577,438       $ 31,328,352
    Series 28I, installment certificates                                                           8,253              7,763
    Reserve for additional credits                                                             4,388,441          4,371,189
                                                                                            ------------       ------------
                                                                                              36,974,132         35,707,304
Current liabilities, exclusive of certificate reserve liabilities:
  Unearned interest on certificate holders' loans                                                 68,301             78,691
  Accrued expenses, taxes and other                                                               71,297             79,487
                                                                                            ------------       ------------
                                                                                              37,113,730         35,865,482
                                                                                            ------------       ------------
Shareholder's equity:
  Common stock, par value $1 per share, authorized, issued and
    outstanding 250,000 shares                                                                   250,000            250,000
  Capital in excess of par value                                                                   1,000              1,000
  Retained earnings                                                                               29,888            125,363
                                                                                            ------------       ------------
                                                                                                 280,888            376,363
                                                                                            ------------       ------------
                                                                                            $ 37,394,618       $ 36,241,845
                                                                                            ============       ============
</TABLE>


                       See notes to financial statements.

<PAGE>

                           ASSOCIATION FOR INVESTMENT
                    IN UNITED STATES GUARANTEED ASSETS, INC.

                              STATEMENTS OF INCOME

                  Years Ended December 31, 1999, 1998 and 1997



<TABLE>
<CAPTION>
                                                                         1999                1998                1997
                                                                     ------------        ------------         -----------
<S>                                                                   <C>                 <C>                 <C>
Investment income:
  Interest income: (Note 5)
    Investments                                                       $   295,614         $   331,493         $   367,483
    Certificate loans                                                   1,472,775           1,399,842           1,327,794
                                                                      -----------         -----------         -----------
                                                                        1,768,389           1,731,335           1,695,277
                                                                      -----------         -----------         -----------
Investment expenses:
  Officer's salary                                                         45,479              45,480              49,269
  Professional fees                                                        16,500              17,886              17,694
  Custodial fees                                                           18,681              17,966              19,058
  Printing, promotion and telephone                                         4,913               7,630               8,156
  Directors' fees                                                           6,000               6,000               8,000
  Payroll taxes                                                             3,731               4,022               4,065
  Other                                                                     4,916               7,392               3,207
                                                                      -----------         -----------         -----------
                                                                          100,220             106,376             109,449
                                                                      -----------         -----------         -----------
Net investment income                                                   1,668,169           1,624,959           1,585,828
Provision for certificate reserves
  (Notes 3 and 5)                                                       1,266,828           1,249,730           1,231,261
                                                                      -----------         -----------         -----------
Income before income taxes                                                401,341             375,229             354,567
Income taxes (Note 4)                                                     158,971             153,375             145,709
                                                                      -----------         -----------         -----------
Net income                                                            $   242,370         $   221,854         $   208,858
                                                                      ===========         ===========         ===========

</TABLE>



                       See notes to financial statements.

<PAGE>



                           ASSOCIATION FOR INVESTMENT
                    IN UNITED STATES GUARANTEED ASSETS, INC.

                         STATEMENTS OF RETAINED EARNINGS

                  Years Ended December 31, 1999, 1998 and 1997




<TABLE>
<CAPTION>
                                                          1999                1998                1997
                                                        ---------           --------            --------
<S>                                                     <C>                 <C>                 <C>
Balance, beginning                                      $ 125,363           $178,509            $159,651
Add net income                                            242,370            221,854             208,828
Deduct cash dividends on common stock                    (337,845)          (275,000)           (190,000)
                                                        ---------           --------            --------
Balance, ending                                         $  29,888           $125,363            $178,509
                                                        =========           ========            ========
</TABLE>





                       See notes to financial statements.


<PAGE>



                           ASSOCIATION FOR INVESTMENT
                    IN UNITED STATES GUARANTEED ASSETS, INC.

                            STATEMENTS OF CASH FLOWS

                  Years Ended December 31, 1999, 1998 and 1997



<TABLE>
<CAPTION>
                                                                       1999               1998                  1997
                                                                   ------------     --------------       ---------------
<S>                                                                <C>              <C>                  <C>
Cash flows from operating activities:
  Net income                                                       $    242,370     $      221,854       $       208,858
  Adjustments to reconcile net income to net cash
       provided by operating activities:
    Provision for certificate reserves                                1,266,828          1,249,730             1,231,261
    Change in assets and liabilities:
      (Increase) decrease in accrued interest                            73,050            (46,444)              (66,741)
      Increase (decrease) in unearned interest                          (10,390)             2,006                 9,126
      Increase (decrease) in accrued expenses                            (8,190)             5,606               (19,793)
                                                                   ------------     --------------       ---------------
Net cash provided by operating activities                             1,563,668          1,432,752             1,362,711
                                                                   ------------     --------------       ---------------
Cash flows from investing activities:
  Acquisition of other assets                                                              (26,681)
  Proceeds from sale and maturity of investments                      9,333,788         11,566,856            13,193,368
  Purchase of investments                                            (9,227,097)       (11,226,375)          (13,069,019)
  (Increase) decrease in loans to affiliates                                                14,173               (12,372)
  Disbursements for certificate loans                                (1,348,266)        (1,476,081)           (1,279,699)
                                                                   ------------     --------------       ---------------
Net cash used in investing activities                                (1,241,575)        (1,148,108)           (1,167,722)
                                                                   ------------     --------------       ---------------
Cash flows from financing activities:
  Cash dividends paid                                                  (337,845)          (275,000)             (190,000)
                                                                   ------------     --------------       ---------------
Net cash used in financing activities                                  (337,845)          (275,000)             (190,000)
                                                                   ------------     --------------       ---------------
Net increase (decrease) in cash                                         (15,752)             9,644                 4,989
Cash, beginning                                                          27,828             18,184                13,195
                                                                   ------------     --------------       ---------------
Cash, ending                                                       $     12,076     $       27,828       $        18,184
                                                                   ============     ==============       ===============
Supplemental disclosures of cash flows
  information:
  Cash payment for income taxes                                    $    131,625     $      112,000       $        98,266
                                                                   ============     ==============       ===============
</TABLE>






                       See notes to financial statements.

<PAGE>

                           ASSOCIATION FOR INVESTMENT
                    IN UNITED STATES GUARANTEED ASSETS, INC.

                          NOTES TO FINANCIAL STATEMENTS

                  Years Ended December 31, 1999, 1998 and 1997


1. Nature of business and significant accounting policies:

   Nature of business:

   The Company is an issuer of Series 28 Face amount certificates. The
     Company is a wholly- owned subsidiary of Gow Holdings, Inc. ("Parent").
     Effective January 1, 1998, the stock of the Company was transferred
     from Huntoon Hastings Capital Corp. to USGI Holdings, Inc. Effective
     July 28, 1998, the stock of the Company was transferred to Gow
     Holdings, Inc.

   The Company's financial statements are prepared in accordance with
     generally accepted accounting principles and comply with Section 28 of
     the Investment Company Act of 1940.

   Use of estimates:

   Management uses estimates and assumptions in preparing these financial
     statements in accordance with generally accepted accounting principles.
     Those estimates and assumptions affect the reported amount of assets
     and liabilities, the disclosure of contingent assets and liabilities,
     and reported revenue and expenses. Actual results could vary from the
     estimates that were used.

   Valuation of qualified assets:

   Qualified assets are stated at cost, except for United States Treasury
     Bills which are stated at amortized cost which approximates market
     value. An allowance for loss will be provided if evidence indicates a
     permanent decline in the underlying value and earning power of
     individual securities.

   Income recognition:

   Security transactions are recorded on the trade date. Interest income is
     recorded when earned. Discounts on United States Treasury Bills are
     amortized over the terms of the securities to which they apply.
     Unearned interest on certificate loans is amortized on a straight-line
     basis over the life of the loan.

   Provision for certificate reserves:

   Certificate reserves accrue at the rate of 3 1/2% compounded annually. In
     addition, at the end of each fiscal year of the Company, each
     certificate upon which all payments including all installments, have
     been made will receive "additional credits" calculated on the earnings
     attributable to the invested reserves. Borrowed reserves are not
     eligible for additional credits.

<PAGE>



                           ASSOCIATION FOR INVESTMENT
                    IN UNITED STATES GUARANTEED ASSETS, INC.

                    NOTES TO FINANCIAL STATEMENTS (Continued)

                  Years Ended December 31, 1999, 1998 and 1997


1. Nature of business and significant accounting policies (continued):

   Cash:

   For the purposes of the Statement of Cash Flows, the Company considers
     investments with original maturities of three months or less to be a
     cash equivalent.

   The Company maintains its cash in bank deposit accounts which, at times,
     may exceed federally insured limits. The Company believes it is not
     exposed to any significant credit risk on cash and cash equivalents.

   Fair value of financial instruments:

   The carrying amount of cash, investments in U.S. Treasury Notes and
     Bills, accounts, loans and other receivables, loans payable and trade
     payables approximates fair value because of the short maturity of those
     instruments.

   The carrying amount of Certificate Loans approximates fair value because
     these loans are secured by related Certificate Reserves. The carrying
     amount of Certificate Reserves approximates fair value because under
     the terms of the Certificates, a holder can sell their certificates at
     any time for its carrying amount.

2. Qualified assets:

   Under the provisions of its certificates and the Investment Company Act
     of 1940, at December 31, 1999, the Company was required to have
     qualified assets (as that term is defined in Section 28 (b) of the
     Act), of $37,224,132. As shown in the accompanying balance sheet, the
     Company had qualified assets of $37,357,937.

   Pursuant to the requirements of the Investment Company Act of 1940,
     "Qualified Assets" are to be maintained on deposit with Fleet Bank
     under a "Depository Agreement" to meet certificate reserve requirements
     of $36,974,132, at December 31, 1999. Assets on deposit as of December
     31, 1999 are as follows:


       Cash                                                         $     12,076
       United States Treasury Bills                                    6,497,195
       Certificate loans, secured by certificate reserves             30,831,480
                                                                    ------------
                                                                    $ 37,340,751
                                                                    ============


<PAGE>



                           ASSOCIATION FOR INVESTMENT
                    IN UNITED STATES GUARANTEED ASSETS, INC.

                    NOTES TO FINANCIAL STATEMENTS (Continued)

                  Years Ended December 31, 1999, 1998 and 1997


3.  Certificate reserves:

    Reserves maintained on outstanding certificates have been computed in
      accordance with the provisions of the certificates and Section 28 of
      the Investment Company Act of 1940. The total gross rate of
      accumulation on Series 28 and 28I certificates for 1999 was 3.77%.
      Gross rates of accumulation on certificate reserves were as follows:


<TABLE>
<CAPTION>
                                   1999                            1998                             1997
                         ---------------------------      --------------------------       --------------------------
                                       Annual Gross                     Annual Gross                     Annual Gross
                            Total        Rates of            Total        Rates of           Total         Rates of
                           Reserves    Accumulation         Reserves    Accumulation        Reserves     Accumulation
                           --------    ------------         --------    ------------        --------     ------------
<S>         <C>          <C>              <C>             <C>               <C>            <C>                <C>
    Reserves mature:
     Series 28           $32,577,438      3.50%           $31,328,352       3.50%          $30,122,784        3.50%
     Series 28I                8,253      3.50%                 7,763       3.50%                7,579        3.50%
    Additional credits
     on Series 28 and
     28I certificates      4,388,441       .27%             4,371,189        .71%            4,327,211        1.11%
                         -----------                      -----------                      -----------

                         $36,974,132                      $35,707,304                      $34,457,574
                         ===========                      ===========                      ===========
</TABLE>

4.  Income taxes:

    The Company files a consolidated federal income tax return with its
      parent and affiliates. The tax liability is allocated to the Company on
      a separate-return basis.

    The provision for income taxes is composed of the following for the years
      ended December 31, 1999, 1998 and 1997:


                                 1999              1998             1997
                               --------          --------         --------
    Federal                    $124,857          $114,626         $107,593
    State                        34,114            38,749           38,116
                               --------          --------         --------
                               $158,971          $153,375         $145,709
                               ========          ========         ========



<PAGE>



                           ASSOCIATION FOR INVESTMENT
                    IN UNITED STATES GUARANTEED ASSETS, INC.

                    NOTES TO FINANCIAL STATEMENTS (Continued)

                  Years Ended December 31, 1999, 1998 and 1997


4. Income taxes (continued):

<TABLE>
<CAPTION>

                                                                       1999               1998              1997
                                                                   ----------           --------          --------
<S>                                                                  <C>                <C>               <C>
   Computed "expected" federal tax expense                           $136,456           $127,578          $120,553
   Increase in taxes resulting from state income
     taxes, net of federal benefit                                     22,515             25,797            25,156
                                                                   ----------           --------          --------
   Actual tax expense                                                $158,971           $153,375          $145,709
                                                                   ==========           ========          ========
</TABLE>

5. Related party transactions:

   AtDecember 31, 1999, the Parent owned certificates with an aggregate
     cost of $29,352,000 ($27,864,000 in 1998) and had a related loan
     balance of $28,772,000 ($27,301,000 for 1998) with accrued interest of
     $368,000 ($420,000 for 1998).

   During 1999, the Company made certificate reserve provisions of
     approximately $990,000 ($937,000 and $879,000 for 1998 and 1997,
     respectively) and recorded earned interest of $1,390,500 ($1,094,400
     and $1,226,200 for 1998 and 1997, respectively), both, pertaining to
     the affiliate's certificates and loans.

   The affiliate has borne all operational expenses of the Company, other
     than those set forth in the statements of income.



<PAGE>



Item 9.    Changes in and Disagreements With Accountants on Accounting and
           Financial Disclosures


NONE


<PAGE>



                                    PART III

Item 10.  Directors and Executive officers of the Registrant

<TABLE>
<CAPTION>
     Name
   Directors                                     Age                Position with registrant
-----------------------                          ---                ------------------------
<S>                                               <C>                                               <C> <C>
William C. Gow                                    69       Chairman of Board of Directors from July 14, 1980
                                                           to present

Edward J. Martin                                  62       Director since February 6, 1976

Marcie Gow Pajolek                                42       Vice President since August 8, 1991.  Director
                                                           since December 17, 1998.

Each director's present term of office expires March 1, 2000.


Executive Officers
-----------------------
William C. Gow                                    69       Chairman of Board of Directors from July 14, 1980
                                                           to present.  President since July 28, 1998.

Lucia Leone                                       41       Secretary since December 17, 1998.

Marcie Gow Pajolek                                42       Vice President since August 8, 1991


Business Experience
-----------------------
William C. Gow

         Chairman of Huntoon Hastings Capital Corp. from August 1992 to July 1997 and First
         Sentinel Securities, Ltd. From July 1980 to present.


Marcie Gow Pajolek

         Vice President of Association for Investment in United States Guaranteed Assets, Inc. from
         August 1991 to present.


Lucia Leone

         Secretary of Association for Investment in United States Guaranteed Assets, Inc. since
         December 1998.
</TABLE>


<PAGE>



                              PART III (CONTINUED)


Business Experience (Continued)
-------------------------------
Edward J. Martin

         Practicing attorney of the law firm of Stroock & Stroock & Lavan, LLP
         from June 1997 to present.

Item 11. Executive Compensation

(a)      Executive Compensation

The following table lists all compensation paid or accrued by the Company to its
chief executive officer and vice president for each of the three years in the
period ended December 31, 1999. No other executive officers of the Company
received annual salary or bonus during this period.

                           SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
                                                              Annual Compensation
                                                              -------------------
                                                                             Other Annual
       Name and Principal Position           Year         Salary             Compensation
---------------------------------------     ------        -------            ------------
<S>                                          <C>          <C>                     <C>
Marcie Gow Pajolek                           1999         $45,479                 $2,000
                                             1998          45,480                 $2,000
                                             1997          49,269                   None

</TABLE>

Other annual compensation is directors' fees

(b)      Compensation of Directors

All directors of the Company are paid an annual fee, which for 1999 was $2,000
per director.

         (2)  All Officers and Directors.  All officers and directors of the
              registrant as a group, stating the number of persons in the group
              without naming them.


                                                             Salaries, Fees
                Number               Capacities             Directors' Fees,
              of Persons              in Which                Commissions
               in Group                Served                 and Bonuses
              ----------              --------               ------------
                   3                  Director                  $ 6,000
                   1                  Officer                    45,479


<PAGE>



                              PART III (CONTINUED)


(b)      Incentive and compensation plans and arrangements.

None


(c)      Stock purchase plans, profit-sharing and thrift plans.

None

Item 12.  Security Ownership of Certain Beneficial Owners and Management.

The registrant has authorized and issued 250,000 shares of common stock, 1.00
par value, which are owned entirely by its parent, Gow Holdings, Inc., 9 Old
Kings Highway South, Darien Connecticut 06820.

                  (1)                      (2)                    (3)

               Title of                Beneficially             Percent
                 Class                    Owned                 of Class
                -------                ------------            ---------
      Common Stock, no par value         250,000                  100%

Item 13.  Certain Relationships and Related Transactions.

For related party information, refer to Note 5 of the Notes to Financial
Statements.


<PAGE>

                                     PART IV



Item 14.  Exhibits, Financial Statement Schedules and Reports on Form 8-K

(a)      1.Financial Statements included in Part II, Item 8, of this report:

           Independent Auditor's Report
           Balance Sheets, December 31, 1999 and 1998
           Statements of Income, Years Ended December 31, 1999, 1998 and 1997
           Statements of Retained Earnings, Years Ended December 31, 1999, 1998
           and 1997
           Statements of Cash Flows, Years Ended December 31, 1999, 1998
           and 1997

(a)   2.   Financial Statements Schedules:

           Independent Auditor's Report on Financial Statement Schedule
           Schedule VI - Certificate Reserves

All other schedules are omitted because they are not applicable or the required
information is shown in the financial statements or the notes thereto.

(a)   3.  Exhibits

          3 - Articles of Incorporation of By-Laws.

           The articles of incorporation and by-laws, incorporated by
           reference, were previously filed as an exhibit to Form N-8B-4
           filed on March 13, 1975, as amended on May 29, 1975.

           - Series 28 Prospectus dated July 23, 1999

(b)   Reports on Form 8-K

                  NONE


<PAGE>



          Independent Auditors' Report on Financial Statement Schedule


Board of Directors and Security Holders
Association for Investment in United States
Guaranteed Assets, Inc.


Our audit was made for the purpose of forming an opinion on the basic financial
statements taken as a whole. The supplemental schedule VI is presented for
purposes of complying with the Securities and Exchange Commission's rules and is
not a part of the basic financial statements. This schedule has been subjected
to the auditing procedures applied in our audit of the basic financial
statements and, in our opinion, is fairly stated in all material respects in
relation to the basic financial statements taken as a whole.


Bridgeport, Connecticut              Dworken, Hillman, LaMorte & Sterczala, P.C.
March 1, 2000



<PAGE>

                           ASSOCIATION FOR INVESTMENT
                    IN UNITED STATES GUARANTEED ASSETS, INC.

                       SCHEDULE VI - CERTIFICATE RESERVES
                                December 31, 1999



<TABLE>
<CAPTION>
           Description                        Balance, January 1, 1999                          Additions               Deductions
-------------------------------   -------------------------------------------   --------------------------------------  ----------
                      Yield to     Number of                                                                             Number of
                    Maturity on    Accounts                                                    Reserve         Cash      Accounts
                     an annual       With            Amount of                   Charge to   payments by     Surrender     With
                      Payment     Certificate        Maturity      Amount of    Profit and   Certificate     Prior to   Certificate
    Series            Basis         Holders           Value        Reserves        Loss        Holders       Maturity     Holders
 --------------     ----------    -----------         -------     ----------    -----------    --------     ----------   ---------
<S>      <C>                              <C>      <C>           <C>            <C>         <C>
Paid up
  certificate -
  Series 28                            226          $34,399,980   $31,328,352    $1,249,086      $             $             208
Installment
  basis -
  Series 28I                             1                9,480         7,763           490                                    1
Additional
  credits:
  Series 28                            N/A                          4,367,900        17,221                                  N/A
  Series 28I                           N/A                              3,289            31                                  N/A
                                    ------          -----------   -----------    ----------      -------      --------   -------
                                       227          $34,409,460   $35,707,304    $1,266,828      $            $              209
                                    ======          ===========   ===========    ==========      =======      ========   =======

</TABLE>


<PAGE>
[RESTUBBED]

<TABLE>
<CAPTION>
                        Balance, December 31, 1999
                     -------------------------------


                       Amount of
                       Maturity           Amount of
    Series               Value            Reserves
 --------------       -----------        -----------
<S>      <C>          <C>                <C>
Paid up
  certificate -
  Series 28           $34,399,980        $32,577,438
Installment
  basis -
  Series 28I                9,480              8,253
Additional
  credits:
  Series 28                   N/A          4,385,121
  Series 28I                  N/A              3,320
                      -----------        -----------
                      $34,409,460        $36,974,132
                      ===========        ===========

</TABLE>




<PAGE>

                                   SIGNATURES



Pursuant to the requirements of Section 30(a) and (c) of the Investment Company
Act of 1940 and pursuant to Section 15(d) of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.



                                           Date:
                                                ----------------------------

                                              ASSOCIATION FOR INVESTMENT IN
                                           UNITED STATES GUARANTEED ASSETS, INC.




                                                 --------------------------
                                                         Registrant


                                                 --------------------------
                                                     William C. Gow, III
                                                          President



Pursuant to the requirements of the Investment Company Act of 1940 and pursuant
to the Securities and Exchange Act of 1934, this report has been signed below by
the following persons on behalf of the registrant and in the capacities and on
the dates indicated.



By:                                Director          Date:   March    , 2000
    ----------------------------                        -----------------


By:                                Director          Date:   March    , 2000
    ----------------------------                        -----------------


By:                                Director          Date:   March    , 2000
    ----------------------------                          -----------------