THE BEA FAMILY
                               THE RBB FUND, INC.
                           PORTFOLIO MANAGER'S LETTER
                               FEBRUARY 28, 1995
                       BEA INTERNATIONAL EQUITY PORTFOLIO
                                                                  April 19, 1995
Dear Shareholder:

    We  are pleased to report on the performance of the BEA International Equity
Portfolio for the six months ended February 28, 1995. The net asset value  (NAV)
of  the Portfolio  as of  February 28, 1995  was $16.46,  compared to  an NAV of
$20.73 at August 31, 1994. As  a result, the Portfolio's total return  (assuming
reinvestment  of distributions  of $.6558  per share)  for the  six-month period
declined 17.69%. In comparison,  the MSCI EAFE Index  declined 7.95% during  the
same  period. Since the inception of the Portfolio on October 1, 1992, its total
return (assuming  reinvestment of  dividends  and distributions)  has  increased
17.41% versus 32.61% for the index during the same period.

MARKET COMMENTARY

    During  the first  quarter of  1995, the  predominant characteristic  of the
global capital marketplace appeared  at times to  be its unpredictability.  Over
the  past few months,  newspapers have seemed  to contain new  doses of bad news
virtually every week. The  destructive and tragic earthquake  in one of  Japan's
most  important cities; the sudden collapse  of the venerable Barings investment
bank due  to trading  losses; the  dramatic decline  in the  value of  the  U.S.
dollar;  and the ongoing deterioration of the Mexican economy and Latin American
markets in general  -- all of  these combined to  paint a picture  of chaos  and
dissolution.

    It  is our  view, however, that  things are not  nearly so bad  as they have
seemed. While the past three months have been difficult ones in several  markets
- --  particularly in Latin American and in  Japan -- there have also been several
bright spots, and it appears to us that skies are beginning to clear even in the
more troubled  markets. As  we enter  the second  quarter, we  believe that  the
outlook  is  a relatively  benign one.  As we  have often  argued, bad  news and
pessimistic moods often conceal exciting investment opportunities. The long-term
investor who keeps his wits about him is well-positioned to reap the benefits.

    It is  perhaps worthwhile  in this  context to  briefly discuss  the  actual
market  effects of the seemingly cataclysmic events of the last three months. In
almost every case,  the capital markets  have displayed unexpected  adaptability
and  flexibility, taking only hours or days to shake off what initially appeared
to be shattering blows. Even in the situations where the impact of bad news  has
been  more significant -- the Mexican debacle  and the collapse of the dollar --
we believe that markets are  now beginning to show  signs of recovery from  what
will,  in  historical  terms, appear  to  be overreactions  of  relatively brief
duration.

    The Kobe earthquake,  which rocked  western Japan  early on  the morning  of
January 17th, caused massive loss of life and property damage in the billions of
dollars.  On a  short-term basis  at least,  this changed  the Japanese economic
picture.  The  quake  caused  severe  damage  to  crucial  segments  of  Japan's
transportation infrastructure; Kobe is the country's second largest seaport, and
is  an  important hub  for  freight transport  not only  to  and from  Japan but
throughout the northern Pacific  region. In addition, the  damaged region is  an
important  center for road  and rail transport  within Japan, as  it lies at the
nexus of the  eastern and  western regions of  the country.  Without doubt,  the
quake  resulted in a minor interruption in Japan's burgeoning economic recovery,
although the economy has displayed impressive flexibility in adapting to changed
conditions. The  Japanese  equity  market, meanwhile,  dropped  sharply  in  the
immediate  aftermath of the  earthquake, but within  a week had  returned to its
previous level (from where it resumed the more gradual decline that we have seen
throughout the quarter).

    The shocking collapse  of Barings  had a similar,  extremely limited  effect
upon  the global markets. Because the trading  strategy that blew up in the face
of Barings' "rogue  trader" involved futures  on the Japanese  stock index,  the
impact  of the scandal  was most powerfully  felt in the  Japanese market, which
experienced a burst  of short-term  volatility, which was  largely technical  in
nature.  Nothing about this scandal or its  aftermath had any meaning at all for
the fundamentals of Japan's economy. Rather, the market sold off (it was down by
3.8% on the day after the Barings  news broke) as a result of investor  concerns
about  negative market impact as Barings' multi-billion dollar futures positions
were unwound. Once again, the market quickly put this crisis behind it, and  the
Japanese  market  returned  to  more  normal levels  of  volatility  and  to its
medium-term pattern of gradual decline.

                                       1

                                 THE BEA FAMILY
                               THE RBB FUND, INC.
                    PORTFOLIO MANAGER'S LETTER--(CONTINUED)
                               FEBRUARY 28, 1995

    The dramatic moves we saw during the quarter in the value of the U.S. dollar
against other major currencies is an  issue of greater long-term concern.  Since
the  beginning of the year,  only a handful of  currencies have weakened against
the U.S. dollar --  and with the  exception of the  Italian lira and  Australian
dollar  all of those were emerging market  currencies. The Yen, the Swiss franc,
and the currencies of the Deutschemark bloc all strengthened by between 10%  and
16% against the U.S. unit during the quarter. As our readers are well aware, the
cycle  of U.S. dollar weakness has been  longer and deeper than virtually anyone
anticipated. It was only  the middle of  last year, after  all, that the  dollar
first  slid below the 100 yen level, a barrier that at the time appeared to have
a great psychological significance for the foreign exchange market. In the first
two months  of  1995,  the dollar  continued  to  decline against  the  Yen  and
Deutschemark,  but at a  relatively leisurely pace. During  the week of February
27th, however, it went  into a freefall, each  day hitting new historical  lows.
From  an opening rate of just over 96 Yen  to the dollar, the U.S. unit found no
support in the  market until it  had fallen by  week-end to under  90.5, and  it
hovered just under 90 Yen for the next couple of weeks.

    Toward  the end of March,  however, the market was  taken by surprise as the
German central  bank announced  a  half-point reduction  in two  key  short-term
interest  rates. Their purpose, it seems clear, was to reduce the attractiveness
of the Deutschemark to investors and shore up the value of the U.S. dollar.  The
reaction  of investors to  this unexpected move  was mixed. To  some, the weaker
mark would provide a much-needed boost to the German economy, while others  sold
on  the  fear  the  Bundesbank's  new  policy  signified  a  relaxation  of  its
traditionally  strong  anti-inflation  stance.  The  foreign  exchange   market,
meanwhile, has not responded as the Bundesbank hoped. While the dollar did spike
briefly in the immediate aftermath of the announcement, within hours speculation
began  to focus on the Japanese  and U.S. central banks. On  the last day of the
month, Japan disappointed investors  by failing to follow  the German lead,  and
indications  were that the  Federal Reserve was  not likely to  raise U.S. rates
either. At the close of March, therefore,  the U.S. dollar was in collapse  once
again, falling below the 85 Yen level at the time of writing.

    The  wild volatility of the global foreign exchange market is, we believe, a
product more of speculative  currency trading than  of economic fundamentals  or
world  trade flows. So far -- to a certain extent, at least -- investors seem to
agree with this view. Most striking has been the continued optimism of the  U.S.
equity  market.  In  Japan, on  the  other hand,  the  market has  taken  a less
optimistic tone.  Investors  there  remain concerned  that  the  unexpected  and
unprecedented  strength of the Yen will place a significant level of pressure on
the Japanese economic recovery. Lost amidst this wave of bearishness is the fact
that the Japanese recession is now  clearly over, the economy continues to  grow
at  a slow but steady pace, interest  rates have declined by approximately 1% so
far in  1995,  and  none of  Japan's  difficulties  this year  have  caused  any
appreciable  deterioration  of  the  economic fundamentals.  At  the  same time,
continued political gridlock, an overly  regulated economy, and the strength  of
the Yen do inject some risk into a generally positive scenario. In sum, however,
our view on Japan is positive: while underweight relative to the EAFE Index, our
allocation  is  high  in the  context  of  BEA's historical  allocations  to the
Japanese market.

    For some time, we have not seen any particularly compelling values among the
European markets, and  we are  underweight in  every major  country but  France.
While  Europe has now emerged from its long  recession, we believe that it is in
for a period  of slow and  unexciting growth. The  U.K. was the  only market  in
Europe  to finish  the first  quarter with  a positive  return. In  general, the
U.K.'s generally  strong performance  reflects investor  approval of  the  Major
government's  anti-inflationary stance. We  are not bullish  on the prospects of
this market in the medium to long term, however, as it appears likely to us that
political pressures will  cause the  government's current  fiscal discipline  to
dissipate  in relatively short order. The German  market, on the other hand, may
finally be on  the verge of  recovery from a  year-long slump. While  valuations
remain  fairly full  and the  strong Deutschemark  remains a  potential crimp on
exports, we believe that  the recent surprise  reduction in short-term  interest
rates may provide the necessary spark for accelerated earnings growth.

    The most momentous crisis of 1995 has been the collapse of the Mexican peso,
and  its wide-ranging repercussions throughout the emerging markets. In our last
letter to you, at the beginning of the year, we outlined the development of  the
Mexican  crisis in some detail.  As you know, in  the months since the situation
got significantly worse before, in the  second half of March, beginning to  show
signs of getting

                                       2

                                 THE BEA FAMILY
                               THE RBB FUND, INC.
                    PORTFOLIO MANAGER'S LETTER--(CONTINUED)
                               FEBRUARY 28, 1995
better.  When we  last reported  to you,  it appeared  that Mexico's  market was
showing signs of  stabilizing in  the wake  of President  Clinton's $52  billion
international credit package to save the Mexican economy. The basic framework of
this package was structured during the last few days of January, as the value of
the  peso continued to plummet and the  Mexican government appeared to be on the
verge of default. Much of the month of February, however, was taken up with  the
details  of the plan,  and a final  agreement was reached  between U.S. Treasury
Secretary Robert Rubin and Mexican Finance Minister Guillermo Ortiz only at  the
end  of the month. Already  in the immediate aftermath  of the agreement we have
seen Mexican  interest rates  soar to  nearly 100%.  The strong  Mexican  equity
market  during the second half of March  (in fact, Mexican stocks were among the
best performing in the world -- in local currency terms -- last month) seems  to
signify  a growing investor confidence  in the Zedillo administration's economic
stabilization plan. While  many questions remain  open -- particularly  Mexico's
ability  to steady  its economy  in the  context of  free-floating peso  -- some
investors appear to believe  that equity valuations  are now attractive  despite
Mexico's  poor  economic  prognosis  (a  painful  recession  combined  with high
inflation) for the remainder of 1995.

    The impact of this crisis upon the rest of Latin America has been  profound.
Argentina and Brazil have had particular problems: foreign investors account for
a large portion of the trading in each market, and both economies bear a certain
similarity  --  if only  superficially  -- with  that  of Mexico.  Argentina has
suffered particularly  from  comparisons with  Mexico,  and rumors  of  imminent
default  or devaluation have periodically swirled through the market. We believe
strongly that  Argentina is  not  another Mexico,  and  the performance  of  the
Argentine  market during March is particularly encouraging in this regard. After
stock indices hit four-year lows early in the month, the market has rebounded by
nearly 50%, on  the back  of rising confidence  in the  government's efforts  to
shield  the economy from  Mexican fallout. Brazil,  at the same  time, has taken
steps indicating that the government is willing to risk some short-term increase
in inflation  in exchange  for bringing  down the  current account  deficit.  We
continue  to expect Brazil to be the market in which we will make the most money
- -- worldwide -- over the next five years.

    The immediate effects of the peso's collapse hit markets far beyond Mexico's
Latin American neighbors. Last December and into January, virtually all emerging
markets declined  sharply as  liquidity  evaporated from  the marketplace  in  a
general  flight  to  quality.  During  February,  however,  we  began  to  see a
significant divergence  of returns  between markets  in Latin  America --  which
continued  to suffer  -- and the  Asian markets, which  recovered strongly. Most
Asian stock markets gained back much or  all of their January losses. Hong  Kong
and  Malaysia  (two of  the Fund's  largest  positions in  the region)  were the
leaders for the quarter. Looking forward, within the region we are  particularly
bullish  on Hong Kong, a  market that we believe  is very attractively valued at
present. We believe  that Hong Kong  has set off  on what could  be an  extended
rally, in the wake of a dramatic year-long decline.

PERFORMANCE REPORT

    The   first  quarter  was  another  disappointing   period  for  us  in  the
international equity markets.  As you  know, BEA  takes a  top-down approach  to
international  equity  management.  Generally, therefore,  the  majority  of our
value-added has historically been  derived at the  country allocation level.  We
base  this approach upon the  observation that, in the  medium to long term, the
variability of returns  among countries  is more  significant, as  well as  more
exploitable, than that among stocks within a single country.

    Consistent  with BEA's investment strategy,  our underperformance during the
first quarter of  1995 can be  attributed almost entirely  to top-down  factors,
particularly  to our significant  diversification of the  Fund into the emerging
markets. This strategy has been very successful for BEA's clients over the  past
several  years,  but since  early  1994 has  been  an overall  detriment  to our
performance.

    While our commitment to the  emerging markets clearly cost us  significantly
in the Fund's returns, we believe strongly that this strategic bet will be a key
to  long-term outperformance  for our  clients. Despite  the dizzying  levels of
volatility that  we have  seen in  the emerging  markets over  the past  several
months,  we believe that these markets  remain an extremely attractive long-term
investment. While the economic fundamentals  have changed in certain markets  --
most  notably  in  Mexico  --  much of  the  selling  pressure  that  has driven

                                       3

                                 THE BEA FAMILY
                               THE RBB FUND, INC.
                    PORTFOLIO MANAGER'S LETTER--(CONTINUED)
                               FEBRUARY 28, 1995
markets down has borne little relationship to economic reality. We believe that,
over the  medium to  long term,  the emerging  equity markets  will continue  to
outperform  the developed markets by a  substantial margin throughout the 1990s.
This projection is based on both  macroeconomic and capital markets factors.  We
expect  the growth rate of  developing economies to continue  to outpace that of
the developed countries, and we believe  that high economic growth has and  will
continue to correlate with relatively high equity market returns.

    Despite  a preponderance  of negative  news in  the past  several months, we
believe that international  investment opportunities for  the remainder of  1995
are  as attractive as  they have been  for some time.  We encourage investors to
maintain a long-term  perspective, as we  do. It has  been our observation  that
markets  driven down  by excessive pessimism  (even panic) are  the markets that
often present the most compelling values.

ORGANIZATIONAL DEVELOPMENTS

    During  the  first  quarter  of  1995,  there  have  been  several  positive
developments  at BEA, on  which we would  like to bring  you up to  date. In the
international equity area, early this year Margaret Kendall decided to leave BEA
in order  to  pursue  other  opportunities. We  are  pleased  to  announce  that
portfolio  management in the Pacific  Rim markets has been  taken over by Steven
Swift, who joins BEA with the title of Managing Director. Steven has focused  on
the  emerging markets  of Southeast Asia  and the  Pacific Rim for  more than 20
years. Prior  to  joining BEA,  he  spent three  years  at Credit  Suisse  Asset
Management in London, where he was Head of Global Equities and portfolio manager
for  the CS  Tiger Fund,  one of  the largest  and most  successful mutual funds
specializing in Southeast Asian equities. For the previous 15 years, he was with
Wardley Investment Services, a Hong Kong-based  subsidiary of the Hong Kong  and
Shanghai  Bank, where he was a Managing Director for regional funds. In 1990, he
was nominated as  "The Leading  Global Money Manager"  in a  survey by  Barrons.
Steven  brings  to  BEA  an  unparalleled depth  and  breadth  of  knowledge and
experience in the markets of Southeast Asia and the Pacific Rim, and we are very
excited to have him aboard.

    Also during  the  first  quarter,  BEA  announced  that  our  firm  will  be
integrating the U.S. operations of CS First Boston Investment Management, a move
that  will  significantly  expand  the  size and  scope  of  BEA's  fixed income
management activities. While  this will  have no  impact upon  the personnel  or
investment  strategy for international equity accounts,  we believe that it is a
very  positive   step   forward  in   our   development  as   a   multi-product,
globally-oriented investment management business.

    In  conclusion,  we very  much appreciate  the trust  that our  clients have
placed in us, and we greatly value our relationship with you. Again, if you have
questions or concerns that were not  addressed in this letter, please feel  free
to be in touch with us at any time.

Sincerely yours,

BEA International Equities Team

Emilio Bassini, Managing Director
Piers Playfair, Managing Director
Steven D. Bleiberg, Vice President
Steven Swift, Managing Director

                                       4

                                 THE BEA FAMILY
                               THE RBB FUND, INC.
                    PORTFOLIO MANAGER'S LETTER--(CONTINUED)
                               FEBRUARY 28, 1995

                       BEA INTERNATIONAL EQUITY PORTFOLIO

  COMPARISON OF CHANGE IN VALUE OF $10,000 INVESTMENT IN THE BEA INTERNATIONAL
                    EQUITY PORTFOLIO AND THE MORGAN STANLEY
      COMPOSITE INDEX EAFE FROM INCEPTION 10/1/92 AND AT EACH QUARTER END.

                              
  AVERAGE ANNUAL TOTAL RETURN
    One Year                         (17.85)%
    From Inception                     6.44%



EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC



              BEA         MSCI
                 
10/1/92      $ 10,000    $ 10,000
11/30/92        9,685       9,571
2/28/93         9,906       9,918
5/31/93        11,218      12,062
8/31/93        12,159      12,962
11/30/93       12,120      11,928
2/28/94        13,783      13,841
5/31/94        12,999      13,735
8/31/94        13,891      14,405
11/30/94       13,080      13,732
2/28/95        11,323      13,258


Note: Past performance is not predictive of future performance.

                                       5

                                 THE BEA FAMILY
                               THE RBB FUND, INC.
                    PORTFOLIO MANAGER'S LETTER--(CONTINUED)
                               FEBRUARY 28, 1995
                     BEA EMERGING MARKETS EQUITY PORTFOLIO
                                                                  April 19, 1995
Dear Shareholder:

    We  are pleased  to report  on the performance  of the  BEA Emerging Markets
Equity Portfolio for the six months ended February 28, 1995. The net asset value
(NAV) of the Portfolio as of February 28, 1995 was $15.92 compared to an NAV  of
$24.58  at August 31, 1994. As a  result, the Portfolio's total return (assuming
reinvestment of  dividends  and  distributions  of $.9911  per  share)  for  the
six-month  period declined 31.91%. In comparison, the MSCI Emerging Markets Free
Index declined  24.61%  during the  same  period.  Since the  inception  of  the
Portfolio  on  February  1, 1993,  its  total return  (assuming  reinvestment of
dividends and distributions) increased 13.47% versus 37.65% for the index during
the same period.

MARKET COMMENTARY

    The dominant factor in the performance of emerging equity markets  worldwide
so  far 1995  has been the  collapse of  the Mexican peso,  and its wide-ranging
repercussions. In our  last letter  to you,  at the  beginning of  the year,  we
outlined  the development of the Mexican crisis  in some detail. As you know, in
the months since, the  situation got significantly worse  before, in the  second
half  of March, beginning to show signs of getting better. When we last reported
to you, it appeared that Mexico's market was showing signs of stabilizing in the
wake of President Clinton's $52 billion international credit package to save the
Mexican economy. The basic framework of  this package was structured during  the
last  few days of January, as the value of the peso continued to plummet and the
Mexican government appeared to be on the verge of default. Much of the month  of
February,  however,  was taken  up with  the details  of the  plan, and  a final
agreement was reached between U.S.  Treasury Secretary Robert Rubin and  Mexican
Finance  Minister Guillermo Ortiz only at the end  of the month. In the end, the
Mexicans were compelled to  hand over to the  U.S. substantial control over  the
future direction of their economy. Perhaps the most important provision, from an
economic  point  of view,  was  the requirement  that  the Mexicans  maintain --
whatever the cost -- an extraordinarily tight monetary policy in order to  limit
the  inflationary effects of the peso crisis.  In the aftermath of the agreement
we have seen Mexican interest rates soar to nearly 100%.

    It appears the finalization of this rescue package may have signaled a  turn
in  the  right  direction, but  it  is  clearly only  a  beginning.  The Mexican
financial markets are still  in the grips  of a two-headed crisis  -- a lack  of
investor  confidence in the consistency and competence of government policy, and
worries over the economic impact of the crisis. The strong equity market  during
the second half of March (in fact, Mexican stocks were among the best performing
in  the world  -- in  local currency  terms --  last month)  seems to  signify a
growing  investor   confidence   in  the   Zedillo   administration's   economic
stabilization  plan. While many  questions remain open  -- particularly Mexico's
ability to  steady its  economy in  the context  of free-floating  peso --  some
investors  appear to believe  that equity valuations  are now attractive despite
Mexico's poor  economic  prognosis  (a  painful  recession  combined  with  high
inflation)  for the remainder of 1995.  Meanwhile, the freakish political events
we have  witnessed in  recent  weeks --  the  pseudo-exile of  former  President
Salinas  following the arrest  of his brother in  a political assassination plot
which was in turn allegedly covered up by the victim's own brother, who was  the
government's chief investigator -- have, if anything, redounded to the political
benefit of President Zedillo. Zedillo has effectively used this political crisis
to  solidify  his image  as  a reformer  seeking  to uncover  and  eliminate PRI
corruption whatever the cost.

    The impact of this crisis upon the rest of Latin America has been  profound.
The  extent to which markets  have declined in sympathy  to Mexico's has largely
depended upon two variables, which, as it turns out, often go hand in hand.  The
first is the importance, within each market, of foreign investors, which depends
upon  both the domestic  savings rate and the  restrictions imposed upon foreign
investment. As  Mexico's troubles  have  sucked liquidity  out of  the  emerging
markets,  the BOLSAS  that are dominated  by foreigners  feel substantially more
selling pressure than those where  domestic investors control the  preponderance
of  shares. The second factor is the country's similarity, in economic terms, to
Mexico. Of the major  regional markets, the chief  beneficiary of this  calculus
has been Chile, where the savings rate is

                                       6

                                 THE BEA FAMILY
                               THE RBB FUND, INC.
                    PORTFOLIO MANAGER'S LETTER-- (CONTINUED)
                               FEBRUARY 28, 1995
high,  foreign investment is strictly regulated,  the currency is fairly valued,
the current account balance is healthy, and economic reform has been a  sterling
success. As a result, Chilean equities have seen relatively little diminution of
value since last December 19th. In contrast, Argentina and Brazil have problems,
in  varying degrees, with both variables.  Foreign investors account for a large
portion of  the  trading in  each  market, and  both  economies bear  a  certain
similarity  --  if only  superficially  -- with  that  of Mexico.  Argentina has
suffered particularly  from  comparisons with  Mexico,  and rumors  of  imminent
default  or devaluation periodically swirled through the market during the first
quarter.

    We  believe  strongly  that  Argentina  is  not  another  Mexico,  and   the
performance  of the Argentine market during March is particularly encouraging in
this regard.  After stock  indices hit  four-year lows  early in  the month,  by
quarter-end the market has rebounded by approximately 45%, on the back of rising
confidence  in  the  government's efforts  to  shield the  economy  from Mexican
fallout. Most important was an agreement with the IMF to provide $2.8 billion in
new credits, which effectively removed the shadow of potential devaluation,  and
a  strong program  to shore up  the ailing  banking system. Brazil,  at the same
time, has taken  steps indicating that  the government is  willing to risk  some
short-term  increase  in inflation  in exchange  for  bringing down  the current
account deficit. We continue to expect Brazil to be the market in which we  will
make the most money -- worldwide -- over the next five years. In the short term,
however,  we  are  concerned  that  we  have  not  seen  much  progress  in  the
implementation of Mr. Cardoso's campaign promises on constitutional reforms. The
market has clearly reacted adversely to this. Foreign investors, we believe, are
waiting to see substantial progress before becoming buyers of Brazil. Until this
happens, the market is likely to have lackluster performance.

    The immediate effects of the peso's collapse hit markets far beyond Mexico's
Latin American neighbors. Last December and into January, virtually all emerging
markets declined  sharply as  liquidity  evaporated from  the marketplace  in  a
general  flight  to  quality.  During  February,  however,  we  began  to  see a
significant divergence  of returns  between markets  in Latin  America --  which
continued  to suffer  -- and the  Asian markets, which  recovered strongly. Most
Asian stock markets gained back much or  all of their January losses. Hong  Kong
and  Malaysia  (two of  the Fund's  largest  positions in  the region)  were the
leaders for the quarter. Looking forward, within the region we are  particularly
bullish  on Hong Kong, a  market that we believe  is very attractively valued at
present. We believe  that Hong Kong  has set off  on what could  be an  extended
rally,  in  the wake  of a  dramatic  year-long decline.  At current  prices, we
perceive considerable value in the Hong Kong market, which is currently  trading
at  P/Es  of approximately  10.5 times  forward earnings  and 12  times 12-month
trailing earnings. The current  valuation, at the bottom  third of its  historic
range,  represents  a  significant discount  relative  to other  markets  in the
region.

    Prospects for the Hong  Kong market (and, to  some extent, other markets  in
the region) hinge on three factors: sentiment in the local property market, U.S.
interest  rates, and political and economic  developments in China. The property
market (in which we  have not had  a substantial position  in the Fund)  appears
finally  to have bottomed out. Any short-term  fears of rates continuing to rise
in the U.S. will likely cause  a near-term hiccup, which would probably  subside
in  the medium term. However,  a more stable interest  rate environment or lower
interest rates in  the future would  provide a significant  benefit to  earnings
growth  in Hong Kong. Additionally, the  likely strengthening of the U.S. dollar
over the next 18 to 36 months should benefit Hong Kong's economy. The  political
risks  in China -- with  Deng's death expected in  the not-too-distant future --
are well known. For some time,  market performance throughout the entire  region
has been stunted to some extent by concerns over the economic effects of a power
struggle  in the Chinese leadership. At  current valuations, however, we believe
that the overall  picture is  an appealing one  for the  long-term investor:  we
believe that it is and will remain in China's interest to maintain the viability
of Hong Kong as a gateway to its capital-starved economy.

    The  rest of the region remains primarily a story of dramatic and continuing
economic growth. In general, economies in Asia are well-managed, are growing  at
a  steady rate, and  continue to produce strong  and consistent earnings growth.
While there  exist certain  risks to  this scenario  -- either  a resumption  of
rising  U.S. rates or an  economic slowdown in the  U.S. would reduce our growth
expectations for  the  Asian economies  --  we believe  that  the picture  is  a
generally  positive one. Within  the region, our  overweight positions currently
are in Hong Kong and Singapore.

                                       7

                                 THE BEA FAMILY
                               THE RBB FUND, INC.
                    PORTFOLIO MANAGER'S LETTER-- (CONTINUED)
                               FEBRUARY 28, 1995

PERFORMANCE REPORT

    The first quarter was  another disappointing period for  us in the  emerging
equity  markets.  As  you  know,  BEA  takes  a  top-down  approach.  Generally,
therefore, the majority of our value-added has historically been derived at  the
country  allocation level. We  base this approach upon  the observation that, in
the medium to  long term,  the variability of  returns among  countries is  more
significant, as well as more exploitable, than that among stocks within a single
country.

    Consistent  with BEA's investment strategy,  our underperformance during the
first  quarter  of  1995  can   largely  be  attributed  to  top-down   factors,
particularly  to our overweight positions in Mexico and Brazil. In each of those
countries, the local index lost a third  or more of its value during the  course
of the quarter; this had a significant impact upon the performance of the Fund.

    The Fund's performance relative to its benchmark was also hurt by the strong
performance  during the quarter of the South  African market, in which we do not
currently maintain a position. South Africa, which was incorporated in the  MSCI
Emerging Markets Free Index as of March 1995, now has an index weighting of more
than  16%, making  it second  in size  only to  Malaysia. BEA  has followed this
market for the past several years. The head of our International Research  group
is  a South  African national who  has made  two research oriented  trips to the
country since February 1994, at which time we began to be in close touch with  a
wide  variety of analysts and brokers regarding the South African market. In our
portfolios, we do not limit our  investment universe to markets included in  the
benchmark.  Therefore, South Africa's previous  exclusion from the MSCI Emerging
Markets Free Index did not lead  BEA to stay out of  the country as a matter  of
policy.  Over the past couple of years, we have at times taken a small amount of
South African  exposure, particularly  in  gold-related stocks.  Similarly,  its
inclusion in the index as of 1995 has not caused us to blindly invest there.

    Because country allocation in a portfolio is essentially a zero-sum game, we
focus  on countries that we feel  provide the greatest investment opportunities.
It is our belief that the South African economy needs restructuring. The economy
is still tightly  regulated, exchange  controls are  still in  effect, and  many
inefficient industries are artificially supported by tariffs or other government
programs.  In  addition, the  equity market  is highly  concentrated, relatively
illiquid, tightly  held and  characterized  by a  complex network  of  corporate
cross-holdings.  In short, our view is that South Africa will take a step or two
backward before it becomes an attractive  market for investing. As we  expected,
however,  the inclusion of this market in the major emerging market index caused
a large temporary flow of investment capital into the country, as fund  managers
bid  up prices  in an  attempt to  get index-level  exposure at  any cost. South
Africa's  positive  return   of  3.8%  for   the  quarter  put   it  among   the
best-performing  emerging markets, and our  avoidance of this market contributed
significantly to our underperformance.

    In summary, despite the dizzying levels  of volatility that we have seen  in
the emerging markets over the past several months, we believe that these markets
remain   an  extremely  attractive  long-term  investment.  While  the  economic
fundamentals have changed in certain markets  -- most notably in Mexico --  much
of  the  selling  pressure  that  has  driven  markets  down  has  borne  little
relationship to economic reality. We believe that, over the medium to long term,
the emerging equity markets will continue to outperform the developed markets by
a substantial margin  throughout the  1990s. This  projection is  based on  both
macroeconomic  and  capital  markets  factors.  We  expect  the  growth  rate of
developing economies to continue to outpace that of the developed countries, and
believe that  high economic  growth  has and  will  continue to  correlate  with
relatively high equity market returns.

    Despite  a preponderance  of negative  news in  the past  several months, we
believe  that  investment  opportunities  for  the  remainder  of  1995  are  as
attractive as they have been for some time. We encourage investors to maintain a
long-term perspective, as we do. It has been our observation that markets driven
down  by excessive pessimism (even panic) are the markets that often present the
most compelling values.

                                       8

                                 THE BEA FAMILY
                               THE RBB FUND, INC.
                    PORTFOLIO MANAGER'S LETTER-- (CONTINUED)
                               FEBRUARY 28, 1995

ORGANIZATIONAL DEVELOPMENTS

    During  the  first  quarter  of  1995,  there  have  been  several  positive
developments  at BEA, on  which we would  like to bring  you up to  date. In the
international equity area, early this year Margaret Kendall decided to leave BEA
in order  to  pursue  other  opportunities. We  are  pleased  to  announce  that
portfolio  management in the Pacific  Rim markets has been  taken over by Steven
Swift, who joins BEA with the title of Managing Director. Steven has focused  on
the  emerging markets  of Southeast Asia  and the  Pacific Rim for  more than 20
years. Prior  to  joining BEA,  he  spent three  years  at Credit  Suisse  Asset
Management in London, where he was Head of Global Equities and portfolio manager
for  the CS  Tiger Fund,  one of  the largest  and most  successful mutual funds
specializing in Southeast Asian equities. For the previous 15 years, he was with
Wardley Investment Services, a Hong Kong-based  subsidiary of the Hong Kong  and
Shanghai  Bank, where he was a Managing Director for regional funds. In 1990, he
was nominated as  "The Leading  Global Money Manager"  in a  survey by  Barrons.
Steven  brings  to  BEA  an  unparalleled depth  and  breadth  of  knowledge and
experience in the markets of Southeast Asia and the Pacific Rim, and we are very
excited to have him aboard.

    Also during  the  first  quarter,  BEA  announced  that  our  firm  will  be
integrating the U.S. operations of CS First Boston Investment Management, a move
that  will  significantly  expand  the  size and  scope  of  BEA's  fixed income
management activities. While  this will  have no  impact upon  the personnel  or
investment  strategy for international equity accounts,  we believe that it is a
very  positive   step   forward  in   our   development  as   a   multi-product,
globally-oriented investment management business.

    In  conclusion,  we very  much appreciate  the trust  that our  clients have
placed in us, and we greatly value our relationship with you. Again, if you have
questions or concerns that were not  addressed in this letter, please feel  free
to be in touch with us at any time.

Sincerely yours,

BEA International Equities Team

Emilio Bassini, Managing Director
Piers Playfair, Managing Director
Steven D. Bleiberg, Vice President
Steven Swift, Managing Director

                                       9

                                 THE BEA FAMILY
                               THE RBB FUND, INC.
                    PORTFOLIO MANAGER'S LETTER-- (CONTINUED)
                               FEBRUARY 28, 1995

                     BEA EMERGING MARKETS EQUITY PORTFOLIO

COMPARISON OF CHANGE IN VALUE OF $10,000 INVESTMENT IN THE BEA EMERGING MARKETS
                        EQUITY PORTFOLIO AND THE MORGAN
STANLEY COMPOSITE INDEX-FREE EMERGING MARKETS FROM INCEPTION 2/1/93 AND AT EACH
                                  QUARTER END.

                              
  AVERAGE ANNUAL TOTAL RETURN
    One Year                         (33.90)%
    From Inception                     5.50%



EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC



              BEA         MSCI
                 
2/1/93       $ 10,000    $ 10,000
2/28/93        10,027      10,159
5/31/93        10,815      10,923
8/31/93        12,377      12,443
11/30/93       14,653      14,648
2/28/94        17,078      17,058
5/31/94        14,839      15,724
8/31/94        16,832      18,257
11/30/94       15,879      17,189
2/28/95        11,287      13,765


Note: Past performance is not predictive of future performance.

                                       10

                                 THE BEA FAMILY
                               THE RBB FUND, INC.
                    PORTFOLIO MANAGER'S LETTER--(CONTINUED)
                               FEBRUARY 28, 1995
                      BEA U.S. CORE FIXED INCOME PORTFOLIO
                                                                  April 18, 1995

Dear Shareholder:

    We  are pleased  to report  on the  performance of  the BEA  U.S. Core Fixed
Income Portfolio for the six months ended February 28, 1995. The net asset value
(NAV) of the Portfolio as of February 28, 1995 was $14.57, compared to an NAV of
$14.77 at August 31, 1994. As  a result, the Portfolio's total return  (assuming
reinvestment  of dividends of $.4615 per  share) for the period increased 1.87%.
In comparison, the Lehman Brothers Aggregate Index gained 3.26% during the  same
period.  Since the inception of the Portfolio on April 1, 1994, its total return
(assuming reinvestment of dividends)  has increased 2.04%  versus 5.00% for  the
index during the same period.

MARKET COMMENTARY

    The  strong performance of the U.S. bond market during the first quarter has
reinforced our  view  that the  fixed  income market  environment  fundamentally
changed  late in 1994. As  we discussed in our last  report to you, sentiment in
the bond market throughout most of 1994 was characterized by persistent concerns
about U.S.  inflation. Despite  five short-term  interest rate  hikes,  totaling
1.75%,  from  February through  August, investors  remained unpersuaded  that he
Federal Reserve and the Clinton Administration possessed either the will or  the
capacity  effectively to  resist inflationary  pressures. With  each tightening,
therefore, the bond market responded bearishly, ratcheting up long-term interest
rates in tandem with rates  at the short end of  the yield curve. Volatility  in
the  foreign exchange  market exacerbated  the situation,  as traders  sold U.S.
dollars on their inflation fears, forcing the U.S. and European central banks to
intervene repeatedly in the market to shore up the dollar.

    The effect of the Fed's sixth rate hike of 1994, in mid-November, was  quite
different,  and  we believe  that  it marked  a  significant change  in investor
sentiment. When short-term rates were increased  by 3/4 of a point, the  largest
single  increase since 1981, the capital markets  finally reacted as the Fed had
hoped. Short maturity  bonds sold  off as  one would  expect. More  importantly,
however, longer-term bonds rallied, with the yield on the 30-year bond reverting
to below the 8% level for the first time in several months.

    During  the first  quarter of 1995,  this rally  continued virtually without
interruption. The  Federal  Reserve's  seventh  short-term  rate  hike  in  this
year-long cycle came on the first of February. While long-term rates crept up by
a  few basis points  in the immediate  aftermath of the  Fed's announcement, the
market's recovery was nearly instantaneous. Within a few days, 30-year rates had
returned to the 7.7%  level that they  had reached in  late January, and  yields
then  began  to  move even  lower.  By  quarter-end, U.S.  bonds  had  traded up
significantly, and the yield of the  benchmark 30-year Treasury bond had  fallen
by  nearly 30 additional basis points. At the same time, shorter-term securities
experienced an even more powerful rally. At the time of writing, yields from one
to five years out are all a full point or more below year-end levels. The  yield
curve,  which earlier in the  year was almost perfectly flat  from 2 years to 30
years out,  thus steepened  significantly during  February and  March, with  the
spread  between short  and long-term  instruments expanding  to approximately 80
basis points.

    The improving  tone of  the  U.S. Bond  market appears  to  be a  signal  of
increasing  investor confidence  that inflation will  be kept  under control, an
impression reinforced by recent PPI and  CPI statistics. Economic growth in  the
U.S.  appears to be  slowing, which is  generally regarded as  good news for the
bond market. What is  striking, in this  case, is that this  is occurring in  an
environment  where the  U.S. stock market  is rallying simultaneously  -- in the
first quarter, it has been  the best equity market  anywhere in the world  (with
the  sole exception of Turkey). This suggests that investors are now buying into
arguments that the  U.S. economy  will be  managed into  a "soft  landing" --  a
prolonged  period  of slow  and  steady growth,  avoiding  the twin  pitfalls of
inflation and recession.

    Global bonds (in the  developed world, at least)  tended to follow the  U.S.
market upward during the quarter. As we saw repeatedly during 1994, markets were
characterized  by a general  flight to quality,  a strong flow  of assets out of
countries and securities that appear to be riskier (and thus bear higher yields)
into what are perceived to  be more secure assets.  In Europe, for instance,  we
saw a pronounced

                                       11

                                 THE BEA FAMILY
                               THE RBB FUND, INC.
                    PORTFOLIO MANAGER'S LETTER-- (CONTINUED)
                               FEBRUARY 28, 1995
decline in the continent's weaker markets, particularly Italy, Spain and Sweden.
In  the major markets, however, returns  were relatively strong. At quarter-end,
investors were  taken  by  surprise  as the  German  central  bank  announced  a
half-point  reduction in two key short-term interest rates in an attempt to rein
in the dramatically rallying Deutschemark.

    The movement in the value of the U.S. dollar against other major  currencies
has been striking. Since the beginning of the year, only a handful of currencies
have  weakened against the U.S. dollar --  and with the exception of the Italian
lira and Australian  dollar all of  those were emerging  market currencies.  The
Yen,  the Swiss  franc, and  the currencies  of the  Deutschemark bloc  have all
strengthened by between 11% and 17% against  the U.S. unit so far this year.  As
you  know, the  cycle of U.S.  dollar weakness  has been longer  and deeper than
virtually anyone anticipated. It  was only the middle  of last year, after  all,
that  the dollar first slid below the 100  yen level, a barrier that at the time
appeared to have  a great  psychological significance for  the foreign  exchange
market.

    The wild volatility of the currency market is, we believe, a product more of
speculative  trading  than of  economic fundamentals  or  world trade  flows. So
far--to a certain extent, at least--investors seem to agree with this view. Most
striking has been the  continued optimism of the  U.S. bond and equity  markets.
Some  analysts  have suggested  that the  collapsing dollar  will make  the U.S.
capital markets unattractive to the global pool of investment capital, and  that
capital  flows into the new  "safe harbor" currencies of  Germany and Japan will
cause the current U.S. "bubble" to burst.  This has not occurred, and we do  not
in  fact anticipate that it  will anytime soon. We  believe that the strength of
the U.S.  markets thus  far in  1995 is  largely a  result of  growing  investor
confidence  that the Federal Reserve's year-long  tightening cycle is at or near
its end. So far, at least, it appears that the Fed is not going to be drawn into
supporting the dollar through interest rate  policy, a practice that would  risk
driving the U.S. economy into recession.

    The  ongoing economic crisis  in Mexico continued to  roil the emerging debt
markets during the first quarter.  Throughout this crisis, emerging market  debt
has  displayed significantly higher  levels of volatility than  in a more normal
environment, and the market has been characterized by a strong preponderance  of
sellers over buyers.

    During  the second half of March, however,  we began to see indications that
the market may be turning. The rally, which carried right through to the end  of
the  month, was largely  based upon a  series of positive  developments in Latin
America, all of  which occurred on  or around March  10. Together, these  events
have  done  much to  calm  the crisis  of  confidence that  has  dominated Latin
American markets  for  the  past  three  months.  First,  in  the  wake  of  the
finalization   of  the  $52  billion  rescue  package  by  the  U.S.  and  other
international lenders, Mexico announced more details of a new plan for austerity
and economic restructuring.  The goal  of this program  is for  Mexico to  begin
consuming less and exporting more, so that the economy can live within its means
and  reverse the long  negative trend in  its current account  balance. While we
remain concerned that the floating  peso will make economic stability  extremely
difficult   to  achieve  in  the  short   run,  the  program  appears  generally
well-conceived, and the market has so far viewed it in a positive light.

    At around the same time, the  Argentine and Brazilian governments both  took
steps  to manage the impact of the Mexican situation on their economies. Both of
these countries--and particularly Argentina--have been vulnerable to speculation
that they  could  follow  Mexico  into a  downward  spiral  of  devaluation  and
potential  default. We did not believe that this was likely to occur, and events
in March  have bolstered  our confidence  further. Since  the beginning  of  the
Mexican  crisis,  the Argentines  have taken  steps  to further  dollarize their
economy, restructure the ailing banking  system, raise taxes and cut  government
spending.  Most  recently,  they successfully  concluded  arrangements  with the
International  Monetary  Fund  and  other  multilateral  organizations  for   an
additional  $5 billion in  financing, ensuring that  sufficient reserves will be
available to  maintain  support of  the  peso. Brazil,  meanwhile,  announced  a
controlled  and limited devaluation of the real, along with a series of measures
designed to support the currency within its new trading bonds.

PORTFOLIO REVIEW

    The Fund's position in high-grade  securities is approximately in line  with
that  of the market. This reflects a generally defensive posture in light of the
dramatic flight to quality and liquidity  that has dominated the market for  the
past year or so.

                                       12

                                 THE BEA FAMILY
                               THE RBB FUND, INC.
                    PORTFOLIO MANAGER'S LETTER-- (CONTINUED)
                               FEBRUARY 28, 1995

    We  currently  hold a  position  of approximately  34.8%  in mortgage-backed
securities, including an  overweight position  in 7-year  balloon mortgages.  We
purchased  these securities late in 1994, when  the curve was quite steep at the
short end and dramatically flatter when  one moves out longer than three  years.
Borrowers  were therefore not  well compensated for taking  on the interest rate
risk inherent in balloon mortgages offering interest rates barely below that  of
a  30-year  fixed-rate loan.  A  lack of  borrowers  for this  type  of mortgage
translates into  a  shortage  of  this  sort  of  mortgage-backed  security.  We
anticipated  that investor demand  would soon exceed  supply, resulting in price
appreciation for these securities. This began to occur during the first quarter,
and this position provided a modest enhancement to the Portfolio's returns.

    We are  currently  underweight  in traditional  investment  grade  corporate
bonds,  but have a  significant position in  non-traditional (outside the index)
investment grade  ideas. These  include a  long-standing position  in  perpetual
floating  rate notes issued  in U.S. dollars  by major European  banks. While we
continue to believe that these securities will be long-term outperformers,  they
tend  to underperform during periods when  liquidity is leaving the market. This
occurred during much of 1994, and these holdings continued to contribute  modest
underperformance  during the first quarter (although  they have begun to recover
in early April). We also continue to pursue a municipal bond arbitrage strategy,
designed to benefit from the dramatic  underpricing we perceived in this  sector
in  early 1994. While the technicals did not improve in 1994 as we had expected,
this trade bore  fruit during  the first quarter  of this  year, when  municipal
bonds outperformed Treasuries by a significant margin. At current levels, we are
now looking to unwind this trade over the next several months. We also were able
to  add value  during the  quarter through  opportunistic trading  in high-grade
airline bonds, a sector in which we continue to see value.
    In the below-investment grade sectors, we have a mildly defensive stance  in
U.S.  high yield bonds. This sector has  had a spectacular run of outperformance
over the past  three to  four years, and  we have  concerns that a  turn in  the
market  may be approaching. We therefore  have focused largely on higher quality
issuers within the high-yield sector.
    The emerging market debt  sector, meanwhile, accounts  for virtually all  of
the  Portfolio's underperformance  during the quarter.  While the  events of the
past few months have been jarring for  investors in emerging market debt, it  is
important  to keep several facts in mind. The severe price depreciation that has
affected this entire  sector has  been largely  technical in  nature. While  the
economic fundamentals have indeed changed significantly in Mexico, the losses in
other  markets (in both  Latin American and  other regions) have  been driven by
strong flows  of speculative  capital  out of  the  market into  higher  quality
investments.  At today's prices,  many Brady bonds,  as a result,  are valued at
only a very small multiple of the value of their U.S. Treasury collateral, which
essentially means that  the market is  pricing in  a default risk  that is  well
beyond  the actual danger of default. By virtually any standard, emerging market
debt instruments are valued very attractively at their current levels.
    In summary, looking forward we continue to believe that emerging market debt
and perpetual  floating  rate notes  represent  compelling value,  and  we  will
maintain  our positions in those areas.  Our current weighting in the Government
and Agency sectors is relatively high, and this reflects our desire to  maintain
"dry  powder"  for use  should we  see  weakness in  the corporate  bond market.
Strategies relating to changes in the shape of the yield curve will continue  to
be  modest due to the fact that the yield curve is currently consistent with its
historical shape.

ORGANIZATIONAL DEVELOPMENTS

    During the first quarter  of 1995, there have  been several developments  at
BEA, on which we would like to bring you up to date. BEA recently announced that
our  firm will be integrating the U.S.  operations of CS First Boston Investment
Management, a move  that will  significantly expand the  size and  scope of  our
firm's  fixed income management  activities. CSFB's recognized  strength in high
yield bond management will  complement and enhance  BEA's existing fixed  income
capabilities.  The fact that  our firms have very  similar investment styles and
philosophies will help make the transition  a seamless one, and ensure  absolute
stability  and continuity in the management  of our clients' portfolios. A total
of five fixed income  professionals are joining BEA  from CSFB. The addition  of
these  highly skilled  people will  allow us  to significantly  broaden both the
scope and the depth  of our fixed income  investment management activities,  and
will further BEA's development as a major global asset manager.

                                       13

                                 THE BEA FAMILY
                               THE RBB FUND, INC.
                    PORTFOLIO MANAGER'S LETTER-- (CONTINUED)
                               FEBRUARY 28, 1995

    As  part of this  change, Bob Moore,  who has been  Managing Director of the
Fixed Income  Group,  has been  appointed  Head  of Fixed  Income,  filling  the
position  formerly held by Mark Arnold, who intends to consider other options; a
choice we understand and respect. Mark remains a consultant to BEA, advising  on
future  directions and helping to ensure a smooth transition, until later in the
year. As you may know, Bob has worked closely with Mark for the past eight years
and is intimately  familiar with  our product range  and investment  strategies.
Under  Bob's  stewardship, the  fixed income  team will  continue to  pursue the
investment approach developed at BEA over the past ten years.

    In conclusion,  we very  much appreciate  the trust  that our  clients  have
placed in us, and we greatly value our relationship with you. Again, if you have
questions  or concerns that were not addressed  in this letter, please feel free
to be in touch with us at any time.

    Sincerely yours,

    BEA Fixed Income Management Team

    Robert Moore, Executive Director
    Gregg Dillberto, Managing Director
    Mark Silverstein, Senior Vice President
    Mark Arnold, Special Consultant

                      BEA U.S. CORE FIXED INCOME PORTFOLIO

 COMPARISON OF CHANGE IN VALUE OF $10,000 INVESTMENT IN THE BEA U.S. CORE FIXED
                        INCOME PORTFOLIO AND THE LEHMAN
    BROTHERS AGGREGATE INDEX FROM INCEPTION 4/1/94 AND AT EACH QUARTER END.

                              
  AVERAGE ANNUAL TOTAL RETURN
    From Inception                    2.04%



EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC



            BEA US CORE   LEHMAN BROTHERS
                    
4/1/94             10000             10000
5/31/94          $ 9,913           $ 9,999
8/31/94           10,017            10,188
11/30/94           9,812            10,007
2/28/95           10,204            10,520


Note: Past performance is not predictive of future performance.

                                       14

                                 THE BEA FAMILY
                               THE RBB FUND, INC.
                    PORTFOLIO MANAGER'S LETTER--(CONTINUED)
                               FEBRUARY 28, 1995
                       BEA GLOBAL FIXED INCOME PORTFOLIO

                                                                  April 18, 1995

Dear Shareholder:

    We are pleased to report on the  performance of the BEA Global Fixed  Income
Portfolio  for the six months ended February 28, 1995. The net asset value (NAV)
of the Portfolio  as of  February 28,  1995 was $14.99,  compared to  an NAV  of
$15.00  at August 31, 1994. As a  result, the Portfolio's total return (assuming
reinvestment of dividends of $.4082 per  share) for the period increased  2.72%.
In comparison, the Unhedged JPM Global Government Bond Index gained 5.65% during
the  same period.  Since the inception  of the  Portfolio on June  28, 1994, its
total return (assuming  reinvestment of  dividends) has  increased 2.72%  versus
6.59% for the index during the same period.

MARKET COMMENTARY

    Global  bonds (in the developed  world, at least) tended  to follow the U.S.
market upward during the quarter. The strong performance of the U.S. bond market
during the first quarter  has reinforced our view  that the fixed income  market
environment  fundamentally changed  late in  1994. During  the first  quarter of
1995, the bond rally that began in mid-November of last year continued virtually
without interruption. The Federal Reserve's seventh short-term rate hike in this
year-long cycle came on the  first of February. While long  rates crept up by  a
few  basis  points in  the immediate  aftermath of  the Fed's  announcement, the
market's recovery was nearly instantaneous. Within a few days, 30-year rates had
returned to the 7.7%  level that they  had reached in  late January, and  yields
then  began  to  move even  lower.  By  quarter-end, U.S.  bonds  had  traded up
significantly, and the yield of the  benchmark 30-year Treasury bond had  fallen
by  nearly 30 additional basis points. At the same time, shorter-term securities
experienced an even more powerful rally. At the time of writing, yields from one
to five years out are all a full  point or more below year-end levels. The  U.S.
yield curve, which earlier in the year was almost perfectly flat from 2 years to
30  years out, thus steepened significantly  during February and March, with the
spread between short  and long-term  instruments expanding  to approximately  80
basis points.

    The  improving  tone of  the  U.S. bond  market appears  to  be a  signal of
increasing investor confidence  that inflation  will be kept  under control,  an
impression  reinforced by recent PPI and  CPI statistics. Economic growth in the
U.S. appears to be  slowing, which is  generally regarded as  good news for  the
bond  market. What is  striking, in this case,  is that this  is occurring in an
environment where the  U.S. stock market  is rallying simultaneously  -- in  the
first  quarter, it has been  the best equity market  anywhere in the world (with
the sole exception of Turkey). This suggests that investors are now buying  into
arguments  that the  U.S. economy  will be  managed into  a "soft  landing" -- a
prolonged period  of slow  and  steady growth,  avoiding  the twin  pitfalls  of
inflation and recession.

    In  the  global markets,  as  we saw  repeatedly  during 1994,  markets were
characterized by a general  flight to quality,  a strong flow  of assets out  of
countries and securities that appear to be riskier (and thus bear higher yields)
into  what are perceived to  be more secure assets.  In Europe, for instance, we
saw a pronounced decline in the continent's weaker markets, particularly  Italy,
Spain and Sweden. We anticipate that the expanded spreads between the higher and
lower  quality markets in Europe will begin to narrow to more reasonable levels,
as the liquidity crunch brought on by the Mexican crisis begins to ease. In  the
major  European markets, meanwhile, returns were relatively strong, following on
the strength of  the U.S.  market. Canadian bonds  were also  strong during  the
quarter,  buoyed  by  the  government's submission  of  a  positive  budget. The
Canadian dollar rallied in response, and yield spreads between Canadian and U.S.
bonds narrowed.

    At quarter-end, investors were taken by surprise as the German central  bank
announced  a half-point  reduction in  two key  short-term interest  rates in an
attempt to rein in the dramatically  rallying Deutschemark. The movement in  the
value of the U.S. dollar against other major currencies has been striking. Since
the  beginning of the year,  only a handful of  currencies have weakened against
the U.S. dollar --  and with the  exception of the  Italian lira and  Australian
dollar  all of those were emerging market  currencies. The Yen, the Swiss franc,
and

                                       15

                                 THE BEA FAMILY
                               THE RBB FUND, INC.
                    PORTFOLIO MANAGER'S LETTER-- (CONTINUED)
                               FEBRUARY 28, 1995
the currencies of the Deutschemark bloc have all strengthened by between 11% and
17% against the  U.S. unit  so far this  year. As  you know, the  cycle of  U.S.
dollar weakness has been longer and deeper than virtually anyone anticipated. It
was  only the middle of  last year, after all, that  the dollar first slid below
the 100  yen  level, a  barrier  that  at the  time  appeared to  have  a  great
psychological  significance for the foreign exchange market. It is our view that
at present levels the yen is dramatically overvalued vis-a-vis the dollar.

    The wild volatility of the currency market is, we believe, a product more of
speculative trading than of economic fundamentals  or world trade flows. So  far
- -- to a certain extent, at least -- investors seem to agree with this view. Most
striking  has been the continued  optimism of the U.S.  bond and equity markets.
Some analysts  have suggested  that the  collapsing dollar  will make  the  U.S.
capital  markets unattractive to the global pool of investment capital, and that
capital flows into the  new "safe harbor" currencies  of Germany and Japan  will
cause  the current U.S. "bubble" to burst. This  has not occurred, and we do not
in fact anticipate that it  will anytime soon. We  believe that the strength  of
the  U.S.  markets thus  far in  1995 is  largely a  result of  growing investor
confidence that the Federal Reserve's year-long  tightening cycle is at or  near
its end. So far, at least, it appears that the Fed is not going to be drawn into
supporting  the dollar through interest rate  policy, a practice that would risk
driving the U.S. economy into recession.

    Meanwhile, the  ongoing economic  crisis  in Mexico  continued to  roil  the
emerging debt markets during the first quarter. Throughout this crisis, emerging
market  debt has displayed  significantly higher levels of  volatility than in a
more normal  environment, and  the market  has been  characterized by  a  strong
preponderance of sellers over buyers.

    During  the second half of March, however,  we began to see indications that
the market may be turning. The rally, which carried right through to the end  of
the  month, was largely  based upon a  series of positive  developments in Latin
America, all of which occurred on  or around March 10th. Together, these  events
have  done  much to  calm  the crisis  of  confidence that  has  dominated Latin
American markets  for  the  past  three  months.  First,  in  the  wake  of  the
finalization   of  the  $52  billion  rescue  package  by  the  U.S.  and  other
international lenders, Mexico announced more details of a new plan for austerity
and economic restructuring.  The goal  of this program  is for  Mexico to  begin
consuming less and exporting more, so that the economy can live within its means
and  reverse the long  negative trend in  its current account  balance. While we
remain concerned that the floating  peso will make economic stability  extremely
difficult   to  achieve  in  the  short   run,  the  program  appears  generally
well-conceived, and the market has so far viewed it in a positive light.

    At around the same time, the  Argentine and Brazilian governments both  took
steps  to manage the impact of the Mexican situation on their economies. Both of
these countries  --  and  particularly  Argentina --  have  been  vulnerable  to
speculation  that they could follow Mexico into a downward spiral of devaluation
and potential default. We  did not believe  that this was  likely to occur,  and
events  in March have  bolstered our confidence further.  Since the beginning of
the Mexican crisis, the Argentines have  taken steps to further dollarize  their
economy,  restructure the ailing banking system,  raise taxes and cut government
spending. Most  recently,  they  successfully concluded  arrangements  with  the
International   Monetary  Fund  and  other  multilateral  organizations  for  an
additional $5 billion in  financing, ensuring that  sufficient reserves will  be
available  to  maintain  support of  the  peso. Brazil,  meanwhile,  announced a
controlled and limited devaluation of the REAL, along with a series of  measures
designed to support the currency within its new trading bands.

PERFORMANCE REPORT

    The  Portfolio's underperformance  during the period  is attributable almost
entirely to two factors. The  first is our underweight  position in the yen  and
the  major European currencies, relative  to the U.S. dollar,  in the context of
the dramatic currency moves that occurred during the quarter.

    The second factor is our overweight  position in the emerging debt  markets.
While  the events  of the  past few  months have  been jarring  for investors in
emerging market debt, it is important to keep several facts in mind. The  severe
price  depreciation  that  has  affected this  entire  sector  has  been largely
technical in  nature.  While  the  economic  fundamentals  have  indeed  changed
significantly in Mexico, the losses in other markets (in both Latin American and
other  regions) have been driven  by strong flows of  speculative capital out of
the market

                                       16

                                 THE BEA FAMILY
                               THE RBB FUND, INC.
                    PORTFOLIO MANAGER'S LETTER-- (CONTINUED)
                               FEBRUARY 28, 1995
into higher  quality investments.  At today's  prices, many  Brady bonds,  as  a
result,  are valued  at only a  very small multiple  of the value  of their U.S.
Treasury collateral, which  essentially means that  the market is  pricing in  a
default  risk that is well beyond the actual danger of default. By virtually any
standard, emerging market debt instruments are valued very attractively at their
current levels.

ORGANIZATIONAL DEVELOPMENTS

    During the first quarter  of 1995, there have  been several developments  at
BEA, on which we would like to bring you up to date. BEA recently announced that
our  firm will be integrating the U.S.  operations of CS First Boston Investment
Management, a move  that will  significantly expand the  size and  scope of  our
firm's  fixed income management  activities. CSFB's recognized  strength in high
yield bond management will  complement and enhance  BEA's existing fixed  income
capabilities.  The fact that  our firms have very  similar investment styles and
philosophies will help make the transition  a seamless one, and ensure  absolute
stability  and continuity in the management  of our clients' portfolios. A total
of five fixed income  professionals are joining BEA  from CSFB. The addition  of
these  highly skilled  people will  allow us  to significantly  broaden both the
scope and the depth  of our fixed income  investment management activities,  and
will further BEA's development as a major global asset manager.

    As  part of this  change, Bob Moore,  who has been  Managing Director of the
Fixed Income  Group,  has been  appointed  Head  of Fixed  Income,  filling  the
position  formerly held by Mark Arnold, who intends to consider other options; a
choice we understand and respect. Mark remains a consultant to BEA, advising  on
future  directions and helping to ensure a smooth transition, until later in the
year. As you may know, Bob has worked closely with Mark for the past eight years
and is intimately  familiar with  our product range  and investment  strategies.
Under  Bob's  stewardship, the  fixed income  team will  continue to  pursue the
investment approach developed at BEA over the past ten years.

    In conclusion,  we very  much appreciate  the trust  that our  clients  have
placed in us, and we greatly value our relationship with you. Again, if you have
questions  or concerns that were not addressed  in this letter, please feel free
to be in touch with us at any time.

    Sincerely yours,

    BEA Fixed Income Management Team

    Robert Moore, Executive Director
    Gregg Diliberto, Managing Director
    Mark Silverstein, Senior Vice President
    Mark Arnold, Special Consultant

                                       17

                                 THE BEA FAMILY
                               THE RBB FUND, INC.
                    PORTFOLIO MANAGER'S LETTER-- (CONTINUED)
                               FEBRUARY 28, 1995

                       BEA GLOBAL FIXED INCOME PORTFOLIO

  COMPARISON OF CHANGE IN VALUE OF $10,000 INVESTMENT IN THE BEA GLOBAL FIXED
                       INCOME PORTFOLIO AND THE JP MORGAN
  GLOBAL GOVERNMENT BOND INDEX (UNHEDGED) FROM INCEPTION 6/28/94, PERIOD ENDED
                       7/31/94, AND AT EACH QUARTER END.

                              
  AVERAGE ANNUAL TOTAL RETURN
    From Inception                    2.72%



EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC



            BEA GLOBAL    JP MORGAN
                   
6/28/94        $ 10,000      $ 10,000
7/31/94          10,027        10,115
8/31/94          10,001        10,089
11/30/94         10,045        10,161
2/28/95          10,274        10,659


Note: Past performance is not predictive of future performance.

                                       18

                                 THE BEA FAMILY
                               THE RBB FUND, INC.
                    PORTFOLIO MANAGER'S LETTER--(CONTINUED)
                               FEBRUARY 28, 1995
                      BEA STRATEGIC FIXED INCOME PORTFOLIO

                                                                  April 19, 1995

Dear Shareholder:

    We are  pleased to  report on  the performance  of the  BEA Strategic  Fixed
Income Portfolio for the six-months ended February 28, 1995. The net asset value
(NAV) of the Portfolio as of February 28, 1995 was $14.42, compared to an NAV of
$15.94  at August 31, 1994. As a  result, the Portfolio's total return (assuming
reinvestment of dividends of $.75 per share) for the period decreased 5.01%.  In
comparison,  the  First Boston  High Yield  Index gained  3.91% during  the same
period. Since the inception of the Portfolio on March 1, 1993, its total  return
(assuming  reinvestment of dividends) has increased  9.68% versus 16.37% for the
index during the same period.

    The strong performance of the U.S. bond market during the first quarter  has
reinforced   our  view  that  the   domestic  fixed  income  market  environment
fundamentally changed late in 1994. As we  discussed in our last report to  you,
sentiment  in  the bond  market  throughout most  of  1994 was  characterized by
persistent concerns about U.S. inflation. Despite five short-term interest  rate
hikes,   totaling  1.75%,  from  February  through  August,  investors  remained
unpersuaded that the  Federal Reserve and  the Clinton Administration  possessed
either  the will or  the capacity effectively  to resist inflationary pressures.
With each tightening, therefore, the bond market responded bearishly, ratcheting
up long-term interest rates in tandem with  rates at the short end of the  yield
curve.  The effect of  the Fed's sixth  rate hike of  1994, in mid-November, was
quite different, and we believe that it marked a significant change in  investor
sentiment.  When short-term rates were increased by  3/4 of a point, the largest
single increase since 1981, the capital  markets finally reacted as the Fed  had
hoped.  Long-term bonds rallied, with the yield on the 30-year bond reverting to
below the 8% level for the first time in several months.

    During the first  quarter of  1995, this rally  continued virtually  without
interruption.  The  Federal  Reserve's  seventh  short-term  rate  hike  in this
year-long cycle came on the  first of February. While long  rates crept up by  a
few  basis  points in  the immediate  aftermath of  the Fed's  announcement, the
market's recovery was nearly instantaneous. Within a few days, 30-year rates had
returned to the 7.7%  level that they  had reached in  late January, and  yields
then  began  to  move even  lower.  By  quarter-end, U.S.  bonds  had  traded up
significantly, and the yield of the  benchmark 30-year Treasury bond had  fallen
by  nearly 30 additional basis points. At the same time, shorter-term securities
experienced an even more powerful rally. At the time of writing, yields from one
to five years out are all a full point or more below year-end levels. The  yield
curve,  which earlier in the  year was almost perfectly flat  from 2 years to 30
years out,  thus steepened  significantly during  February and  March, with  the
spread  between short  and long-term  instruments expanding  to approximately 80
basis points.

    The improving  tone of  the  U.S. bond  market appears  to  be a  signal  of
increasing  investor confidence  that inflation will  be kept  under control, an
impression reinforced by recent PPI and  CPI statistics. Economic growth in  the
U.S.  appears to be  slowing, which is  generally regarded as  good news for the
bond market. What is  striking, in this  case, is that this  is occurring in  an
environment  where the  U.S. stock market  is rallying simultaneously  -- in the
first quarter, it has been  the best equity market  anywhere in the world  (with
the  sole exception of Turkey). This suggests that investors are now buying into
arguments that the  U.S. economy  will be  managed into  a "soft  landing" --  a
prolonged  period  of slow  and  steady growth,  avoiding  the twin  pitfalls of
inflation and recession.

    In the context of this buoyant market, the U.S. high-yield sector  continued
its  strong performance, producing returns for the quarter in line with those of
the broad fixed income indices. In the Fund's domestic portfolio, we have  taken
a mildly defensive stance in high yield bonds. This sector has had a spectacular
run  of outperformance over the  past three to four  years, and we have concerns
that a turn in the market may be approaching. We therefore have focused  largely
on higher quality issuers within the high-yield sector.

                                       19

                                 THE BEA FAMILY
                               THE RBB FUND, INC.
                    PORTFOLIO MANAGER'S LETTER-- (CONTINUED)
                               FEBRUARY 28, 1995

    Our  significant diversification of  the Fund into  the emerging market debt
sector,   meanwhile,   accounts   for   virtually   all   of   the   Portfolio's
underperformance  during the  quarter. Throughout  the Mexican  economic crisis,
emerging market debt  has displayed  significantly higher  levels of  volatility
than  in a more normal  environment, and the market  has been characterized by a
strong preponderance of sellers over buyers.

    During the second half of March,  however, we began to see indications  that
the  market may be turning. The rally, which carried right through to the end of
the month, was  largely based upon  a series of  positive developments in  Latin
America,  all of which  occurred on or  around March 10.  Together, these events
have done  much  to calm  the  crisis of  confidence  that has  dominated  Latin
American  markets  for  the  past  three  months.  First,  in  the  wake  of the
finalization  of  the  $52  billion  rescue  package  by  the  U.S.  and   other
international lenders, Mexico announced more details of a new plan for austerity
and  economic restructuring.  The goal  of this program  is for  Mexico to begin
consuming less and exporting more, so that the economy can live within its means
and reverse the  long negative trend  in its current  account balance. While  we
remain  concerned that the floating peso  will make economic stability extremely
difficult  to  achieve  in  the   short  run,  the  program  appears   generally
well-conceived, and the market has so far viewed it in a positive light.

    At  around the same time, the  Argentine and Brazilian governments both took
steps to manage the impact of the Mexican situation on their economies. Both  of
these  countries  --  and  particularly Argentina  --  have  been  vulnerable to
speculation that they could follow Mexico into a downward spiral of  devaluation
and  potential default.  We did not  believe that  this is likely  to occur, and
events in March have  bolstered our confidence further.  Since the beginning  of
the  Mexican crisis, the Argentines have  taken steps to further dollarize their
economy, restructure the ailing banking  system, raise taxes and cut  government
spending.  Most  recently,  they successfully  concluded  arrangements  with the
International  Monetary  Fund  and  other  multilateral  organizations  for   an
additional  $5 billion in  financing, ensuring that  sufficient reserves will be
available to  maintain  support of  the  peso. Brazil,  meanwhile,  announced  a
controlled  and limited devaluation of the REAL, along with a series of measures
designed to support the currency within its new trading bands.

    While the events of the past few  months have been jarring for investors  in
emerging  market debt, it is important to keep several facts in mind. The severe
price depreciation  that  has  affected  this entire  sector  has  been  largely
technical  in  nature.  While  the  economic  fundamentals  have  indeed changed
significantly in Mexico, the losses in other markets (in both Latin American and
other regions) have been  driven by strong flows  of speculative capital out  of
the market into higher quality investments. At today's prices, many Brady bonds,
as a result, are valued at only a very small multiple of the value of their U.S.
Treasury  collateral, which  essentially means that  the market is  pricing in a
default risk that is well beyond the actual danger of default. By virtually  any
standard, emerging market debt instruments are valued very attractively at their
current levels.

    In summary, looking forward we continue to believe that, over the long term,
diversification  of the Portfolio's holdings between the domestic high yield and
emerging market  debt sectors  will have  a strongly  positive impact  upon  our
relative  returns. Despite a preponderance of  negative news in the past several
months, we believe that investment opportunities  for the remainder of 1995  are
as  attractive  as they  have  been for  some  time. We  encourage  investors to
maintain a long-term  perspective, as we  do. It has  been our observation  that
markets  driven down  by excessive pessimism  (even panic) are  the markets that
often present the most compelling values.

ORGANIZATIONAL DEVELOPMENTS

    During the first quarter  of 1995, there have  been several developments  at
BEA, on which we would like to bring you up to date. BEA recently announced that
our  firm will be integrating the U.S.  operations of CS First Boston Investment
Management, a move  that will  significantly expand the  size and  scope of  our
firm's  fixed income management  activities. CSFB's recognized  strength in high
yield bond management will  complement and enhance  BEA's existing fixed  income
capabilities.  The fact that  our firms have very  similar investment styles and
philosophies will help make the transition  a seamless one, and ensure  absolute
stability and continuity in the management of our

                                       20

                                 THE BEA FAMILY
                               THE RBB FUND, INC.
                    PORTFOLIO MANAGER'S LETTER-- (CONTINUED)
                               FEBRUARY 28, 1995
clients'  portfolios. A total of five fixed income professionals are joining BEA
from CSFB.  The  addition  of these  highly  skilled  people will  allow  us  to
significantly  broaden  both  the  scope  and  the  depth  of  our  fixed income
investment management activities, and will further BEA's development as a  major
global asset manager.

    As  part of this  change, Bob Moore,  who has been  Managing Director of the
Fixed Income  Group,  has been  appointed  Head  of Fixed  Income,  filling  the
position  formerly held by Mark Arnold, who intends to consider other options; a
choice we understand and respect. Mark remains a consultant to BEA, advising  on
future  directions and helping to ensure a smooth transition, until later in the
year. As you may know, Bob has worked closely with Mark for the past eight years
and is intimately  familiar with  our product range  and investment  strategies.
Under  Bob's  stewardship, the  fixed income  team will  continue to  pursue the
investment approach developed at BEA over the past ten years.

    In conclusion,  we very  much appreciate  the trust  that our  clients  have
placed in us, and we greatly value our relationship with you. Again, if you have
questions  or concerns that were not addressed  in this letter, please feel free
to be in touch with us at any time.

    Sincerely yours,

    BEA Fixed Income Management Team

    Robert Moore, Executive Director
    Gregg Diliberto, Managing Director
    Mark Silverstein, Senior Vice President
    Mark Arnold, Special Consultant

                                       21

                                 THE BEA FAMILY
                               THE RBB FUND, INC.
                    PORTFOLIO MANAGER'S LETTER-- (CONTINUED)
                               FEBRUARY 28, 1995

                      BEA STRATEGIC FIXED INCOME PORTFOLIO

 COMPARISON OF CHANGE IN VALUE OF $10,000 INVESTMENT IN THE BEA STRATEGIC FIXED
                     INCOME PORTFOLIO AND THE FIRST BOSTON
        HIGH YIELD INDEX FROM INCEPTION 3/1/93 AND AT EACH QUARTER END.

                              
  AVERAGE ANNUAL TOTAL RETURN
    One Year                          (9.88)%
    From Inception                     4.58%



EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC



              BEA      FIRST BOSTON
                 
3/1/93       $ 10,000      $ 10,000
5/31/93        10,607        10,419
8/31/93        11,294        10,809
11/30/93       11,872        11,209
2/28/94        12,128        11,570
5/31/94        11,484        11,143
8/31/94        11,539        11,201
11/30/94       11,449        11,123
2/28/95        10,932        11,638


Note: Past performance is not predictive of future performance.

                                       22

                                 THE BEA FAMILY
                               THE RBB FUND, INC.
                    PORTFOLIO MANAGER'S LETTER--(CONTINUED)
                               FEBRUARY 28, 1995
                       BEA MUNICIPAL BOND FUND PORTFOLIO
                                                                  April 18, 1995

Dear Shareholder:

    We are pleased to report on the  performance of the BEA Municipal Bond  Fund
Portfolio  for the six months ended February 28, 1995. The net asset value (NAV)
of the Portfolio  as of  February 28,  1995 was $15.04,  compared to  an NAV  of
$15.06  at August 31, 1994. As a  result, the Portfolio's total return (assuming
reinvestment of dividends and distributions totalling $.4628 per share) for  the
period  increased 3.11%. In comparison, the Lehman Brothers Municipal Bond Index
gained 2.80% during  the same period.  Since the inception  of the Portfolio  on
June  20,  1994,  its  total  return  (assuming  reinvestment  of  dividends and
distributions) has increased 3.51%  versus 3.55% for the  index during the  same
period.

    The  strong performance of the U.S. bond market during the first quarter has
reinforced our  view  that the  fixed  income market  environment  fundamentally
changed  late in 1994. As  we discussed in our last  report to you, sentiment in
the bond market throughout most of 1994 was characterized by persistent concerns
about U.S.  inflation. Despite  five short-term  interest rate  hikes,  totaling
1.75%,  from February  through August,  investors remained  unpersuaded that the
Federal Reserve and the Clinton Administration possessed either the will or  the
capacity  effectively to  resist inflationary  pressures. With  each tightening,
therefore, the bond market responded bearishly, ratcheting up long-term interest
rates in tandem with rates  at the short end of  the yield curve. Volatility  in
the  foreign exchange  market exacerbated  the situation,  as traders  sold U.S.
dollars on their inflation fears, forcing the U.S. and European central banks to
intervene repeatedly in the market to shore up the dollar.

    The effect of the Fed's sixth rate hike of 1994, in mid-November, was  quite
different,  and  we believe  that  it marked  a  significant change  in investor
sentiment. When short-term rates were increased  by 3/4 of a point, the  largest
single  increase since 1981, the capital markets  finally reacted as the Fed had
hoped. Short maturity bonds were sold off as one would expect. More importantly,
however, longer-term bonds rallied, with the yield on the 30-year bond reverting
to below the 8% level for the first time in several months.

    During the first  quarter of  1995, this rally  continued virtually  without
interruption.  The  Federal  Reserve's  seventh  short-term  rate  hike  in this
year-long cycle came on the  first of February. While long  rates crept up by  a
few  basis  points in  the immediate  aftermath of  the Fed's  announcement, the
market's recovery was nearly instantaneous. Within a few days, 30-year rates had
returned to the 7.7%  level that they  had reached in  late January, and  yields
then  began  to  move even  lower.  By  quarter-end, U.S.  bonds  had  traded up
significantly, and the yield of the  benchmark 30-year Treasury bond had  fallen
by  nearly 30 additional basis points. At the same time, shorter-term securities
experienced an even more powerful rally. At the time of writing, yields from one
to five years out are all a full point or more below year-end levels. The  yield
curve,  which earlier in the  year was almost perfectly flat  from 2 years to 30
years out,  thus steepened  significantly during  February and  March, with  the
spread  between short  and long-term  instruments expanding  to approximately 80
basis points.

    The improving  tone of  the  U.S. bond  market appears  to  be a  signal  of
increasing  investor confidence  that inflation will  be kept  under control, an
impression reinforced by recent PPI and  CPI statistics. Economic growth in  the
U.S.  appears to be  slowing, which is  generally regarded as  good news for the
bond market. What is  striking, in this  case, is that this  is occurring in  an
environment  where the  U.S. stock market  is rallying simultaneously  -- in the
first quarter, it has been  the best equity market  anywhere in the world  (with
the  sole exception of Turkey). This suggests that investors are now buying into
arguments that the  U.S. economy  will be  managed into  a "soft  landing" --  a
prolonged  period  of slow  and  steady growth,  avoiding  the twin  pitfalls of
inflation and recession.

    In the context of a very strong recovery in the bond market, municipal bonds
significantly outperformed the broad market indices during the first quarter. In
our view, the municipal bond market was for the past two years driven largely by
technical factors. In 1993, the most important factor was a flood of new issues,
as municipalities sought to take on  debt while interest rates were at  historic
lows.  This led to  an excess of  supply over demand,  and consequently low bond
prices.  As  rates  rose  sharply  during  1994,  however,  new  issuance  dried

                                       23

                                 THE BEA FAMILY
                               THE RBB FUND, INC.
                    PORTFOLIO MANAGER'S LETTER-- (CONTINUED)
                               FEBRUARY 28, 1995
up,  and the market was driven by mutual  fund outflows. In the first quarter of
last year, and less dramatically during  the following two quarters, funds  were
hit  by huge redemptions  as investors began  to fear rising  inflation, and the
result was a substantial selloff of municipal bonds. During the fourth  quarter,
the weak performance of municipal bonds was the result of the problems in Orange
County,  problems which did  not have any significant  impact upon the municipal
bond market in general. While the technicals  did not improve in 1994 as we  had
expected,  this sector bore  fruit during the  first quarter of  this year, when
municipal bonds outperformed Treasuries by a significant margin.

    We remain optimistic for the prospects of municipal bond investments  during
the  remainder of 1995.  Municipal issues continue to  offer yields that compete
favorably with taxable bonds  of similar credit  quality. Investors continue  to
recognize  that taxable bonds must pay a total return upwards of 10% in order to
compete with the municipal market at current levels, and those yields are simply
not available from high-quality credits.

ORGANIZATIONAL DEVELOPMENTS

    During the first quarter  of 1995, there have  been several developments  at
BEA, on which we would like to bring you up to date. BEA recently announced that
our  firm will be integrating the U.S.  operations of CS First Boston Investment
Management, a move  that will  significantly expand the  size and  scope of  our
firm's  fixed income management  activities. CSFB's recognized  strength in high
yield bond management will  complement and enhance  BEA's existing fixed  income
capabilities.  The fact that  our firms have very  similar investment styles and
philosophies will help make the transition  a seamless one, and ensure  absolute
stability  and continuity in the management  of our clients' portfolios. A total
of five fixed income  professionals are joining BEA  from CSFB. The addition  of
these  highly skilled  people will  allow us  to significantly  broaden both the
scope and the depth  of our fixed income  investment management activities,  and
will further BEA's development as a major global asset manager.

    As  part of this  change, Bob Moore,  who has been  Managing Director of the
Fixed Income  Group,  has been  appointed  Head  of Fixed  Income,  filling  the
position  formerly held by Mark Arnold, who intends to consider other options; a
choice we understand and respect. Mark remains a consultant to BEA, advising  on
future  directions and helping to ensure a smooth transition, until later in the
year. As you may know, Bob has worked closely with Mark for the past eight years
and is intimately  familiar with  our product range  and investment  strategies.
Under  Bob's  stewardship, the  fixed income  team will  continue to  pursue the
investment approach developed at BEA over the past ten years.

    In conclusion,  we very  much appreciate  the trust  that our  clients  have
placed in us, and we greatly value our relationship with you. Again, if you have
questions  or concerns that were not addressed  in this letter, please feel free
to be in touch with us at any time.

    Sincerely yours,

    BEA Fixed Income Management Team

    Robert Moore, Executive Director
    Gregg Diliberto, Managing Director
    Mark Silverstein, Senior Vice President
    Mark Arnold, Special Consultant

                                       24

                                 THE BEA FAMILY
                               THE RBB FUND, INC.
                    PORTFOLIO MANAGER'S LETTER-- (CONTINUED)
                               FEBRUARY 28, 1995

                       BEA MUNICIPAL BOND FUND PORTFOLIO

 COMPARISON OF CHANGE IN VALUE OF $10,000 INVESTMENT IN THE BEA MUNICIPAL BOND
                         FUND PORTFOLIO AND THE LEHMAN
BROTHERS MUNICIPAL BONDS INDEX FROM INCEPTION 6/20/94, PERIOD ENDED 7/31/94, AND
                              AT EACH QUARTER END.

                              
  AVERAGE ANNUAL TOTAL RETURN
    From Inception                    3.51%



EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC



            BEA MUNI     LEHMAN BROTHERS
                 
6/20/94         10000                10000
7/31/94      $ 10,040             $ 10,038
8/31/94        10,040               10,073
11/30/94        9,647                9,571
2/28/95        10,351               10,354


Note: Past performance is not predictive of future performance.

                                       25

                                 THE BEA FAMILY
                               THE RBB FUND, INC.
                    PORTFOLIO MANAGER'S LETTER--(CONTINUED)
                               FEBRUARY 28, 1995
                         BEA U.S. CORE EQUITY PORTFOLIO
                                                                  April 19, 1995

Dear Shareholder:

    We are pleased  to report on  the performance  of the BEA  U.S. Core  Equity
Portfolio  for the six months ended February 28, 1995. The net asset value (NAV)
of the Portfolio  as of  February 28,  1995, was $15.29  compared to  an NAV  of
$15.00 at its inception on September 1, 1994. As a result, the Portfolio's total
return  (assuming the reinvestment  of dividends of  $.0825 per share) increased
2.52%. In comparison, the S&P 500 Index gained 3.98% during the same period.

    Coming into  the new  year, we  took  a relatively  optimistic tone  in  our
assessment  of  prospects  for  the U.S.  equity  market  during  1995. Although
economic indicators are  by no  means unambiguous --  and a  consensus is  still
profoundly lacking among leading market analysts -- events so far this year have
tended to vindicate our bullish view.

    The  beginning  of  February  brought another  increase  in  U.S. short-term
interest rates, the seventh  such rate hike within  twelve months. In fact,  the
latest  move by the Federal  Reserve came just three days  short of a year after
the rate increase that began the current tightening cycle. In the course of this
one-year period, short-term  rates have  moved upwards as  dramatically as  they
ever  have  in  the  memory  of  most  investors.  Until  the  last  few months,
longer-term rates were increasing at virtually  the same pace: the shape of  the
yield  curve barely changed,  as rates increased across  the board. Beginning in
November of last year, however, the curve began to show a flattening trend, with
long-term interest rates beginning to  decline while short-term rates  continued
their ascent. In the wake of the February rate hike, this trend became even more
pronounced.  After  an  initial upward  tick  in  the days  following  the Fed's
announcement, long-term  rates then  began to  decline, and  this continued  for
several  weeks. Although the curve has steepened somewhat in the past few weeks,
rates across the  entire curve  are now  significantly lower  (by up  to a  full
point) than they were at year-end.

    This  suggests an increasing confidence  among investors that inflation does
not pose a serious threat  to the U.S. economy during  1995, and that the  Fed's
tightening policy is nearing the end of its cycle. More importantly, perhaps, it
indicates an increasingly widespread belief in a "soft landing" scenario for the
U.S.  economy. After an extended  period of strong economic  growth, as the U.S.
has experienced of late, the  major risks are of  inflation, or recession, or  a
wicked  combination of  the two. Federal  Reserve policy has  clearly been keyed
toward fending  off inflationary  pressures, but  the worry  has been  that  the
dramatic rise in rates would apply too strong a brake to economic growth. It now
appears  increasingly  likely that  the U.S.  will enjoy  at least  several more
months of  slower but  steady growth,  before the  positive momentum  begins  to
decelerate.

    The dramatic moves we saw during the quarter in the value of the U.S. dollar
against  other major currencies is an  issue of greater long-term concern. Since
the beginning of the  year, only a handful  of currencies have weakened  against
the  U.S. dollar --  and with the  exception of the  Italian lira and Australian
dollar all of those were emerging  market currencies. The Yen, the Swiss  franc,
and  the currencies of the Deutschemark bloc all strengthened by between 10% and
16% against the U.S. unit during the quarter. This cycle of U.S. dollar weakness
has been longer and  deeper than virtually anyone  anticipated. It was only  the
middle  of last year,  after all, that the  dollar first slid  below the 100 yen
level, a  barrier  that at  the  time appeared  to  have a  great  psychological
significance  for the foreign exchange market. In  the first two months of 1995,
the dollar  continued to  decline against  the Yen  and Deutschemark,  but at  a
relatively  leisurely pace. Late in February,  however, it went into a freefall,
each day hitting new historic lows. The dollar  fell from 96 to about 90 yen  in
the  space of one week, and it hovered just  under 90 yen for the next couple of
weeks. Toward the end of March, the  market was taken by surprise as the  German
central  bank announced  a half-point reduction  in two  key short-term interest
rates. Their purpose, it  seems clear, was to  reduce the attractiveness of  the
Deutschemark  to investors and shore up the  value of the U.S. dollar. While the
dollar did spike briefly in the immediate aftermath of the announcement,  within
hours  speculation began to focus on the Japanese and U.S. central banks. On the
last

                                       26

                                 THE BEA FAMILY
                               THE RBB FUND, INC.
                    PORTFOLIO MANAGER'S LETTER-- (CONTINUED)
                               FEBRUARY 28, 1995
day of the quarter, Japan disappointed investors by failing to follow the German
lead, and indications were that the Federal Reserve was not likely to raise U.S.
rates either. At the close of March, therefore, the U.S. dollar was in  collapse
once again, falling to about 80 yen at the time of this writing.

    The  volatility  of the  global foreign  exchange market  is, we  believe, a
product more of speculative  currency trading than  of economic fundamentals  or
world  trade flows. So far -- to a certain extent, at least -- investors seem to
agree with this view. Most striking has been the continued optimism of the  U.S.
equity  market. Analysts have been divided  in assessing the potential impact of
this magnitude of dollar weakness on the U.S. equity market. Some have suggested
that the  collapsing  dollar will  make  the  U.S. capital  markets  in  general
unattractive  to the global  pool of investment capital,  and that capital flows
into the new "safe harbor" currencies of  Germany and Japan will cause the  U.S.
equity  "bubble" to burst. This has not occurred,  and we do not think it likely
anytime soon. We believe that the strength of the U.S. stock market thus far  in
1995  -- which  has come  as a  surprise to many  analysts, if  not to  us -- is
largely a  result of  growing  investor confidence  that the  Federal  Reserve's
year-long tightening cycle is at or near its end.

    This  helps to explain the  fact that the U.S.  has been the best-performing
equity market in the world thus far in 1995 (with the sole exception of Turkey).
And around the middle  of February (depending upon  which market index you  look
at), U.S. stocks finally reached and exceeded the record highs they had hit just
before  the Fed let the ax  fall last February 4th. A  week or so later, the Dow
Jones Average finally broke past the 4,000 mark.

    In the context of this strong up market, the Fund's underperformance of  our
benchmark  this quarter is  largely attributable to  our position in medium-size
and smaller capitalization companies, which have performed less well in a  price
sense  than the S&P 500. (It is worth  noting that the Russell 2000, an index of
smaller companies, returned only 4.6% for the quarter.) We should note, however,
that the current weak dollar environment -- for as long as it lasts -- is likely
to be good news for  many of the companies in  which the Fund has invested.  For
some  time, we have argued that one of  the key areas for earnings growth in the
U.S.  market  will   be  companies   that  concentrate   upon  expanding   their
international exports. The Fund has therefore focused upon several manufacturers
of  consumer non-durables, companies  that have seen  substantial export growth.
Cheap dollars make for cheap (but profitable) exports.

    We continue to believe that  the approach we take  in the management of  the
Fund  will  enable us  to  outperform the  broad  market indices.  We  combine a
top-down focus, on  one or two  social or macroeconomic  themes that we  believe
will be driving forces in the economy, with a consistent, and relatively simple,
bottom-up stock selection discipline. Unlike many other managers, we look beyond
a  company's accounting  statements --  which tend  to conceal  as much  as they
reveal -- in seeking to assess the  true value of the total enterprise, and  its
quality  as a producer of cash flow.  In analyzing companies, we look well below
the surface.

    As always, we  would be pleased  to respond  to any questions  you may  have
about the Fund or about the capital markets in general.

    Sincerely yours,

    BEA Domestic Equity Management Team

    William W. Priest, Jr., Chief Executive Officer & Managing Director
    John D. Hurford, Managing Director
    Albert L. Zesiger, Managing Director
    Todd M. Rice, Vice President

                                       27

                                 THE BEA FAMILY
                               THE RBB FUND, INC.
                    PORTFOLIO MANAGER'S LETTER-- (CONTINUED)
                               FEBRUARY 28, 1995

                         BEA U.S. CORE EQUITY PORTFOLIO

COMPARISON OF CHANGE IN VALUE OF $10,000 INVESTMENT IN THE BEA U.S. CORE EQUITY
                           PORTFOLIO AND THE S&P 500
  WEIGHTED YIELD AVERAGE INDEX FROM INCEPTION 9/1/94 AND AT EACH QUARTER END.

                              
  AVERAGE ANNUAL TOTAL RETURN
    From Inception                    2.52%



EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC



           BEA US CORE EQUITY    S&P 500
                          
9/1/94                $ 10,000    $ 10,000
11/30/94                 9,553       9,615
2/28/95                 10,252      10,398


Note: Past performance is not predictive of future performance.

                                       28

                                 THE BEA FAMILY
                               THE RBB FUND, INC.
                       BEA INTERNATIONAL EQUITY PORTFOLIO
                            STATEMENT OF NET ASSETS
                               FEBRUARY 28, 1995
                                  (UNAUDITED)


                                                 NUMBER
                                                OF SHARES      VALUE
                                               -----------  ------------
                                                      
COMMON STOCK, WARRANTS AND RIGHTS -- 98.3%
ARGENTINA -- 1.3%
  Bagley Y Cia Limited.......................        1,710  $      3,851
  Banco Frances del Rio de la Plata..........      210,116       808,906
  Buenos Aires Embotelladora Sponsored ADR...       41,000     1,076,250
  Quilmes Industrial ADR, S.A................      119,040     2,035,587
  Sodigas del Sur, S.A.+.....................           55       742,112
  Sodigas Pampeana, S.A.+....................           55       841,061
  Telecom Argentina B........................      299,520     1,033,325
  Telefonica de Argentina Sponsored ADR......       53,470       995,879
  Yacimientos Petroliferos Fiscades ADR,
    S.A......................................       61,500     1,168,500
                                                            ------------
                                                               8,705,471
                                                            ------------
AUSTRALIA -- 0.9%
  News Corp. Limited.........................       45,050       200,615
  News Corp. Limited ADR.....................      109,600     1,986,500
  News Corp. Limited PFD.....................       22,525        89,328
  News Corp. Limited PFD ADR.................       54,800       883,650
  Western Mining Corp. Holdings Limited......      609,337     3,266,966
                                                            ------------
                                                               6,427,059
                                                            ------------
BRAZIL -- 5.3%
  Banco Itau PN, S.A.**......................    8,767,000     2,370,852
  Bradesco Banco PN, S.A.....................  816,389,000     6,412,085
  Centrais Eletricas Brasileiras ON..........    9,923,151     2,240,147
  Centrais Eletricas Brasileiras PN B
    Registered...............................    2,037,060       447,866
  Cia Cervejaria Brahma PN Warrants Due
    1996**...................................      369,916        34,360
  Cia Energetica de Minas Gerais ADR**.......        1,700        33,779
  Cia Energetica de Minas Gerais PN..........   44,521,955     3,585,836
  Cia Paulista de Forca E Luz ON**...........   44,202,260     2,208,814
  Cia Siderurgica Nacional ADR, S.A.**.......        1,400        36,218
  Cia Siderurgica Nacional ON, S.A.**........   66,649,000     1,724,019


                                                 NUMBER
                                                OF SHARES      VALUE
                                               -----------  ------------
                                                      
BRAZIL -- (CONTINUED)
  Cia Tecidos Norte de Minas PN..............   10,031,000  $  2,606,527
  Lojas Americanas PN Nonvoting..............  119,858,786     2,536,694
  Multibras Eletrodo PN, S.A.................    2,515,000     2,720,517
  Petroleo Brasileiro PN, S.A................   19,235,733     1,956,594
  Telecomunicacoes Brasileiras ON, S.A.......    1,500,000        35,979
  Telecomunicacoes Brasileiras PN, S.A.......   44,321,306     1,308,013
  Telecomunicacoes Brasileiras Sponsored ADR,
    S.A......................................       97,931     2,839,999
  Telecomunicacoes Brasileiras Sponsored 144A
    ADR, S.A.**..............................        1,561        45,269
  Usinas Siderurgica Minas Gerais 144A
    ADR**....................................      209,300     2,982,525
  Utilidades Domesticas Continental PN
    Registered...............................    4,384,023       118,557
                                                            ------------
                                                              36,244,650
                                                            ------------
CANADA -- 0.9%
  Magna International, Inc. Class A..........      120,000     4,620,000
  Petersburg Long Distance Inc**.............      228,800     1,315,600
                                                            ------------
                                                               5,935,600
                                                            ------------
CHILE -- 1.7%
  Chilectra S.A., Sponsored 144A ADR.........       61,750     2,863,348
  Compania de Telefonos de Chile Sponsored
    ADR, S.A.................................       81,470     4,969,670
  Empresa Nacional de Electricidad ADR,
    S.A......................................      155,000     3,526,250
  Madeco Sponsored ADR, S.A..................          100         2,375
                                                            ------------
                                                              11,361,643
                                                            ------------
DENMARK -- 1.1%
  Tele Danmark A/S ADS**.....................      202,700     5,092,838
  Unidanmark A/S Ordinary 144A**.............       66,690     2,667,600
                                                            ------------
                                                               7,760,438
                                                            ------------
FINLAND -- 0.3%
  Nokia Corp. PFD Free.......................       13,889     2,080,714
                                                            ------------


                See Accompanying Notes to Financial Statements.

                                       29

                                 THE BEA FAMILY
                               THE RBB FUND, INC.
                       BEA INTERNATIONAL EQUITY PORTFOLIO
                      STATEMENT OF NET ASSETS  (CONTINUED)
                               FEBRUARY 28, 1995
                                  (UNAUDITED)


                                                 NUMBER
                                                OF SHARES      VALUE
                                               -----------  ------------
FRANCE -- 5.7%
                                                      
  Banque Nationale de Paris Ordinary.........       90,087  $  3,996,644
  Carrefour Super Marche.....................       19,403     7,926,928
  EBF S.A....................................       26,464     4,856,206
  Groupe Danone..............................            3           433
  Legrand Ordinary...........................        4,439     5,635,314
  Michelin Class B...........................       94,365     3,774,232
  Pechiney CI................................       60,285     4,055,835
  Peugeot S.A. Ordinary**....................       32,665     4,458,951
  Technip S.A................................       15,025       761,798
  Valeo S.A..................................       78,235     3,745,455
                                                            ------------
                                                              39,211,796
                                                            ------------
GERMANY -- 5.2%
  Deutsche Bank AG...........................       10,381     5,125,320
  Hoechst AG.................................       24,095     5,360,323
  Mannesmann AG..............................       14,503     4,236,552
  Schering AG................................       10,414     7,996,477
  Veba AG....................................       17,180     6,224,552
  Volkswagen AG..............................       23,970     6,554,618
                                                            ------------
                                                              35,497,842
                                                            ------------
HONG KONG -- 5.0%
  Champion Technology Holdings...............    7,092,328     1,293,517
  Cheung Kong Holdings Limited...............    1,704,300     7,429,170
  China Light and Power Company Limited......    1,032,000     5,032,518
  Guoco Bank Limited.........................      117,000       453,260
  HKR International Limited..................      280,400       244,820
  HSBC Holdings PLC..........................      670,501     7,046,722
  Sun Hung Kai Properties....................    1,082,200     7,279,058
  Swire Pacific Limited Class A..............      822,500     5,771,650
                                                            ------------
                                                              34,550,715
                                                            ------------
INDIA -- 1.9%
  India Liberalisation Fund A 144A**.........      301,632     2,735,802
  India Magnum A Restricted**................      112,300     5,615,000
  Indian Opportunity Fund Limited
    Ordinary**...............................      349,155     4,521,557

                                                 NUMBER
                                                OF SHARES      VALUE
                                               -----------  ------------
                                                      
INDIA -- (CONTINUED)
  Morgan Stanley India Investment Fund,
    Inc**....................................        1,600  $     15,800
                                                            ------------
                                                              12,888,159
                                                            ------------
INDONESIA -- 1.2%
  Bank International Indonesia (Foreign).....    1,166,900     2,975,174
  PT Hanjaya Mandala Sampoerna (Foreign).....      292,500     1,636,733
  PT Kabelindo Murni (Foreign)...............      303,000       957,130
  PT Matahari Putra Prima Ordinary Shares
    (Foreign)**..............................    1,695,500     2,830,934
                                                            ------------
                                                               8,399,971
                                                            ------------
ISRAEL -- 1.3%
  ECI Telecom Limited........................      256,020     3,904,305
  Geotek Communications, Inc**...............      375,000     2,625,000
  Teva Pharmaceutical Industries Limited
    ADR......................................      100,840     2,615,537
                                                            ------------
                                                               9,144,842
                                                            ------------
ITALY -- 1.9%
  Fiat SPA PFD**.............................    1,652,700     4,157,324
  Stet Savings di Risp.......................      959,700     2,209,564
  Stet Savings Ordinary......................      638,600     1,776,988
  Telecom Italia Non-Convertible di Risp
    SPA......................................    1,573,650     3,056,246
  Telecom Italia SPA.........................      846,884     2,043,882
                                                            ------------
                                                              13,244,004
                                                            ------------
JAPAN -- 32.5%
  Aida Engineering Limited...................       90,000       679,544
  Aoki Corp..................................      471,000     2,585,500
  Asahi Bank Limited.........................      362,000     4,236,769
  Asahi Breweries Limited....................      488,000     5,054,376
  Asahi Denka Kogyo..........................      128,000     1,032,750
  Asics Corp.................................      276,000       929,052
  Bank of Tokyo Limited......................      324,000     4,765,199
  Banyu Pharmaceutical Company...............       89,000       919,958
  Brother Industries Limited.................      239,000     1,326,815


                See Accompanying Notes to Financial Statements.

                                       30

                                 THE BEA FAMILY
                               THE RBB FUND, INC.
                       BEA INTERNATIONAL EQUITY PORTFOLIO
                      STATEMENT OF NET ASSETS  (CONTINUED)
                               FEBRUARY 28, 1995
                                  (UNAUDITED)


                                                 NUMBER
                                                OF SHARES      VALUE
                                               -----------  ------------
JAPAN -- (CONTINUED)
                                                      
  Chubu Electric Power Company, Inc..........      337,200  $  8,207,354
  Dai-Ichi Kangyo Bank Limited...............      337,000     6,073,330
  Daiwa Securities Company Limited...........      217,000     2,427,343
  Fuji Bank Limited..........................      348,000     7,497,048
  Fuji Photo Film Company Limited............      384,000     8,232,833
  Fujita Corp................................      664,000     3,562,424
  Gakken Company Limited**...................      107,000       775,764
  Gunze Limited..............................      530,000     3,359,503
  Hanwa Company Limited**....................      477,000     1,551,300
  Haseko Corp................................      173,000       922,786
  Hazama Corp................................      127,000       618,229
  Hitachi Limited............................      931,000     8,148,058
  Industrial Bank of Japan Limited...........      268,000     6,800,621
  Kansai Electric Power Company, Inc.........      240,200     5,547,861
  Konica Corp................................      866,000     5,919,834
  Koyo Seiko Company Limited.................      165,000     1,418,436
  Kumagai-Gumi Limited.......................      632,000     3,135,453
  Kureha Chemical Industry Company...........      457,000     2,144,184
  Marudai Food Company Limited...............      188,000     1,269,560
  Matsushita Electric Industrial Company.....      574,000     8,323,149
  Mitsubishi Electric Corp...................    1,371,000     8,917,535
  Mitsubishi Estate Company Limited..........      235,000     2,373,123
  Mitsubishi Trust and Banking Corp..........      170,000     2,412,222
  Nippon Denko Company Limited...............      200,000       714,656
  Nippon Oil Company.........................      642,000     3,856,655
  Nippon Sheet Glass Company Limited.........      495,000     2,537,804
  Nisshinbo Industries, Inc..................      466,000     4,416,261
  Nitto Denko Corp...........................      364,000     5,164,992
  Nomura Securities Company Limited..........      267,000     4,618,229
  NSK Limited................................      528,000     3,253,858
  Olympus Optical Company....................      340,000     3,204,557
  Onward Kashiyama Company Limited...........      181,000     2,305,852
  Renown, Inc**..............................      856,000     3,360,166

                                                 NUMBER
                                                OF SHARES      VALUE
                                               -----------  ------------
                                                      
JAPAN -- (CONTINUED)
  Ricoh Company..............................    1,144,000  $  9,751,548
  Sakura Bank Limited........................      457,000     5,490,627
  Sanyo Electric Company Limited.............    1,748,000     9,106,618
  Seino Transportation Company Limited.......      103,000     1,621,543
  Sekisui Chemical Company Limited...........      393,000     3,907,613
  Sekisui House Limited......................      429,000     4,843,190
  Shiseido Company Limited...................      506,000     5,502,848
  Sumitomo Bank Limited......................      346,000     6,307,198
  Takeda Chemical Industries Limited.........      614,000     7,122,527
  Tohoku Electric Power Company..............      124,700     3,035,163
  Tokai Bank Limited.........................      321,000     3,690,419
  Tokio Marine and Fire Insurance Company....      388,000     4,058,830
  Tokyo Style Corp. Limited..................       93,000     1,338,892
  Tokyu Department Store Company Limited.....      243,000     1,429,560
                                                            ------------
                                                             221,807,519
                                                            ------------
KOREA -- 1.4%
  Korea Fund, Inc............................      491,000     9,574,500
                                                            ------------
MALAYSIA -- 2.9%
  DCB Holdings Berhad........................      617,000     1,366,007
  Genting Berhad.............................      454,000     3,931,583
  Malayan Banking Berhad.....................      656,000     4,344,201
  Technology Resources Industries Berhad**...    1,076,300     3,669,205
  Telekom Malaysia...........................      581,000     4,075,196
  United Engineers Malaysia Limited..........      488,000     2,715,360
                                                            ------------
                                                              20,101,552
                                                            ------------
MEXICO -- 3.0%
  Cementos Apasco, S.A. de C.V...............      274,829       727,963
  Cementos Mexicanos A, S.A..................      225,091       521,502
  Cementos Mexicanos B, S.A..................      316,683       791,044
  Cementos Mexicanos CPO, S.A.**.............       89,725       212,091
  Cifra A, S.A. de C.V.......................       13,702        13,782
  Cifra B, S.A. de C.V.......................      630,460       665,867
  Cifra C, S.A. de C.V.......................      528,289       464,080


                See Accompanying Notes to Financial Statements.

                                       31

                                 THE BEA FAMILY
                               THE RBB FUND, INC.
                       BEA INTERNATIONAL EQUITY PORTFOLIO
                      STATEMENT OF NET ASSETS  (CONTINUED)
                               FEBRUARY 28, 1995
                                  (UNAUDITED)


                                                 NUMBER
                                                OF SHARES      VALUE
                                               -----------  ------------
MEXICO -- (CONTINUED)
                                                      
  Coca-Cola Femsa ADR, S.A. de C.V...........       68,800  $  1,032,000
  Corporacion Industrial Sanluis A1, S.A. de
    C.V......................................       55,000       460,561
  Corporacion Industrial Sanluis A2, S.A. de
    C.V......................................      111,390       896,349
  Fomento Economico Mexicano B, S.A. de
    C.V......................................      656,600       935,641
  Grupo Carso A1, S.A. de C.V. **............      206,280       762,527
  Grupo Casa Autrey ADR, S.A. de C.V.........      115,000     1,178,750
  Grupo Elektra CPO, S.A. de C.V.**..........      300,000       746,354
  Grupo Embotellador de Mexico Sponsored GDS,
    S.A. de C.V.**...........................       16,850       113,738
  Grupo Financiero Banamex Accival B, S.A. de
    C.V......................................       94,700        80,967
  Grupo Financiero Banamex Accival C, S.A. de
    C.V......................................      317,900       271,801
  Grupo Financiero Banamex Accival L, S.A. de
    C.V......................................       11,145         9,379
  Grupo Industrial Alfa A, S.A. de C.V.......      264,000     1,920,805
  Grupo Modelo C, S.A. de C.V................       94,000     1,144,074
  Grupo Sidek A, S.A. de C.V.................      135,200       133,273
  Grupo Sidek B, S.A. de C.V.................      977,025       504,482
  Grupo Sidek L, S.A. de C.V.**..............       12,223        10,328
  Grupo Sidek L Sponsored ADR, S.A. de
    C.V.**...................................        2,300         7,187
  Grupo Situr B, S.A. de C.V.................      775,878       291,361
  Grupo Televisa CPO Certificates, S.A. de
    C.V......................................       53,400       434,183
  Grupo Televisa GDS, S.A. de C.V............       57,860       954,690
  Kimberly Clark de Mexico A, S.A de C.V.....      239,000     1,855,105
  Telefonos de Mexico A, S.A. de C.V.........      221,504       308,954
  Telefonos de Mexico L, S.A. de C.V.........      683,071       945,879
  Telefonos de Mexico Sponsored ADR, S.A. de
    C.V......................................       62,500     1,726,562

                                                 NUMBER
                                                OF SHARES      VALUE
                                               -----------  ------------
                                                      
MEXICO -- (CONTINUED)
  Telefonos de Mexico Unsponsored ADR, S.A.
    de C.V...................................        4,900  $      6,737
  Tolmex B2, S.A. de C.V.....................      106,870       338,616
                                                            ------------
                                                              20,466,632
                                                            ------------
NETHERLANDS -- 2.6%
  Fortis Amev NV CVA.........................       84,131     3,753,458
  Koninklijke Pit Naderland NV 144A
    Ordinary.................................      160,960     5,693,689
  Philips Electronics NV ADR.................       20,500       673,938
  Philips Electronics NV Bearer..............      228,545     7,580,868
                                                            ------------
                                                              17,701,953
                                                            ------------
PAKISTAN -- 0.0%
  Nishat Mills...............................        3,000         3,987
  Phillips Electrical Pakistan...............          950         5,759
                                                            ------------
                                                                   9,746
                                                            ------------
PANAMA -- 0.3%
  Panamerican Beverages, Inc. Class A........       82,200     2,003,630
                                                            ------------
PHILIPPINES -- 0.7%
  Philippine Long Distance Telephone Company
    Sponsored ADR............................       79,250     4,685,656
                                                            ------------
PUERTO RICO -- 0.7%
  Cellular Communications of Puerto Rico.....      142,900     4,930,050
                                                            ------------
SINGAPORE -- 2.5%
  Overseas-Chinese Banking Corp. Limited
    (Foreign)................................      366,000     3,613,255
  Sembawang Corp. Limited Ordinary Shares....      460,000     3,239,213
  Singapore Press Holdings (Foreign).........      210,000     3,609,941
  United Overseas Bank Limited (Foreign).....      556,400     5,416,113
  Wing Tai Holdings..........................      573,000       909,838
                                                            ------------
                                                              16,788,360
                                                            ------------


                See Accompanying Notes to Financial Statements.

                                       32

                                 THE BEA FAMILY
                               THE RBB FUND, INC.
                       BEA INTERNATIONAL EQUITY PORTFOLIO
                      STATEMENT OF NET ASSETS  (CONTINUED)
                               FEBRUARY 28, 1995
                                  (UNAUDITED)


                                                 NUMBER
                                                OF SHARES      VALUE
                                               -----------  ------------
SPAIN -- 1.0%
                                                      
  Empresa Nacional de Electricidad, S.A......        5,770  $    251,675
  Empresa Nacional de Electricidad Sponsored
    ADR, S.A.................................       58,000     2,530,250
  Repsol, S.A................................        4,400       125,074
  Repsol Sponsored ADR, S.A..................      143,100     4,096,238
                                                            ------------
                                                               7,003,237
                                                            ------------
SWEDEN -- 1.0%
  Astra AB Fria A............................      244,020     6,148,860
  Astra AB Fria B............................       13,000       321,379
  Ericsson (LM) Telephone Company Class B
    ADR......................................          500        28,437
                                                            ------------
                                                               6,498,676
                                                            ------------
SWITZERLAND -- 1.6%
  BBC Brown Boveri AG........................        5,606     4,890,775
  Roche Holding AG...........................        1,030     5,711,098
                                                            ------------
                                                              10,601,873
                                                            ------------
THAILAND -- 3.6%
  Advanced Information Services Public
    Company Limited (Foreign)................      204,800     2,706,463
  Finance One Public Company Limited
    (Foreign)................................      398,000     2,533,602
  Krung Thai Bank Public Company Limited
    (Foreign)................................    2,277,700     7,020,308
  Phatra Thanakit Public Company Limited
    (Foreign)................................      375,600     2,754,198
  Sahaviriya Steel Industry (Local)**........      872,100     2,424,452
  Telecomasia Corp. Public Company Limited
    (Foreign)**..............................      407,000     1,352,840
  Thai Farmers Bank Public Company Limited
    (Foreign)................................      460,100     3,818,719
  Thai Military Bank Public Company Limited
    (Foreign)................................      648,500     2,142,506
                                                            ------------
                                                              24,753,088
                                                            ------------

                                                 NUMBER
                                                OF SHARES      VALUE
                                               -----------  ------------
                                                      
UNITED KINGDOM -- 10.8%
  Airtours PLC...............................      777,120  $  5,157,714
  British Airport Authority PLC..............      813,950     5,608,441
  British Sky Broadcasting Group PLC ADR**...      322,200     7,773,075
  De la Rue PLC..............................      430,350     6,980,346
  Flextech PLC**.............................      546,610     3,030,406
  HSBC Holdings PLC..........................        6,203        65,094
  India Fund B**.............................       28,233        60,150
  International Cabletel, Inc.**.............      148,800     4,761,600
  Rentokil Group PLC.........................      948,610     3,350,794
  Reuters Holdings PLC Class B...............      303,020     2,128,728
  Reuters Holdings PLC Class B ADR...........      112,600     4,771,425
  Standard Chartered Bank PLC................    1,640,769     6,549,424
  Vodafone Group PLC.........................    1,374,849     4,115,969
  Vodafone Group PLC ADR.....................      137,100     4,181,550
  Wassall PLC................................      848,710     3,468,440
  Wessex Water PLC...........................      971,320     4,200,299
  WPP Group PLC..............................    4,068,951     7,025,288
  WPP Group PLC ADR..........................       89,800       303,075
                                                            ------------
                                                              73,531,818
                                                            ------------
    TOTAL COMMON STOCKS, WARRANTS AND RIGHTS
     (Cost $731,994,858).....................                671,911,194
                                                            ------------

                                                   PAR
                                                  (000)
                                               -----------
                                                      
FOREIGN BONDS -- 0.3%
  Liberty Life Africa Eurodollar Convertible
    144A Bond 6.50% 09/30/04.................  $     1,700     1,666,000
                                                            ------------
    TOTAL FOREIGN BONDS
     (Cost $1,700,000).......................                  1,666,000
                                                            ------------


                See Accompanying Notes to Financial Statements.

                                       33

                                 THE BEA FAMILY
                               THE RBB FUND, INC.
                       BEA INTERNATIONAL EQUITY PORTFOLIO
                      STATEMENT OF NET ASSETS  (CONCLUDED)
                               FEBRUARY 28, 1995
                                  (UNAUDITED)


                                                   PAR
                                                  (000)        VALUE
                                               -----------  ------------
UNITED STATES TREASURY OBLIGATIONS -- 2.2%
                                                      
  U.S. Treasury Bills
    5.47% 03/09/95...........................  $     6,000  $  5,992,707
    5.49% 03/09/95...........................        5,000     4,993,900
    5.51% 04/06/95...........................        1,000       994,490
    5.69% 04/27/95...........................        3,000     2,972,867
                                                            ------------
    TOTAL U.S. TREASURY OBLIGATIONS
     (Cost $14,954,069)......................                 14,953,964
                                                            ------------
SHORT-TERM INVESTMENT -- 0.1%
  BBH Grand Cayman U.S. Dollar Time Deposit
    5.00% 03/07/95...........................          572       572,000
                                                            ------------
    TOTAL SHORT-TERM INVESTMENT
        (Cost $572,000)...................................       572,000
                                                            ------------
TOTAL INVESTMENTS AT VALUE -- 100.9%
  (Cost $749,220,927*)....................................  $689,103,158
LIABILITIES IN EXCESS OF OTHER
  ASSETS -- (0.9%)........................................    (5,905,600)
                                                            ------------
NET ASSETS (applicable to
  41,502,849 BEA shares) -- 100.0%........................  $683,197,558
                                                            ------------
                                                            ------------
                                                               VALUE
                                                            ------------

NET ASSET VALUE AND OFFERING
  PRICE PER SHARE
  ($683,197,558  DIVIDED BY 41,502,849)...................        $16.46
                                                            ------------
                                                            ------------
REDEMPTION PRICE PER SHARE
  ($16.46 x .9900)........................................        $16.30
                                                            ------------
                                                            ------------


 * Cost  for Federal income  tax purposes at February  28, 1995 is $750,595,116.
   The gross appreciation (depreciation) on a tax basis is as follows:

                             
  Gross Appreciation..........  $   34,123,105
  Gross Depreciation..........     (95,615,063)
                                --------------
  Net Depreciation............  $  (61,491,958)
                                --------------
                                --------------



** Non-income producing Securities.
 + Not readily marketable securities.

                            INVESTMENT ABBREVIATIONS

                             
ADR...........................  American Depository Receipts
ADS...........................  American Depository Shares
GDR...........................  Global Depository Receipts
GDS...........................  Global Depository Shares



                See Accompanying Notes to Financial Statements.

                                       34

                                 THE BEA FAMILY
                               THE RBB FUND, INC.
                         INTERNATIONAL EQUITY PORTFOLIO

STATEMENT OF OPERATIONS
FOR THE SIX MONTHS ENDED
FEBRUARY 28, 1995
(UNAUDITED)

                                            
INVESTMENT INCOME
  Dividends..................................  $    3,713,790
  Interest...................................         477,483
  Foreign taxes withheld.....................        (698,110)
                                               --------------
    TOTAL INVESTMENT INCOME..................       3,493,163
                                               --------------
EXPENSES
  Investment advisory fees...................       2,977,557
  Custodian fees.............................         615,000
  Administration service fee.................         558,292
  Administration fee.........................         465,243
  Registration fees..........................          49,600
  Audit fees.................................          33,826
  Legal fees.................................          21,219
  Insurance expense..........................          10,193
  Transfer agent fees........................           8,825
  Miscellaneous fees.........................           8,554
  Organization expense.......................           5,274
  Printing fees..............................           4,800
  Directors fees.............................           3,534
                                               --------------
                                                    4,761,917
  Less fees waived...........................        (109,484)
                                               --------------
    TOTAL EXPENSES...........................       4,652,433
                                               --------------
NET INVESTMENT LOSS..........................      (1,159,270)
                                               --------------
REALIZED AND UNREALIZED LOSS ON INVESTMENTS
 AND FOREIGN CURRENCY TRANSACTIONS:
  Net realized loss from:
    Security transactions....................     (25,814,370)
    Foreign exchange transactions............        (564,340)
                                               --------------
                                                  (26,378,710)
                                               --------------
Net unrealized appreciation (depreciation) from:
    Investments..............................    (117,699,063)
    Translation of assets and liabilities in
     foreign currencies......................          57,116
                                               --------------
                                                 (117,641,947)
                                               --------------
NET LOSS ON INVESTMENTS AND FOREIGN CURRENCY
 TRANSACTIONS................................    (144,020,657)
                                               --------------
NET DECREASE IN NET ASSETS RESULTING FROM
 OPERATIONS..................................  $ (145,179,927)
                                               --------------
                                               --------------



STATEMENTS OF CHANGES IN NET ASSETS



                                                  FOR THE
                                                SIX MONTHS        FOR THE
                                                   ENDED        YEAR ENDED
                                               FEBRUARY 28,     AUGUST 31,
                                                   1995            1994
                                               -------------   -------------
                                                         
                                                (UNAUDITED)
Increase (decrease) in net assets:
  Operations:
    Net investment income (loss).............  $ (1,159,270)   $  1,601,997
    Net gain (loss) on investments and
     foreign currency........................  (144,020,657)     60,027,767
                                               -------------   -------------
    Net increase (decrease) in net assets
     resulting from operations...............  (145,179,927)     61,629,764
                                               -------------   -------------
Distributions to shareholders:
  Dividends to shareholders from net
   investment income:
    BEA shares ($.05 per share for 1994).....            --        (806,718)
Distributions to shareholders from net
 realized capital gains:
  BEA shares ($.66 and $.60, respectively,
   per share)................................   (25,928,287)     (9,939,092)
                                               -------------   -------------
  Total distributions to shareholders........   (25,928,287)    (10,745,810)
                                               -------------   -------------
Net capital share transactions...............    87,115,981     447,902,313
                                               -------------   -------------
Total increase (decrease) in net assets......   (83,992,233)    498,786,267
Net Assets:
  Beginning of period........................   767,189,791     268,403,524
                                               -------------   -------------
  End of period..............................  $683,197,558    $767,189,791
                                               -------------   -------------
                                               -------------   -------------


                See Accompanying Notes to Financial Statements.

                                       35

                                 THE BEA FAMILY
                               THE RBB FUND, INC
                     BEA EMERGING MARKETS EQUITY PORTFOLIO
                            STATEMENT OF NET ASSETS
                               FEBRUARY 28, 1995
                                  (UNAUDITED)


                                                 NUMBER
                                                OF SHARES      VALUE
                                               -----------  ------------
                                                      
COMMON STOCK, WARRANTS AND RIGHTS -- 93.3%
ARGENTINA -- 3.0%
  Astra Cia Argentina de Petro, S.A..........       76,380  $     89,360
  Bagley Y Cia Limited.......................       49,240       110,784
  Banco Frances del Rio de la Plata..........       54,730       210,700
  Banco Galicia..............................       27,827        60,382
  Buenos Aires Embotelladora Sponsored ADR
    Class B..................................       21,600       567,000
  Comercial del Plata........................      113,950       201,681
  Comercial del Plata 144A...................        3,340        59,118
  Irsa Inversiones
    Represen B**.............................      212,324       409,765
  Quilmes Industrial ADR, S.A................       23,615       403,817
  Telecom Argentina B........................      112,630       388,554
  Telefonica de Argentina Sponsored ADR......       15,532       289,283
  Yacimientos Petroliferos Fiscades ADR,
    S.A......................................       24,700       469,300
                                                            ------------
                                                               3,259,744
                                                            ------------
AUSTRIA -- 0.6%
  Fotex A.S..................................      410,000       659,652
                                                            ------------
BRAZIL -- 17.7%
  Banco do Brasil PN Registered..............   24,480,000       316,614
  Banco Itau PN, S.A.**......................    1,466,000       396,449
  Bradesco Banco PN, S.A.....................   77,448,980       608,300
  Centrais Eletricas Brasileiras ON..........    4,684,781     1,057,587
  Centrais Eletricas Brasileiras PN B
    Registered...............................    8,151,729     1,792,230
  Centrais Eletricas de Santa Catarin PN
    B**......................................      746,000       489,439
  Cia Cervejaria Brahma PN...................    1,720,908       522,039
  Cia Cervejaria Brahma PN Warrants Due
    1996**...................................      182,777        16,978
  Cia Energetica de Minas Gerais ADR.........       16,500       327,855


                                                 NUMBER
                                                OF SHARES      VALUE
                                               -----------  ------------
                                                      
BRAZIL -- (CONTINUED)
  Cia Energetica de Minas Gerais PN..........    2,693,915  $    216,970
  Cia Energetica de Minas Gerais 144A
    ADS**....................................       21,900       435,153
  Cia Paulista de Forca E Luz ON**...........   16,189,220       808,985
  Cia Siderurgica Nacional ADR, S.A.**.......        5,400       139,698
  Cia Siderurgica Nacional ON, S.A.**........   13,393,700       346,457
  Cia Tecidos Norte de Minas PN..............    2,649,000       688,335
  Cia Vale do Rio Doce PN....................    2,964,500       432,214
  Investimentos Itau PN......................      840,700       395,391
  Lojas Americanas PN Nonvoting..............   36,120,000       764,444
  Marco Polo PN B**..........................    1,044,000       195,175
  Moinho Santista Industries Gerais PN**.....      149,200       266,648
  Multibras Eletrodo PN, S.A.................      595,000       643,621
  Petroleo Brasileiro PN, S.A................   11,341,666     1,153,636
  Petroquimica do Nordeste PN A, S.A.........      784,000       663,695
  Refrigeracao Parana PN, S.A................  280,755,000       623,900
  Santista Alimentos, S.A.**.................      679,500     1,278,307
  Souza Cruz ON Registered...................      117,600       774,321
  Tec Toy Industria de Brinquedos PN
    Registered**.............................  203,430,000       153,081
  Telecomunicacoes Brasileiras PN, S.A.......   74,237,405     2,190,898
  Telecomunicacoes Brasileiras Sponsored ADR,
    S.A......................................       22,602       655,458
  Telesp PN..................................       23,928         2,940
  Usinas Siderurgica Minas Gerais PN B.......  332,400,000       476,811
  Usinas Siderurgica Minas Gerais 144A
    ADR**....................................       25,900       369,075
                                                            ------------
                                                              19,202,704
                                                            ------------


                See Accompanying Notes to Financial Statements.

                                       36

                                 THE BEA FAMILY
                               THE RBB FUND, INC
                     BEA EMERGING MARKETS EQUITY PORTFOLIO
                      STATEMENT OF NET ASSETS  (CONTINUED)
                               FEBRUARY 28, 1995
                                  (UNAUDITED)


                                                 NUMBER
                                                OF SHARES      VALUE
                                               -----------  ------------
CANADA -- 0.5%
                                                      
  Petersburg Long Distance, Inc.**...........       95,100  $    546,825
                                                            ------------
CHILE -- 6.0%
  Chilectra S.A., Sponsored 144A ADR.........       28,100     1,302,997
  Compania Cervecerias Uni ADR...............       13,800       291,525
  Compania de Telefonos de Chile Sponsored
    ADR, S.A.................................       34,320     2,093,520
  Empresa Nacional de Electricidad ADR,
    S.A......................................       44,500     1,012,375
  Enersis ADR, S.A...........................       28,900       671,925
  Madeco Sponsored ADR, S.A..................       10,230       242,962
  Maderas Y Sinteticos ADR...................       15,300       260,100
  Sociedad Quimica Y Minera Chile ADR........       19,550       618,269
                                                            ------------
                                                               6,493,673
                                                            ------------
CHINA -- 0.2%
  AES China Generating Company Limited A**...       22,700       201,463
                                                            ------------
ECUADOR -- 0.7%
  Cemento Nacional Ecuador GDR...............        2,260       813,600
                                                            ------------
GREECE -- 0.3%
  Aegek S.A..................................       16,000       310,613
                                                            ------------
HONG KONG -- 6.0%
  Champion Technology Holdings...............    1,016,000       185,301
  Cheung Kong Holdings Limited...............      269,000     1,172,591
  China Light and Power Company Limited......      151,500       738,785
  China Overseas Land Warrants Due 1995**....       15,200           619
  Consolidated Electric Power Asia...........      343,600       715,556

                                                 NUMBER
                                                OF SHARES      VALUE
                                               -----------  ------------
                                                      
HONG KONG -- (CONTINUED)
  Consolidated Electric Power Asia 144A**....       22,550  $    484,825
  HKR International Limited..................       72,200        63,038
  HSBC Holdings PLC..........................      106,000     1,114,022
  Sun Hung Kai Properties....................      163,000     1,096,365
  Swire Pacific Limited Class A..............      133,500       936,797
                                                            ------------
                                                               6,507,899
                                                            ------------
INDIA -- 6.1%
  Arvind Mills Limited 144A GDS..............       16,000        64,000
  Hindalco 144A GDR..........................       14,500       387,875
  India Liberalisation Fund A 144A**.........      134,163     1,216,858
  India Magnum A Restricted**................       60,000     3,000,000
  Indian Opportunity Fund Limited
    Ordinary**...............................      100,020     1,295,259
  Morgan Stanley India Investment Fund,
    Inc.**...................................       69,100       682,363
                                                            ------------
                                                               6,646,355
                                                            ------------
INDONESIA -- 2.4%
  Bank International Indonesia (Foreign).....      275,000       701,151
  Duta Anggada Realty (Foreign)..............          410           282
  PT Hanjaya Mandala Sampoerna (Foreign).....       80,000       447,654
  PT Kabelindo Murni (Foreign)...............      109,000       344,314
  PT Matahari Putra Prima Ordinary Shares
    (Foreign)**..............................      427,000       712,951
  PT Pakuwon Jati (Foreign)..................      722,000       447,992
                                                            ------------
                                                               2,654,344
                                                            ------------
ISRAEL -- 2.2%
  ECI Telecom Limited........................       47,700       727,425
  Elscint Limited ADR**......................       66,350       132,700
  Geotek Communications, Inc.**..............      128,900       902,300


                See Accompanying Notes to Financial Statements.

                                       37

                                 THE BEA FAMILY
                               THE RBB FUND, INC
                     BEA EMERGING MARKETS EQUITY PORTFOLIO
                      STATEMENT OF NET ASSETS  (CONTINUED)
                               FEBRUARY 28, 1995
                                  (UNAUDITED)


                                                 NUMBER
                                                OF SHARES      VALUE
                                               -----------  ------------
ISRAEL -- (CONTINUED)
                                                      
  Tecnomatix Technologies**..................       29,400  $    154,350
  Teva Pharmaceutical Industries Limited
    ADR......................................       17,830       462,466
                                                            ------------
                                                               2,379,241
                                                            ------------
KOREA -- 3.0%
  Korea Fund, Inc............................      170,300     3,320,850
                                                            ------------
MALAYSIA -- 16.3%
  Berjaya Group..............................    1,387,000     1,500,047
  DCB Holdings Berhad........................      318,000       704,036
  Genting Berhad.............................      319,000     2,762,500
  Magnum Corp................................      316,500       570,494
  Malayan Banking Berhad.....................      560,500     3,711,775
  Malaysia International Shipping
    (Foreign)................................      317,333       870,427
  Perusahaan Sadur Timah.....................      298,000       683,111
  Southern Bank Berhad.......................       99,000       171,466
  Southern Bank Berhad
    New A**..................................       54,450        94,733
  Technology Resources Industries Berhad**...      910,000     3,102,273
  Telekom Malaysia...........................      321,000     2,251,528
  Time Engineering...........................      348,000       852,273
  United Engineers Malaysia Limited..........       69,000       383,934
                                                            ------------
                                                              17,658,597
                                                            ------------
MEXICO -- 9.4%
  Cementos Apasco, S.A. de C.V...............      146,000       386,722
  Cementos Mexicanos A, S.A..................       31,758        73,578
  Cementos Mexicanos B, S.A..................      197,228       492,657
  Cementos Mexicanos CPO, S.A.**.............       13,500        31,911
  Cifra B, S.A. de C.V.......................       27,500        29,044
  Cifra C, S.A. de C.V.......................      623,029       547,305
  Coca-Cola Femsa ADR, S.A. de C.V...........       42,980       644,700
  Corporacion Industrial Sanluis A2, S.A. de
    C.V......................................      123,010       989,854

                                                 NUMBER
                                                OF SHARES      VALUE
                                               -----------  ------------
                                                      
MEXICO -- (CONTINUED)
  Fomento Economico Mexicano B, S.A. de
    C.V......................................      235,300  $    335,298
  Grupo Carso A1, S.A. de C.V.**.............      138,390       511,567
  Grupo Casa Autrey ADR, S.A. de C.V.........       36,300       372,075
  Grupo Elektra CPO, S.A. de C.V.**..........      154,000       383,128
  Grupo Embotellador de Mexico Sponsored GDS,
    S.A. de C.V.**...........................        3,750        25,312
  Grupo Financiero Banamex Accival B, S.A. de
    C.V......................................       17,000        14,535
  Grupo Financiero Banamex Accival C, S.A. de
    C.V......................................      188,440       161,114
  Grupo Financiero Banamex Accival L, S.A. de
    C.V......................................        3,667         3,086
  Grupo Financiero Bancrecer B, S.A. de
    C.V......................................       40,000        18,776
  Grupo Industrial Alfa A, S.A. de C.V.......       62,000       451,098
  Grupo Industrial Bimbo A, S.A. de C.V.**...       51,199       187,544
  Grupo Iusacell ADR Series D**..............        2,628        22,995
  Grupo Iusacell ADR Series L**..............       18,182       193,184
  Grupo Modelo C, S.A. de C.V................       60,000       730,260
  Grupo Sidek A, S.A. de C.V.................       35,000        34,501
  Grupo Sidek B, S.A. de C.V.................      475,471       245,507
  Grupo Sidek L Sponsored ADR, S.A. de
    C.V.**...................................        5,400        16,875
  Grupo Sidek L, S.A. de C.V.**..............        9,949         8,406
  Grupo Situr B, S.A. de C.V.................      431,514       162,044
  Grupo Televisa CPO Certificates, S.A. de
    C.V......................................       33,900       275,633
  Grupo Televisa GDS, S.A. de C.V............       13,410       221,265


                See Accompanying Notes to Financial Statements.

                                       38

                                 THE BEA FAMILY
                               THE RBB FUND, INC
                     BEA EMERGING MARKETS EQUITY PORTFOLIO
                      STATEMENT OF NET ASSETS  (CONTINUED)
                               FEBRUARY 28, 1995
                                  (UNAUDITED)


                                                 NUMBER
                                                OF SHARES      VALUE
                                               -----------  ------------
MEXICO -- (CONTINUED)
                                                      
  Kimberly Clark de Mexico A, S.A. de C.V....       79,000  $    613,194
  Sistema Argos B, S.A. de C.V...............      343,800       142,938
  Telefonos de Mexico L, S.A. de C.V.........      204,000       282,488
  Telefonos de Mexico Nominative A, S.A......       66,000        92,057
  Telefonos de Mexico Sponsored ADR, S.A. de
    C.V......................................       49,680     1,372,410
  Tolmex B2, S.A. de C.V.....................       28,100        89,034
                                                            ------------
                                                              10,162,095
                                                            ------------
PANAMA -- 0.9%
  Panamerican Beverages, Inc. Class A........       41,500     1,011,563
                                                            ------------
PHILIPPINES -- 1.1%
  Philippine Long Distance Telephone Company
    Sponsored ADR............................       20,400     1,206,150
                                                            ------------
PORTUGAL -- 1.2%
  Modelo Sociedade Gestora de Participacoes
    Sociais, S.A.............................       11,100       336,230
  Sonae Industria E Investimentos............       40,850       930,202
                                                            ------------
                                                               1,266,432
                                                            ------------
PUERTO RICO -- 1.1%
  Cellular Communications of Puerto Rico.....       34,300     1,183,350
                                                            ------------
SINGAPORE -- 1.1%
  Overseas-Chinese Banking Corp. Limited
    (Foreign)................................       33,000       325,785
  Sembawang Corp. Limited Ordinary Shares....       52,000       366,172
  United Overseas Bank Limited (Foreign).....       47,000       457,508
                                                            ------------
                                                               1,149,465
                                                            ------------

                                                 NUMBER
                                                OF SHARES      VALUE
                                               -----------  ------------
                                                      
THAILAND -- 10.9%
  Advanced Information Services Public
    Company Limited (Foreign)................       44,700  $    590,717
  Bangkok Bank Public Company Limited
    (Foreign)................................       82,900       714,770
  Bangkok First Investment and Trust Public
    Company Limited (Foreign)................       42,700       533,320
  Bangkok First Investment and Trust Public
    Company Limited (Local)..................        8,000        83,159
  Krung Thai Bank Public Company Limited
    (Foreign)................................      515,300     1,588,253
  Land and House Public Company Limited
    (Foreign)................................       31,500       558,421
  MDX Company Limited (Foreign)..............      170,400       494,311
  Phatra Thanakit Public Company Limited
    (Foreign)................................      275,300     2,018,719
  Regional Container Lines (Foreign).........       69,420     1,029,273
  Sahaviriya Steel Industry (Local)**........      277,300       770,898
  Siam Cement Company Limited (Foreign)......       17,000     1,034,247
  Telecomasia Corp. Public Company Limited
    (Foreign)**..............................       56,600       188,135
  Thai Farmers Bank Public Company Limited
    (Foreign)................................      221,400     1,837,566
  Thai Military Bank Public Company Limited
    (Foreign)................................      119,900       396,124
                                                            ------------
                                                              11,837,913
                                                            ------------
TURKEY -- 0.0%
  Turkiye Garanti Bankasi A.S. 144A ADR**....        3,750         7,500
                                                            ------------
UNITED KINGDOM -- 2.6%
  India Fund B**.............................      469,738     1,000,767
  Mauritius Fund Limited**...................       45,100       653,950


                See Accompanying Notes to Financial Statements.

                                       39

                                 THE BEA FAMILY
                               THE RBB FUND, INC
                     BEA EMERGING MARKETS EQUITY PORTFOLIO
                      STATEMENT OF NET ASSETS  (CONCLUDED)
                               FEBRUARY 28, 1995
                                  (UNAUDITED)


                                                 NUMBER
                                                OF SHARES      VALUE
                                               -----------  ------------
UNITED KINGDOM -- (CONTINUED)
                                                      
  Reliance Industries 144A ADR**.............       75,300  $  1,223,625
                                                            ------------
                                                               2,878,342
                                                            ------------
  TOTAL COMMON STOCKS,
   WARRANTS AND RIGHTS
   (Cost $129,878,303).......................                101,358,370
                                                            ------------

                                                   PAR
                                                  (000)
                                               -----------
                                                      
FOREIGN BONDS -- 2.4%
  Banco de Columbia Convertible 144A Bond
    5.20% 02/01/99...........................  $     1,120       974,400
  Liberty Life Africa Eurodollar Convertible
    144A Bond 6.50% 09/30/04.................          950       931,000
  Liberty Life Africa Eurodollar Reg-S
    Convertible Bond 6.50% 09/30/04..........          200       196,000
  Teco Electric & Machine Convertible 144A
    Bond 2.75% 04/15/04......................          570       475,950
                                                            ------------
  TOTAL FOREIGN BONDS (Cost $3,056,741)......                  2,577,350
                                                            ------------
SHORT-TERM INVESTMENT -- 4.7%
  BBH Grand Cayman U.S Dollar Time Deposit
    5.00% 03/07/95...........................        5,135     5,135,000
                                                            ------------

  TOTAL SHORT-TERM INVESTMENT
     (Cost $5,135,000).......................                  5,135,000
                                                            ------------

                                                               VALUE
                                                            ------------
                                                      

TOTAL INVESTMENTS AT VALUE -- 100.4%
  (Cost $138,070,044*).......................               $109,070,720

LIABILITIES IN EXCESS OF OTHER
  ASSETS -- (0.4%)...........................                   (481,304)
                                                            ------------
NET ASSETS (Applicable to 6,820,037 BEA
  Shares) --  100.0%.........................               $108,589,416
                                                            ------------
                                                            ------------
NET ASSET VALUE AND OFFERING PRICE PER SHARE
  ($108,589,416  DIVIDED BY 6,820,037).......                     $15.92
                                                            ------------
                                                            ------------
REDEMPTION PRICE PER SHARE ($15.92 x
  .9850).....................................                     $15.68
                                                            ------------
                                                            ------------


 * Cost for Federal income tax purposes at February 28, 1995 is 138,297,594. The
   gross appreciation (depreciation) on a tax basis is as follows:

                                            
  Gross Appreciation.........................  $   5,149,086
  Gross Depreciation.........................    (34,375,960)
                                               -------------
  Net Depreciation...........................  $ (29,226,874)
                                               -------------
                                               -------------



** Non-income producing securities.

                            INVESTMENT ABBREVIATIONS

                             
ADR...........................  American Depository Receipts
ADS...........................  American Depository Shares
GDR...........................  Global Depository Receipts
GDS...........................  Global Depository Shares



                See Accompanying Notes to Financial Statements.

                                       40

                                 THE BEA FAMILY
                               THE RBB FUND, INC.
                     BEA EMERGING MARKETS EQUITY PORTFOLIO



STATEMENT OF OPERATIONS
FOR THE SIX MONTHS ENDED
FEBRUARY 28, 1995
(UNAUDITED)

                                            
INVESTMENT INCOME
  Dividends..................................  $     635,454
  Interest...................................        112,614
  Foreign taxes withheld.....................       (205,657)
                                               -------------
    TOTAL INVESTMENT INCOME..................        542,411
                                               -------------
EXPENSES
  Investment advisory fees...................        640,986
  Custodian fees.............................        189,193
  Administration service fee.................         96,148
  Administration fee.........................         80,121
  Registration fees..........................         19,548
  Audit fees.................................          9,517
  Transfer agent fees........................          9,474
  Miscellaneous fees.........................          8,370
  Legal fees.................................          6,621
  Organization expense.......................          5,274
  Printing fees..............................          4,179
  Insurance expense..........................          1,723
  Directors fees.............................            616
                                               -------------
                                                   1,071,770
  Less fees waived...........................       (110,283)
                                               -------------
    TOTAL EXPENSES...........................        961,487
                                               -------------
NET INVESTMENT LOSS..........................       (419,076)
                                               -------------
REALIZED AND UNREALIZED LOSS ON INVESTMENTS
  AND FOREIGN CURRENCY TRANSACTIONS:
  Net realized loss from:
    Security transactions....................     (1,817,832)
    Foreign exchange transactions............       (113,094)
                                               -------------
                                                  (1,930,926)
                                               -------------
  Net unrealized depreciation from:
    Investments..............................    (44,246,086)
    Translation of assets and liabilities in
     foreign currencies......................        (19,677)
                                               -------------
                                                 (44,265,763)
                                               -------------
NET LOSS ON INVESTMENTS AND FOREIGN CURRENCY
  TRANSACTIONS...............................    (46,196,689)
                                               -------------
NET DECREASE IN NET ASSETS RESULTING FROM
  OPERATIONS.................................  $ (46,615,765)
                                               -------------
                                               -------------


STATEMENTS OF CHANGES IN NET ASSETS



                                                                   FOR THE
                                                                  YEAR ENDED
                                                                  AUGUST 31,
                                                                     1994
                                                 FOR THE         ------------
                                                SIX MONTHS
                                                  ENDED
                                               FEBRUARY 28,
                                                   1995
                                               ------------
                                               (UNAUDITED)
                                                           
Increase (decrease) in net assets:
  Operations:
    Net investment loss......................  $  (419,076)      $   (17,188)
    Net gain (loss) on investments and
     foreign currency........................  (46,196,689)       17,329,056
                                               ------------      ------------
    Net increase (decrease) in net assets
     resulting from operations...............  (46,615,765)       17,311,868
                                               ------------      ------------
Distribution to shareholders:
  Dividends to shareholders from net
   investment income:
    BEA shares ($.07 and $.09, respectively,
     per share)..............................     (394,002)         (291,386)
    Distributions to shareholders from net
     realized capital gains:
    BEA shares ($.92 and $.32, respectively,
     per share)..............................   (5,374,023)       (1,002,877)
                                               ------------      ------------
  Total distributions to shareholders........   (5,768,025)       (1,294,263)
                                               ------------      ------------
Net capital share transactions...............   20,297,827       102,669,712
                                               ------------      ------------
Total increase (decrease) in net assets......  (32,085,963)      118,687,317
Net Assets:
  Beginning of period........................  140,675,379        21,988,062
                                               ------------      ------------
  End of period..............................  $108,589,416      $140,675,379
                                               ------------      ------------
                                               ------------      ------------


                See Accompanying Notes to Financial Statements.

                                       41

                                 THE BEA FAMILY
                               THE RBB FUND, INC.
                      BEA U.S. CORE FIXED INCOME PORTFOLIO
                            STATEMENT OF NET ASSETS
                               FEBRUARY 28, 1995
                                  (UNAUDITED)


                                                  PAR
                                                 (000)          VALUE
                                               ----------   -------------
                                                      
CORPORATE BONDS -- 16.9%
AIRLINES -- 0.6%
  Delta Air Lines, Inc. Debenture (Ba1, BB)
    9.75% 05/15/21...........................  $      350   $     346,500
                                                            -------------
BANKS -- 3.9%
  Canada Imperial Bank of Commerce FRN Euro
    Debenture (NR, NR)
    6.9375% 07/31/49.........................         330         281,045
  Christiania Bank og Kreditkasse (NR, NR)+
    6.3125% Open.............................         250         193,325
  Den Norske Bank Perpetual FRN (NR, NR)+
    6.50% Open...............................         340         262,089
  Hongkong & Shanghai Banking Corp. Ltd.
    Perpetual FRN (NR, NR)+
    6.5625% Open.............................          50          39,538
    6.75% Open...............................         520         411,320
  Lloyds Bank Plc Perpetual FRN (NR, NR)+
    6.4375% 11/30/49.........................         320         269,920
  Midland Bank Plc Perpetual FRN (A2, BBB+)+
    5.75% 09/30/49...........................         410         329,538
  National Westminster Bank Plc
    (A-1, A+)+
    6.8125% Open.............................         270         231,876
  Standard Chartered Bank
    (Baa3, NR)+
    7.025% Open..............................         400         301,100
                                                            -------------
                                                                2,319,751
                                                            -------------
BUILDING & BUILDING MATERIALS -- 0.9%
  JM Peters Co. Inc., Senior Notes (B-, B3)
    12.75% 05/01/02..........................         230         184,000
  News America Holdings Inc. Guaranteed
    Senior Notes, Inc.
    (Ba1, BBB-)
    9.25% 02/01/13...........................         345         358,800
                                                            -------------
                                                                  542,800
                                                            -------------


                                                  PAR
                                                 (000)          VALUE
                                               ----------   -------------
                                                      
COMMUNICATIONS & MEDIA -- 0.4%
  Adelphia Communications Corp.
    Senior Notes PIK Bonds (B2, B)
    9.50% 02/15/04...........................  $      296   $     215,982
                                                            -------------
CONSUMER SERVICES -- 0.6%
  Falcon Holdings Group L.P.
    Senior Subordinated Notes
    PIK Bonds (NR, NR)
    11.00% 09/15/03..........................         433         373,212
                                                            -------------
ENVIRONMENTAL SERVICES -- 0.5%
  EnviroSource, Inc. Senior Notes
    (B3, B-)
    9.75% 06/15/03...........................         360         319,500
                                                            -------------
FINANCE -- 2.5%
  Ford Motor Credit Corp. Medium Term Notes
    (A-2, A)
    4.80% 07/22/96...........................          25          24,281
  GMAC Medium Term Notes (Baa1, BBB+)
    7.25% 07/20/98...........................       1,160       1,142,600
    8.625% 06/15/99..........................         100         102,875
    8.40% 10/15/99...........................         200         203,750
                                                            -------------
                                                                1,473,506
                                                            -------------
FINANCIAL SERVICES -- 0.1%
  International Lease Finance Corp.
    Senior Notes (A2, A+)
    6.75% 08/01/97...........................          30          29,588
                                                            -------------
GAS UTILITIES -- 0.1%
  Columbia Gas Systems Debentures (Caa,
    D)***/****
    10.50% 06/01/12..........................          45          59,850
                                                            -------------
INDUSTRIAL, MANUFACTURING & PROCESSING -- 1.3%
  Arcadian Partners L.P. Senior Notes Series
    B (B2, B+)
    10.75% 05/01/05..........................         260         256,100
  PDV America, Inc. Guaranteed Senior Notes
    (Baa3, BB) 7.875% 08/01/03...............         420         327,600


                See Accompanying Notes to Financial Statements.

                                       42

                                 THE BEA FAMILY
                               THE RBB FUND, INC.
                      BEA U.S. CORE FIXED INCOME PORTFOLIO
                      STATEMENT OF NET ASSETS  (CONTINUED)
                               FEBRUARY 28, 1995
                                  (UNAUDITED)


                                                  PAR
                                                 (000)          VALUE
                                               ----------   -------------
INDUSTRIAL, MANUFACTURING & PROCESSING -- (CONTINUED)
                                                      
  Wilrig Yankee Senior Secured Notes (B2, B)
    11.25% 03/15/04..........................  $      215   $     191,888
                                                            -------------
                                                                  775,588
                                                            -------------
PAPER & FOREST PRODUCTS -- 1.3%
  Grupo Industrial Durango Yankee Notes (B1,
    BB)
    12.00% 07/15/01..........................         210         161,700
  P. T. Indah Kiat Pulp & Paper Corp.
    Guaranteed Notes (Ba3, BB)
    11.875% 06/15/02.........................         230         226,550
  P. T. Indah Kiat Pulp & Paper Corp. Notes
    144A Senior
    Security (Ba3, BB)
    8.875% 11/01/00..........................         155         127,100
  Stone Container Corp. First Mortgage Note
    (B1, B+)
    10.75% 10/01/02..........................         250         260,000
                                                            -------------
                                                                  775,350
                                                            -------------
PUBLISHING -- 0.8%
  Time Warner, Inc. Debenture (Ba1, BBB-)
    9.15% 02/01/23...........................         480         461,400
                                                            -------------
RESTAURANTS -- 0.6%
  Flagstar Corp. Subordinated Debentures
    (Caa, CCC+)
    11.25% 11/01/04..........................         430         368,725
                                                            -------------
RETAIL -- 1.0%
  Federated Department Stores Senior Notes
    (Ba1, BB)
    10.00% 02/15/01..........................         470         492,325
  Pueblo Xtra International, Inc.
    Senior Notes (B2, B-)
    9.50% 08/01/03...........................          85          70,656
                                                            -------------
                                                                  562,981
                                                            -------------

                                                  PAR
                                                 (000)          VALUE
                                               ----------   -------------
                                                      
STEEL -- 0.2%
  Armco, Inc. Senior Notes (B1, B)
    9.375% 11/01/00..........................  $      150   $     137,813
                                                            -------------
TELEPHONE -- 0.1%
  Nippon Telephone & Telegraph Notes (Aaa,
    AAA)
    9.50% 07/27/98...........................          50          53,125
                                                            -------------
TELEVISION -- 0.8%
  Turner Broadcasting Systems
    Senior Notes (Ba2, BB+)
    7.40% 02/01/04...........................         565         491,550
                                                            -------------
UTILITIES -- 1.2%
  Korea Electric Power Corp. Debentures (A1,
    A+)
    7.75% 04/01/13...........................         765         687,544
                                                            -------------
    TOTAL CORPORATE BONDS
      (Cost $10,196,612).....................                   9,994,765
                                                            -------------
FOREIGN GOVERNMENT BONDS -- 4.7%
  Central Bank of Argentina Series 89B Bonex
    (B1, BB-)+
    6.875% 12/28/99..........................          40          20,880
  Central Bank of the Philippines Par Bond
    Step-Up Coupon Series B (NR, NR)+
    5.34% 12/01/17...........................         500         296,875
  Republic of Argentina FRB
    Non-U.S. Tranche (NR, NR)+
    6.50% 03/31/05...........................         750         383,906
  Republic of Argentina Step-up Par Bonds Non
    U.S. Tranche Series L (B2, NR)+
    4.25% 03/31/23...........................       1,000         392,500
  Republic of Brazil IDU Notes Non-U.S.
    Tranche (NR, NR)+
    7.8125% 01/01/01.........................         485         376,178
  Republic of Italy Global Bond (A1, AA)
    6.875% 09/27/23..........................         780         632,775
  Republic of Turkey Yankee Bonds (Ba3, B+)
    9.00% 06/15/99...........................         170         150,663


                See Accompanying Notes to Financial Statements.

                                       43

                                 THE BEA FAMILY
                               THE RBB FUND, INC.
                      BEA U.S. CORE FIXED INCOME PORTFOLIO
                      STATEMENT OF NET ASSETS  (CONTINUED)
                               FEBRUARY 28, 1995
                                  (UNAUDITED)


                                                  PAR
                                                 (000)          VALUE
                                               ----------   -------------
FOREIGN GOVERNMENT BONDS (CONTINUED)
                                                      
  Republic of Venezuela Par Bonds
    (Ba2, NR)
    6.75% 3/31/20............................  $      500   $     222,188
  The Polish People's Republic Discount Bonds
    (NR, NR)+
    6.8125% 10/27/24.........................         390         260,081
                                                            -------------
    TOTAL FOREIGN
      GOVERNMENT BONDS
      (Cost $3,030,381)......................                   2,736,046
                                                            -------------
STRUCTURED NOTES -- 3.7%
  Du Pont (E.I.) de Nemours & Co., Medium
    Term Notes, Series F (Aa2, AAA)
    4.25% 03/17/95...........................         650         606,060
  General Mills Inc. Medium Term Notes,
    Series D (NR, NR)
    4.28% 03/17/95...........................         555         476,412
  Toyota Motor Credit Corp. Indexed Medium
    Term Notes (Aaa, AAA)
    4.25% 03/17/95...........................       1,175       1,087,345
                                                            -------------
    TOTAL STRUCTURED NOTES
      (Cost $2,366,577)......................                   2,169,817
                                                            -------------
AGENCY OBLIGATIONS -- 35.2%
FEDERAL HOME LOAN MORTGAGE CORP. -- 0.3%
  FHLMC
    7.00% 08/01/00...........................         143         140,750
  FHLMC 5 Year Gold Balloon (TBA)**
    6.00% 01/15/00...........................          25          24,164
                                                            -------------
                                                                  164,914
                                                            -------------
FEDERAL NATIONAL MORTGAGE ASSOCIATION -- 19.7%
  FNMA
    7.50% 04/01/00...........................         904         900,859
    6.00% 10/01/01...........................       1,657       1,566,565
    7.50% 01/15/02...........................          85          84,734
    6.00% 02/01/25...........................       3,077       2,702,151
    6.50% 01/15/02 (TBA)**...................       1,810       1,754,003
    7.50% 01/01/10 (TBA)**...................       2,450       2,425,500

                                                  PAR
                                                 (000)          VALUE
                                               ----------   -------------
                                                      
FEDERAL NATIONAL MORTGAGE ASSOCIATION -- (CONTINUED)
    8.00% 01/15/25 (TBA)**...................  $    1,150   $   1,143,172
  FNMA Balloon
    7.50% 07/01/00...........................          91          90,434
    7.50% 06/01/01...........................         123         122,421
    7.50% 09/01/01...........................         576         573,966
  FNMA 1991-165 Class M
    8.25% 12/25/21...........................          13          12,900
  FNMA 1994-3 Class SA
    3.1453% 01/25/24.........................         483         202,698
                                                            -------------
                                                               11,579,403
                                                            -------------
GOVERNMENT NATIONAL MORTGAGE ASSOCIATION -- 14.8%
  GNMA
    8.25% 08/15/04...........................           2           1,767
    9.00% 11/15/04...........................           2           2,393
    9.00% 12/15/04...........................           2           1,946
    8.25% 04/15/06...........................           3           3,091
    13.50% 07/15/14..........................           1           1,606
    9.00% 12/15/16...........................         395         410,076
    9.00% 10/15/17...........................         561         582,413
    7.00% 01/01/10 (TBA)**...................       1,900       1,844,188
    6.00% 12/01/10 (TBA)**...................         870         807,197
    7.50% 01/15/25 (TBA)**...................       4,045       3,916,066
    8.00% 11/15/25 (TBA)**...................       1,160       1,153,475
                                                            -------------
                                                                8,724,218
                                                            -------------
MISCELLANEOUS -- 0.4%
  Hydro Quebec Guaranteed Debenture (A1, A+)
    13.25% 10/15/10..........................         100         108,000
  National Archive Facility Trust COP (Aaa,
    AAA)
    8.50% 09/01/19...........................         129         128,858
                                                            -------------
                                                                  236,858
                                                            -------------
    TOTAL AGENCY OBLIGATIONS
      (Cost $20,313,721).....................                  20,705,393
                                                            -------------
ASSET-BACKED SECURITIES -- 0.2%
  First USA Credit Card Master Trust Series
    1994-3 (Aaa, AAA)
    6.345% 12/15/99..........................          80          79,925


                See Accompanying Notes to Financial Statements.

                                       44

                                 THE BEA FAMILY
                               THE RBB FUND, INC.
                      BEA U.S. CORE FIXED INCOME PORTFOLIO
                      STATEMENT OF NET ASSETS  (CONTINUED)
                               FEBRUARY 28, 1995
                                  (UNAUDITED)


                                                  PAR
                                                 (000)          VALUE
                                               ----------   -------------
ASSET-BACKED SECURITIES -- (CONTINUED)
                                                      
  Goldome Credit Corp. Home
    Equity Trust Series 90-1
    (Aa2, AA)
    10.00% 07/15/05..........................  $       15   $      15,116
                                                            -------------
    TOTAL ASSET-BACKED
      SECURITIES
      (Cost $95,134).........................                      95,041
                                                            -------------
COLLATERALIZED MORTGAGED BACKED SECURITIES -- 0.0%
  Collateralized Mortgage Obligation
    Trust Series 54-C (Aaa, AAA)
    9.25% 11/01/13...........................           4           4,113
  Ryland Acceptance Corp. Series 85D (Aaa,
    AAA)
    9.25% 04/01/12...........................           8           8,078
                                                            -------------
    TOTAL COLLATERALIZED MORTGAGE BACKED
      SECURITIES
      (Cost $12,391).........................                      12,191
                                                            -------------
COMMERCIAL PAPER -- 21.7%
  BHF Finance Inc. (P-1, A-1)
    5.95% 03/17/95...........................       1,600       1,595,769
  BMW Capital Corp. (P-1, A-1)
    5.97% 03/20/95...........................       1,600       1,594,959
  Cargill, Inc. (P-1, A-1)
    5.87% 03/17/95...........................       1,600       1,595,826
  Colgate-Palmolive Company
    (P-1, A-1)
    5.93% 03/17/95...........................       1,600       1,595,783
  Englehard Corp.
    (P-1, A-1)
    5.95% 03/15/95...........................       1,600       1,596,298
  General Electric Capital Corp. (P-1, A-1)
    5.87% 03/16/95...........................       1,600       1,596,087
  San Paolo U.S. Financial Co.
    (P-1, A-1)
    5.93% 03/15/95...........................       1,600       1,596,310
  Treasury Corp. of New South Wales (P-1,
    A-1)
    5.87% 03/17/95...........................       1,600       1,595,826
                                                            -------------

                                                  PAR
                                                 (000)          VALUE
                                               ----------   -------------
                                                      
COMMERCIAL PAPER -- (CONTINUED)
    TOTAL COMMERCIAL PAPER
      (Cost $12,766,858).....................               $  12,766,858
                                                            -------------
MUNICIPAL BONDS -- 1.2%
  Birmingham Alabama Industrial
    Water Board Revenue (NR, AAA)
    6.00% 07/01/07...........................  $       10          10,188
  Intermountain Power Agency Revenue (Aa, AA)
    5.00% 07/01/23...........................          70          58,800
  Los Angeles Department of Water & Power,
    Electric Revenue (Aa, AA)
    4.50% 05/15/23...........................          15          11,213
  New York State Medical Care Facilities
    Financial Agency Revenue (Hospital and
    Nursing Home) (NR, NR)
    5.75% 08/15/19...........................          15          14,138
  Orlando Florida Utilities Commission Water
    & Electric Revenue BAN (Aa, AA-)
    5.00% 10/01/20...........................          10           8,600
  Triborough Bridge & Tunnel Authority New
    York Mortgage Recording Tax Special
    Oblig. Series 89A (Aaa, AAA)
    7.125% 01/01/19..........................          15          16,463
  Washington State GO (Aa, AA) 5.50%
    05/01/18.................................         650         600,438
                                                            -------------
    TOTAL MUNICIPAL BONDS
      (Cost $667,425)........................                     719,840
                                                            -------------
UNITED STATES TREASURY OBLIGATIONS -- 34.6%
U.S. TREASURY BONDS -- 14.1%
    11.625% 11/15/04.........................       1,465       1,901,672
    10.75% 08/15/05..........................         595         743,101
    8.875% 08/15/17..........................       2,305       2,621,684
    7.875% 02/15/21..........................         245         871,085
    7.125% 02/15/23..........................       2,260       2,153,689
                                                            -------------
                                                                8,291,231
                                                            -------------


                See Accompanying Notes to Financial Statements.

                                       45

                                 THE BEA FAMILY
                               THE RBB FUND, INC.
                      BEA U.S. CORE FIXED INCOME PORTFOLIO
                      STATEMENT OF NET ASSETS  (CONCLUDED)
                               FEBRUARY 28, 1995
                                  (UNAUDITED)


                                                  PAR
                                                 (000)          VALUE
                                               ----------   -------------
U.S. TREASURY NOTES -- 19.9%
                                                      
    7.375% 05/15/96..........................  $      135   $     136,265
    7.25% 11/15/96...........................         305         307,592
    6.00% 02/31/97...........................       3,365       3,290,768
    5.375% 05/31/98..........................       7,730       7,381,834
    7.50% 11/15/01...........................         235         239,399
    5.75% 08/15/03...........................         375         340,590
                                                            -------------
                                                               11,696,448
                                                            -------------
U.S. TREASURY STRIP NOTES -- 0.6%
    0.00% 11/15/04...........................         710         349,093
                                                            -------------
    TOTAL U.S. TREASURY
      OBLIGATIONS
      (Cost $20,070,912).....................                  20,336,772
                                                            -------------
LOAN PARTICIPATION AGREEMENTS*** -- 0.4%
BANKS -- 0.4%
  Vnesheconombank Bank Participation Loan....        1,350         213,065
                                                             -------------
    TOTAL LOAN PARTICIPATION AGREEMENTS
      (Cost $272,447)........................                      213,065
                                                             -------------
SHORT-TERM INVESTMENT -- 3.2%
  BBH Grand Cayman U.S. Dollar Time Deposit
    5.00% 03/07/95...........................        1,914       1,914,000
                                                             -------------
    TOTAL SHORT-TERM INVESTMENT
      (Cost $1,914,000)......................                    1,914,000
                                                             -------------

                                                NUMBER OF
                                                 SHARES
                                               -----------
                                                       
WARRANTS*** -- 0.0%
  JM Peters Inc. Warrants
    Expiring 05/01/02........................        1,817             909
                                                             -------------
    TOTAL WARRANTS
      (Cost $1,000)..........................                          909
                                                             -------------
TOTAL INVESTMENTS AT VALUE (Cost $71,707,458)
  -- 121.8%..................................                   71,664,697

                                                                 VALUE
                                                             -------------
                                                       
INVESTMENTS SECURITIES
  PURCHASED PAYABLE -- (24.2%)...............                $ (14,233,707)
OTHER ASSETS IN EXCESS OF LIABILITIES --
  2.4%.......................................                    1,392,322
                                                             -------------
NET ASSETS (Applicable to
  4,038,565 BEA shares)--100.0%..............                $  58,823,312
                                                             -------------
                                                             -------------
NET ASSET VALUE, OFFERING PRICE AND
  REDEMPTION PRICE PER SHARE
  ($58,823,312  DIVIDED BY 4,038,565)........                       $14.57
                                                             -------------
                                                             -------------


   * Cost  for Federal income  tax purposes at February  28, 1995 is 71,910,681.
     The gross appreciation (depreciation) on a tax basis is as follows:

                                            
   Gross Appreciation........................  $  756,089
   Gross Depreciation........................  (1,002,073)
                                               ----------
   Net Depreciation..........................  $ (245,984)
                                               ----------
                                               ----------



  ** Securities were acquired on a delayed delivery basis.

 *** Non-Income Producing.

**** Securities currently in default.

   + Variable Rate Obligations  -- The  interest rate shown  is the  rate as  of
     February 28, 1995.

The  Moody's Investors Service, Inc. and  Stadard & Poor's Corporation's ratings
indicated are the most recent ratings available at February 28, 1995.

                            INVESTMENT ABBREVIATIONS

                             
BAN...........................  Bond Anticipation Notes
COP...........................  Certificates of Participation
FRB...........................  Floating Rate Bond
FRN...........................  Floating Rate Note
GO............................  General Obligation
PIK...........................  Pay in Kind
TBA...........................  To be Announced



                See Accompanying Notes to Financial Statements.

                                       46

                                 THE BEA FAMILY
                               THE RBB FUND, INC.
                      BEA U.S. CORE FIXED INCOME PORTFOLIO

STATEMENT OF OPERATIONS
FOR THE SIX MONTHS ENDED
FEBRUARY 28, 1995
(UNAUDITED)

                                            
INVESTMENT INCOME
  Interest...................................  $ 1,885,969
                                               -----------
EXPENSES
  Investment advisory fees...................      100,540
  Administration service fee.................       40,216
  Administration fee.........................       33,513
  Custodian fees.............................       24,463
  Registration fees..........................       10,075
  Transfer agent fees........................        9,400
  Printing fees..............................        5,359
  Legal fees.................................        3,089
  Miscellaneous fees.........................        2,414
  Audit fees.................................        2,191
  Organization expense.......................        1,801
  Insurance expense..........................          653
  Directors fees.............................          296
                                               -----------
                                                   234,010
  Less fees waived...........................      (99,957)
                                               -----------
    TOTAL EXPENSES...........................      134,053
                                               -----------
NET INVESTMENT INCOME........................    1,751,916
                                               -----------
REALIZED AND UNREALIZED GAIN (LOSS) ON
  INVESTMENTS AND FOREIGN CURRENCY
  TRANSACTIONS:..............................
  Net realized loss from:
    Security transactions....................     (971,953)
    Foreign exchange transactions............         (421)
                                               -----------
                                                  (972,374)
                                               -----------
  Net unrealized appreciation (depreciation)
   from:
    Investments..............................      433,475
    Translation of assets and liabilities in
     foreign currencies......................       (9,592)
                                               -----------
                                                   423,883
                                               -----------
NET LOSS ON INVESTMENTS AND FOREIGN CURRENCY
  TRANSACTIONS...............................     (548,491)
                                               -----------
NET INCREASE IN NET ASSETS RESULTING FROM
  OPERATIONS.................................  $ 1,203,425
                                               -----------
                                               -----------



STATEMENT OF CHANGES IN NET ASSETS



                                                                FOR THE
                                                                 PERIOD
                                                                APRIL 1,
                                                                1994(1)
                                                               TO AUGUST
                                                                31, 1994
                                                 FOR THE      ------------
                                                SIX MONTHS
                                                  ENDED
                                               FEBRUARY 28,
                                                   1995
                                               ------------
                                               (UNAUDITED)
                                                        
Increase in net assets:
  Operations:
    Net investment income....................  $ 1,751,916    $   859,203
    Net loss on investments and foreign
     currency................................     (548,491)      (854,633)
                                               ------------   ------------
    Net increase in net assets resulting from
     operations..............................    1,203,425          4,570
                                               ------------   ------------
Distributions to shareholders:
  Dividends to shareholders from net
   investment income:
    BEA shares ($.46 and $.24, respectively,
     per share)..............................   (1,467,800)      (491,074)
                                               ------------   ------------
Net capital share transactions...............   29,071,869     30,502,172
                                               ------------   ------------
  Total increase in net assets...............   28,807,494     30,015,668
                                               ------------   ------------
Net Assets:
  Beginning of period........................   30,015,818            150
                                               ------------   ------------
  End of period..............................  $58,823,312    $30,015,818
                                               ------------   ------------
                                               ------------   ------------



(1) Commencement of Operations.


                See Accompanying Notes to Financial Statements.

                                       47

                                 THE BEA FAMILY
                               THE RBB FUND, INC.
                       BEA GLOBAL FIXED INCOME PORTFOLIO
                            STATEMENT OF NET ASSETS
                               FEBRUARY 28, 1995
                                  (UNAUDITED)


                                                    PAR
                                                   (000)           VALUE
                                               -------------   -------------
                                                      
INTERNATIONAL BONDS -- 74.8%
ARGENTINA -- 1.4%
  Republic of Argentina FRB Non U.S.
    Tranche (NR, NR)+
    6.50% 03/31/05......................    $            500   $     255,936
                                                               -------------
AUSTRALIA -- 3.9%
  Queensland Treasury Corp. Global Bonds
    (NR, NR) 8.00% 07/14/99.............  AUD            630         437,116
  Treasury Corporation of Victoria
    Global Bonds (Aa3, AA) 8.25%
    10/15/03............................                 420         270,049
                                                               -------------
                                                                     707,158
                                                               -------------
BRAZIL -- 3.0%
  Federal Republic of Brazil
    C Bonds, Step-Up Coupon (NR, NR)
    8.00% 04/15/14......................                 257         104,756
  Federal Republic of Brazil IDU Notes
    Non U.S. Tranche (B1, NR)+
    7.8125% 01/01/01....................                 243         188,089
  Companhia Petroleo Ipiranga Notes,
    Step-up Coupon (NR, NR)
    8.625% 02/25/02.....................                 285         252,225
                                                               -------------
                                                                     545,070
                                                               -------------
BULGARIA -- 0.6%
  Republic of Bulgaria Discount Bonds
    Series A (NR, NR)+
    7.5625% 07/28/24....................                 250         108,906
                                                               -------------
CANADA -- 4.1%
  Government of Canada Bonds (Aa1, NR)
    9.25% 12/01/99......................  CND            390         291,905
    7.25% 06/01/03......................                 660         439,487
                                                               -------------
                                                                     731,392
                                                               -------------


                                                    PAR
                                                   (000)           VALUE
                                               -------------   -------------
                                                      
FRANCE -- 13.7% **
  French Treasury Strips
    (NR, NR)
    6.90% 10/25/97......................   FF  $       4,000   $     645,476
    7.15% 10/25/98......................              12,300       1,836,605
                                                               -------------
                                                                   2,482,081
                                                               -------------
GERMANY -- 11.7%
  Federal Republic of Germany Eurobonds
    (Aaa, NR) 7.25% 10/21/02............  DEM          3,100       2,124,031
                                                               -------------
INDONESIA -- 0.9%
  P.T. Indah Kiat Pulp & Paper Corp.
    Notes 144A Senior Security (Ba3, BB)
    8.875% 11/01/00.....................                 200         164,000
                                                               -------------
ITALY -- 3.6%
  Republic of Italy Bonds (A-1, NR)
    9.00% 10/01/03......................  ITL      1,320,000         647,443
                                                               -------------
MOROCCO -- 1.7%
  The Kingdom of Morocco, Tranche A Bank
    Participation Loan (NR, NR)+
    7.375% 04/01/95.....................                 500         310,937
                                                               -------------
NETHERLANDS -- 4.4%
  Netherlands Government Bonds (NR, NR)
    6.25% 07/15/98......................  NLG          1,320         793,131
                                                               -------------
POLAND -- 1.3%
  The Polish People's Republic Discount
    Bonds (NR, NR)+
    6.8125% 10/27/24....................                 345         230,072
                                                               -------------


                See Accompanying Notes to Financial Statements.

                                       48

                                 THE BEA FAMILY
                               THE RBB FUND, INC.
                       BEA GLOBAL FIXED INCOME PORTFOLIO
                      STATEMENT OF NET ASSETS  (CONTINUED)
                               FEBRUARY 28, 1995
                                  (UNAUDITED)


                                                    PAR
                                                   (000)           VALUE
                                               -------------   -------------
INTERNATIONAL BONDS -- (CONTINUED)
                                                      
SPAIN -- 3.7%
  Kingdom of Spain Eurobonds (NR, NR)
    10.25% 11/30/98.....................  ESP         90,000   $     675,529
                                                               -------------
SUPRANATIONAL -- 7.9%
  International Bond for Reconstruction
    & Development Eurobonds (Aaa, AAA)
    5.25% 03/20/02......................  JPY        131,000       1,432,282
                                                               -------------
SWEDEN -- 4.9%
  Nordic Investment Bank Global Notes
    (Aaa, AAA) 6.25% 02/08/99...........  SEK          3,210         379,564
  Swedish Government Bonds (NR, NR)
    11.00% 01/21/99.....................               3,700         517,218
                                                               -------------
                                                                     896,782
                                                               -------------
TURKEY -- 0.3%
  Republic of Turkey Yankee Bonds (Ba3,
    B+)
    9.00% 06/15/99......................                  55          48,744
                                                               -------------
UNITED KINGDOM -- 6.2%
  U.K. Treasury Eurobonds (Aaa, NR)
    8.50% 07/16/07......................  GBP            720       1,130,144
                                                               -------------
UNITED STATES -- 0.3%
  Stone Container Corp. First Mortgage
    Notes (B1, B+)
    10.75% 10/01/02.....................                  60          62,400
                                                               -------------
VENEZUELA -- 1.2%
  Republic of Venezuela Debt Conversion
    FRN Bonds Series DL (Ba1, NR)
    7.6875% 12/18/07....................                 500         224,063
                                                               -------------
  TOTAL INTERNATIONAL BONDS
   (Cost $13,611,503)........................                     13,570,101
                                                               -------------

                                                    PAR
                                                   (000)           VALUE
                                               -------------   -------------
                                                      
UNITED STATES TREASURY OBLIGATIONS -- 14.7%
U.S. TREASURY BONDS -- 13.4%
  7.50% 11/15/01........................       $         830   $     845,538
  5.75% 08/15/03........................               1,000         908,240
  11.625% 11/15/04......................                 480         623,074
  7.875% 02/15/21.......................                  55          56,698
                                                               -------------
                                                                   2,433,550
                                                               -------------
U.S. TREASURY STRIP NOTES -- 0.7%
  0.00% 11/15/04........................                 240         118,003
                                                               -------------
U.S. TREASURY NOTES -- 0.6%
  5.375% 05/31/98.......................                 120         114,595
                                                               -------------
  TOTAL U.S. TREASURY OBLIGATIONS
   (Cost $2,611,106)....................                           2,666,148
                                                               -------------
SHORT-TERM INVESTMENT -- 8.9%
  BBH Grand Cayman U.S. Dollar Time
   Deposit
   5.00% 03/07/95.......................               1,623       1,623,000
                                                               -------------
  TOTAL SHORT-TERM
   INVESTMENT
   (Cost $1,623,000)....................                           1,623,000
                                                               -------------
LOAN PARTICIPATION AGREEMENTS*** -- 0.4%
  Vneshekonombank Bank Participation Loan....
                                                         450          71,022
                                                               -------------
  TOTAL LOAN PARTICIPATION AGREEMENTS
   (Cost $90,816)............................                         71,022
                                                               -------------
  TOTAL INVESTMENTS AT VALUE
    (Cost $17,936,425*) -- 98.8%.............                  $  17,930,271
  OTHER ASSETS IN EXCESS OF LIABILITIES --
    1.2%.....................................                        211,449
                                                               -------------
  NET ASSETS (Applicable to 1,210,620
    BEA Shares) -- 100.0%....................                  $  18,141,720
                                                               -------------
                                                               -------------
  NET ASSET VALUE, OFFERING PRICE AND
    REDEMPTION PRICE PER SHARE
    ($18,141,720  DIVIDED BY 1,210,620)......                         $14.99
                                                               -------------
                                                               -------------


                See Accompanying Notes to Financial Statements.

                                       49

                                 THE BEA FAMILY
                               THE RBB FUND, INC.
                       BEA GLOBAL FIXED INCOME PORTFOLIO
                      STATEMENT OF NET ASSETS  (CONCLUDED)
                               FEBRUARY 28, 1995
                                  (UNAUDITED)

                      * Also cost for Federal income tax
                        purposes at February 28, 1995. The
                        gross appreciation (depreciation)
                        on a tax basis is as follows:

                                            
    Gross Appreciation.......................  $  424,146
    Gross Depreciation.......................    (430,300)
                                               ----------
    Net Depreciation.........................  $   (6,154)
                                               ----------
                                               ----------



                      ** Zero Coupon Bonds. Rate Shown is
                         the effective yield.

                     *** Non-Income Producing.

                       + Variable Rate Obligations -- The
                         interest rate shown is the rate as
                         of February 28, 1995.

                     The  Moody's  Investors  Service, Inc.
                     and Standard  &  Poor's  Corporation's
                     ratings  indicated are the most recent
                     ratings available at February 28,1995.

                             CURRENCY ABBREVIATIONS

                             
AUD...........................  Australian Dollars
CND...........................  Canadian Dollars
DEM...........................  German Deutschemarks
ESP...........................  Spanish Pesetas
FF............................  French Francs
GBP...........................  United Kingdom Pounds
ILT...........................  Italian Lira
JPY...........................  Japanese Yen
NLG...........................  Netherland Guilders
SEK...........................  Swedish Krona



                See Accompanying Notes to Financial Statements.

                                       50

                                 THE BEA FAMILY
                               THE RBB FUND, INC.
                       BEA GLOBAL FIXED INCOME PORTFOLIO

STATEMENT OF OPERATIONS
FOR THE SIX MONTHS ENDED
FEBRUARY 28, 1995
(UNAUDITED)

                                            
INVESTMENT INCOME
  Interest...................................  $  630,277
                                               ----------
EXPENSES
  Investment advisory fees...................      38,816
  Custodian fees.............................      16,123
  Administration service fee.................      11,645
  Administration fee.........................       9,704
  Transfer agent fees........................       8,536
  Registration fees..........................       7,856
  Organization expense.......................       2,963
  Printing fees..............................       2,896
  Legal fees.................................       2,224
  Miscellaneous fees.........................       1,940
  Audit fees.................................         949
  Insurance expense..........................         194
  Directors fees.............................          93
                                               ----------
                                                  103,939
  Less fees waived...........................     (43,218)
  Less expense reimbursement.................      (2,497)
                                               ----------
    TOTAL EXPENSES...........................      58,224
                                               ----------
NET INVESTMENT INCOME........................     572,053
                                               ----------
REALIZED AND UNREALIZED GAIN (LOSS) ON
  INVESTMENT AND FOREIGN CURRENCY
  TRANSACTIONS:
  Net realized gain (loss) from:
    Security transactions....................    (130,025)
    Foreign exchange transactions............      26,260
                                               ----------
                                                 (103,765)
                                               ----------
  Net unrealized appreciation (depreciation)
   from:
    Investments..............................      52,516
    Translation of assets and liabilities in
     foreign currencies......................    (106,537)
                                               ----------
                                                  (54,021)
                                               ----------
NET LOSS ON INVESTMENTS AND FOREIGN CURRENCY
  TRANSACTIONS...............................    (157,786)
                                               ----------
NET INCREASE IN NET ASSETS RESULTING FROM
  OPERATIONS.................................  $  414,267
                                               ----------
                                               ----------



STATEMENT OF CHANGES IN NET ASSETS



                                                                FOR THE
                                                                PERIOD
                                                               JUNE 28,
                                                                1994(1)
                                                               TO AUGUST
                                                               31, 1994
                                                 FOR THE      -----------
                                                SIX MONTHS
                                                  ENDED
                                               FEBRUARY 28,
                                                   1995
                                               ------------
                                               (UNAUDITED)

                                                        
Increase in net assets:
  Operations:
    Net investment income....................  $   572,053    $   63,522
    Net loss on investments and foreign
     currency................................     (157,786)      (63,312)
                                               ------------   -----------
    Net increase in net assets resulting from
     operations..............................      414,267           210
                                               ------------   -----------
Distributions to shareholders:
  Dividends to shareholders from net
   investment income:
    BEA shares ($.41 per share)..............     (351,383)           --
                                               ------------   -----------
Net capital share transactions...............   11,778,476     6,300,000
                                               ------------   -----------
Total increase in net assets.................   11,841,360     6,300,210
Net Assets:
  Beginning of period........................    6,300,360           150
                                               ------------   -----------
  End of period..............................  $18,141,720    $6,300,360
                                               ------------   -----------
                                               ------------   -----------



(1) Commencement of Operations.


                See Accompanying Notes to Financial Statements.

                                       51

                                 THE BEA FAMILY
                               THE RBB FUND, INC.
                      BEA STRATEGIC FIXED INCOME PORTFOLIO
                            STATEMENT OF NET ASSETS
                               FEBRUARY 28, 1995
                                  (UNAUDITED)


                                                   PAR
                                                  (000)           VALUE
                                               ------------   -------------
                                                        
CORPORATE BONDS -- 54.8%
BANKS AND SAVINGS & LOANS -- 0.8%
  Banco Nacional de Desenvolvimento Economi-
    co e Social Notes (NR, NR)
    6.00% 09/15/96...........................  $      1,067   $   1,016,508
                                                              -------------
BUILDING & BUILDING MATERIALS -- 2.1%
  JM Peters Co. Inc.,
    Senior Notes (B-, B3)
    12.75% 05/01/02..........................         3,600       2,880,000
                                                              -------------
CHEMICALS -- 0.9%
  UCC Investor Holdings
    Subordinated Notes (B3, B-)++
    12.00% 05/01/05..........................         1,700       1,198,500
                                                              -------------
COMMUNICATIONS & MEDIA -- 2.7%
  Adelphia Communications Corp. Senior Notes
    PIK Bonds (B2, B)
    9.50% 02/15/04...........................         5,052       3,687,696
                                                              -------------
CONSUMER SERVICES -- 2.0%
  Falcon Holdings Group L.P. Senior
    Subordinated Notes PIK Bonds (NR, NR)
    11.00% 09/15/03..........................         3,159       2,724,903
                                                              -------------
ELECTRIC UTILITIES -- 1.8%
  Midland Funding Corp. Leased Backed
    Certificates (Ba2, BB+)
    10.33% 07/23/02..........................         2,409       2,390,799
                                                              -------------
ENVIRONMENTAL SERVICES -- 1.7%
  EnviroSource, Inc. Senior Notes (B3, B-)
    9.75% 06/15/03...........................         2,635       2,338,562
                                                              -------------
FINANCIAL SERVICES -- 1.3%
  Fifth Mexican Acceptance Corp. 144A Tranche
    A Note (NR, NR)*
    8.00% 12/15/98...........................         5,040       1,764,000
                                                              -------------
FOOD & BEVERAGES -- 2.4%
  Fresh Del Monte Produce Senior Notes (B1,
    BB-) 10.00% 05/01/03.....................         5,135       3,183,700
                                                              -------------


                                                   PAR
                                                  (000)           VALUE
                                               ------------   -------------
                                                        
GAS UTILITIES -- 4.5%
  Columbia Gas Systems Debentures (Caa, D)
    **/***
    10.50% 06/01/12..........................  $      4,280   $   5,692,400
  Columbia Gas Systems
    Medium Term Notes
    (NR, NR)**/***
    9.07% 01/12/00...........................           235         236,763
    9.25% 09/30/04...........................           135         141,075
                                                              -------------
                                                                  6,070,238
                                                              -------------
HEALTH CARE -- 2.4%
  General Medical Corp. Subordinated
    Debentures PIK Bonds
    (B3, B-)
    12.125% 08/15/05.........................         3,293       3,161,280
                                                              -------------
INDUSTRIAL MANUFACTURING & PROCESSING -- 14.8%
  Arcadian Partners L.P. Senior Notes Series
    B (B2, B+) 10.75% 05/01/05...............         3,400       3,349,000
  Bell Cablemedia Plc Discount Notes (B2,
    B+)++
    11.95% 07/15/04..........................         5,350       3,236,750
  Bombril S.A. (NR, NR)
    8.00% 08/26/98...........................         3,350       2,696,750
  Essar Gujarat Floating Ltd. Rate Debenture
    Euro 144A
    (NR, NR)+
    9.40% 07/15/99...........................         1,250       1,237,500
  Exide Corp. Senior Subordinated Debentures
    (B3, B-)++
    12.25% 12/15/04..........................         2,750       1,993,750
  Grupo Mexicano de Desarrollo 144A Notes
    (B3, NR)
    8.25% 02/17/01...........................           410         145,550
  Ipiranga Step-up Bonds -
    Euro Companhia Brasileira
    Petroleo (NR, NR)
    8.625% 02/25/02..........................         3,590       3,177,150
  Southwest Forest Industries Sub Debentures
    (B3, B-) 12.125% 09/15/01................         3,975       4,034,625
                                                              -------------
                                                                 19,871,075
                                                              -------------
METALS & MINING -- 3.2%
  Acme Metals, Inc. Senior Secured Notes (B1,
    B)++
    13.50% 08/01/04..........................         5,800       4,263,000
                                                              -------------


                See Accompanying Notes to Financial Statements.

                                       52

                                 THE BEA FAMILY
                               THE RBB FUND, INC.
                      BEA STRATEGIC FIXED INCOME PORTFOLIO
                      STATEMENT OF NET ASSETS  (CONTINUED)
                               FEBRUARY 28, 1995
                                  (UNAUDITED)


                                                   PAR
                                                  (000)           VALUE
                                               ------------   -------------
PAPER & FOREST PRODUCTS -- 7.5%
                                                        
  Grupo Industrial Durango Yankee Notes (B1,
    BB) 12.00% 07/15/01......................  $      3,400   $   2,618,000
  P.T. Indah Kiat Pulp & Paper Corp.
    Guaranteed Notes (Ba3, BB)
    11.875% 06/15/02.........................         1,150       1,132,750
  P.T. Indah Kiat Pulp & Paper Corp. Notes
    144A Senior Security (Ba3, BB)
    8.875% 11/01/00..........................         3,140       2,574,800
  Stone Container Corp. Senior Notes (B1, B+)
    9.875% 02/01/01..........................         3,080       3,018,400
  Stone Container Corp. First Mortgage Note
    (B1, B+) 10.75% 10/01/02.................           745         774,800
                                                              -------------
                                                                 10,118,750
                                                              -------------
RESTAURANTS -- 3.7%
  Flagstar Corp. Subordinated Debentures (B2,
    B)
    11.25% 11/01/04..........................         5,800       4,973,500
                                                              -------------
RETAIL -- 0.6%
  Pueblo Xtra International, Inc. Senior
    Notes (B2, B-) 9.50% 08/01/03............         1,000         831,250
                                                              -------------
TELECOMMUNICATIONS & EQUIPMENT -- 2.4%
  Cablevision Industries Series B Senior
    Debentures (B1, B+)
    9.25% 04/01/08...........................         3,245       3,188,212
                                                              -------------
  TOTAL CORPORATE BONDS (Cost $81,671,479)...                    73,661,973
                                                              -------------
FOREIGN GOVERNMENT BONDS -- 21.8%
  Central Bank of Argentina Series 89B Bonex
    (B1, BB-)+
    6.875% 12/28/99..........................            65          33,930
  Central Bank of Nigeria Par Bond (NR, NR)+
    6.25% 11/15/20...........................         6,500       2,539,063
  Central Bank of the Philippines Par Bond
    Step-Up Coupon Series B (NR, NR)+
    5.75% 12/01/17...........................         6,500       3,851,250

                                                   PAR
                                                  (000)           VALUE
                                               ------------   -------------
                                                        
FOREIGN GOVERNMENT BONDS -- (CONTINUED)
  Federal Republic of Brazil C Bonds Step-Up
    Coupon (NR, NR)
    8.00% 04/15/14...........................  $      3,060   $   1,248,863
  Federal Republic of Brazil IDU Notes Non
    U.S. Tranche (BI, NR)+
    7.8125% 01/01/01.........................           970         752,356
  Republic of Argentina FRB Non U.S. Tranche
    (NR, NR)+
    6.50% 03/31/05...........................         6,250       3,203,125
  Republic of Argentina Step-Up Par Bonds Non
    U.S. Tranche Series L
    (B2, NR)+
    4.25% 03/31/23...........................         4,750       1,864,375
  Republic of Bulgaria Discount Bonds Series
    A (NR, NR)+
    7.5625% 07/28/24.........................         5,250       2,287,031
  Republic of Turkey Yankee Notes (Ba3, B+)
    9.00% 06/15/99...........................         3,050       2,703,063
  Republic of Venezuela Debt Conversion FRN
    Bonds
    Series DL (Ba1, NR)+
    7.6875% 12/18/07.........................         9,250       4,145,156
  The Kingdom of Morocco, Tranche A Bond
    Participation Loan (NR, NR)+
    7.375% 01/01/09..........................         6,000       3,731,250
  The Polish People's Republic Discount Bonds
    (NR, NR)+
    6.8125% 10/27/24.........................         3,725       2,493,422
  United Mexican States Par Bond Series B
    (Ba3)
    6.25% 12/31/19...........................           750         371,250
                                                              -------------
  TOTAL FOREIGN
   GOVERNMENT BONDS (Cost $35,364,353).......                    29,224,134
                                                              -------------
LOAN PARTICIPATION AGREEMENT** -- 1.3%
  Vneshekonombank Bank
    Participation Loan.......................         8,000       1,795,000
                                                              -------------
  TOTAL LOAN PARTICIPATION AGREEMENT (Cost
   $3,115,000)...............................                     1,795,000
                                                              -------------


                See Accompanying Notes to Financial Statements.

                                       53

                                 THE BEA FAMILY
                               THE RBB FUND, INC.
                      BEA STRATEGIC FIXED INCOME PORTFOLIO
                      STATEMENT OF NET ASSETS  (CONCLUDED)
                               FEBRUARY 28, 1995
                                  (UNAUDITED)


                                                   PAR
                                                  (000)           VALUE
                                               ------------   -------------
UNITED STATES TREASURY OBLIGATIONS -- 17.5%
U.S. TREASURY BILLS -- 9.6%
  5.70% 05/18/95.............................  $      3,000   $   2,962,343
  5.72% 05/25/95.............................         3,000       2,959,150
  5.35% 03/09/95.............................         7,000       6,991,494
                                                              -------------
                                                                 12,912,987
                                                              -------------
U.S. TREASURY BONDS -- 7.8%
  11.625% 11/15/04...........................           950       1,233,166
  10.75% 08/15/05............................         7,375       9,210,711
                                                              -------------
                                                                 10,443,877
                                                              -------------
U.S. TREASURY STRIP NOTES -- 0.1%
  0.00% 11/15/04.............................           480         236,006
                                                              -------------
                                                                 10,679,883
                                                              -------------
  TOTAL U.S. TREASURY OBLIGATIONS
    (Cost $23,157,216).......................                    23,592,870
                                                              -------------
SHORT-TERM INVESTMENT -- 2.1%
  BBH Grand Cayman U.S.
   Dollar Time Deposit
   5.00% 03/07/95............................         2,845       2,845,000
                                                              -------------
  TOTAL SHORT-TERM
   INVESTMENT
   (Cost $2,845,000).........................                     2,845,000
                                                              -------------

                                                  NUMBER
                                                OF SHARES
                                               ------------
                                                        
RIGHTS/WARRANTS ** -- 0.1%
  JM Peters, Inc. Warrants
   Expiring 05/01/02.........................        28,440          14,220
  Uniroyal Technology Warrants Expiring
   06/01/03..................................        43,500         103,312
                                                              -------------
  TOTAL RIGHTS/WARRANTS (Cost $102,645)......                       117,532
                                                              -------------
TOTAL INVESTMENTS AT VALUE
  (Cost $146,255,693*) -- 97.6%............................   $ 131,236,509
OTHER ASSETS IN EXCESS OF
  LIABILITIES -- 2.4%......................................       3,213,996
                                                              -------------

                                                                  VALUE
                                                              -------------
                                                        
NET ASSETS (Applicable to
  9,322,648 BEA Shares) -- 100.0%..........................   $ 134,450,505
                                                              -------------
                                                              -------------
NET ASSET VALUE AND OFFERING PRICE PER SHARE
  ($134,450,505  DIVIDED BY 9,322,648).......                        $14.42
                                                              -------------
                                                              -------------
REDEMPTION PRICE PER SHARE
  ($14.42 x .9975)...........................                        $14.38
                                                              -------------
                                                              -------------


  * Cost  for Federal income tax purposes  at February 28, 1995, is 146,057,450.
    The gross appreciation (depreciation) on a tax basis is as follows:

                                            
  Gross Appreciation.........................  $  2,314,651
  Gross Depreciation.........................   (17,135,592)
                                               ------------
  Net Depreciation...........................  $(14,820,941)
                                               ------------
                                               ------------



  * Guaranteed by Grupo Sidek, S.A. de C.V. and Grupo Situr, S.A. de C.V.

 ** Non-Income Producing

*** Securities Currently in Default

  + Variable Rate Obligations -- The rate shown is the rate as of February 28,
    1995.

 ++ Step Bonds -- The interest rate as of February 28, 1995 is 0% and will reset
    to interest rate shown at a future date.

The Moody's Investors Service, Inc. and Standard & Poor's Corporation's  ratings
indicated are the most recent ratings available at February 28, 1995.

                            INVESTMENT ABBREVIATIONS

                             
    FRB.......................  Floating Rate Bonds
    PIK.......................  Pay in kind



                See Accompanying Notes to Financial Statements.

                                       54

                                 THE BEA FAMILY
                               THE RBB FUND, INC.
                      BEA STRATEGIC FIXED INCOME PORTFOLIO

STATEMENT OF OPERATIONS
FOR THE SIX MONTHS ENDED
FEBRUARY 28, 1995
(UNAUDITED)

                                            
INVESTMENT INCOME
  Interest...................................  $    7,303,627
                                               --------------
EXPENSES
  Investment advisory fees...................         488,279
  Administration Service fee.................         104,631
  Administration fee.........................          87,193
  Custodian fees.............................          24,556
  Audit fees.................................           9,904
  Transfer agent fees........................           9,100
  Registration fees..........................           8,100
  Legal fees.................................           6,509
  Printing expense...........................           6,200
  Organization expense.......................           5,274
  Insurance expense..........................           1,920
  Miscellaneous fees.........................           1,030
  Directors fees.............................             661
                                               --------------
                                                      753,357
  Less fees waived...........................         (55,816)
                                               --------------
    TOTAL EXPENSES...........................         697,541
                                               --------------
NET INVESTMENT INCOME........................       6,606,086
                                               --------------
REALIZED AND UNREALIZED LOSS ON INVESTMENTS
 AND FOREIGN CURRENCY TRANSACTIONS:
  Net realized loss from:
    Security transactions....................      (5,389,970)
    Foreign exchange transactions............         (67,803)
                                               --------------
                                                   (5,457,773)
                                               --------------
  Net unrealized depreciation from:
    Investments..............................      (8,312,724)
    Translation of assets and liabilities in
     foreign currencies......................         (35,172)
                                               --------------
                                                   (8,347,896)
                                               --------------
NET LOSS ON INVESTMENTS AND FOREIGN CURRENCY
 TRANSACTIONS................................     (13,805,669)
                                               --------------
NET DECREASE IN NET ASSETS RESULTING FROM
 OPERATIONS..................................  $   (7,199,583)
                                               --------------
                                               --------------



STATEMENTS OF CHANGES IN NET ASSETS



                                                                   FOR THE
                                                                  YEAR ENDED
                                                                  AUGUST 31,
                                                                     1994
                                                  FOR THE       --------------
                                                 SIX MONTHS
                                                   ENDED
                                                FEBRUARY 28,
                                                    1995
                                               --------------
                                                (UNAUDITED)
                                                          
Increase (decrease) in net assets:
  Operations:
    Net investment income....................  $   6,606,086    $   9,673,516
    Net loss on investments and foreign
     currency................................    (13,805,669)      (9,133,121)
                                               --------------   --------------
  Net increase (decrease) in net assets
   resulting from operations.................     (7,199,583)         540,395
                                               --------------   --------------
Distribution to shareholders:
Dividends to shareholders from net investment
 income:
  BEA shares ($.75 and $1.43, respectively,
   per share)................................     (6,779,854)     (10,126,549)
                                               --------------   --------------
Net capital share transactions...............      4,912,470       54,747,035
                                               --------------   --------------
Total increase (decrease) in net assets......     (9,066,967)      45,160,881
Net Assets:
  Beginning of period........................    143,517,472       98,356,591
                                               --------------   --------------
  End of period..............................  $ 134,450,505    $ 143,517,472
                                               --------------   --------------
                                               --------------   --------------


                See Accompanying Notes to Financial Statements.

                                       55

                                 THE BEA FAMILY
                               THE RBB FUND, INC.
                          BEA MUNICIPAL BOND PORTFOLIO
                            STATEMENT OF NET ASSETS
                               FEBRUARY 28, 1995
                                  (UNAUDITED)


                                                   PAR
                                                  (000)           VALUE
                                               ------------   -------------
                                                        
MUNICIPAL BONDS -- 93.2%
ALABAMA -- 0.7%
  Birmingham AL Industrial Water Board
    Authority
    Revenue (NR, AAA)
    6.00% 07/01/07...........................  $        75    $      76,312
  Jefferson County AL
    Sanitation & Sewer RAW
    (Aaa, NR)
    6.75% 03/01/07...........................          270          286,200
                                                              -------------
                                                                    362,512
                                                              -------------
ARIZONA -- 3.1%
  Salt River AZ Agricultural
    Improvement & Power
    Distribution Electric System
    Revenue (Aa, AA)
    5.375% 01/01/11..........................          600          557,250
    5.50% 01/01/25...........................        1,085          991,419
                                                              -------------
                                                                  1,548,669
                                                              -------------
ARKANSAS -- 0.8%
  Greene County AR Residential Housing
    Facility Board
    Revenue (Aaa, AAA)
    7.40% 09/01/11...........................          365          409,256
                                                              -------------
CALIFORNIA -- 6.7%
  California State GO (Aaa, AAA)
    5.125% 10/01/17..........................        1,650        1,425,187
  Los Angeles CA Department of Water & Power
    Revenue (Aa, AA)
    4.50% 05/15/23...........................          675          503,719
  Sacramento CA Municipal
    Utilities Revenue (MBIA
    Insured) (Aaa, AAA)
    6.20% 08/15/05...........................          100          105,500
  Southern California Public Power Authority
    Revenue (AMBAC Insured) (Aa, AA)
    5.00% 07/01/17...........................          705          599,250
    5.50% 07/01/23...........................          740          666,925
                                                              -------------
                                                                  3,300,581
                                                              -------------


                                                   PAR
                                                  (000)           VALUE
                                               ------------   -------------
                                                        
COLORADO -- 3.5%
  Colorado Springs CO Utilities Revenue (Aaa,
    AAA) 5.875% 11/15/17.....................  $       525    $     513,187
  Lower Colorado River Authority Revenue
    (Aaa, AAA)
    9.25% 01/01/96...........................          350          370,125
    9.375% 01/01/96..........................           85           89,994
    9.50% 01/01/96...........................          725          768,500
                                                              -------------
                                                                  1,741,806
                                                              -------------
FLORIDA -- 5.9%
  Florida State GO (Aa, AA) 5.50% 10/01/08...          740          678,025
  Jacksonville FL Electric Authority Revenue
    (Aaa, AAA) 6.00% 07/01/12................          760          778,050
  Orlando FL Utilities Commission Water &
    Electric
    Revenue (Aaa, AAA)
    6.30% 04/01/07...........................          685          717,537
  Talahassee FL Electric Revenue First Lien
    (Aaa, AAA) 6.10% 10/01/06................          730          760,112
                                                              -------------
                                                                  2,933,724
                                                              -------------
GEORGIA -- 0.9%
  DeKalb County GA Water & Sewer Revenue
    (Aaa, AAA) 5.25% 10/01/02................          430          427,850
                                                              -------------
ILLINOIS -- 5.7%
  Illinois State Sales Tax
    Revenue (Aa, AAA)
    5.75% 06/15/14...........................        1,050        1,004,062
     5.50% 06/15/18..........................        1,500        1,374,375
  Lombard IL Multifamily Housing Revenue
    (Clover Creek) (AA-, A)
    6.50% 12/15/06...........................          420          426,825
                                                              -------------
                                                                  2,805,262
                                                              -------------


                See Accompanying Notes to Financial Statements.

                                       56

                                 THE BEA FAMILY
                               THE RBB FUND, INC.
                          BEA MUNICIPAL BOND PORTFOLIO
                      STATEMENT OF NET ASSETS  (CONTINUED)
                               FEBRUARY 28, 1995
                                  (UNAUDITED)


                                                   PAR
                                                  (000)           VALUE
                                               ------------   -------------
INDIANA -- 1.9%
                                                        
  Indianapolis IN Public Improvement Board
    Revenue (Aaa, AA+)
    6.00% 01/10/18...........................  $       965    $     954,144
                                                              -------------
KENTUCKY -- 1.0%
  Kentucky State Turnpike Authority Resource
    Recovery Road Revenue (Aaa, AAA)
    6.125% 07/01/07..........................          480          493,800
                                                              -------------
LOUISIANA -- 1.6%
  New Orleans LA Home Mortgage Authority SOB
    (Aaa, AAA)
    6.25% 01/15/11...........................          635          631,031
  Shreveport LA Home Mortgage Authority
    Revenue (Aaa, AAA)
    6.75% 09/01/10...........................          126          131,512
                                                              -------------
                                                                    762,543
                                                              -------------
MARYLAND -- 1.9%
  Baltimore MD New Public Housing Revenue
    (Aaa, AAA)
    5.00% 06/01/98...........................           25           24,969
  Maryland State Transportation Authority
    Projects Revenue (Aaa, AAA)
    6.80% 07/01/16...........................          850          929,687
                                                              -------------
                                                                    954,656
                                                              -------------
MASSACHUSETTS -- 0.9%
  Massachusetts State Water Resources
    Authority
    General Revenue
    Series 92A (A, A)
    6.50% 07/15/19...........................          420          439,425
                                                              -------------
MISSISSIPPI -- 3.3%
  Mississippi State GO
    (Aaa, AAA)
    6.20% 02/01/08...........................        1,550        1,615,875
                                                              -------------

                                                   PAR
                                                  (000)           VALUE
                                               ------------   -------------
                                                        
NEW YORK -- 29.0%
  Municipal Assistance Corp. for the City of
    New York Revenue (Aa, AAA)
    8.25% 07/01/96...........................  $       355    $     378,963
  New York City GO (Aaa, AAA)
    9.50% 08/15/95...........................          450          469,125
  New York State Dormitory Authority Revenue
    (MBIA Insured) (Aaa, AAA)
    7.375% 07/01/16..........................          605          679,869
  New York State Dormitory Authority Revenue
    (State University Athletic Facilities Ed-
    ucation) (Baa1, BBB+)**
    5.90% 05/15/04...........................           75           43,406
  New York State Energy Research &
    Development Authority Revenue (Electric
    Facilities) (Aa3, A+)
    9.00% 08/15/95...........................          900          932,625
  New York State Energy Research &
    Development Authority Revenue (Gas
    Facilities) (A1, A)
    9.00% 05/15/95...........................        1,015        1,041,644
  New York State Housing Finance Agency
    Revenue (State University Construction)
    (Aaa, AAA)
    8.30% 11/01/97...........................          565          623,619
  New York State Medical Care Facility
    Financial Agency Revenue (NR, AAA)
    5.75% 08/15/19...........................        1,695        1,593,300
  New York State Medical Care Facility
    Finance Agency Revenue (Aa, A-)
    10.50% 01/15/24..........................          900          911,250
    5.50% 02/15/22...........................        1,630        1,487,375
  New York State Power Authority Revenue
    (Aaa, AAA)
    7.375% 01/01/96..........................          570          594,938
    7.875% 01/01/98..........................          790          851,225
    5.625% 01/01/10..........................          475          474,406


                See Accompanying Notes to Financial Statements.

                                       57

                                 THE BEA FAMILY
                               THE RBB FUND, INC.
                          BEA MUNICIPAL BOND PORTFOLIO
                      STATEMENT OF NET ASSETS  (CONTINUED)
                               FEBRUARY 28, 1995
                                  (UNAUDITED)


                                                   PAR
                                                  (000)           VALUE
                                               ------------   -------------
NEW YORK -- (CONTINUED)
                                                        
  Rome NY Housing Development Corp. Mortgage
    Revenue (Aaa, AAA)
    7.00% 01/01/26...........................  $       410    $     380,275
  Suffolk County NY Water Authority Water
    Revenue Series V (NR, NR)
    6.75% 06/01/12...........................        1,160        1,244,100
  Triborough Bridge & Tunnel Authority New
    York Revenue (Aa, A+)
    8.125% 01/01/98..........................          525          572,250
  Triborough Bridge & Tunnel Authority New
    York SOB (Aaa, AAA)
    7.125% 01/01/00..........................        1,865        2,046,838
                                                              -------------
                                                                 14,325,208
                                                              -------------
NORTH CAROLINA -- 3.3%
  North Carolina Municipal Power Agency
    Revenue (Aaa, AAA)
    10.50% 01/01/10..........................        1,180        1,638,725
                                                              -------------
OREGON -- 0.2%
  Portland OR Hospital Facilities Authority
    Revenue Series 91A (AMBAC Insured) (Aaa,
    AAA)
    6.70% 05/01/03...........................          115          120,175
                                                              -------------

                                                   PAR
                                                  (000)           VALUE
                                               ------------   -------------
                                                        
PUERTO RICO -- 7.0%
  Commonwealth of Puerto Rico Aqueduct &
    Sewer Authority Revenue (Ba, BB)
    7.875% 07/01/98..........................  $     1,540    $   1,674,750
  Commonwealth of Puerto Rico Aqueduct &
    Sewer Authority Revenue (Aaa, AAA)
    8.25% 07/01/96...........................          150          157,500
    4.50% 07/01/02...........................          178          175,330
  Commonwealth of Puerto Rico GO (Baa1, A)
    5.40% 07/01/07...........................        1,310        1,228,125
  University of Puerto Rico Revenue (A, A)
    7.75% 06/01/96...........................          225          237,094
                                                              -------------
                                                                  3,472,799
                                                              -------------
SOUTH DAKOTA -- 5.5%
  Heartland Consumers Power District South
    Dakota Electric Revenue (Aaa, AAA)
    6.375% 01/01/16..........................          455          471,494
    7.00% 01/01/16...........................        2,035        2,220,694
                                                              -------------
                                                                  2,692,188
                                                              -------------
TEXAS -- 4.5%
  Austin TX Utilities Systems Revenue (NR,
    NR)
    5.375% 05/15/00..........................          415          417,594
  Bexar County TX Hospital Authority Revenue
    (Aaa, AAA)
    10.625% 07/01/95.........................          900          928,035
  Dallas-Fort Worth TX International Airport
    Revenue (Baa2, BB+)
    7.25% 11/01/30...........................          280          277,900


                See Accompanying Notes to Financial Statements.

                                       58

                                 THE BEA FAMILY
                               THE RBB FUND, INC.
                          BEA MUNICIPAL BOND PORTFOLIO
                      STATEMENT OF NET ASSETS  (CONCLUDED)
                               FEBRUARY 28, 1995
                                  (UNAUDITED)


                                                   PAR
                                                  (000)           VALUE
                                               ------------   -------------
TEXAS -- (CONTINUED)
                                                        
  Houston TX Airport Systems Revenue (Aaa,
    AAA)
    5.80% 07/01/10...........................  $       400    $     394,500
  Houston TX Water Systems Revenue (Aaa, AAA)
    5.50% 12/01/09...........................          155          150,156
                                                              -------------
                                                                  2,168,185
                                                              -------------
UTAH -- 3.9%
  Intermountain Power Agency Power Supply
    Revenue Series 85 (Aa, AA)
    8.75% 07/01/95...........................          530          548,502
    9.20% 07/01/95...........................          360          371,326
    6.00% 07/01/21...........................          420          407,925
  Utah State School District
    Finance Corperative Revenue (NR, AAA)
    8.375% 08/15/98..........................          535          575,794
                                                              -------------
                                                                  1,903,547
                                                              -------------
VIRGINIA -- 1.9%
  Fairfax County VA Redevelopment & Housing
    Authority
    Revenue (NR, AAA)
    7.10% 04/01/19...........................          830          921,300
                                                              -------------
    TOTAL MUNICIPAL BONDS
      (Cost $45,317,218).....................                    45,992,230
                                                              -------------
SHORT-TERM INVESTMENT -- 5.0%
  Smith Barney Tax Free Money Market Fund....        2,460        2,460,379
                                                              -------------
    TOTAL SHORT-TERM INVESTMENT
      (Cost $2,460,379)......................                     2,460,379
                                                              -------------


                                                                  VALUE
                                                              -------------
                                                        
TOTAL INVESTMENTS AT VALUE -- 98.2%
  (Cost 47,777,597*).........................                 $  48,452,609
OTHER ASSETS IN EXCESS OF
  LIABILITIES -- 1.8%........................                       886,810
                                                              -------------
NET ASSETS (Applicable to 3,281,542 BEA
  shares) -- 100.0%..........................                 $  49,339,419
                                                              -------------
                                                              -------------
NET ASSET VALUE, OFFERING PRICE AND
  REDEMPTION PRICE PER SHARE
  ($49,339,419  DIVIDED BY 3,281,542)........                        $15.04
                                                              -------------
                                                              -------------


 * Cost  for Federal income tax purposes at February 28, 1995 is 47,429,314. The
   gross appreciation (depreciation) on a tax basis is as follows:

                               
  Gross Appreciation............  $1,203,526
  Gross Depreciation............    (180,231)
                                  ----------
  Net Appreciation..............  $1,023,295
                                  ----------
                                  ----------



** Zero Coupon Bonds. Rate shown is the effective yield.

The Moody's Investors Service, Inc. and Standard & Poor's Corporation's  ratings
indicated are the most recent ratings available at February 28, 1995.

                            INVESTMENT ABBREVIATIONS

                             
GO............................  General Obligations
RAW...........................  Revenue Anticipation Warrant
SOB...........................  Special Obligation Bonds



                See Accompanying Notes to Financial Statements.

                                       59

                                 THE BEA FAMILY
                               THE RBB FUND, INC.
                       BEA MUNICIPAL BOND FUND PORTFOLIO

STATEMENT OF OPERATIONS
FOR THE SIX MONTHS ENDED
FEBRUARY 28, 1995
(UNAUDITED)

                                            
INVESTMENT INCOME
  Interest...................................  $1,318,761
                                               -----------
EXPENSES
  Investment advisory fees...................     156,032
  Administration service fee.................      33,435
  Administration fee.........................      27,863
  Transfer agent fees........................       9,184
  Custodian fees.............................       9,049
  Registration fees..........................       8,028
  Printing fees..............................       5,762
  Organization expense.......................       3,909
  Legal fees.................................       2,934
  Miscellaneous fees.........................       2,498
  Audit fees.................................       2,096
  Insurance expense..........................         566
  Directors fees.............................         238
                                               -----------
                                                  261,594
  Less fees waived...........................     (38,692)
                                               -----------
    TOTAL EXPENSES...........................     222,902
                                               -----------
NET INVESTMENT INCOME........................   1,095,859
                                               -----------
REALIZED AND UNREALIZED GAIN(LOSS) ON
 INVESTMENTS:
  Net realized loss on investments...........    (243,592)
  Net unrealized appreciation on
   investments...............................     725,141
                                               -----------
NET GAIN ON INVESTMENTS......................     481,549
                                               -----------
NET INCREASE IN NET ASSETS RESULTING FROM
 OPERATIONS..................................  $1,577,408
                                               -----------
                                               -----------



STATEMENT OF CHANGES IN NET ASSETS



                                                                  FOR THE
                                                                  PERIOD
                                                               JUNE 20, 1994
                                                                  (1) TO
                                                                AUGUST 31,
                                                                   1994
                                                  FOR THE      -------------
                                                SIX MONTHS
                                                   ENDED
                                               FEBRUARY 28,
                                                   1995
                                               -------------
                                                (UNAUDITED)

                                                         
Increase (decrease) in net assets:
  Operations:
    Net investment income....................  $  1,095,859    $    240,189
    Net gain(loss) on investments............       481,549         (60,805)
                                               -------------   -------------
    Net increase in net assets resulting from
     operations..............................     1,577,408         179,384
                                               -------------   -------------
Distributions to shareholders:
  Dividends to shareholders from net
   investment income:
    BEA shares ($.41 per share)..............    (1,246,618)             --
Distributions to shareholders from net
 realized capital gains:
  BEA shares ($.0532 per share)..............      (174,436)             --
                                               -------------   -------------
  Total distributions to shareholders........    (1,421,054)             --
                                               -------------   -------------
Net capital share transactions...............     6,873,129      42,130,402
                                               -------------   -------------
Total increase in net assets.................     7,029,483      42,309,786
Net Assets:
  Beginning of period........................    42,309,936             150
                                               -------------   -------------
  End of period..............................  $ 49,339,419    $ 42,309,936
                                               -------------   -------------
                                               -------------   -------------



(1) Commencement of Operations.


                See Accompanying Notes to Financial Statements.

                                       60

                                 THE BEA FAMILY
                               THE RBB FUND, INC.
                         BEA U.S. CORE EQUITY PORTFOLIO
                            STATEMENT OF NET ASSETS
                               FEBRUARY 28, 1995
                                  (UNAUDITED)


                                                  NUMBER
                                                 OF SHARES         VALUE
                                               -------------   -------------
                                                         
COMMON STOCKS -- 97.3%
AEROSPACE -- 5.4%
  General Dynamics Corp......................         14,202   $     669,269
  United Technologies Corp...................          6,500         431,438
                                                               -------------
                                                                   1,100,707
                                                               -------------
BUILDING SUPPLIES/HOME IMPROVEMENT -- 2.5%
  Vulcan Materials Co........................          9,500         505,875
                                                               -------------
CHEMICALS -- 2.0%
  The Scotts Co. Class A**...................         21,800         403,300
                                                               -------------
COMMUNICATIONS -- 3.8%
  Capital Cities/ABC, Inc....................          3,220         284,970
  Granite Broadcasting Corp. Convertible
    Preferred................................         12,200         488,000
                                                               -------------
                                                                     772,970
                                                               -------------
ELECTRONICS -- 4.0%
  General Electric Co........................          8,000         439,000
  Litton Industries, Inc.**..................         10,500         383,250
                                                               -------------
                                                                     822,250
                                                               -------------
ENERGY -- 10.0%
  Exxon Corp.................................          8,000         512,000
  Schlumberger, Ltd..........................          4,000         227,500
  Texaco, Inc................................          8,500         541,875
  Tidewater, Inc.............................         20,000         392,500
  Valero Energy Corp. Convertible
    Preferred................................          9,000         371,250
                                                               -------------
                                                                   2,045,125
                                                               -------------
ENTERTAINMENT -- 2.2%
  Gtech Holdings Corp.**.....................         23,100         459,112
                                                               -------------
FINANCIAL SERVICES -- 4.7%
  Dean Witter Discover & Co..................         12,168         491,283
  Student Loan Marketing
    Association..............................         12,705         468,497
                                                               -------------
                                                                     959,780
                                                               -------------
FOOD -- 7.9%
  Coca-Cola Co...............................          9,000         495,000
  McDonald's Corp............................         17,000         565,250


                                                  NUMBER
                                                 OF SHARES         VALUE
                                               -------------   -------------
                                                         
FOOD -- (CONTINUED)

  Nabisco Holdings Corp.**...................         20,000   $     555,000
                                                               -------------
                                                                   1,615,250
                                                               -------------
HOTELS -- 1.3%
  Marriot International, Inc.................          8,300         257,300
                                                               -------------
INSURANCE -- 7.2%
  Mutual Risk Management Ltd.................         19,000         551,000
  TIG Holdings, Inc..........................         22,588         468,701
  Transnational Re Corp.
    Class A**................................         12,400         248,000
  Western National Corp......................         17,200         204,250
                                                               -------------
                                                                   1,471,951
                                                               -------------
LEASING -- 2.3%
  Trinet Corporate Realty Trust..............         17,000         463,250
                                                               -------------
MACHINERY (MINING) -- 2.6%
  Minerals Technologies, Inc.................         18,095         531,541
                                                               -------------
MANUFACTURING -- 5.5%
  Allied-Signal, Inc.........................         13,000         494,000
  Goodyear Tire & Rubber Co..................         17,000         626,875
                                                               -------------
                                                                   1,120,875
                                                               -------------
PACKAGING -- 0.9%
  Owens-Illinois, Inc.**.....................         17,895         187,898
                                                               -------------
PAPER -- 7.1%
  Mead Corp..................................          8,000         438,000
  Repap Enterprises, Inc.**..................         65,000         457,031
  Scott Paper Co.............................          7,000         554,750
                                                               -------------
                                                                   1,449,781
                                                               -------------
PHARMACEUTICAL -- 9.1%
  Barr Laboratories, Inc.**..................         20,000         415,000
  Marion Merrell Dow, Inc....................         40,000         995,000
  Smithkline Beecham PLC ADR.................         11,100         431,513
                                                               -------------
                                                                   1,841,513
                                                               -------------
PRINTING AND PUBLISHING -- 2.7%
  Harcourt General, Inc......................         14,700         545,737
                                                               -------------
RETAIL DEPARTMENT STORES -- 5.0%
  Mac Frugals Bargains
    Close-Outs, Inc.**.......................         27,672         470,424


                See Accompanying Notes to Financial Statements.

                                       61

                                 THE BEA FAMILY
                               THE RBB FUND, INC.
                         BEA U.S. CORE EQUITY PORTFOLIO
                      STATEMENT OF NET ASSETS  (CONCLUDED)
                               FEBRUARY 28, 1995
                                  (UNAUDITED)


                                                  NUMBER
                                                 OF SHARES         VALUE
                                               -------------   -------------
COMMON STOCKS -- (CONTINUED)
                                                         
RETAIL DEPARTMENT STORES -- (CONTINUED)
  Michael Anthony Jewelers, Inc.**...........         15,700   $      58,875
  Wal-Mart Stores, Inc.......................         20,700         491,625
                                                               -------------
                                                                   1,020,924
                                                               -------------
RETAIL-SPECIALTY -- 0.8%
  Cole National Corporation Class A**........         20,300         172,550
                                                               -------------
UTILITIES -- 7.7%
  American Telephone and Telegraph Corp......         11,000         569,250
  Airtouch Communications, Inc.**............         16,511         449,925
  Pacific Telesis Group......................          8,611         258,330
  U S West, Inc..............................          7,500         290,625
                                                               -------------
                                                                   1,568,130
                                                               -------------
WHOLESALE GROCERIES & RELATED -- 2.6%
  McKesson Corp..............................         14,300         527,312
                                                               -------------
    TOTAL COMMON STOCKS
      (Cost $ 19,127,669)....................                     19,843,131
                                                               -------------


                                                    PAR
                                                   (000)           VALUE
                                               -------------   -------------
                                                         
SHORT-TERM INVESTMENT -- 0.4%
  BBH Grand Cayman U.S Dollar Time Deposit
    5.00% 03/07/95...........................  $          74   $      74,000
                                                               -------------
    TOTAL SHORT-TERM INVESTMENT
     (Cost $74,000)..........................                         74,000
                                                               -------------
TOTAL INVESTMENTS AT VALUE -- 97.7%
    (Cost $19,201,669*)......................                  $  19,917,131
OTHER ASSETS IN EXCESS OF
  LIABILITIES -- 2.3%........................                        477,107
                                                               -------------
NET ASSETS (Applicable to 1,333,430 BEA
  shares) -- 100.0%..........................                  $  20,394,238
                                                               -------------
                                                               -------------
NET ASSET VALUE, OFFERING PRICE AND
  REDEMPTION PRICE PER SHARE ($20,394,238
   DIVIDED BY 1,333,430).....................                         $15.29
                                                               -------------
                                                               -------------


 * Cost for Federal income tax purposes at February 28, 1995 is $18,546,437. The
   gross appreciation (depreciation) on a tax basis is as follows:

                                            
  Gross Appreciation.........................  $ 1,961,752
  Gross Depreciation.........................     (591,058)
                                               -----------
  Net Appreciation...........................  $ 1,370,694
                                               -----------
                                               -----------



** Non-income producing securities.

                See Accompanying Notes to Financial Statements.

                                       62

                                 THE BEA FAMILY
                               THE RBB FUND, INC.
                              BEA U.S. CORE EQUITY

STATEMENT OF OPERATIONS
FOR THE SIX MONTHS ENDED
FEBRUARY 28, 1995
(UNAUDITED)

                                            
INVESTMENT INCOME
  Dividends..................................  $ 220,440
  Interest...................................     33,376
                                               ---------
    TOTAL INVESTMENT INCOME..................    253,816
                                               ---------
EXPENSES
  Investment advisory fees...................     65,273
  Custodian fees                                  17,370
  Administration service fee.................     13,055
  Administration fee.........................     10,879
  Registration fees..........................      9,328
  Transfer agent fees........................      8,634
  Printing fees..............................      5,924
  Legal fees.................................      2,617
  Organization expense.......................      2,576
  Miscellaneous fees.........................      1,815
  Audit fees.................................      1,234
  Insurance expense..........................        263
  Directors fees.............................         80
                                               ---------
                                                 139,048
  Less fees waived...........................    (52,017)
                                               ---------
    TOTAL EXPENSES...........................     87,031
                                               ---------
NET INVESTMENT INCOME........................    166,785
                                               ---------
REALIZED AND UNREALIZED GAIN(LOSS) ON
 INVESTMENTS:
  Net realized loss on investments...........   (295,863)
  Net unrealized appreciation on
   investments...............................    715,462
                                               ---------
NET GAIN ON INVESTMENTS......................    419,599
                                               ---------
NET INCREASE IN NET ASSETS RESULTING FROM
 OPERATIONS..................................  $ 586,384
                                               ---------
                                               ---------



STATEMENTS OF CHANGES IN NET ASSETS



                                                  FOR THE
                                                  PERIOD
                                               SEPTEMBER 1,
                                                  1994(1)
                                                TO FEBRUARY
                                                 28, 1995
                                               -------------
                                                (UNAUDITED)
                                            
Increase (decrease) in net assets:
  Operations:
    Net investment income....................  $    166,785
    Net gain on investments..................       419,599
                                               -------------
    Net increase in net assets resulting from
     operations..............................       586,384
                                               -------------
Distributions to shareholders:
  Dividends to shareholders from net
   investment income:
    BEA shares ($.08 per share)..............      (102,838)
                                               -------------
Net capital share transactions...............    19,910,542
                                               -------------
Total increase in net assets.................    20,394,088
Net Assets:
  Beginning of period........................           150
                                               -------------
  End of period..............................  $ 20,394,238
                                               -------------
                                               -------------

(1) Commencement of Operations.


                See Accompanying Notes to Financial Statements.

                                       63

                                 THE BEA FAMILY
                               THE RBB FUND, INC.
                              FINANCIAL HIGHLIGHTS
                (FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)



                                                BEA INTERNATIONAL EQUITY PORTFOLIO     BEA EMERGING MARKETS EQUITY PORTFOLIO
                                               -------------------------------------   -------------------------------------
                                                                        FOR THE                                 FOR THE
                                                                   YEAR ENDED AUGUST                       YEAR ENDED AUGUST
                                                                       31, 1994                                31, 1994
                                                    FOR THE        -----------------        FOR THE        -----------------
                                               SIX MONTHS ENDED                        SIX MONTHS ENDED
                                               FEBRUARY 28, 1995                       FEBRUARY 28, 1995
                                               -----------------                       -----------------
                                                  (UNAUDITED)                             (UNAUDITED)
                                                                                               
Net asset value, beginning of period.........    $      20.73        $      18.73        $      24.58        $      18.38
                                               -----------------   -----------------   -----------------   -----------------
  Income from investment operations
    Net investment income (loss).............           (0.03)               0.05               (0.04)              (0.03)
    Net gain (loss) on securities (both
      realized and unrealized)...............           (3.58)               2.60               (7.63)               6.64
                                               -----------------   -----------------   -----------------   -----------------
    Total from investment operations.........           (3.61)               2.65               (7.67)               6.61
                                               -----------------   -----------------   -----------------   -----------------
  Less Distributions
    Dividends from net investment income.....            0.00               (0.05)              (0.07)              (0.09)
    Distributions from capital gains.........           (0.66)              (0.60)              (0.92)              (0.32)
                                               -----------------   -----------------   -----------------   -----------------
    Total distributions......................           (0.66)              (0.65)              (0.99)              (0.41)
                                               -----------------   -----------------   -----------------   -----------------
    Net asset value, end of period...........    $      16.46        $      20.73        $      15.92        $      24.58
                                               -----------------   -----------------   -----------------   -----------------
                                               -----------------   -----------------   -----------------   -----------------
Total return.................................   (17.69%)(c)(d)           14.23%(d)      (31.91%)(c)(d)           35.99%(d)
Ratio/Supplemental Data
  Net assets, end of period..................    $683,197,558        $767,189,791        $108,589,416        $140,675,379
  Ratio of expenses to average net assets....      1.25%(a)(b)            1.25%(a)         1.50%(a)(b)            1.50%(a)
  Ratio of net investment income (loss) to
    average net assets.......................        (.31%)(b)              0.33%            (.65%)(b)             (0.02%)
  Portfolio turnover rate....................           39%(c)               104%               33%(c)                54%



(a)  Without the waiver of advisory fees  and administration fees, the ratios of
    expenses to average net  assets for the  BEA International Equity  Portfolio
    would  have been 1.28% annualized for the six months ended February 28, 1995
    and 1.30% or the year ended August 31, 1994. Without the waiver of  advisory
    fees  and  administration fees  and without  the reimbursement  of operating
    expenses, the ratios of expenses to average net assets for the BEA  Emerging
    Markets Equity Portfolio would have been 1.67% annualized for the six months
    ended February 28, 1995 and 2.01% for the year ended August 31, 1994.
(b) Annualized.
(c) Not annualized.
(d) Redemption fees not reflected in total return.


                See Accompanying Notes to Financial Statements.

                                       64

                                 THE BEA FAMILY
                               THE RBB FUND, INC.
                              FINANCIAL HIGHLIGHTS
                (FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)



                                               BEA U.S. CORE FIXED INCOME PORTFOLIO      BEA GLOBAL FIXED INCOME PORTFOLIO
                                               -------------------------------------   -------------------------------------
                                                                    FOR THE PERIOD                          FOR THE PERIOD
                                                                   APRIL 1, 1994* TO                       JUNE 28, 1994* TO
                                                                    AUGUST 31, 1994                         AUGUST 31, 1994
                                                    FOR THE        -----------------        FOR THE        -----------------
                                               SIX MONTHS ENDED                        SIX MONTHS ENDED
                                               FEBRUARY 28, 1995                       FEBRUARY 28, 1995
                                               -----------------                       -----------------
                                                  (UNAUDITED)                             (UNAUDITED)
                                                                                               
Net asset value, beginning of period.........    $      14.77        $      15.00        $      15.00        $      15.00
                                               -----------------   -----------------   -----------------   -----------------
  Income from investment operations
    Net investment income....................            0.44                0.42                0.49                0.15
    Net loss on securities (both realized and
      unrealized)............................           (0.18)              (0.41)              (0.09)              (0.15)
                                               -----------------   -----------------   -----------------   -----------------
    Total from investment operations.........            0.26                0.01                0.40                  --
                                               -----------------   -----------------   -----------------   -----------------
  Less Distributions
    Dividends from net investment income.....           (0.46)              (0.24)              (0.41)                 --
    Distributions from capital gains.........              --                  --                  --                  --
                                               -----------------   -----------------   -----------------   -----------------
    Total distributions......................           (0.46)              (0.24)              (0.41)                 --
                                               -----------------   -----------------   -----------------   -----------------
    Net asset value, end of period...........    $      14.57        $      14.77        $      14.99        $      15.00
                                               -----------------   -----------------   -----------------   -----------------
                                               -----------------   -----------------   -----------------   -----------------
Total return.................................         1.87%(c)            0.17%(c)            2.72%(c)            0.00%(c)
Ratio/Supplemental Data
  Net assets, end of period..................     $58,823,312         $30,015,818         $18,141,720          $6,300,360
  Ratio of expenses to average net assets....      0.50%(a)(b)         0.50%(a)(b)         0.75%(a)(b)         0.75%(a)(b)
  Ratio of net investment income (loss) to
    average net assets.......................         6.53%(b)            6.04%(b)            7.37%(b)            5.64%(b)
  Portfolio turnover rate....................          220%(c)             186%(c)              27%(c)               0%(c)



(a)  Without the waiver of advisory fees  and administration fees, the ratios of
    expenses to average net assets for the BEA U.S. Core Fixed Income  Portfolio
    would  have been .87% annualized for the  six months ended February 28, 1995
    and .99% for the year ended August 31, 1994. Without the waiver of  advisory
    fees  and  administration fees  and without  the reimbursement  of operating
    expenses, the ratios of  expenses to average net  assets for the BEA  Global
    Fixed  Income Portfolio would have been  1.34% annualized for the six months
    ended February 28, 1995 and 1.92% for the year ended August 31, 1994.
(b) Annualized.
(c) Not annualized.
*   Commencement of operations


                See Accompanying Notes to Financial Statements.

                                       65

                                 THE BEA FAMILY
                               THE RBB FUND, INC.
                              FINANCIAL HIGHLIGHTS
                (FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)



                                               BEA STRATEGIC FIXED INCOME PORTFOLIO      BEA MUNICIPAL BOND FUND PORTFOLIO
                                               -------------------------------------   -------------------------------------
                                                                        FOR THE                             FOR THE PERIOD
                                                                      YEAR ENDED                           JUNE 20, 1994* TO
                                                                    AUGUST 31, 1994                         AUGUST 31, 1994
                                                    FOR THE        -----------------        FOR THE        -----------------
                                               SIX MONTHS ENDED                        SIX MONTHS ENDED
                                               FEBRUARY 28, 1995                       FEBRUARY 28, 1995
                                               -----------------                       -----------------
                                                  (UNAUDITED)                             (UNAUDITED)
                                                                                               
Net asset value, beginning of period.........    $      15.94        $      16.94        $      15.06        $      15.00
                                               -----------------   -----------------   -----------------   -----------------
  Income from investment operations
    Net investment income (loss).............            0.72                1.20                0.35                0.09
    Net gain (loss) on securities (both
      realized and unrealized)...............           (1.49)              (0.77)               0.09               (0.03)
                                               -----------------   -----------------   -----------------   -----------------
    Total from investment operations.........           (0.77)               0.43                0.44                0.06
                                               -----------------   -----------------   -----------------   -----------------
  Less Distributions
    Dividends from net investment income.....           (0.75)              (1.43)              (0.41)                 --
    Distributions from capital gains.........              --                  --               (0.05)                 --
                                               -----------------   -----------------   -----------------   -----------------
    Total distributions......................           (0.75)              (1.43)              (0.46)                 --
                                               -----------------   -----------------   -----------------   -----------------
    Net asset value, end of period...........    $      14.42        $      15.94        $      15.04        $      15.06
                                               -----------------   -----------------   -----------------   -----------------
                                               -----------------   -----------------   -----------------   -----------------
Total return.................................    (5.01%)(c)(d)            2.24%(d)            3.11%(c)            0.40%(c)
Ratio/Supplemental Data
  Net assets, end of period..................    $134,450,505        $143,517,472         $49,339,419         $42,309,936
  Ratio of expenses to average net assets....      1.00%(a)(b)            1.00%(a)         1.00%(a)(b)         1.00%(a)(b)
  Ratio of net investment income (loss) to
    average net assets.......................         9.47%(b)              7.73%             4.92%(b)            3.27%(b)
  Portfolio turnover rate....................           49%(c)               121%               23%(c)               9%(c)


(a) Without the waiver of advisory  fees and administration fees, the ratios  of
    expenses  to average net assets for  the BEA Stategic Fixed Income Portfolio
    would have been 1.08% annualized for the six months ended February 28,  1995
    and 1.13% for the year ended August 31, 1994. Without the waiver of advisory
    fees  and administration fees,  the ratio of expenses  to average net assets
    for the BEA Municipal Bond Fund  Portfolio would have been 1.17%  annualized
    for the six months ended February 28, 1995 and 1.34% annualized for the year
    ended August 31, 1994.
(b) Annualized.
(c) Not annualized.
(d) Redemption fees not reflected in total return.
*   Commencement of operations


                See Accompanying Notes to Financial Statements.

                                       66

                                 THE BEA FAMILY
                               THE RBB FUND, INC.
                              FINANCIAL HIGHLIGHTS
                (FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)



                                              BEA U.S. CORE
                                            EQUITY PORTFOLIO
                                            -----------------
                                             FOR THE PERIOD
                                              SEPTEMBER 1,
                                                1994* TO
                                            FEBRUARY 28, 1995
                                            -----------------
                                               (UNAUDITED)
                                         
Net asset value, beginning of period......    $      15.00
                                            -----------------
  Income from investment operations
    Net investment income.................            0.13
    Net gain on securities (both realized
     and unrealized)......................            0.24
                                            -----------------
    Total from investment operations......            0.37
                                            -----------------
  Less Distributions
    Dividends from net investment
     income...............................           (0.08)
    Distributions from capital gain.......              --
                                            -----------------
    Total distributions...................           (0.08)
                                            -----------------
    Net asset value, end of period........    $      15.29
                                            -----------------
                                            -----------------
Total return..............................         2.52%(c)
Ratio/Supplemental Data
  Net assets, end of period...............     $20,394,238
  Ratio of expenses to average net
   assets.................................      1.00%(a)(b)
  Ratio of net investment income to
   average net assets.....................         1.92%(b)
  Portfolio turnover rate.................           70%(c)


(a)  Without the waiver of advisory fees  and administration fees, the ratios of
    expenses to average net assets for the BEA U.S. Core Equity Portfolio  would
    have been 1.60% annualized for the six months ended February 28, 1995.
(b) Annualized.
(c) Not annualized.
*   Commencement of operations


                See Accompanying Notes to Financial Statements.

                                       67

                                 THE BEA FAMILY
                               THE RBB FUND, INC.
                         NOTES TO FINANCIAL STATEMENTS
                               FEBRUARY 28, 1995
                                  (UNAUDITED)

NOTE 1.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
    The  RBB Fund, Inc. (the "Fund")  is registered under the Investment Company
Act of 1940, as amended, as an open-end management investment company. The  Fund
was  incorporated in  Maryland on February  29, 1988, and  currently has sixteen
investment  Portfolios,  seven  of  which   are  included  in  these   financial
statements.

    The  Fund has authorized capital of thirty billion shares of common stock of
which 10.7 billion are currently  classified into sixty-two classes. Each  class
represents an interest in one of eighteen investment portfolios of the Fund. The
classes  have been grouped into fifteen separate "families", eight of which have
begun investment operations: the BEA Family,  the RBB Family, the Sansom  Street
Family,  the  Bedford Family,  the  Cash Preservation  Family,  the Laffer/Canto
Family, the  Warburg Pincus  Family  and the  Bradford  Family. The  BEA  Family
represents interests in seven portfolios which are covered by this report.

            A)  SECURITY  VALUATION  -- Portfolio  securities  for  which market
    quotations are  readily  available are  valued  at market  value,  which  is
    currently  determined using the  last reported sales price.  If no sales are
    reported, as  in  the  case  of  some  securities  traded  over-the-counter,
    portfolio  securities are valued  at the mean between  the last reported bid
    and asked prices. All other securities  and assets are valued as  determined
    in  good  faith  by  the Board  of  Directors.  Short-term  obligations with
    maturities  of  60  days  or  less  are  valued  at  amortized  cost   which
    approximates market value.

            B)  FOREIGN  CURRENCY  TRANSACTIONS --  Transactions  denominated in
    foreign currencies are recorded  in the Portfolio's  records at the  current
    prevailing exchange rates. Asset and liability accounts that are denominated
    in  a foreign currency are adjusted daily to reflect current exchange rates.
    Transaction gains or losses resulting from changes in exchange rates  during
    the  reporting period or upon settlement of the foreign currency transaction
    are reported in operations  for the current period.  It is not practical  to
    isolate  that portion  of both realized  and unrealized gains  and losses on
    investments in the statement of operations that result from fluctuations  in
    foreign  currency exchange rates. The  Fund reports certain foreign currency
    related transactions as components of realized gains for financial reporting
    purposes, whereas such components are treated as ordinary income (loss)  for
    Federal income tax purposes.

            C)   SECURITY  TRANSACTIONS   AND  INVESTMENT   INCOME  --  Security
    transactions are accounted for  on the trade date.  The cost of  investments
    sold  is determined  by use of  the specific identification  method for both
    financial reporting and income tax purposes. Interest income is recorded  on
    the  accrual basis. Dividends are recorded  on the ex-dividend date. Certain
    expenses, principally  transfer  agent  and  printing,  are  class  specific
    expenses and vary by class. Expenses not directly attributable to a specific
    portfolio  or  class are  allocated  based on  relative  net assets  of each
    portfolio and class, respectively.

            D) DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS -- Dividends from net
    investment income and net realized capital  gains will be declared and  paid
    at  least annually. The character of  distributions made during the year for
    net investment income or net realized  gains may differ from their  ultimate
    characterization for federal income tax purposes due to GAAP/tax differences
    in  the character of  income and expense  recognition. These differences are
    primarily  due   to  differing   treatments   for  net   operating   losses,
    mortgage-backed   securities,  passive  foreign  investment  companies,  and
    forward foreign currency contracts.

            E) FEDERAL INCOME TAXES -- No provision is made for Federal taxes as
    it is the Fund's intention to have each portfolio qualify for and elect  the
    tax  treatment  applicable  to  regulated  investment  companies  under  the
    Internal  Revenue  Code  and  make   the  requisite  distributions  to   its
    shareholders  which will be sufficient to relieve it from Federal income and
    excise taxes.

            F) OTHER --  Securities denominated  in currencies  other than  U.S.
    dollars  are subject  to changes  in value  due to  fluctuations in exchange
    rates.

                                       68

                                 THE BEA FAMILY
                               THE RBB FUND, INC.
                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                               FEBRUARY 28, 1995
                                  (UNAUDITED)

NOTE 1.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
        Some countries  in  which  the portfolios  invest  require  governmental
    approval  for the repatriation of investment income, capital or the proceeds
    of sales of  securities by  foreign investors. In  addition, if  there is  a
    deterioration  in a  country's balance of  payments or for  other reasons, a
    country may  impose temporary  restrictions on  foreign capital  remittances
    abroad.

        The  securities exchanges  of certain foreign  markets are substantially
    smaller, less liquid and more volatile than the major securities markets  in
    the United States. Consequently, acquisition and deposition of securities by
    the  portfolios may be  inhibited. In addition,  a significant proportion of
    the aggregate  market  value  of  equity  securities  listed  on  the  major
    securities  exchanges in  emerging markets are  held by a  smaller number of
    investors. This may limit the number of shares available for acquisition  or
    disposition by the Fund.

NOTE 2.TRANSACTIONS WITH AFFILIATES AND RELATED PARTIES
    Pursuant  to Investment Advisory Agreements,  BEA Associates ("BEA"), a U.S.
investment advisory firm,  serves as investment  advisor for each  of the  seven
portfolios described herein.

    For  its advisory services,  BEA is entitled to  receive the following fees,
computed daily and payable monthly on a portfolio's average daily net assets:



              PORTFOLIO                              ANNUAL RATE
- --------------------------------------  --------------------------------------
                                     
BEA International Equity Portfolio      0.80% of average daily net assets
BEA Emerging Markets Equity Portfolio   1.00% of average daily net assets
BEA U.S. Core Fixed Income Portfolio    0.375% of average daily net assets
BEA Global Fixed Income Portfolio       0.50% of average daily net assets
BEA Strategic Fixed Income Portfolio    0.70% of average daily net assets
BEA Municipal Bond Fund Portfolio       0.70% of average daily net assets
BEA U.S. Core Equity Portfolio          0.75% of average daily net assets


    BEA may, at  its discretion,  voluntarily waive all  or any  portion of  its
advisory fee for either of the portfolios. For the six months ended February 28,
1995, advisory fees and waivers for each of the seven investment portfolios were
as follows:



                                         GROSS                            NET
                                      ADVISORY FEE       WAIVER       ADVISORY FEE
                                     --------------  --------------  --------------
                                                            
BEA International Equity Portfolio    $   2,977,557    $         --   $   2,977,557
BEA Emerging Markets Equity
Portfolio                                   640,986         (33,702)        607,284
BEA U.S. Core Fixed Income
Portfolio                                   100,540         (55,719)         44,821
BEA Global Fixed Income Portfolio            38,816         (34,358)          4,458
BEA Strategic Fixed Income
Portfolio                                   488,279              --         488,279
BEA Municipal Bond Fund Portfolio           156,032         (14,174)        141,858
BEA U.S. Core Equity Portfolio               65,273         (42,444)         22,829


    PFPC  Inc. ("PFPC"), an indirect wholly  owned subsidiary of PNC Bank Corp.,
serves as each portfolio's transfer and dividend disbursing agent. In  addition,
PFPC   serves  as  administrator  for  each  of  the  seven  portfolios.  PFPC's
administration fee is computed  daily and payable monthly  at an annual rate  of
.125% of each Portfolio's average daily net assets.

                                       69

                                 THE BEA FAMILY
                               THE RBB FUND, INC.
                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                               FEBRUARY 28, 1995
                                  (UNAUDITED)

NOTE 2.TRANSACTIONS WITH AFFILIATES AND RELATED PARTIES (CONTINUED)
    PFPC  may, at its  discretion, voluntarily waive  all or any  portion of its
administration fee for any of the portfolios. For the six months ended  February
28,  1995, administration fees for each  of the seven investment portfolios were
as follows:



                                                             GROSS                      NET
                                                         ADMINISTRATION            ADMINISTRATION
                                                              FEE         WAIVER        FEE
                                                         --------------  --------  --------------
                                                                          
BEA International Equity Portfolio                             $465,243  $(31,334)       $433,909
BEA Emerging Markets Equity Portfolio                            80,121   (13,100)         67,021
BEA U.S. Core Fixed Income Portfolio                             33,513   (10,724)         22,789
BEA Global Fixed Income Portfolio                                 9,704    (1,941)          7,763
BEA Strategic Fixed Income Portfolio                             87,193    (6,060)         81,133
BEA Municipal Bond Fund Portfolio                                27,863        --          27,863
BEA U.S. Core Equity Portfolio                                   10,879        --          10,879


    Counsellors Funds  Service,  Inc. ("Counsellors  Service"),  a  wholly-owned
subsidiary  of Counsellors  Securities Inc.,  serves as  administrative services
agent. An administrative service fee is computed daily and payable monthly at an
annual rate of .15% of each portfolio's average daily net assets.

NOTE 3.PURCHASES AND SALES OF SECURITIES
    For the  six  months  ended  February  28,  1995,  purchases  and  sales  of
investment  securities  (other than  short-term  investments) and  United States
Government Obligations were as follows:



                                                   INVESTMENT SECURITIES       U.S. GOVERNMENT OBLIGATIONS
                                               -----------------------------   ---------------------------
                                                 PURCHASES         SALES        PURCHASES        SALES
                                               -------------   -------------   ------------   ------------
                                                                                  
BEA International Equity Portfolio              $353,453,919    $286,690,006      $      --      $      --
BEA Emerging Markets Equity Portfolio             53,725,897      40,766,093             --             --
BEA U.S. Core Fixed Income Portfolio              98,710,277      97,003,958     26,138,121     15,580,303
BEA Global Fixed Income Portfolio                 16,508,454       2,756,200             --      1,084,770
BEA Strategic Fixed Income Portfolio              67,066,241      61,208,969     11,714,087      1,437,305
BEA Municipal Bond Fund Portfolio                 14,740,579       8,851,267             --             --
BEA U.S. Core Equity Portfolio                    26,948,988       7,525,591             --             --


    For the six months ended  February 28, 1995, purchases include  $15,177,455,
$4,851,207,  $5,441,630, $1,845,979, $10,284,638,  and $13,326,685 of investment
securities received from  shareholders in exchange  for 800,255 shares,  279,931
shares,  380,823 shares, 123,891 shares, 707,868 shares, and 889,491 shares sold
by  the  BEA  International  Equity  Portfolio,  BEA  Emerging  Markets   Equity
Portfolio,  BEA  U.S.  Core  Fixed Income  Portfolio,  BEA  Global  Fixed Income
Portfolio,  BEA  Municipal  Bond  Fund  Portfolio,  and  BEA  U.S.  Core  Equity
Portfolio, respectively.

                                       70

                                 THE BEA FAMILY
                               THE RBB FUND, INC.
                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                               FEBRUARY 28, 1995
                                  (UNAUDITED)

NOTE 4.CAPITAL SHARES
    Transactions in capital shares for each period were as follows:


                               BEA INTERNATIONAL EQUITY                              BEA EMERGING MARKETS EQUITY
                                      PORTFOLIO                                               PORTFOLIO
                ------------------------------------------------------  ------------------------------------------------------
                 FOR THE SIX MONTHS ENDED       FOR THE YEAR ENDED       FOR THE SIX MONTHS ENDED       FOR THE YEAR ENDED
                    FEBRUARY 28, 1995            AUGUST 31, 1994            FEBRUARY 28, 1995            AUGUST 31, 1994
                --------------------------  --------------------------  --------------------------  --------------------------
                   SHARES        VALUE         SHARES        VALUE         SHARES        VALUE         SHARES        VALUE
                ------------  ------------  ------------  ------------  ------------  ------------  ------------  ------------
                       (UNAUDITED)                                             (UNAUDITED)

                                                                                          
Shares sold        4,403,495  $ 85,157,446    24,447,890  $481,771,890       897,619  $ 16,398,677     4,675,645  $105,692,908
Shares issued
  in
  reinvestment
  of dividends     1,447,841    25,887,403       512,147    10,268,548       290,749     5,614,374        41,695     1,032,357
Shares
  repurchased,
  net of
  redemption
  fees            (1,363,338)  (23,928,868)   (2,274,120)  (44,138,125)      (91,139)   (1,715,224)     (190,598)   (4,055,553)
                ------------  ------------  ------------  ------------  ------------  ------------  ------------  ------------
Net increase       4,487,998  $ 87,115,981    22,685,917  $447,902,313     1,097,229  $ 20,297,827     4,526,742  $102,669,712
                ------------  ------------  ------------  ------------  ------------  ------------  ------------  ------------
                ------------  ------------  ------------  ------------  ------------  ------------  ------------  ------------
BEA Shares
  Authorized     500,000,000                 500,000,000                 500,000,000                 500,000,000
                ------------                ------------                ------------                ------------
                ------------                ------------                ------------                ------------



                              BEA U.S. CORE FIXED INCOME                               BEA GLOBAL FIXED INCOME
                                      PORTFOLIO                                               PORTFOLIO
                ------------------------------------------------------  ------------------------------------------------------
                                             FOR THE PERIOD APRIL 1,                                 FOR THE PERIOD JUNE 28,
                                                       1994                                                    1994
                                                 (COMMENCEMENT OF                                        (COMMENCEMENT OF
                 FOR THE SIX MONTHS ENDED         OPERATIONS) TO         FOR THE SIX MONTHS ENDED         OPERATIONS) TO
                    FEBRUARY 28, 1995            AUGUST 31, 1994            FEBRUARY 28, 1995            AUGUST 31, 1994
                --------------------------  --------------------------  --------------------------  --------------------------
                   SHARES        VALUE         SHARES        VALUE         SHARES        VALUE         SHARES        VALUE
                ------------  ------------  ------------  ------------  ------------  ------------  ------------  ------------
                       (UNAUDITED)                                             (UNAUDITED)
                                                                                          

Shares sold        1,931,810  $ 28,017,089     2,905,078  $ 43,523,808       766,650  $ 11,427,093       420,000  $  6,300,000
Shares issued
  in
  reinvestment
  of dividends       103,644     1,467,800        33,914       491,074        23,960       351,383            --            --
Shares
  repurchased,
  net of
  redemption
  fees               (28,825)     (413,020)     (907,066)  (13,512,710)           --            --            --            --
                ------------  ------------  ------------  ------------  ------------  ------------  ------------  ------------
Net increase       2,006,629  $ 29,071,869     2,031,926  $ 30,502,172       790,610  $ 11,778,476       420,000  $  6,300,000
                ------------  ------------  ------------  ------------  ------------  ------------  ------------  ------------
                ------------  ------------  ------------  ------------  ------------  ------------  ------------  ------------
BEA Shares
  Authorized     500,000,000                 500,000,000                 500,000,000                 500,000,000
                ------------                ------------                ------------                ------------
                ------------                ------------                ------------                ------------


                                       71

                                 THE BEA FAMILY
                               THE RBB FUND, INC.
                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                               FEBRUARY 28, 1995
                                  (UNAUDITED)

NOTE 4.CAPITAL SHARES (CONTINUED)
    Transactions in capital shares for each period were as follows:



                                                                                          BEA MUNICIPAL BOND
                                                                                              PORTFOLIO
                              BEA STRATEGIC FIXED INCOME                ------------------------------------------------------
                                      PORTFOLIO                                                      FOR THE PERIOD JUNE 20,
                ------------------------------------------------------                                         1994
                                                                                                         (COMMENCEMENT OF
                 FOR THE SIX MONTHS ENDED       FOR THE YEAR ENDED       FOR THE SIX MONTHS ENDED         OPERATIONS) TO
                    FEBRUARY 28, 1995            AUGUST 31, 1994            FEBRUARY 28, 1995            AUGUST 31, 1994
                --------------------------  --------------------------  --------------------------  --------------------------
                   SHARES        VALUE         SHARES        VALUE         SHARES        VALUE         SHARES        VALUE
                ------------  ------------  ------------  ------------  ------------  ------------  ------------  ------------
                       (UNAUDITED)                                             (UNAUDITED)

                                                                                          
Shares sold          296,659  $  4,651,154     2,707,420  $ 46,530,464       790,571  $ 11,473,411     2,820,340  $ 42,291,402
Shares issued
  in
  reinvestment
  of dividends       444,606     6,737,621       603,424    10,123,281        74,392     1,078,530            --            --
Shares
  repurchased,
  net of
  redemption
  fees              (419,393)   (6,476,305)     (116,840)   (1,906,710)     (393,088)   (5,678,812)      (10,683)     (161,000)
                ------------  ------------  ------------  ------------  ------------  ------------  ------------  ------------
Net increase         321,872  $  4,912,470     3,194,004  $ 54,747,035       471,875  $  6,873,129     2,809,657  $ 42,130,402
                ------------  ------------  ------------  ------------  ------------  ------------  ------------  ------------
                ------------  ------------  ------------  ------------  ------------  ------------  ------------  ------------
BEA Shares
  Authorized     500,000,000                 500,000,000                 500,000,000                 500,000,000
                ------------                ------------                ------------                ------------
                ------------                ------------                ------------                ------------




                   BEA U.S. CORE EQUITY
                        PORTFOLIO
                --------------------------
                      FOR THE PERIOD
                    SEPTEMBER 1, 1994
                (COMMENCEMENT OF OPERATIONS) TO
                    FEBRUARY 28, 1995
                --------------------------
                   SHARES        VALUE
                ------------  ------------
                       (UNAUDITED)

                        
Shares sold        1,343,175  $ 20,062,743
Shares issued
  in
  reinvestment
  of dividends         7,112       102,838
Shares
  repurchased,
  net of
  redemption
  fees               (16,857)     (255,039)
                ------------  ------------
Net increase       1,333,430  $ 19,910,542
                ------------  ------------
                ------------  ------------
BEA Shares
  Authorized     500,000,000
                ------------
                ------------


                                       72

                                 THE BEA FAMILY
                               THE RBB FUND, INC.
                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                               FEBRUARY 28, 1995
                                  (UNAUDITED)

NOTE 5.NET ASSETS
    At February 28, 1995, net assets consisted of the following (unaudited):



                      BEA        BEA EMERGING
                 INTERNATIONAL      MARKETS      BEA U.S. CORE    BEA GLOBAL     BEA STRATEGIC   BEA MUNICIPAL   BEA U.S. CORE
                    EQUITY          EQUITY       FIXED INCOME    FIXED INCOME    FIXED INCOME      BOND FUND        EQUITY
                   PORTFOLIO       PORTFOLIO       PORTFOLIO       PORTFOLIO       PORTFOLIO       PORTFOLIO       PORTFOLIO
                 -------------   -------------   -------------   -------------   -------------   -------------   -------------

                                                                                            
Capital Paid-In  $768,080,699    $141,385,906    $ 59,574,192    $ 18,078,626    $148,621,236    $ 48,755,890    $ 19,268,817
Accumulated Net
  Investment
  Income (Loss)    (3,669,382)       (875,466)        641,429         284,192       2,374,506          89,429          63,947
Accumulated Net
  Realized Loss
  on Security
  and Foreign
  Exchange
  Transactions    (21,103,564)     (2,917,348)     (1,344,284)       (103,480)     (1,526,054)       (202,971)        346,012
Net Unrealized
  Appreciation
 (Depreciation)
  on
  Investments
  and Foreign
  Currency
  Contracts       (60,110,195)    (29,003,676)        (48,025)       (117,618)    (15,019,183)        697,071         715,462
                 -------------   -------------   -------------   -------------   -------------   -------------   -------------
                 $683,197,558    $108,589,416    $ 58,823,312    $ 18,141,720    $134,450,505    $ 49,339,419    $ 20,394,238
                 -------------   -------------   -------------   -------------   -------------   -------------   -------------
                 -------------   -------------   -------------   -------------   -------------   -------------   -------------


NOTE 6.RESTRICTED SECURITIES
    Certain   of  the  BEA  International  Equity  Portfolio's  investments  are
restricted as to resale and are valued  at the direction of the Fund's Board  of
Directors  in  good  faith,  at  fair  value,  after  taking  into consideration
appropriate indications of value available. The table below shows the number  of
shares  held, the acquisition date, value as of February 28, 1995, percentage of
net assets which the securities comprise,  aggregate cost and unit value of  the
securities.



                     NUMBER OF      ACQUISITION     02/28/95     PERCENTAGE OF                   VALUE PER
                       SHARES          DATE        FAIR VALUE     NET ASSETS    SECURITY COST      UNIT
                   --------------  -------------  -------------  -------------  -------------  -------------
                                                                             
Sodigas Pampeana          55           1/14/93     $   841,061        0.1%        $ 566,038        $15,292
Sodigas del Sur           55           1/14/93         742,112        0.1%          384,038         13,493
                                                  -------------                 -------------
                                                   $ 1,583,173                    $ 950,076
                                                  -------------                 -------------
                                                  -------------                 -------------


NOTE 7.FORWARD FOREIGN CURRENCY CONTRACTS
    The  Funds  will  generally  enter into  forward  foreign  currency exchange
contracts as a way of managing foreign exchange rate risk. A Fund may enter into
these contracts to fix the U.S. dollar value of a security that it has agreed to
buy or sell for the period between the  date the trade was entered into and  the
date the security is delivered and paid for. A Fund may also use these contracts
to  hedge the  U.S. dollar  value of securities  it already  owns denominated in
foreign currencies.

                                       73

                                 THE BEA FAMILY
                               THE RBB FUND, INC.
                   NOTES TO FINANCIAL STATEMENTS (CONCLUDED)
                               FEBRUARY 28, 1995
                                  (UNAUDITED)

NOTE 7.FORWARD FOREIGN CURRENCY CONTRACTS (CONTINUED)
    Forward foreign currency contracts are valued  at the forward rate, and  are
marked-to-market daily. The change in market value is recorded by the Fund as an
unrealized  gain  or loss.  When  the contract  is  closed, the  Fund  records a
realized gain or loss equal to the difference between the value of the  contract
at the time it was opened and the value at the time it was closed.

    The   use  of  forward   foreign  currency  contracts   does  not  eliminate
fluctuations in the underlying prices of the Fund's Portfolio Securities, but it
does establish a rate of exchange that  can be achieved in the future.  Although
forward  foreign currency contracts limit  the risk of loss  due to a decline in
the value of the hedged currency, they also limit any potential gain that  might
result  should the value of the currency  increase. In addition, the Funds could
be exposed to risks if  the counterparties to the  contracts are unable to  meet
the  terms of their  contracts. During the  six month period  ended February 28,
1995, the  BEA  Global  Fixed  Income Portfolio  entered  into  forward  foreign
currency contracts.

    The  BEA  Global  Fixed  Income Portfolio's  open  Forward  Foreign Currency
Contracts at February 28, 1995 were as follows:


                                                                            UNREALIZED
                                    FOREIGN                                   FOREIGN
  FORWARD CURRENCY     EXPIRATION   CURRENCY     CONTRACT     CONTRACT       EXCHANGE
      CONTRACT           DATE      TO BE SOLD     AMOUNT        VALUE        GAIN/LOSS
- ---------------------  ---------  ------------  -----------  -----------  ---------------
                                                           
Australian Dollars      03/15/95       600,000    $ 463,320    $ 442,674    $    20,646
Canadian Dollars        03/15/95       250,000      180,086      179,353            733
German Deutschemarks    03/15/95       850,000      542,472      583,711        (41,239)
German Deutschemarks    05/03/95       125,000       82,549       85,975         (3,426)
French Francs           03/15/95     6,800,000    1,258,770    1,325,937        (67,167)
Japanese Yen            03/15/95    12,000,000      121,090      124,502         (3,412)
Spanish Pesetas         03/15/95    17,500,000      131,906      136,981         (5,075)
Swedish Krona           03/15/95     3,200,000      421,402      435,964        (14,562)
                                                -----------  -----------  ---------------
                                                 $3,201,595   $3,315,097    $  (113,502)
                                                -----------  -----------  ---------------
                                                -----------  -----------  ---------------



                                    FOREIGN                                 UNREALIZED
                                    CURRENCY                                  FOREIGN
  FORWARD CURRENCY     EXPIRATION    TO BE       CONTRACT     CONTRACT       EXCHANGE
      CONTRACT           DATE      PURCHASED      AMOUNT        VALUE        GAIN/LOSS
- ---------------------  ---------  ------------  -----------  -----------  ---------------
                                                           
Italian Lira            03/15/95   310,000,000    $ 188,238    $ 185,891    $    (2,347)


                                       74

                                      --------------------
                                              BEA

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

                                         BEA International Equity Portfolio,
                                       BEA Emerging Markets Equity Portfolio,
                                        BEA U.S. Core Fixed Income Portfolio,
                                         BEA Global Fixed Income Portfolio,
                                        BEA Strategic Fixed Income Portfolio,
                                         BEA Municipal Bond Fund Portfolio,
                                           BEA U.S. Core Equity Portfolio

                                                 Semi-Annual Report
                                                  February 28, 1995