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<SEC-DOCUMENT>0000935069-97-000189.txt : 19971106
<SEC-HEADER>0000935069-97-000189.hdr.sgml : 19971106
ACCESSION NUMBER:		0000935069-97-000189
CONFORMED SUBMISSION TYPE:	N-30D
PUBLIC DOCUMENT COUNT:		1
CONFORMED PERIOD OF REPORT:	19970831
FILED AS OF DATE:		19971105
SROS:			NONE

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			RBB FUND INC
		CENTRAL INDEX KEY:			0000831114
		STANDARD INDUSTRIAL CLASSIFICATION:	 []
		FISCAL YEAR END:			0831

	FILING VALUES:
		FORM TYPE:		N-30D
		SEC ACT:		
		SEC FILE NUMBER:	811-05518
		FILM NUMBER:		97708100

	BUSINESS ADDRESS:	
		STREET 1:		400 BELLEVUE PKWY STE 100
		CITY:			WILMINGTON
		STATE:			DE
		ZIP:			19809
		BUSINESS PHONE:		3027911791

	MAIL ADDRESS:	
		STREET 1:		103 BELLEVUE PKWY
		STREET 2:		SUITE 152
		CITY:			WILMINGTON
		STATE:			DE
		ZIP:			19809

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	FUND INC /DE/
		DATE OF NAME CHANGE:	19600201
</SEC-HEADER>
<DOCUMENT>
<TYPE>N-30D
<SEQUENCE>1
<DESCRIPTION>BRADFORD GOV'T. OBLIGATIONS MM 1997 ANNUAL REPORT
<TEXT>


                             ----------------------
                                    BRADFORD
                                   GOVERNMENT
                                   OBLIGATIONS
                                  MONEY MARKET
                                    PORTFOLIO


                              J.C. Bradford & Co.
                      MEMBER NEW YORK STOCK EXCHANGE INC.
                                 [Logo Omitted]


                                  Annual Report
                                 August 31, 1997


<PAGE>

               BRADFORD GOVERNMENT OBLIGATIONS MONEY MARKET SHARES
                               THE RBB FUND, INC.

                       ANNUAL INVESTMENT ADVISER'S REPORT


     For much of the past year,  economic activity grew  progressively  stronger
and only the good  behavior  of  inflation  kept  money  market  yields  from an
appreciable  rise.  In last year's final two  quarters and through  1997's first
quarter,  the nation's gross domestic  product rose from a rate of 2.1% to 4.9%,
led by healthy gains in employment and wages.  This strong momentum put pressure
on the Federal Reserve to raise short-term  interest rates,  particularly  early
this year.  The Fed's only move,  however,  was in March when it  increased  the
federal  funds  rated from 5.25% to 5.50%.  The Fed  likened  its move to buying
insurance  against  the  possible  need for larger  moves at a later  date.  The
reaction to the tighter  monetary  policy was quite severe,  with both the stock
and bond markets experiencing sharp declines in April.

     In the months  following the Fed's move,  economic  activity  began to show
signs of slowing and the money market yield  curve,  which  reached its steepest
slope in March, began to flatten.  One-year yields, for example, which peaked at
6.30% fell below 6.00% over the next few months,  while the one- to  three-month
sector held steady in a 5.50-5.65%  range. One interesting  anomaly was the U.S.
Treasury market where yields on three-, six-, and twelve-month bills traded well
below other money market rates. With the huge amount of cash in the market,  the
three-month  Treasury bill yielded as low as 4.90% in the second quarter,  while
overnight  rates  remained  at  5.50%.  By the end of  August,  the  three-month
Treasury  bill had recovered  somewhat,  but was still 30 basis points below the
federal funds rate. This dichotomy in market yields  generally kept the duration
of the government portfolio shorter than the prime portfolio, as it carried more
overnight  investments  for both yield and  liquidity.  In  contrast,  the prime
portfolio  was more  attracted  to the  3-month  and  1-year  sectors to pick up
incremental yield during those occasions when the curve steepened.

                PNC Institutional Management Corporation
                (Please dial  toll-free  800-533-7719  for questions  regarding 
                your account or contact your broker.)

<PAGE>


                        REPORT OF INDEPENDENT ACCOUNTANTS

To the Shareholders and Board of Directors of The RBB Fund, Inc.:

We have  audited the  accompanying  statements  of net assets of the  Government
Obligations  Money Market Portfolio of the RBB Fund, Inc., as of August 31, 1997
and the related  statements of operations for the year then ended, the statement
of changes in net assets for each of the two years in the period then ended, and
the financial  highlights  for each of the periods  presented.  These  financial
statements  and  financial  highlights  are  the  responsibility  of the  Fund's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements and financial highlights based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable  assurance  about  whether the  financial  statements  and  financial
highlights are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.Our  procedures  included  confirmation  of  investments  owned as of
August 31, 1997, by  correspondence  with the custodian.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion,  the financial  statements and financial  highlights referred to
above present fairly, in all material  respects,  the financial  position of the
Government  Obligations  Money  Market  Portfolio of the RBB Fund,  Inc.,  as of
August 31, 1997 and the results of their operations for the year then ended, the
changes in their net assets for each of the two years in the period  then ended,
and their financial highlights for each of the periods presented,  in conformity
with generally accepted accounting principles.


COOPERS & LYBRAND L.L.P.

2400 Eleven Penn Center
Philadelphia, Pennsylvania
October 17, 1997

                                       2
<PAGE>

               BRADFORD GOVERNMENT OBLIGATIONS MONEY MARKET SHARES
                               THE RBB FUND, INC.
                  GOVERNMENT OBLIGATIONS MONEY MARKET PORTFOLIO
                             STATEMENT OF NET ASSETS
                                 AUGUST 31, 1997


                                                           PAR
                                                          (000)         VALUE
                                                         --------   ------------
AGENCY OBLIGATIONS--59.0%
FEDERAL FARM CREDIT BANK--1.6%
   5.510% 01/02/98 ...............................        $10,000   $  9,994,144
                                                                    ------------
FEDERAL HOME LOAN BANK--3.4%
   6.080% 04/16/98 ...............................         21,000     21,006,876
                                                                    ------------
FEDERAL HOME LOAN MORTGAGE CORPORATION--25.9%
   5.500% 09/02/97 ...............................         45,000     44,993,125
   5.400% 09/11/97 ...............................          8,030      8,017,955
   5.410% 09/11/97 ...............................         26,970     26,929,470
   5.430% 09/22/97 ...............................         50,000     49,841,625
   5.520% 11/06/97 ...............................          9,000      8,998,537
   5.713% 03/13/98 ...............................         20,000     19,987,681
                                                                    ------------
                                                                     158,768,393
                                                                    ------------
FEDERAL NATIONAL MORTGAGE ASSOCIATION--20.8%
   5.350% 09/02/97 ...............................         10,000     10,000,000
   6.020% 09/05/97 ...............................          3,000      3,000,143
   5.463% 09/12/97 ...............................         10,000      9,999,876
   5.465% 09/30/97 ...............................         10,000      9,998,262
   5.440% 12/15/97 ...............................         30,000     29,524,000
   5.600% 01/16/98 ...............................         10,000      9,995,684
   5.710% 03/18/98 ...............................         25,000     24,996,101
   5.890% 05/21/98 ...............................         10,000     10,007,684
   5.840% 06/18/98 ...............................         20,000     19,994,844
                                                                    ------------
                                                                     127,516,594
                                                                    ------------
STUDENT LOAN MARKETING ASSOCIATION(DAGGER) --6.3%
   5.440% 09/02/97 ...............................         20,000     19,998,165
   5.450% 09/02/97 ...............................          9,000      8,999,371
   5.460% 09/02/97 ...............................          5,000      5,000,000
   5.470% 09/02/97 ...............................          5,000      4,999,934
                                                                    ------------
                                                                      38,997,470
                                                                    ------------
WORLD BANK DISCOUNT NOTES--1.0%
   5.410% 09/23/97 ...............................          6,100      6,079,833
                                                                    ------------
     TOTAL AGENCY OBLIGATIONS
       (Cost $362,363,310) .......................                   362,363,310
                                                                    ------------

                                                         PAR
                                                        (000)           VALUE
                                                       --------      -----------
REPURCHASE AGREEMENTS--40.7%
Donaldson,  Lufkin & Jenrette
   (Agreement dated 08/29/97 to be
   repurchased at $100,362,688,
   collateralized by $108,750,000
   Federal Home Loan Mortgage
   Association 6.50% to 7.00% 
   due 04/15/21 to 05/15/24.
   Market value of collateral is 
   $103,313,588.)
   5.625% 09/02/97 ...............................     $ 100,300   $ 100,300,000
Greenwich Capital Markets Inc.
   (Agreement dated 08/29/97 to be 
   repurchased at $100,062,444,
   collateralized by $265,604,910 
   Federal National Mortgage 
   Association Strips Due 03/01/22 to
   07/01/27. Market value of collateral 
   is $103,001,687.)
   5.620% 09/02/97 ...............................       100,000     100,000,000
Merrill Lynch
   (Agreement dated 08/29/97 to be 
   repurchased at $50,030,722, 
   collateralized by $172,262,022 
   Federal National  Mortgage  
   Association  Strips Due 02/01/23 to
   07/01/27. Market value of collateral 
   is $51,500,518.)
   5.530% 10/17/97 ...............................        50,000      50,000,000
                                                                    ------------
     TOTAL REPURCHASE AGREEMENTS
       (Cost $250,300,000) .......................                   250,300,000
                                                                    ------------

                 See Accompanying Notes to Financial Statements.

                                        3
<PAGE>

               BRADFORD GOVERNMENT OBLIGATIONS MONEY MARKET SHARES
                               THE RBB FUND, INC.
                  GOVERNMENT OBLIGATIONS MONEY MARKET PORTFOLIO
                       STATEMENT OF NET ASSETS (CONCLUDED)
                                 AUGUST 31, 1997


TOTAL INVESTMENTS AT VALUE--99.7%
   (Cost $612,663,310*) ...............................             $612,663,310
OTHER ASSETS IN EXCESS
   OF LIABILITIES--0.3% ...............................                1,568,901
                                                                    ------------

NET ASSETS  (Applicable  to 
   209,685,630  Bedford  shares, 
   51,608,040  Bradford shares, 
   352,951,307 Janney Montgomery 
   Scott shares and 800
   other shares)--100.0% ..............................             $614,232,211
                                                                    ============
NET ASSET VALUE, Offering and
   redemption price per share
   ($614,232,211 (DIVIDE) 614,245,777) ................                    $1.00
                                                                           =====
*  Also cost for Federal income tax purposes.

(DAGGER) Variable Rate Obligations -- The interest rate is the rate as of August
     31,  1997 and the  maturity  date shown is the longer of the next  interest
     readjustment  date or the date the principal  amount shown can be recovered
     through demand.
 
                 See Accompanying Notes to Financial Statements.
 
                                        4
<PAGE>

              BRADFORD GOVERNMENT OBLIGATIONS MONEY MARKET SHARES
                               THE RBB FUND, INC.
                 GOVERNMENT OBLIGATIONS MONEY MARKET PORTFOLIO
                            STATEMENT OF OPERATIONS
                       FOR THE YEAR ENDED AUGUST 31, 1997

Investment Income
   Interest .................................................  $31,972,074
                                                               -----------
Expenses
   Investment advisory fees .................................    2,421,186
   Distribution fees ........................................    3,435,186
   Directors' fees ..........................................       11,967
   Custodian fees ...........................................      107,578
   Transfer agent fees ......................................      535,142
   Legal fees ...............................................       25,058
   Audit fees ...............................................       14,286
   Registration fees ........................................      189,500
   Insurance fees ...........................................       11,609
   Printing fees ............................................       83,824
   Miscellaneous fees .......................................          475
                                                               -----------
                                                                 6,835,811

   Less fees waived .........................................     (647,063)
   Less expense reimbursement by advisor ....................     (404,193)
                                                               -----------
        Total expenses ......................................    5,784,555
                                                               -----------
   Net investment income ....................................   26,187,519
   Realized (loss) on investments ...........................       (1,291)
                                                               -----------
   Net increase in net assets resulting from operations .....  $26,186,228
                                                               ===========

                 See Accompanying Notes to Financial Statements.

                                        5
<PAGE>

               BRADFORD GOVERNMENT OBLIGATIONS MONEY MARKET SHARES
                               THE RBB FUND, INC.
                  GOVERNMENT OBLIGATIONS MONEY MARKET PORTFOLIO
                       STATEMENT OF CHANGES IN NET ASSETS
<TABLE>
<CAPTION>

                                                                                          FOR THE              FOR THE
                                                                                        YEAR ENDED           YEAR ENDED
                                                                                      AUGUST 31, 1997      AUGUST 31, 1996
                                                                                      ---------------      ---------------

<S>                                                                                    <C>                  <C>         
Increase (decrease) in net assets:
Operations: 
  Net investment income ..........................................................     $ 26,187,519         $ 25,224,326
  Net (loss) on investments ......................................................           (1,291)             (10,995)
                                                                                       ------------         ------------
  Net increase in net assets resulting from operations ...........................       26,186,228           25,213,331
                                                                                       ------------         ------------
Distributions to shareholders:
Dividends to shareholders from net investment income:
  Bedford shares .................................................................       (9,057,728)          (8,829,111)
  Bradford shares ................................................................       (2,084,419)          (2,208,959)
  Janney Montgomery Scott shares .................................................      (15,045,372)         (14,186,256)
Dividends to shareholders from net realized short-term gains:
  Bedford shares .................................................................               --              (12,697)
  Bradford shares ................................................................               --               (3,154)
  Janney Montgomery Scott shares .................................................               --              (18,204)
                                                                                       ------------         ------------
      Total dividends to shareholders ............................................      (26,187,519)         (25,258,381)
                                                                                       ------------         ------------
Net capital share transactions ...................................................       57,686,497           44,099,699
                                                                                       ------------         ------------
Total increase in net assets .....................................................       57,685,206           44,054,649
Net Assets:
  Beginning of year ..............................................................      556,547,005          512,492,356
                                                                                       ------------         ------------
  End of year ....................................................................     $614,232,211         $556,547,005
                                                                                       ============         ============
</TABLE>

                 See Accompanying Notes to Financial Statements.

                                        6
<PAGE>

               BRADFORD GOVERNMENT OBLIGATIONS MONEY MARKET SHARES
                               THE RBB FUND, INC.
                  GOVERNMENT OBLIGATIONS MONEY MARKET PORTFOLIO
                            FINANCIAL HIGHLIGHTS (b)
                 (FOR A SHARE OUTSTANDING THROUGHOUT EACH YEAR)

<TABLE>
<CAPTION>

                                                     FOR THE          FOR THE          FOR THE          FOR THE          FOR THE
                                                   YEAR ENDED        YEAR ENDED       YEAR ENDED       YEAR ENDED       YEAR ENDED
                                                AUGUST 31, 1997   AUGUST 31, 1996  AUGUST 31, 1995  AUGUST 31, 1994  AUGUST 31, 1993
                                                ---------------   ---------------  ---------------  ---------------  ---------------
<S>                                                <C>               <C>              <C>              <C>             <C>        
   Net asset value, beginning of year ..........   $    1.00         $    1.00        $    1.00        $    1.00       $    1.00  
                                                   ---------         ---------        ---------        ---------       ---------  
   Income from investment operations:                                                                                
     Net investment income .....................      0.0449            0.0458           0.0475           0.0270          0.0231
                                                   ---------         ---------        ---------        ---------       ---------    
         Total from investment operations ......      0.0449            0.0458           0.0475           0.0270          0.0231
                                                   ---------         ---------        ---------        ---------       ---------    
   Less distributions                                                                                                
     Dividends (from net investment income) ....     (0.0449)          (0.0458)         (0.0475)         (0.0270)        (0.0231)
                                                   ---------         ---------        ---------        ---------       ---------    
         Total distributions ...................     (0.0449)          (0.0458)         (0.0475)         (0.0270)        (0.0231)
                                                   ---------         ---------        ---------        ---------       ---------    
   Net asset value, end of year ................   $    1.00         $    1.00        $    1.00        $    1.00       $    1.00
                                                   =========         =========        =========        =========       =========    
   Total Return ................................       4.59%             4.68%            4.86%            2.73%           2.33%
   Ratios /Supplemental Data                                                                                         
     Net assets, end of year (000) .............   $  51,568         $  57,190        $  46,509        $  39,732       $  50,523
     Ratios of expenses to average net assets ..     .975%(a)          .975%(a)         .975%(a)         .975%(a)        .975%(a)
     Ratios of net investment income to                                                                              
       average net assets ......................       4.49%             4.58%            4.75%            2.70%           2.31%
                                                                                                                   

<FN>
(a)  Without the waiver of advisory,  distribution and  administration  fees and
     without the  reimbursement  of certain  operating  expenses,  the ratios of
     expenses to average net assets for the Government  Obligations Money Market
     Portfolio  would have been  1.09%,  1.10%,  1.13%,  1.18% and 1.18% for the
     years ended August 31, 1997, 1996, 1995, 1994 and 1993, respectively.

(b) Financial  Highlights  relate solely to the Bradford  Class of shares within
    each portfolio.
</FN>
</TABLE>

                 See Accompanying Notes to Financial Statements.

                                       7
<PAGE>

               BRADFORD GOVERNMENT OBLIGATIONS MONEY MARKET SHARES
                               THE RBB FUND, INC.
                  GOVERNMENT OBLIGATIONS MONEY MARKET PORTFOLIO
                          NOTES TO FINANCIAL STATEMENTS
                                 AUGUST 31, 1997

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.

     The Fund has authorized capital of thirty billion shares of common stock of
which 13.67 billion shares are currently  classified into seventy-nine  classes.
Each class represents an interest in one of twenty investment  portfolios of the
Fund. The classes have been grouped into sixteen  separate  "families,"  nine of
which have begun  investment  operations:  the RBB Family,  the BEA Family,  the
Sansom Street Family,  the Bedford Family,  the Cash  Preservation  Family,  the
Janney  Montgomery  Scott  Money  Family,  the n/i Family,  the Boston  Partners
Family,  and the Bradford  Family.  The Bradford  Government  Obligations  Money
Market Shares represents an interest in the Government  Obligations Money Market
Portfolio, which is covered by this report.

              A) SECURITY VALUATION -- Portfolio securities are valued under the
     amortized cost method,  which approximates current market value. Under this
     method,  securities  are valued at cost when  purchased  and  thereafter  a
     constant proportionate  amortization of any discount or premium is recorded
     until  maturity  of the  security.  Regular  review and  monitoring  of the
     valuation  is  performed  in an attempt to avoid  dilution or other  unfair
     results to  shareholders.  The Portfolio  seeks to maintain net asset value
     per share at $1.00.

              B)  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.  Certain expenses,  principally  distribution,  transfer
     agency  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.

              C)  DISTRIBUTIONS TO SHAREHOLDERS -- Dividends from net investment
     income are declared daily and paid monthly.  Any net realized capital gains
     are distributed at least annually.  Income  distributions  and capital gain
     distributions  are  determined  in accordance  with income tax  regulations
     which may differ from generally accepted accounting principles.

              D) FEDERAL  INCOME TAXES -- No provision is made for Federal taxes
     as it is the Fund's intention to have the portfolio continue to 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.

              E)  REPURCHASE  AGREEMENTS  --  Money  market  instruments  may be
     purchased subject to the seller's agreement to repurchase them at an agreed
     upon date and  price.  The  seller  will be  required  on a daily  basis to
     maintain the value of the  securities  subject to the agreement at not less
     than  the  repurchase  price.  The  agreements  are  conditioned  upon  the
     collateral being deposited under the Federal Reserve  book-entry  system or
     with the Fund's custodian or a third party sub-custodian.

              F) USE OF ESTIMATES -- The preparation of financial  statements in
     conformity  with  generally   accepted   accounting   principles   requires
     management  to make  estimates  and  assumptions  that affect the  reported
     amounts of assets and liabilities  and disclosure of contingent  assets and
     liabilities  at the  date of the  financial  statements  and  the  reported
     amounts of  revenues  and  expenses  during the  reporting  period.  Actual
     results could differ from those estimates.

                                        8

<PAGE>

               BRADFORD GOVERNMENT OBLIGATIONS MONEY MARKET SHARES
                               THE RBB FUND, INC.
                  GOVERNMENT OBLIGATIONS MONEY MARKET PORTFOLIO
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                                 AUGUST 31, 1997


NOTE 2. TRANSACTIONS WITH AFFILIATES AND RELATED PARTIES

     Pursuant to Investment Advisory  Agreements,  PNC Institutional  Management
Corporation  ("PIMC"),  a wholly owned subsidiary of PNC Asset Management Group,
Inc.,  which  is in  turn  a  wholly  owned  subsidiary  of PNC  Bank,  National
Association  ("PNC  Bank"),  serves  as  investment  advisor  for the  portfolio
described  herein.  PNC  Bank  serves  as the  sub-advisor  for  the  Government
Obligations Money Market Portfolio.

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

                .45% of first $250 million of net assets;  
                .40% of next $250 million of net assets;  
                .35% of net assets in excess of $500 million

     PIMC may, at its  discretion,  voluntarily  waive all or any portion of its
advisory fee for this portfolio. For each class of shares within this portfolio,
the net advisory fee charged to each class is the same on a relative basis.  For
the year ended August 31,  1997,  advisory  fees and waivers for the  investment
portfolio were as follows:

               GROSS                                             NET
             ADVISORY                                         ADVISORY
                FEE                   WAIVER                     FEE
            ----------              ---------                ----------
            $2,421,186              $(647,063)               $1,774,123

     The  investment  advisor  has agreed to  reimburse  the  portfolio  for the
amount, if any, by which the total operating and management  expenses exceed the
cap. For the year ended August 31, 1997, the reimbursed expenses were $404.193.

     PNC Bank,  as  sub-advisor,  receives a fee  directly  from  PIMC,  not the
portfolio.  In addition,  PNC Bank serves as custodian for this portfolio.  PFPC
Inc. ("PFPC"),  an indirect wholly owned subsidiary of PNC Bank Corp., serves as
transfer and dividend disbursing agent for each class of the portfolio.  For the
year ended August 31, 1997, transfer agency fees for each class of shares within
the investment portfolio were as follows:

                                                         TRANSFER AGENCY
                                                               FEE
                                                         ---------------
           Bedford Class                                    $ 63,943
           Bradford Class                                      1,475
           Janney Montgomery Scott Class                     469,724
                                                            --------
              Total                                         $535,142
                                                            ========

     The  Fund,  on  behalf  of each  class  of  shares  within  the  investment
portfolio,  has  adopted  Distribution  Plans  pursuant  to Rule 12b-1 under the
Investment  Company Act of 1940, as amended,  and has entered into  Distribution
Agreements with Counsellors Securities Inc.  ("Counsellors"),  which provide for
each class to make monthly payments, based on average net assets, to Counsellors
of up to .65% on an annualized  basis for the Bedford,  Janney  Montgomery Scott
and Bradford Classes and up to .20% on an annualized basis for the Sansom Street
Class.

                                        9

<PAGE>

               BRADFORD GOVERNMENT OBLIGATIONS MONEY MARKET SHARES
                               THE RBB FUND, INC.
                  GOVERNMENT OBLIGATIONS MONEY MARKET PORTFOLIO
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                                 AUGUST 31, 1997


NOTE 2. TRANSACTIONS WITH AFFILIATES AND RELATED PARTIES (CONTINUED)

     For the year ended August 31, 1997,  distribution  fees for each class were
as follows:
                                                           DISTRIBUTION
                                                                FEE
                                                           ------------
               Bedford Class                                $1,136,708
               Bradford Class                                  278,374
               Janney Montgomery Scott Class                 2,020,104
                                                            ----------
                  Total                                     $3,435,186
                                                            ==========

     The Fund has entered into service agreements with banks affiliated with PNC
Bank who render support  services to customers who are the beneficial  owners of
the Sansom Street Class in consideration of the payment of .10% of the daily net
asset value of such shares.  No such payments were  necessary for the year ended
August 31, 1997.

     Expenses  include  legal  fees paid to the  company,  a partner of which is
secretary of the company.

     Expenses include  Administrative  and 12B-1 fees paid to Counsellors,  Inc.
whose secretary is also a director of the company.

NOTE 3. CAPITAL SHARES

     Transactions in capital shares (at $1 per capital share) for each year were
as follows:
<TABLE>
<CAPTION>

                                                                 FOR THE                    FOR THE
                                                               YEAR ENDED                 YEAR ENDED
                                                             AUGUST 31, 1997            AUGUST 31, 1996
                                                             ---------------            ---------------
                                                                  VALUE                     VALUE
                                                             ---------------            ---------------
    
     <S>                                                    <C>                        <C>            
     Shares sold:
       Bedford Class                                        $   606,875,958            $   663,889,198
       Bradford Class                                           171,813,924                180,761,217
       Janney Montgomery Scott Class                          1,232,450,606              1,160,250,876
     Shares issued in reinvestment of dividends:
       Bedford Class                                              8,971,804                  8,793,104
       Bradford Class                                             2,002,758                  2,158,629
       Janney Montgomery Scott Class                             14,958,191                 14,080,097
     Shares repurchased:
       Bedford Class                                           (598,765,148)              (643,470,937)
       Bradford Class                                          (179,400,377)              (172,234,746)
       Janney Montgomery Scott Class                         (1,201,221,219)            (1,170,127,739)
                                                             --------------             --------------
     Net increase                                            $   57,686,497             $   44,099,699
                                                             ==============             ==============
     Bradford Shares authorized                                 500,000,000                500,000,000
                                                             ==============             ==============
</TABLE>
                See Accompanying Notes to Financial Statements.

                                       10

<PAGE>

               BRADFORD GOVERNMENT OBLIGATIONS MONEY MARKET SHARES
                               THE RBB FUND, INC.
                  GOVERNMENT OBLIGATIONS MONEY MARKET PORTFOLIO
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                                 AUGUST 31, 1997


NOTE 4. NET ASSETS

     At August 31, 1997, net assets consisted of the following:

              Capital paid-in:
                 Bedford Class                           $209,685,630
                 Bradford Class                            51,608,040
                 Janney Montgomery Scott Class            352,951,307
                 Other Classes                                    800
              Accumulated net realized loss on investments:
                 Bedford Class                                 (4,689)
                 Bradford Class                                (1,369)
                 Janney Montgomery Scott Class                 (7,508)
                                                         ------------
                                                         $614,232,211
                                                         ============

NOTE 5. CAPITAL LOSS CARRYOVERS

     At August 31, 1997, capital loss carryovers were available to offset future
realized gains as follows:  $13,566 in the Government  Obligations  Money Market
Portfolio of which $12,275 expires in 2004, and $1,291 expires in 2005.

                                       11

<PAGE>
               BRADFORD GOVERNMENT OBLIGATIONS MONEY MARKET SHARES
                               THE RBB FUND, INC.
                  GOVERNMENT OBLIGATIONS MONEY MARKET PORTFOLIO
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                                 AUGUST 31, 1997


NOTE 6. OTHER FINANCIAL HIGHLIGHTS

     The Fund  currently  offers  two  other  class of  shares  representing  an
interest in the  Government  Obligations  Money  Market  Portfolio:  Bedford and
Janney Montgomery Scott. Each class is marketed to different types of investors.
The financial highlights are as follows:

THE BEDFORD FAMILY
<TABLE>
<CAPTION>
                                                         GOVERNMENT OBLIGATIONS MONEY MARKET PORTFOLIO     
                                                       --------------------------------------------------
                                                           FOR THE          FOR THE           FOR THE     
                                                         YEAR ENDED        YEAR ENDED       YEAR ENDED    
                                                       AUGUST 31, 1997  AUGUST 31, 1996   AUGUST 31, 1995      
                                                       ---------------  ---------------   --------------- 
<S>                                                        <C>              <C>              <C>          
Net asset value, beginning of year ...................     $   1.00         $   1.00         $   1.00     
                                                           --------         --------         --------     
Income from investment operations:                                                                        
  Net investment income ..............................       0.0449           0.0458           0.0475     
                                                           --------         --------         --------     
  Total from investment operations ...................       0.0449           0.0458           0.0475     
                                                           --------         --------         --------     
Less distributions                                                                                        
  Dividends (from net investment income) .............      (0.0449)         (0.0458)         (0.0475)    
                                                           --------         --------         --------     
     Total distributions .............................      (0.0449)         (0.0458)         (0.0475)    
                                                           --------         --------         --------     
Net asset value, end of year .........................     $   1.00         $   1.00         $   1.00     
                                                           ========         ========         ========     
Total Return .........................................        4.59%            4.68%            4.86%     
Ratios /Supplemental Data                                                                                 
  Net assets, end of year (000) ......................     $209,715         $192,599         $163,398     
  Ratios of expenses to average net assets ...........      .975%(a)         .975%(a)         .975%(a)    
  Ratios of net investment income to average net assets       4.49%            4.58%            4.75%     
                                                                                                                
</TABLE>

<TABLE>
<CAPTION>
                                                                  
                                                         ---------------------------------
                                                             FOR THE           FOR THE
                                                           YEAR ENDED         YEAR ENDED
                                                         AUGUST 31, 1994   AUGUST 31, 1993               
                                                         ---------------   ---------------
<S>                                                          <C>              <C>         
Net asset value, beginning of year ....................      $   1.00         $   1.00    
                                                             --------         --------    
Income from investment operations:                                          
  Net investment income ...............................        0.0270           0.0231
                                                             --------         --------      
  Total from investment operations ....................        0.0270           0.0231
                                                             --------         --------     
Less distributions                                                          
  Dividends (from net investment income) ..............       (0.0270)         (0.0231)
                                                             --------         --------      
     Total distributions ..............................       (0.0270)         (0.0231)
                                                             --------         --------      
Net asset value, end of year ..........................      $   1.00         $   1.00
                                                             ========         ========      
Total Return ..........................................         2.73%            2.33%
Ratios /Supplemental Data                                                   
  Net assets, end of year (000) .......................      $166,418         $213,741
  Ratios of expenses to average net assets ............       .975%(a)         .975%(a)
  Ratios of net investment income to average net assets         2.70%            2.31%

<FN>
(a)  Without the waiver of advisory,  distribution and  administration  fees and
     without the  reimbursement  of certain  operating  expenses,  the ratios of
     expenses to average net assets for the Government  Obligations Money Market
     Portfolio  would have been  1.09%,  1.10%,  1.13%,  1.17% and 1.18% for the
     years ended August 31, 1997, 1996, 1995, 1994 and 1993, respectively.
</FN>
</TABLE>

                                       12
<PAGE>
         
               BRADFORD GOVERNMENT OBLIGATIONS MONEY MARKET SHARES
                               THE RBB FUND, INC.
                  GOVERNMENT OBLIGATIONS MONEY MARKET PORTFOLIO
                    NOTES TO FINANCIAL STATEMENTS (CONCLUDED)
                                 AUGUST 31, 1997


NOTE 6. OTHER FINANCIAL HIGHLIGHTS (CONTINUED)

THE JANNEY MONTGOMERY SCOTT FAMILY
<TABLE>
<CAPTION>
                                                                             GOVERNMENT OBLIGATIONS
                                                                             MONEY MARKET PORTFOLIO
                                                            ----------------------------------------------------
                                                                                                FOR THE PERIOD
                                                                FOR THE          FOR THE        JUNE 12, 1995
                                                                 YEAR              YEAR          (COMMENCEMENT
                                                                 ENDED             ENDED       OF OPERATIONS) TO
                                                            AUGUST 31, 1997   AUGUST 31, 1996   AUGUST 31, 1995
                                                            ---------------   ---------------  -----------------
<S>                                                             <C>             <C>               <C>     
     Net asset value, beginning of year ..................      $   1.00        $   1.00          $   1.00
                                                                --------          ------            ------
     Income from investment operations:                                                      
       Net investment income .............................        0.0447          0.0456            0.0109
                                                                --------          ------            ------
         Total from investment operations ................        0.0447          0.0456            0.0109
                                                                --------          ------            ------
     Less distributions                                                                      
       Dividends (from net investment income) ............       (0.0447)        (0.0456)          (0.0109)
                                                                --------          ------            ------
         Total distributions .............................       (0.0447)        (0.0456)          (0.0109)
                                                                --------          ------            ------
     Net asset value, end of year ........................      $   1.00        $   1.00          $   1.00
                                                                ========        ========          ========
     Total Return ........................................         4.56%           4.66%           5.03%(b)
     Ratios /Supplemental Data                                                               
       Net assets, end of year (000) .....................      $352,950        $306,757          $302,585
       Ratios of expenses to average net assets ..........       1.00%(a)        1.00%(a)       1.00%(a)(b)
       Ratios of net investment income to average net assets       4.47%           4.56%           4.91%(b)
                                                                                                 

<FN>
(a) Without the waiver of advisory,  administration  and transfer agent fees and
    without  the  reimbursement  of certain  operating  expenses,  the ratios of
    expenses to average net assets for the Government  Obligations  Money Market
    Portfolio would have been 1.23%,  1.25% and 1.28% for the years ended August
    31, 1997, 1996 and 1995, respectively.

(b) Annualized.
</FN>
</TABLE>

NOTE 7. SUBSEQUENT EVENT:

     On October 1, 1997,  the  Government  Obligations  Money  Market  Portfolio
Bradford Class of 168,177,203 shares were liquidated.

                                       13
<PAGE>

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<PAGE>


</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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