THE BEDFORD SHARES OF THE MONEY MARKET PORTFOLIO

                                       OF

                               THE RBB FUND, INC.

SUPPLEMENT DATED JULY 23, 2003 TO THE PROSPECTUS DATED DECEMBER 31, 2002 FOR THE
BEDFORD SHARES OF THE MONEY MARKET  PORTFOLIO.  THIS  SUPPLEMENT  SUPERCEDES THE
SUPPLEMENT DATED JANUARY 7, 2003 TO THE PROSPECTUS DATED DECEMBER 31, 2002.

THIS SUPPLEMENT CONTAINS NEW AND ADDITIONAL INFORMATION BEYOND THAT CONTAINED IN
THE PROSPECTUS AND SHOULD BE READ IN CONJUNCTION WITH THE PROSPECTUS.

Page 9 of the prospectus is revised to read as follows:

EXPENSES AND FEES

         As a  shareholder  you pay  certain  fees  and  expenses.  Annual  fund
operating  expenses are paid out of fund assets and are  reflected in the fund's
price.

         The table below describes the fees and expenses that you may pay if you
buy and hold Bedford  Shares of the fund. The table has been restated to reflect
current expense information.

         ANNUAL FUND OPERATING EXPENSES*
         (Expenses that are deducted from fund assets)

Management Fees 1 ..............................................           0.45%

Distribution and Service (12b-1) Fees 2 ........................           0.65%

Other Expenses .................................................           0.26%
                                                                           -----

Total Annual Fund Operating Expenses 3 .........................           1.36%
                                                                           =====


*    The expense  information in the table has been restated to reflect  current
     fees. The table does not reflect  charges or credits which  investors might
     incur if they invest through a financial institution.

      ================================================================

                           IMPORTANT DEFINITIONS

      MANAGEMENT FEES:  Fees paid to the investment adviser for the
      portfolio management services.

      OTHER EXPENSES:  Include administration, transfer agency,
      custody, professional fees and registration fees.

      DISTRIBUTION AND SERVICE FEES:  Fees that are paid to the
      Distributor for shareholder account service and maintenance.

      ================================================================


1.       BIMC has  voluntarily  undertaken  that a portion of its management fee
         will not be imposed on the fund during the  current  fiscal year ending
         August 31, 2003. As a result of the fee waiver, current management fees
         of the fund are 0.06% of  average  daily  net  assets.  This  waiver is
         expected to remain in effect for the current fiscal year.  However,  it
         is voluntary  and can be modified or terminated at any time without the
         fund's consent.

2.       The   Distributor   has   voluntarily   agreed  to  temporarily   waive
         distribution  and  service  (12b-1)  fees  of the  fund  to the  extent
         necessary so that the fund's  current  yield  quotation on any day will
         not be less than 20 basis points (0.20%).

3.       As a result of the fee  waiver  set  forth in note 1, the total  annual
         fund operating expenses,  which are estimated to be incurred during the
         current fiscal year, are 0.97%. Although this fee waiver is expected to
         remain in effect for the current  fiscal year,  it is voluntary and may
         be terminated at any time at the option of BIMC. In addition, the total
         annual fund  operating  expenses  during the current fiscal year may be
         further reduced by the fee waiver set forth in note 2.



EXAMPLE:

         The example is intended  to help you compare the cost of  investing  in
the fund with the cost of investing in other mutual funds.  The example  assumes
that you invest  $10,000  in the fund for the time  periods  indicated  and then
redeem all of your shares at the end of each  period.  The example  also assumes
that your  investment  has a 5% return  each year and that the fund's  operating
expenses  remain the same.  Although  your actual  costs may be higher or lower,
based on these assumptions your cost would be:

                   1 YEAR       3 YEARS        5 YEARS       10 YEARS
                   --------------------------------------------------

BEDFORD SHARES     $138         $431           $745          $1,635


               PLEASE RETAIN THIS SUPPLEMENT FOR FUTURE REFERENCE.