THE RBB FAMILY
                      PROSPECTUS SUPPLEMENT

                   WARBURG PINCUS TAX FREE FUND
                 (a series of The RBB Fund, Inc.)


     As a result of actions taken by the Board of Directors of The RBB Fund, 
Inc. ("Company") at its meeting held on February 1, 1995, the following 
changes in the operation of the Tax Free Portfolio ("Portfolio") took place 
after a shareholders' meeting held on March 31, 1995 and concluded after 
adjournments on April 25, 1995

     NAME CHANGE.  The Portfolio is now named the WARBURG PINCUS TAX FREE 
FUND.

     NEW ADVISORY CONTRACT.  At the shareholders' meeting held on March 31, 
1995, shareholders approved a new advisory agreement between Warburg, Pincus 
Counsellors, Inc. ("Warburg Pincus") and the Company relating to the 
Portfolio; under such advisory contract, the Portfolio pays an advisory fee 
to Warburg Pincus of .50% of the Portfolio's average daily net assets. 
Warburg Pincus replaced PIMC as investment adviser on April 10, 1995.

     TEMPORARY BORROWING.  At the shareholders' meeting concluded on April 
25, 1995, the shareholders approved a change to the Portfolio's temporary 
borrowing policy to permit the Portfolio to temporarily borrow for the 
purpose of meeting redemptions up to 30% of the value of the Portfolio's 
total assets, and to pledge securities in connection with such borrowing in 
an amount up to 125% of the amount borrowed.

     NO MODIFICATION OF INVESTMENT POLICY.  Warburg Pincus will continue to 
manage the Portfolio consistent with the investment objective described on 
page 10 of the Prospectus.

       ELIMINATION OF SALES CHARGES AND REDUCTION OF DISTRIBUTION FEES. 
Sales charges are no longer imposed in connection with any purchase of 
shares of the Portfolio.  Thus, the full amount of the purchase price of 
Portfolio shares will be invested at the time of purchase.  In addition, the 
Portfolio has reduced its distribution fee to an annual rate of .25% of 
average daily net assets.

     CO-ADMINISTRATIVE SERVICES CONTRACTS.  The Board of Directors approved 
a fee for co-administrative services to be paid to PFPC, Inc. ("PFPC") at an 
annual rate of .15% of the Portfolio's average daily net assets with a 
minimum annual fee of $75,000.  The Board also approved a fee for 
co-administrative services to be paid to Counsellors Funds Service, Inc., an 
affiliate of Warburg Pincus, at an annual rate of .10% of average daily net 
assets.  These contracts became effective concurrently with the 
effectiveness of the advisory agreement with Warburg Pincus.

     CHANGE IN SHAREHOLDER SERVICING AGENT, SUB-TRANSFER AGENT AND DIVIDEND 
DISBURSING AGENT.  The Board of Directors appointed State Street Bank & 
Trust Company as shareholder servicing agent, sub-transfer agent and 
dividend disbursing agent for the Portfolio, effective concurrently with 
effectiveness of the advisory agreement with Warburg Pincus.

     DIVIDEND DECLARATION POLICY.     The Portfolio now  declares dividends 
daily and pays  monthly.

     Supplement Dated May 5, 1995 To Prospectus Dated December 21, 1994.