THE RBB FUND, INC.
                         SCHNEIDER SMALL CAP VALUE FUND
                       Supplement dated November 24, 1998
                                       to
                         PROSPECTUS DATED APRIL 8, 1998
                         (AS REVISED SEPTEMBER 1, 1998)



         The Fund's minimum initial investment is changed to $100,000.  It was 
                                                             =========
formerly $250,000, as set forth on page 7 and in the Account Application.


         The Fund's investment policies are revised so that more than 5% of the
value of its net assets may be invested in repurchase agreements. Accordingly,
the following paragraph is added as the next-to-last paragraph on page 3:

                  "The Fund may agree to purchase securities from financial
         institutions subject to the seller's agreement to repurchase them at an
         agreed-upon time and price ("repurchase agreements"). The securities
         held subject to a repurchase agreement may have stated maturities
         exceeding 13 months, provided the repurchase agreement itself matures
         in less than 13 months. The financial institutions with whom the Fund
         may enter into repurchase agreements will be banks which the Advisor
         considers creditworthy pursuant to criteria approved by the Board of
         Directors and non-bank dealers of U.S. Government securities that are
         listed on the Federal Reserve Bank of New York's list of reporting
         dealers. The Adviser will consider the creditworthiness of a seller in
         determining whether to cause the Fund to enter into a repurchase
         agreement. The seller under a repurchase agreement will be required to
         maintain the value of collateral at not less than the repurchase price
         plus accrued interest. The Adviser will monitor daily the value of the
         collateral, and will, if necessary, require the seller to increase the
         collateral so that its value is not less than the repurchase price.
         Default by or bankruptcy of the seller would, however, expose the Fund
         to the risk of loss because of possible market declines in the value of
         the collateral or delays in connection with its disposition."

         The reference to repurchase agreements is deleted from the last
paragraph on page 3, referring to investments limited to 5% of the Fund's net
assets.







                                   Law Offices
                           DRINKER BIDDLE & REATH LLP
                              1345 Chestnut Street
                           Philadelphia, PA 19107-3496

                                November 24, 1998


VIA EDGAR TRANSMISSION
- ----------------------

Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549

                  Re:      The RBB Fund, Inc. (the "Registrant")
                           REGISTRATION NOS. 33-20827/811-5518
                           -------------------------------------

Ladies and Gentlemen:

                  On behalf of the Registrant and pursuant to Rule 497(e) of the
Securities Act of 1933, as amended, enclosed for filing please find a supplement
dated November 24, 1998 to the Prospectus for the Schneider Small Cap Value
Fund, dated April 8, 1998 (as revised September 1, 1998).

                  If you have any questions about the enclosed, please call me
at (215) 988-2918.


                                                    Very truly yours,

                                                    /S/ KATHRYN R. WILLIAMS
                                                    -----------------------
                                                    Kathryn R. Williams

KRW/dw

Enclosure