UNITED STATES
                   SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C.  20549

                              FORM N-17f-2

            Certificate of Accounting of Securities and Similar
                      Investments in the Custody of
                     Management Investment Companies

                 Pursuant to Rule 17f-2 [17 CFR 270.17f-2]


1.   Investment Company Act Rule Number:

     811-5518

2.   State identification Number:

3.   Exact name of investment company as specified in registration statement:

     THE RBB FUND, INC.

4.   Address of principal executive office (number, street, city, state,
     Zip code):

     400 BELLEVUE PARKWAY
     WILMINGTON, DE  19809






           Management Statement Regarding Compliance with
       Certain Provisions of the Investment Company Act of 1940

May 24, 2002

PricewaterhouseCoopers LLP
Two Commerce Square, Suite 1700
2001 Market Street
Philadelphia, PA 19103

We, as members of management of The RBB Fund, Inc. (the "Fund")
(consisting of Money Market, Municipal Money Market, and
Government Obligations Money Market Portfolios) are responsible
for complying with the requirements of subsections (b) and (c) of
Rule 17f-2, Custody of Investments by Registered Management
Investment Companies, of the Investment Company Act of 1940.  We
are also responsible for establishing and maintaining effective
internal controls over compliance with those requirements.  We have
performed an evaluation of the Fund's compliance with the requirements
of subsection (b) and (c) of Rule 17f-2 as of April 9, 2002, and from
September 28, 2001 through April 9, 2002.

Based on this evaluation, we assert that the Fund was in
compliance with the requirements of subsections (b) and (c) of
Rule 17f-2 of the Investment Company Act of 1940 as of
April 9, 2002, and from September 28, 2001 through April 9, 2002,
with respect to securities reflected in the investment account of
the Fund.

The RBB Fund, Inc.

By: /s/Edward J. Roach
Edward J. Roach
President and Treasurer of The RBB Fund, Inc.





                   Report of Independent Accountants

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

We have examined management's assertion, included in the
accompanying Management Statement Regarding Compliance with
Certain Provisions of the Investment Company Act of 1940, about
The RBB Fund, Inc. (the "Fund's") (consisting of Money Market,
Municipal Money Market and Government Obligations Money Market
Portfolios) compliance with the requirements of subsections (b)
and (c) of Rule 17f-2 under the Investment Company Act of 1940
("the Act") as of April 9, 2002.  Management is responsible for
the Fund's compliance with those requirements.  Our
responsibility is to express an opinion on management's assertion
about the Fund's compliance based on our examination.

Our examination was conducted in accordance with attestation
standards established by the American Institute of Certified
Public Accountants and, accordingly, included examining, on a
test basis, evidence about the Fund's compliance with those
requirements and performing such other procedures as we
considered necessary in the circumstances.  Included among our
procedures were the following tests performed as of April 9,
2002, and with respect to agreement of security purchases and
sales, for the period from September 28, 2001 (the date of our
last examination), through April 9, 2002:

- - Confirmation of all securities held by institutions in book
entry form, at the Federal Reserve Bank of Cleveland, the
Depository Trust Company and Bankers Trust. For a sample of
securities on the safekeeping reports of PNC Bank, National
Association, we noted that the quantities and descriptions of
such securities listed on the safekeeping reports agreed with
the confirmations or that the discrepancies were resolved;

- - Confirmation of all securities hypothecated, pledged, placed in
escrow, or out for transfer with brokers, pledgees and/or
transfer agents, or alternative procedures;

- - Reconciliation of all such securities to the books and records
of the Fund and the Custodian, PNC Bank, National Association;

- - Confirmation of all repurchase agreements with brokers/banks
and agreement of underlying collateral with the custodian
records or alternative procedures; and

- - Agreement of six security purchases and six security sales or
maturities since our last report from the books and records of
the Fund to broker confirmations.

We believe that our examination provides a reasonable basis for
our opinion.  Our examination does not provide a legal determination
on the Fund's compliance with specified requirements.

In our opinion, management's assertion that The RBB Fund, Inc.
was in compliance with the requirements of subsections (b) and
(c) of Rule 17f-2 of the Investment Company Act of 1940 as of
April 9, 2002 with respect to securities reflected in the
investment account of the Fund is fairly stated, in all material
respects.

This report is intended solely for the information and use of the
Board of Directors, management, and the Securities and Exchange
Commission and is not intended to be and should not be used by
anyone other than these specified parties.

PricewaterhouseCoopers LLP
Philadelphia, Pennsylvania
May 24, 2002