EMERGING MARKETS PORTFOLIO/
N-30D, 1998-07-09
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                           EMERGING MARKETS PORTFOLIO

                            PORTFOLIO OF INVESTMENTS
                                 April 30, 1998
                                  (unaudited)
                          (expressed in U.S. dollars)


  Shares                                                               Value
- ----------                                                          -----------
             COMMON STOCKS & WARRANTS (99.1%)

             ARGENTINA (10.5%)
             ENERGY
     6,860   YPF Sociedad Anonima.................................  $   239,037
                                                                    -----------

             FINANCE
    26,055   Banco De Galicia SA..................................      160,261
    11,900   Banco Frances SA.....................................      115,447
                                                                    -----------
                                                                        275,708
                                                                    -----------
             SERVICES
     7,800   Telecom Argentina Stet - France Telecom SA, ADR......      280,800
                                                                    -----------
             TOTAL ARGENTINA .....................................      795,545
                                                                    -----------

             BRAZIL (16.0%)
             CONSUMER GOODS
    11,500   Compania Cervejaria Brahma, ADR......................      151,656
                                                                    -----------
             ENERGY
     9,000   Centrais Eletricas Brasileiras, ADR* (Electrobas)....      202,181
     5,250   Companhia Energetica de Minas Gerais ADR.............      252,400
 1,125,000   Pertroleo  Brasileiro SA (Petrobras).................      285,271
                                                                    -----------
                                                                        739,852
                                                                    -----------
             SERVICES
     2,600   Telecomunicacoes Brasileiras SA, ADR (Telebras)......      316,713
                                                                    -----------
             TOTAL BRAZIL ........................................    1,208,221
                                                                    -----------
             GHANA (1.7%)
             BANKS
    15,000   Standard Chartered Bank Ghana Ltd.*..................      131,755
                                                                    -----------
             TOTAL GHANA .........................................      131,755
                                                                    -----------

             GREECE (7.8%)
             FOOD & BEVERAGES
     8,500   Hellenic Bottling Co. SA.............................      316,327
                                                                    -----------

             TELECOMMUNICATIONS
     9,500   Hellenic Telecommunication Organization SA (OTE).....      271,954
                                                                    -----------
             TOTAL GREECE ........................................      588,281
                                                                    -----------

             INDIA (7.9%)
             CAPITAL EQUIPMENT
    10,500   Reliance Industries Ltd., GDR .......................       96,862
                                                                    -----------

             CONSUMER GOODS
    36,000   Ashok Leyland  Ltd., GDR.............................      129,600
     4,000   Ranbaxy Laboratories Ltd., GDR.......................      100,800
                                                                    -----------
                                                                        230,400
                                                                    -----------

             FINANCE
   105,450   Industrial Credit & Investment Corp..................      274,279
                                                                    -----------
             TOTAL INDIA .........................................      601,541
                                                                    -----------

             INDONESIA (2.4%)
             MULTI-INDUSTRY
   905,000   PT Astra International Inc...........................      178,172
                                                                    -----------
             TOTAL INDONESIA .....................................      178,172
                                                                    -----------

             MEXICO (13.2%)
             CAPITAL EQUIPMENT
    31,500   Fomento Economico Mexicano SA de CV..................      233,278
                                                                    -----------

             CONSUMER GOODS
    57,000   Kimberly-Clark De Mexico, SA de CV ..................      279,959
                                                                    -----------

             MULTI-INDUSTRY
    48,800   Cemex SA de CV.......................................      293,491
    30,200   Grupo Carso, SA de CV, ADR...........................      190,175
                                                                    -----------
                                                                        483,666
                                                                    -----------
             TOTAL MEXICO ........................................      996,903
                                                                    -----------

             POLAND (6.1%)
             BANKS
    24,000   Bank Handlowy W Warsza, GDR *........................      458,400
                                                                    -----------
             TOTAL POLAND ........................................      458,400
                                                                    -----------

             ROMANIA (3.5%)
             FINANCE
    51,200   Romania Investment Fund Ltd..........................      262,400
                                                                    -----------
             TOTAL ROMANIA .......................................      262,400
                                                                    -----------

<PAGE>

                           EMERGING MARKETS PORTFOLIO

                            PORTFOLIO OF INVESTMENTS
                           April 30, 1998 (continued)
                                  (unaudited)
                          (expressed in U.S. dollars)

  Shares                                                               Value
- ----------                                                          -----------
             RUSSIA (11.3%)
             ENERGY
     4,040   Lukoil Holding, ADR .................................  $   268,660
     6,000   Grazprom ADR.........................................      110,700
    13,850   Unified Energy Systems, GDR * .......................      470,900
                                                                    -----------
             TOTAL RUSSIA ........................................      850,260
                                                                    -----------

             SOUTH AFRICA (8.6%)
             CONSUMER GOODS
     6,500   South African Breweries Ltd..........................      218,124
                                                                    -----------

             FINANCE
     7,000   Liberty Life Association
              of Africa Ltd.......................................      236,842
                                                                    -----------

             MULTI-INDUSTRY
     3,300   Anglo American Corp of South Africa Ltd..............      195,232
                                                                    -----------
             TOTAL SOUTH AFRICA ..................................      650,198
                                                                    -----------

             TURKEY (10.1%)
             CONSUMER GOODS
 2,780,000   Arcelik A.S..........................................      311,422
   249,000   Ford Otomotiv Sanayi A.S.............................      179,316
                                                                    -----------
                                                                        490,738
                                                                    -----------
             FINANCE
 1,830,000   Akbank T.A.S.........................................      155,581
                                                                    -----------
             MATERIALS
 2,376,000   Turk Sise Ve Cam Fabfikalari A.S.....................      116,447
                                                                    -----------
             TOTAL TURKEY ........................................      762,766
                                                                    -----------

TOTAL INVESTMENTS (identified cost $7,656,967) (a) .....    99.1%    $7,484,442
CASH AND OTHER ASSETS IN EXCESS OF LIABILITIES .........     0.9         69,822
                                                           -----     ----------
NET ASSETS   ...........................................   100.0%    $7,554,264
                                                           =====     ==========

- ----------
* non-income producing security

(a) The  aggregate  cost for  federal  income tax  purposes is  $7,656,967,  the
    aggregate gross unrealized appreciation is $693,707, and the aggregate gross
    unrealized   depreciation   is  $866,232,   resulting   in  net   unrealized
    depreciation of $172,525.


                       See Notes to Financial Statements.
<PAGE>

                           EMERGING MARKETS PORTFOLIO

                       STATEMENT OF ASSETS AND LIABILITIES
                                 April 30, 1998
                                   (unaudited)
                           (expressed in U.S. dollars)

ASSETS:
   Investments in securities, at value (identified
     cost $7,656,967) (Note 1) ...............................      $ 7,484,442
   Cash (including $12,626 in foreign currency) ..............          173,977
   Dividends and other receivables ...........................           34,763
                                                                    -----------
        Total Assets .........................................        7,693,182
                                                                    -----------

LIABILITIES:
  Payables for:
     Investments purchased ...................................          131,138
     Investment advisory fee (Note 2) ........................            5,540
     Expense reimbursement fee (Note 2) ......................            1,938
     Administrative fee (Note 2) .............................              215
     Foreign withholding taxes ...............................               87
                                                                    -----------
        Total Liabilities ....................................          138,918
                                                                    -----------

NET ASSETS ...................................................      $ 7,554,264
                                                                    ===========

Net Assets Consist of:
  Paid-in capital ............................................      $ 7,726,666
  Net unrealized depreciation ................................         (172,402)
                                                                    -----------

Net Assets ...................................................      $ 7,554,264
                                                                    ===========


                       See Notes to Financial Statements.
<PAGE>

                           EMERGING MARKETS PORTFOLIO

                             STATEMENT OF OPERATIONS
                     For the six months ended April 30, 1998
                                   (unaudited)
                           (expressed in U.S. dollars)

INVESTMENT INCOME:
   Income:
      Dividends (net of foreign withholding tax of $1,250) .....    $    61,954
                                                                    -----------
   Expenses:
      Investment advisory fee (Note 2) .........................         36,252
      Expense reimbursement fee (Note 2) .......................         12,771
      Administrative fee (Note 2) ..............................          1,410
                                                                    -----------
          Total Expenses .......................................         50,433
                                                                    -----------

          Net Investment Income ................................         11,521
                                                                    -----------

NET REALIZED AND UNREALIZED GAIN (LOSS) (Notes 1 and 3):
   Net realized loss on investments and foreign exchange
      transactions .............................................     (1,451,188)
   Net change in unrealized depreciation on investments
      and foreign currency translations ........................      1,587,956
                                                                    -----------

        Net Realized and Unrealized Gain .......................        136,768
                                                                    -----------
   Net Increase in Net Assets Resulting from Operations ........    $   148,289
                                                                    ===========

                       See Notes to Financial Statements.
<PAGE>

                           EMERGING MARKETS PORTFOLIO

                       STATEMENT OF CHANGES IN NET ASSETS
                           (expressed in U.S. dollars)

<TABLE>
<CAPTION>
                                                                                For the period from
                                                                 For the six        June 6, 1997
                                                                months ended      (commencement of
                                                               April 30, 1998      operations) to
                                                                 (unaudited)      October 31, 1997
                                                                ------------      ----------------
<S>                                                             <C>                <C>          
INCREASE IN NET ASSETS:                                                            
  Operations:                                                                      
     Net investment gain (loss) .............................   $     11,521       $     (1,775)
     Net realized loss on investments and foreign exchange                         
        transactions ........................................     (1,451,188)          (276,277)
     Net change in unrealized appreciation (depreciation) on                       
        investments and foreign currency translations .......      1,587,956         (1,760,358)
                                                                ------------       ------------
         Net increase (decrease) in net assets resulting from                      
            operations ......................................        148,289         (2,038,410)
                                                                ------------       ------------
  Capital Transactions:                                                            
     Proceeds from contributions ............................      1,641,755         11,739,217
     Value of withdrawals ...................................     (3,929,928)            (6,659)
                                                                ------------       ------------
         Net (decrease) increase in net assets resulting from                      
            capital transactions ............................     (2,288,173)        11,732,558
                                                                ------------       ------------
           Total (decrease) increase in net assets ..........     (2,139,884)         9,694,148
                                                                                   
NET ASSETS:                                                                        
     Beginning of period ....................................      9,694,148                  0
                                                                ------------       ------------
     End of period  (including undistributed net investment                        
        income of $11,521 and $0, respectively) .............   $  7,554,264       $  9,694,148
                                                                ============       ============
</TABLE>
                                                                                
                       See Notes to Financial Statements.
<PAGE>

                           EMERGING MARKETS PORTFOLIO

                              FINANCIAL HIGHLIGHTS
           Selected per share data and ratios for a share outstanding
                              throughout the period
                           (expressed in U.S. dollars)

<TABLE>
<CAPTION>
                                                                                         For the period from
                                                                         For the six         June 6, 1997
                                                                        months ended       (commencement of
                                                                       April 30, 1998       operations) to
                                                                         (unaudited)       October 31, 1997
                                                                        ------------       ----------------
<S>                                                                         <C>                 <C>   
Ratio/Supplemental Data:
   Net assets, end of period (000's omitted).........................       $7,554              $9,694
   Expenses as a percentage of average net assets....................         1.25%*              1.25%*
   Ratio of net investment income (loss) to average net assets.......         0.29%*            (0.05)%*
   Portfolio turnover rate...........................................           42%                 60%
   Average commission rate paid per share............................      $0.0188             $0.0036
</TABLE>

- ----------
*  Annualized
                                                                                
                       See Notes to Financial Statements.
<PAGE>

                           EMERGING MARKETS PORTFOLIO

                          NOTES TO FINANCIAL STATEMENTS
                                   (unaudited)
                           (expressed in U.S. dollars)

      1.  Organization  and Significant  Accounting  Policies.  Emerging Markets
Portfolio (the  "Portfolio") is registered  under the Investment  Company Act of
1940,  as  amended,  as an  open-end  management  investment  company  which was
organized as a trust under the laws of the State of New York on August 15, 1994.
The Portfolio  commenced  operations on June 6, 1997.  The  Declaration of Trust
permits the Trustees to create an unlimited  number of  beneficial  interests in
the Portfolio.

      The  Portfolio's  financial  statements  are prepared in  accordance  with
accounting principles generally accepted in the United States of America,  which
require  management to make certain estimates and assumptions at the date of the
financial  statements  and are  based,  in  part,  on the  following  accounting
policies. Actual results could differ from those estimates.

            A. Valuation of Investments.  (1) The value of investments listed on
      either a domestic or foreign securities exchange is based on the last sale
      price on that exchange prior to the time when assets are valued, or in the
      absence of recorded sales, at the average of readily available closing bid
      and asked prices on such exchange;  (2) unlisted  securities are valued at
      the  average of the quoted  bid and asked  prices in the  over-the-counter
      market; (3) securities or other assets for which market quotations are not
      readily  available are valued at fair value in accordance  with procedures
      established by and under the general supervision and responsibility of the
      Portfolio's  Trustees.  Such  procedures  include  the use of  independent
      pricing  services,  which  use  prices  based  upon  yields  or  prices of
      securities of comparable quality,  coupon,  maturity and type; indications
      as to the value from  dealers;  and  general  market  conditions;  (4) all
      assets and liabilities  initially  expressed in foreign currencies will be
      converted into U.S. dollars at the prevailing rates of exchange  available
      at the time of  valuation;  and (5) trading in  securities on most foreign
      exchanges and  over-the-counter  markets is normally  completed before the
      close of the New York  Stock  Exchange  and may also take place on days on
      which  the New  York  Stock  Exchange  is  closed.  If  events  materially
      affecting the value of foreign  securities occur between the time when the
      exchange on which they are traded closes and the time when the Portfolio's
      net assets are calculated, such securities will be valued at fair value in
      accordance   with   procedures   established  by  and  under  the  general
      supervision of the Portfolio's Trustees.

            B. Foreign  Currency  Translations.  The  accounting  records of the
      Portfolio are maintained in U.S.  dollars.  Foreign  currency  amounts are
      translated  into U.S.  dollars at the  current  rate of  exchange  of such
      currency  against the U.S.  dollar to determine the value of  investments,
      assets and liabilities.  Purchases and sales of securities, and income and
      expenses  are  translated  at  the  prevailing  rate  of  exchange  on the
      respective  dates of such  transactions.  Upon the  purchase  or sale of a
      security  denominated  in foreign  currency,  the Portfolio may enter into
      forward foreign currency exchange  contracts for the purchase or sale, for
      a fixed amount of U.S. dollars of the amount of foreign currency  involved
      in the  underlying  security  transaction.  The Portfolio does not isolate
      that  portion  of  realized  gain or loss on  investments  resulting  from
      changes in foreign  exchange  rates on investments  from the  fluctuations
      arising  from  changes  in  market  prices  of  such   investments.   Such
      fluctuations  are included  with the net realized and  unrealized  gain or
      loss from  investments.  Reported net realized  and  unrealized  gains and
      losses  arise  from the sales of  portfolio  securities,  sales of foreign
      currencies,  currency  gains or  losses  realized  between  the  trade and
      settlement dates on securities  transactions,  and the difference  between
      the amounts of dividends,  interest and foreign withholding taxes recorded
      on the  Portfolio's  books and the U.S.  dollar  equivalent of the amounts
      actually received or paid. Net unrealized  appreciation or depreciation on
      foreign  currency  translations  arise  from  changes  in the value of the
      assets and  liabilities,  excluding  investments in securities,  at fiscal
      year end, arising from changes in the exchange rate.

<PAGE>

                           EMERGING MARKETS PORTFOLIO

                    NOTES TO FINANCIAL STATEMENTS (Continued)
                                   (unaudited)
                           (expressed in U.S. dollars)

            C. Forward Foreign Currency  Exchange  Contracts.  The Portfolio may
      enter into forward foreign currency  exchange  contracts  ("contracts") in
      connection  with planned  purchases or sales of  securities,  to hedge the
      U.S.  dollar value of  portfolio  securities  denominated  in a particular
      currency,  or to increase or shift its  exposure to a currency  other than
      U.S. dollars.  The Portfolio has no specific  limitation on the percentage
      of  assets  which  may be  committed  to  these  types of  contracts.  The
      Portfolio could be exposed to risks if the counterparties to the contracts
      are  unable  to meet the terms of their  contracts  or if the value of the
      foreign  currency changes  unfavorably.  The U.S. dollar values of foreign
      currency underlying all contractual  commitments held by the Portfolio are
      determined using forward  currency  exchange rates supplied by a quotation
      service.

            D. Accounting for Investments.  Security  transactions are accounted
      for on the trade date. Realized gains and losses on security  transactions
      are determined on the identified  cost method.  Dividend  income and other
      distributions  from portfolio  securities are recorded on the  ex-dividend
      date.  Dividend  income is recorded net of foreign  taxes  withheld  where
      recovery of such taxes is not assured. Interest income is accrued daily.

            E.  Federal  Income  Taxes.  The  Portfolio  will  be  treated  as a
      partnership for federal income tax purposes. As such, each investor in the
      Portfolio  will be subject  to  taxation  on its share of the  Portfolio's
      ordinary  income and capital  gains.  It is intended that the  Portfolio's
      assets  will be managed in such a way that an  investor  in the  Portfolio
      will be able to comply with the  provisions  of the Internal  Revenue Code
      applicable to regulated investment  companies.  Accordingly,  no provision
      for federal income taxes is necessary.

      2. Transactions with Affiliates.

      Investment   Advisory  Fee.  The  Portfolio  has  an  investment  advisory
agreement with Brown Brothers  Harriman & Co. (the  "Adviser") for which it pays
the Adviser a fee calculated daily and paid monthly at an annual rate equivalent
to 0.90% of the Portfolio's  average daily net assets.  For the six months ended
April 30, 1998, the Portfolio incurred $ 36,252 for advisory services.

      Administrative  Fee. The Portfolio has an  administrative  agreement  with
Brown Brothers Harriman Trust Company (Cayman) Limited (the "Administrator") for
which it pays the  Administrator  a fee calculated  daily and paid monthly at an
annual rate  equivalent to 0.035% of the  Portfolio's  average daily net assets.
The Administrator  has a  subadministration  agreement with Signature  Financial
Group (Cayman) Ltd. for which Signature  Financial Group (Cayman) Ltd.  receives
such  compensation as is from time to time agreed upon. For the six months ended
April 30, 1998, the Portfolio incurred $1,410 for administrative services.

      Expense  Reimbursement Fee. Brown Brothers Harriman Trust Company (Cayman)
Limited  pays  certain  expenses of the  Portfolio  and  receives a fee from the
Portfolio,  computed and paid  monthly,  such that after such fee the  aggregate
expenses will not exceed 1.25% of the Portfolio's  average daily net assets. For
the six months ended April 30,  1998,  Brown  Brothers  Harriman  Trust  Company
(Cayman) Limited  incurred $ 13,263 in expenses on behalf of the Portfolio.  The
expense reimbursement agreement will terminate when the aggregate amount of fees
received by Brown Brothers Harriman Trust Co. (Cayman) Limited thereunder equals
the aggregate  amount of expenses paid by Brown Brother  Harriman  Trust Company
(Cayman) Limited thereunder.

      3. Investment  Transactions.  For the six months ended April 30, 1998, the
cost of purchases and the proceeds of sales of investment  securities other than
short-term  investments  were $ 3,371,109 and $ 3,132,571,  respectively.  There
were no purchases or sales of U.S. government obligations during the period.

<PAGE>

The 59 Wall Street Fund, Inc.

Investment Adviser and
  Administrator
Brown Brothers Harriman & Co.
59 Wall Street
New York, New York 10005

Distributor
59 Wall Street Distributors, Inc.
21 Milk Street
Boston, Massachusetts 02109

Shareholder Servicing Agent
Brown Brothers Harriman & Co.
59 Wall Street
New York, New York 10005
(800) 625-5759

This  report  is   submitted   for  the  general   information   of
shareholders  and is not authorized for distribution to prospective
investors   unless   preceded  or   accompanied   by  an  effective
prospectus.  Nothing  herein  contained  is  to  be  considered  an
offer of sale or a  solicitation  of an offer to buy  shares of the
Funds.  Such offering is made only by  prospectus,  which  includes
details as to offering price and other material information.



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