RICHARDSON T O TRUST
N-30D, 1999-12-17
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Sector
Rotation
Fund

Annual Report
October 31, 1999

T.O. Richardson
COMPANY

T.O. RICHARDSON SECTOR ROTATION FUND

Dear Fellow Shareholder:

  The  T.O. RICHARDSON  SECTOR ROTATION  FUND completed  its first  ten  months,
ending October 31, 1999, with a total return of 21.30% compared with the S&P 500
Stock Index return of 12.03%.  The results for our first fiscal year reflect the
period from inception of the fund on  December 31, 1998 through our fiscal  year
end October 31, 1999.

  As stated  in our prospectus,  the objective of  the Fund is  to seek  capital
appreciation with  some  protection against  down  markets.   The  fund  usually
invests in five or more industry sectors we believe have the greatest  potential
for market appreciation.  If we find that less than five industry sectors  offer
investment opportunities greater  than short term  cash returns,  the fund  will
invest portions or  all of the  fund in these  short term cash  positions.   Our
strategies have performed  well for  us during the  first ten  months when  U.S.
domestic benchmarks have been abnormally volatile.

  The number of  positive sectors declined from  May through mid-October as  did
the stocks within those  sectors.  It  took a nimble  strategy to capitalize  on
opportunities and avoid significant  losses.  The biggest  story of the year  in
the stock market has been the continued dominance of high technology.

  The Fund's top gainers for the year have been in high technology sectors  such
as internet, telecommunications,  semi-conductors and computers.  Non-technology
gains  were  experienced  when  prices  of  high  technology  leaders  retreated
temporarily and  we moved  to more  defensive positions.   Industrial  equipment
(Case Equipment) and energy services (Rowan)  are examples.  One large gain  was
made in the  NASDAQ 100 Index  when the entire  technology market index  charged
ahead of the broad market.

  Here is a list of the ten best performing stocks (or securities) for the  year
to date and their percentage contribution  to our total realized and  unrealized
gains of $3.7 million:

     COMPANY/SECURITY         SECTOR                          % OF TOTAL GAIN
     ----------------         ------                          ---------------
     E*Trade                  Brokerage                             20.2%
     NASDAQ 100               Index                                  7.8%
     Qualcomm                 Developing Communications              7.3%
     AOL                      Technology                             6.4%
     Case Equipment           Industrial Equipment                   5.8%
     Rowan Cos.               Energy Services                        5.2%
     Tri Quint                Electronics                            4.9%
     PMC-Sierra               Electronics                            3.9%
     EMC                      Computer                               3.8%
     Exodus Comm.             Technology                             3.7%

  During  the  year we  faced  some  of  the risks  that  are  outlined  in  our
prospectus.  We experienced periods of high  volatility and had a high level  of
portfolio turnover.  We are pleased with the end results but recognize that past
performance is no guarantee of future gains.

  The U.S.  and global economies remain  robust which should  bode well for  the
stock market.  We  believe U.S. investors  will remain alert  for signs of  both
good and bad markets and economic surprises, which will contribute to long  term
growth with  continued high volatility.  In such  markets we  are optimistic our
unique investment approach should achieve above average gains over the long run.

  Thank you for your confidence.

/s/ Samuel Bailey

Samuel Bailey, Jr.
President

  Date         Sector Rotation Fund     S&P 500 Stock Index
  ----         --------------------     -------------------
12/31/98*<F1>        $10,000                  $10,000
 1/31/99             $11,210                  $10,418
 2/28/99             $10,240                  $10,095
 3/31/99             $10,620                  $10,498
 4/30/99             $11,261                  $10,905
 5/31/99             $10,671                  $10,647
 6/30/99             $11,741                  $11,238
 7/31/99             $11,650                  $10,887
 8/31/99             $12,000                  $10,833
 9/30/99             $11,940                  $10,536
10/31/99             $12,130                  $11,203

*<F1> inception date

This  chart  assumes  an  initial  investment  of  $10,000,  made  on   12/31/98
(inception).   Performance reflects  fee waivers  and does  not reflect  a  non-
recurring early withdrawal fee  of 1%.  In  the absence of  fee waivers and  the
addition of the non-recurring fee, the total return would be reduced.    Returns
shown include the reinvestment  of all dividend and  other distributions.   Past
performance is  not predictive  of future  performance.   Investment return  and
principal value will fluctuate so that your shares, when redeemed, may be  worth
more or less than their original cost.  Unlike the S&P 500, the fund is  focused
on a few stocks in a  small number of sectors and  investors are exposed to  the
risk that a specific sector will fall rapidly in value.  The S&P Stock Index  is
an unmanaged  stock index  with no  fees, therefore,  there are  differences  in
performance, risk and expenses between the fund and the index.

                               RATE OF RETURN(%)
                     FOR THE PERIOD ENDED OCTOBER 31, 1999

                                              CUMULATIVE
                                            SINCE INCEPTION
                                               12/31/98
                                            ---------------
     T.O. Richardson Sector Rotation Fund       21.30%
     Standard & Poor's 500 Stock Index          12.03%

SCHEDULE OF INVESTMENTS
OCTOBER 31, 1999

    SHARES                                                          VALUE
    ------                                                          -----
            COMMON STOCKS - 15.2%

            COMPUTERS - 3.0%
     3,500  JDS Uniphase Corporation *<F2>                       $   584,063
     4,000  Sun Microsystems, Inc. *<F2>                             423,250
                                                                 -----------
                                                                   1,007,313
                                                                 -----------

            ELECTRONICS - 0.7%
     2,800  Texas Instruments Incorporated                           251,300
                                                                 -----------
            FINANCIAL - 2.8%
     1,200  American Express Company                                 184,800
     4,500  The Bank of New York Company, Inc.                       188,437
     2,100  The Chase Manhattan Corporation                          183,487
     3,600  Citigroup Inc.                                           194,850
     1,500  J.P. Morgan & Co.                                        196,313
                                                                 -----------
                                                                     947,887
                                                                 -----------
            REGIONAL BANKS - 2.7%
     2,700  Marshall & Ilsley Corporation                            181,238
     1,800  Northern Trust Corporation                               173,812
     2,400  SunTrust Banks, Inc.                                     175,650
     4,200  UnionBanCal Corporation                                  182,437
     3,900  Wells Fargo Company                                      186,712
                                                                 -----------
                                                                     899,849
                                                                 -----------
            TECHNOLOGY - 6.0%
     3,300  Infosys Technologies Limited - ADR                       498,300
     4,800  Internet Capital Group, Inc. *<F2>                       558,600
     3,400  RealNetworks, Inc. *<F2>                                 372,938
     3,300  Yahoo! Inc. *<F2>                                        590,906
                                                                 -----------
                                                                   2,020,744
                                                                 -----------
            TOTAL COMMON STOCKS
            (Cost $4,261,279)                                      5,127,093
                                                                 -----------
PRINCIPAL
  AMOUNT
- ---------
            SHORT-TERM INVESTMENTS - 89.0%

            U.S. GOVERNMENT AGENCY OBLIGATIONS - 62.6%
            Fannie Mae:
$3,780,000    5.04%, 11/02/1999                                    3,779,471
   441,000    4.86%, 11/03/1999                                      440,881
 7,375,000    5.01%, 11/16/1999                                    7,359,595
            Federal Home Loan Bank
 5,364,000    4.95%, 11/10/1999                                    5,357,360
            Federal Home Loan Mortgage Corporation:
 3,227,000    4.98%, 11/05/1999                                    3,225,214
   991,000    4.85%, 11/08/1999                                      990,065
                                                                 -----------
            TOTAL U.S. GOVERNMENT AGENCY OBLIGATIONS              21,152,586
                                                                 -----------
            VARIABLE RATE DEMAND NOTES#<F3> - 26.4%
 1,254,602  American Family Financial Services Inc., 4.9931%       1,254,602
 1,257,152  Firstar Bank, 5.1588%                                  1,257,152
 1,252,000  General Mills, Inc., 5.0138%                           1,252,000
 1,252,523  Pitney Bowes, Inc., 5.0138%                            1,252,523
 1,165,369  Sara Lee Corporation, 5.0088%                          1,165,369
 1,217,875  Warner-Lambert Co., 4.9940%                            1,217,875
   261,027  Wisconsin Corporate Central Credit Union, 5.0788%        261,027
 1,252,000  Wisconsin Electric Power Company, 4.9931%              1,252,000
                                                                 -----------
            TOTAL VARIABLE RATE DEMAND NOTES                       8,912,548
                                                                 -----------
            TOTAL SHORT TERM INVESTMENTS
            (Cost $30,065,134)                                    30,065,134
                                                                 -----------
            TOTAL INVESTMENTS - 104.2%
            (Cost $34,326,413)                                    35,192,227
            LIABILITIES, LESS OTHER ASSETS - (4.2%)               (1,411,990)
                                                                 -----------
            TOTAL NET ASSETS - 100.0%                            $33,780,237
                                                                 -----------
                                                                 -----------
 *<F2>  Non-income producing security.
 #<F3>  Variable rate  demand notes are considered  short-term obligations  and
        are payable on demand.  Interest rates change periodically on specified
        dates.  The rates listed are as of October 31, 1999.

                     See notes to the financial statements.

STATEMENT OF ASSETS AND LIABILITIES
OCTOBER 31, 1999

ASSETS:
     Investments, at value (cost $34,326,413)                    $35,192,227
     Dividends and interest receivable                                35,714
     Capital shares sold                                             472,874
     Other assets                                                     24,339
                                                                 -----------
     Total Assets                                                 35,725,154
                                                                 -----------
LIABILITIES:
     Payable for securities purchased                              1,869,158
     Payable to Advisor                                               25,763
     Accrued expenses and other liabilities                           49,996
                                                                 -----------
     Total Liabilities                                             1,944,917
                                                                 -----------
     NET ASSETS                                                  $33,780,237
                                                                 -----------
                                                                 -----------
NET ASSETS CONSIST OF:
     Capital stock                                               $30,032,840
     Accumulated undistributed net investment income                  67,216
     Accumulated undistributed net realized gain on
       investments sold                                            2,814,367
     Net unrealized appreciation on investments                      865,814
                                                                 -----------
     TOTAL NET ASSETS                                            $33,780,237
                                                                 -----------
                                                                 -----------

SHARES OUTSTANDING                                                 2,783,882
  (No par value, unlimited shares authorized)

NET ASSET VALUE, REDEMPTION PRICE
  AND OFFERING PRICE PER SHARE                                   $     12.13
                                                                 -----------
                                                                 -----------
                     See notes to the financial statements.

STATEMENT OF OPERATIONS
FOR THE PERIOD DECEMBER 31, 1998(1)<F4> TO OCTOBER 31, 1999

INVESTMENT INCOME:
     Interest income                                              $  382,352
     Dividend income                                                  53,406
                                                                  ----------
     Total investment income                                         435,758
                                                                  ----------
EXPENSES:
     Investment advisory fee                                         283,494
     Federal and state registration                                   37,220
     Administration fee                                               31,140
     Shareholder servicing and accounting costs                       48,540
     Professional fees                                                16,401
     Reports to shareholders                                          15,517
     Custody fees                                                     12,584
     Trustees' fees and expenses                                       6,190
     Other                                                            22,630
                                                                  ----------
     Total operating expenses before reimbursement                   473,716
     Less:  Reimbursement from Advisor                              (105,174)
                                                                  ----------
     Net expenses                                                    368,542
                                                                  ----------
NET INVESTMENT INCOME                                                 67,216
                                                                  ----------
REALIZED AND UNREALIZED GAIN ON INVESTMENTS:
     Net realized gain on investment transactions                  2,814,367
     Change in unrealized appreciation/depreciation
       on investments                                                865,814
                                                                  ----------
     Net realized and unrealized gain on investments               3,680,181
                                                                  ----------
NET INCREASE IN NET ASSETS
RESULTING FROM OPERATIONS                                         $3,747,397
                                                                  ----------
                                                                  ----------
(1)<F4>  Commencement of operations.

                     See notes to the financial statements.

STATEMENT OF CHANGES IN NET ASSETS

                                                            FOR THE PERIOD
                                                       DECEMBER 31, 1998(1)<F5>
                                                          TO OCTOBER 31, 1999
                                                       ------------------------
OPERATIONS:
     Net investment income                                    $    67,216
     Net realized gain on investment transactions               2,814,367
     Change in unrealized appreciation/depreciation
       on investments                                             865,814
                                                              -----------
     Net increase in net assets resulting from operations       3,747,397
                                                              -----------

CAPITAL SHARE TRANSACTIONS:
     Proceeds from shares sold                                 33,607,204
     Cost of shares redeemed                                   (3,574,364)
                                                              -----------
     Net increase in net assets resulting from
       capital share transactions                              30,032,840
                                                              -----------
TOTAL INCREASE IN NET ASSETS                                   33,780,237

NET ASSETS:
     Beginning of period                                                -
                                                              -----------
     End of period                                            $33,780,237
                                                              -----------
                                                              -----------
(1)<F5>  Commencement of operations.

                     See notes to the financial statements.

FINANCIAL HIGHLIGHTS

Selected per share data is based  on a share of beneficial interest  outstanding
throughout the period.


                                                            FOR THE PERIOD
                                                       DECEMBER 31, 1998(1)<F6>
                                                          TO OCTOBER 31, 1999
                                                       ------------------------
PER SHARE DATA:

Net asset value, beginning of period                            $10.00

Income from investment operations:
     Net investment income                                        0.02
     Net realized and unrealized gain on investments              2.11
                                                                ------

Total from investment operations                                  2.13
                                                                ------

Net asset value, end of period                                  $12.13
                                                                ------
                                                                ------

Total return(2)<F7>                                              21.30%

Supplemental data and ratios:
     Net assets, end of period                             $33,780,237
     Ratio of operating expenses to
       average net assets(3)<F8>                                  1.95%(4)<F9>
     Ratio of net investment income to
       average net assets(3)<F8>                                  0.36%(4)<F9>
     Portfolio turnover rate                                    946.15%(2)<F7>

(1)<F6>   Commencement of operations.
(2)<F7>   Not annualized.
(3)<F8>   Without expense reimbursements of $105,174 for the period December 31,
          1998 to  October 31,  1999 the  ratio of  operating expenses  and  net
          investment income  to average  net assets  would have  been 2.51%  and
          (0.20)% respectively.
(4)<F9>   Annualized.

                     See notes to the financial statements.

NOTES TO THE FINANCIAL STATEMENTS
OCTOBER 31, 1999

1. ORGANIZATION

   The T.O.  Richardson Sector Rotation Fund  (the "Fund")  is a  series of  the
T.O.  Richardson  Trust  (the  "Trust" ),  a  voluntary   business   association
organized on  June  2,  1998  in  the  Commonwealth  of  Massachusetts,  and  is
registered under the  Investment Company  Act of  1940, as  amended (the  " 1940
Act"), as  an open-end diversified management investment  company.  The Fund  is
currently the only series of the  Trust.  The principal investment objective  of
the Fund  is to  seek capital  appreciation with  some protection  against  down
markets.  The Fund commenced operations on December 31, 1998.

   Organization Costs incurred by the Trust in connection with the  organization
of the Fund, in the amount  of $86,722, were assumed by  the Advisor.  The  Fund
will not be required to reimburse the Advisor for the organization costs.

2. SIGNIFICANT ACCOUNTING POLICIES

   The  following is a summary  of significant accounting policies  consistently
followed by the  Fund in  the preparation of  its financial  statements.   These
policies are in conformity with generally accepted accounting principles.

   (a) Investment Valuation

       Common stocks  and other equity-type  securities are valued  at the  last
sales price on the securities exchange on which they are usually traded.   Under
other circumstances, securities are valued at the average of the most recent bid
and asked prices.  Fixed income  securities are valued by pricing services  that
use electronic  data processing  techniques to  determine values.   Under  other
circumstances, actual sale  or bid  prices are used.   Any  securities or  other
assets for which market quotations are not readily available are valued at  fair
value as determined in good faith by the Fund's Trustees.  The Board of Trustees
may approve the use of pricing services to assist the Fund in determining NAV.

   (b) Federal Income Taxes

       The Fund intends to comply with the requirements of the Internal  Revenue
Code necessary to  qualify as  a regulated investment  company and  to make  the
requisite  distributions  of  income  and  capital  gains  to  its  shareholders
sufficient to relieve it from all or substantially all Federal income taxes.

   (c) Distributions to Shareholders

       Dividends  from net  investment income  are declared  and paid  annually.
Distributions of net realized capital gains,  if any, will be declared and  paid
at least annually.

   (d) Security Transactions and Income

       Investment and shareholder  transactions are recorded  on the trade date.
The Fund determines the gain or loss realized  from the investment  transactions
by  comparing the  original  cost of  the security lot  sold with  the  net sale
proceeds.  Dividend  income is recognized  on the ex-dividend  date and interest
income  is  recognized  on  an  accrual  basis.  Generally  accepted  accounting
principles  require that  permanent financial  reporting and tax  differences be
reclassified to capital stock.

   (e) Use of Estimates

       The  preparation of  financial statements  in conformity  with  generally
accepted accounting principles  requires management  to make  estimates and  use
assumptions that  affect the  reported amounts  of  assets and  liabilities  and
disclosure of contingent  assets and liabilities  at the date  of the  financial
statements and the reported amounts of revenue and expenses during the reporting
period.  Actual results could differ from those estimates.

3. CAPITAL SHARE TRANSACTIONS

   Transactions  in shares of the  Fund for the period  ended October 31,  1999,
were as follows:

  Shares sold                       3,101,071
  Shares issued to holders in
    reinvestment of dividends               -
  Shares redeemed                    (317,189)
                                    ---------
                                    2,783,882
                                    ---------
                                    ---------
4. INVESTMENT TRANSACTIONS

   The  aggregate  purchases  and  sales  of  securities,  excluding  short-term
investments  for  the  Fund,  for  the  period  ended  October  31,  1999   were
$119,547,938 and $118,101,078, respectively.  There  were no purchases or  sales
of long-term U.S. government securities.  At October 31, 1999, gross  unrealized
appreciation and depreciation of investments were as follows:

  Appreciation                       $888,628
  Depreciation                        (22,814)
                                     --------
  Net appreciation on investments    $865,814
                                     --------
                                     --------

At October 31, 1999, the cost of investments for federal income tax purposes was
$34,326,414.

5. INVESTMENT ADVISORY AGREEMENT

   The Trust  has an Investment Advisory Agreement (the  "Agreement" ) with  the
Advisor, with whom certain Officers and Trustees of the Trust are affiliated, to
furnish investment  advisory services  to the  Fund.   Under  the terms  of  the
Agreement, the Trust,  on behalf of  the Fund, compensates  the Advisor for  its
management services at the annual rate of 1.50% of the Fund's average daily  net
assets.

   The  Advisor  has agreed  to  voluntarily  waive its  management  fee  and/or
reimburse the Fund's other expenses to  the extent necessary to ensure that  the
Fund's operating expenses do not exceed  1.95% of its average daily net  assets.
Any such waiver  or reimbursement is  subject to later  adjustment to allow  the
Advisor to recoup  amounts waived or  reimbursed to the  extent actual fees  and
expenses for  a period  are less  than the  expense limitation  caps,  provided,
however, that the Advisor shall  only be entitled to  recoup such amounts for  a
period of three years from the date such  amount was waived or reimbursed.   For
the period ended October 31,  1999, the Advisor waived  expenses of the Fund  in
the amount of $105,174.

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Board of Directors of T.O. Richardson Trust:

We have audited  the accompanying statement  of assets and  liabilities of  T.O.
Richardson Sector  Rotation Fund  (a Massachusetts  corporation), including  the
schedule of investments, as of October  31, 1999, and the related statements  of
operations, changes in net  assets, and the  financial highlights from  December
31, 1998 (commencement of operations) through October 31, 1999.  These financial
statements and  financial  highlights  are  the  responsibility  of  the  Fund's
management.  Our  responsibility is  to express  an opinion  on these  financial
statements and financial highlights based upon our audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain  reasonable
assurance about whether  the financial statements  and financial highlights  are
free of material misstatement.   An audit includes  examining, on a test  basis,
evidence supporting the  amounts and  disclosures in  the financial  statements.
Our procedures included  confirmation of securities  owned as  of September  30,
1999, by correspondence with  the custodian.  An  audit also includes  assessing
the accounting principles used and significant estimates made by management,  as
well as evaluating  the overall financial  statement presentation.   We  believe
that our audit provides a reasonable basis for our opinion.

In our opinion, the  financial statements and  financial highlights referred  to
above present fairly, in all material  respects, the financial position of  T.O.
Richardson Sector Rotation Fund as of October  31, 1999, and the results of  its
operations, changes in  its net  assets, and  the financial  highlights for  the
period then ended, in conformity with generally accepted accounting principles.

                              ARTHUR ANDERSEN LLP

Milwaukee, Wisconsin
November 18, 1999

T.O. Richardson Company, Inc.
Two Bridgewater Road
Farmington, CT  06032-2256
1-800-235-1022

For more information about the
T.O. Richardson Sector Rotation Fund,
call 1-800-643-7477

Shares distributed through
T.O. Richardson Securities, Inc.,
member of the NASD.



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