ROCKWOOD FUND INC
N-30D, 1999-01-12
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ROCKWOOD
1998 ANNUAL REPORT

Investment Objective
The Fund seeks long term capital appreciation.

Fund Management
Rockwood Advisers, Inc. is the Fund's Investment Manager. Thomas B. Winmill, the
Fund's  portfolio  manager  commencing  May 1,  1998,  is  President  and  Chief
Executive  Officer  of  the  Fund's  Investment  Manager  and a  member  of  its
Investment Policy Committee.

Investment Strategy
The Fund seeks to achieve its objective by investing primarily in common stocks,
which  are  selected  on the  basis of their  potential  for long  term  capital
appreciation,  and generally will include small  capitalization  companies which
are expected to achieve above-average growth.

Shareholder Services

    o    Electronic Funds Transfers
    o    Automatic Investment Program
    o    Retirement Plans:
          Traditional  deductible IRA, Roth IRA, SEP-IRA,  
          SIMPLE IRA, 403(b), and Education IRA.
Minimum Investments

    o    Regular Accounts, $1,000
    o    Traditional deductible IRA, Roth IRA, SEP-IRA,
          SIMPLE IRA, and 403(b), $1,000
    o    Education IRA, $500
    o    Automatic Investment Program, $100
    o    Subsequent Investments, $100

Account Access

1-888-ROCKWOOD
1-888-762-5966

Call  toll-free  for  Fund  performance,  telephone  purchases,  and  to  obtain
information concerning your account. Or, access the Fund on the Web at

www.rockwoodfund.com


For Shareholder Service
and Information

Use our new,  free  service  giving  you  instant  24-hour  access  to your Fund
investment. Call 1-888-503-VOICE (8642).

Rockwood Service and
Information OnLine

Check out our Web page for up-to-date account information,  service, and more at
http://www.rockwoodfund.com.


<PAGE>


Prospectus and Applications

For a copy of the  Rockwood  prospectus  and  applications  for  regular and IRA
accounts,  plus an IRA transfer  form and  disclosure  statement,  by fax, or by
regular   or   e-mail,    dial   1-888-ROCKWOOD   (and   press   1)   or   visit
www.rockwoodfund.com.

Market Information/Share Price

For closing market information and the Fund's current net asset value per share,
dial 1-888-ROCKWOOD (and press 2).

Investment Strategy and Market Update

To hear the portfolio manager's report on Rockwood's current investment strategy
and views on market conditions, dial 1-888-ROCKWOOD (and press 3).

Discount Brokers

Rockwood  shares (ticker symbol ROCKX) are available  through  leading  discount
brokers,  including Charles Schwab & Co., Fidelity Brokerage,  Jack White & Co.,
and Bull & Bear Securities, Inc.



A WORD FROM THE ROCKWOOD PORTFOLIO MANAGER


                                                               November 30, 1998
Dear Fellow Shareholders:

     Concerns  about a  recession  and a pick-up of  inflation  in the U.S.  are
proving to be unfounded,  as new Government reports provide strong evidence that
despite  some  slowing,  the economy is still  growing,  and that  inflation  is
clearly under control.

     Productivity of American  nonfarm workers,  for example,  climbed at a 2.3%
seasonally  adjusted annual rate in the September quarter,  the Labor Department
reported,  up from a 0.3%  increase in the June  quarter.  This compares with an
average gain of 1.8% over the past year.  The  department  added that unit labor
costs  moved up only 1.7% for the  September  quarter  versus a 3.7% gain in the
second,  seasonally  adjusted in each case.  These  improvements  are  important
because they provide room for wage increases without raising prices.

     The Labor  Department  also  reported  that  inflation  as  measured by the
Consumer Price Index rose a slim 0.2% in October,  and a mild 1.5% over the past
12 months.  With respect to consumers,  the Commerce  Department  reports retail
sales jumped a  better-than-expected  1% in October, a solid rebound from a weak
0.3% gain in September.  In addition,  the well regarded  University of Michigan
Survey  Research  Center's  study of  consumer  sentiment  indicates  a  renewed
confidence in the economy.

     These signs of rising  efficiency,  modest  inflation and upbeat  consumers
bode  well for the  continued  growth of the  economy  as we move into the ninth
straight year of expansion. We also can see an important degree of stability and
overall  improvement  in the  Pacific  rim  and in many  of the  other  emerging
nations, with assistance from developed countries and the IMF. In addition,  the
Federal Reserve interest rate cuts have contributed importantly to stability and
subsequent improvement in world securities markets.

     As noted in the Fund's  Semi-Annual  report,  commencing  May 1, 1998,  the
beginning  of the second half of the Fund's  fiscal year, I have been the Fund's
Portfolio  Manager.  In the six month period  ending  October 31, 1998,  it is a
pleasure to report that the Fund, in a very difficult and volatile stock market,
performed  better than the  Morningstar  Small  Company  Growth  Fund  category,
negative  22.00%  versus  negative  22.93%,  and was just  slightly  behind  the
negative  21.21% result of the Russell 2000, an unmanaged,  fully invested small
company   index.   For  the  12   months,   and   reflecting   the   substantial
underperformance  in the first half,  the Fund showed a negative  31.29%  result
versus a negative 15.5% for the Morningstar category and negative 11.87% for the
Russell 2000.

     In  view  of the  favorable  economic  background,  we  believe  this is an
attractive time to add to your  investment.  In terms of seeking to achieve your
long range  financial  goals,  we  especially  favor  building your account on a
regular basis, which can be done safely,  automatically and conveniently through
the Rockwood Bank Transfer Plan,  Rockwood  Salary  Investing  Plan,  and/or the
Rockwood Government Direct Deposit Plan.

     To receive  information on any of these plans,  or the Rockwood No-Fee IRA,
please call toll-free 1-888- Rockwood  (1-888-762-5966)  and an Investor Service
Representative  will be glad to assist you, as always with no obligation on your
part.


Sincerely,

Thomas B. Winmill
Portfolio Manager
<PAGE>

ROCKWOOD FUND, INC.
Schedule of Portfolio Investments
October 31, 1998

       Shares                                                       Market Value
       COMMON STOCKS (77.0%)

                AIR-CONDITIONING & WARM AIR HEATING EQUIPMENT
                  & COMMERCIAL & INDUSTRIAL REFRIGERATION EQUIPMENT (1.5%)
       660      Engineered Support Systems, Inc.                      $  9,405


                BOLTS, NUTS, SCREWS, RIVETS & WASHERS (1.5%)
       200      Federal Screw Works                                      9,200

                CANNED, FROZEN & PRESERVED FRUIT, VEGETABLES &
                  FOOD SPECIALTIES(1.0%)
     1,060      Vacu-Dry Co.                                             6,492

                CONSTRUCTION MACHINERY & EQUIPMENT (2.4%)
     1,200      Gencor Industries, Inc.                                 15,300

                CONVERTED PAPER & PAPERBOARD PRODUCTS (1.7%)
     2,580      Disc Graphics, Inc. *                                   10,562

                ELECTRIC LIGHTING & WIRING EQUIPMENT (3.7%)
     1,025      Chase Corp.                                             13,581
       500      The Genlyte Group Inc.*                                  9,906
                                                                        23,487
                ELECTRONIC COMPONENTS & ACCESSORIES (2.3%)
       500      CTSCorp.                                                14,813

                FOOTWEAR (1.9%)
       500      K-Swiss Inc. Class A                                    12,250

                GASKETS, PACKAGING & SEALING DEVICES & RUBBER & 
                  PLASTIC HOSES (1.5%)
       500      Wynn's International, Inc.                               9,406

                GENERAL INDUSTRIAL MACHINERY &EQUIPMENT(1.2%)
       855      Farr Company                                             7,802

                MEN'S & BOYS' FURNISHINGS, WORK CLOTHING &
                  ALLIED GARMENTS (.9%)
       480      Supreme International Corp.*                             5,640

                MISCELLANEOUS CHEMICAL PRODUCTS (1.4%)
     1,760      Arrow-Magnolia International, Inc.*                      9,020

                MOTOR VEHICLE PARTS & ACCESSORIES (1.4%)
       700      Valley Forge Corp.                                       9,144

                MOTORS & GENERATORS (.9%)
       410      Axsys Technologies, Inc.*                               5,432

                OPERATIVE BUILDERS (1.9%)
     16,000     Calton, Inc.*                                           12,000

                PAPERBOARD CONTAINERS & BOXES (2.0%)
      1,350     Astronics Corp.*                                        12,825

                PLASTICS PRODUCTS (1.3%)
       770      Summa Industries Inc.*                                   8,374

                PREFABRICATED METAL BUILDINGS & COMPONENTS (1.2%)
     1,060      Miller Building Systems, Inc.                            7,420

                PRINTED CIRCUIT BOARDS (1.9%)
       500      Benchmark Electronics, Inc.*                            11,781

                PUBLIC BUILDING & RELATED FURNITURE (1.6%)
       500      Virco Manufacturing Corp.                                9,875

                RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT (1.7%)
     1,190      Comtech Telecommunications Corp.*                       10,561

                RETAIL - APPAREL & ACCESSORY STORES (1.1%)
       670      S&K Famous Brands, Inc.*                                6,867

                RETAIL - EATING PLACES (6.9%)
     1,570      Eateries, Inc.*                                          8,978
     1,900      Elmer's Restaurants, Inc.*                               7,600
     1,000      ELXSICorp.*                                             10,125
       960      Flanigan's Enterprises, Inc.*                            8,610
       510      Garden Fresh Restaurant Corp.*                           8,192
                                                                        43,505

                RETAIL - GROCERY STORES (4.9%)
       500      Schultz Sav-O Stores, Inc.                               8,000
       630      Seaway Food Town, Inc.                                  10,316
       820      Village Super Market, Inc.Class A                       12,300
                                                                        30,616

                RETAIL - MISCELLANEOUS RETAIL (2.2%)
       910      EZCORP, Inc.Class A                                      8,418
       500      Grow Biz International, Inc.*                            5,844
                                                                        14,261

                SAUSAGE, OTHER PREPARED MEAT PRODUCTS (1.1%)
     2,220      Provena Foods, Inc.                                      6,938

                SAVINGS INSTITUTIONS, NOT FEDERALLYCHARTERED (1.2%)
       380      People's Bancshares, Inc.                                7,766

                SAVINGS INSTITUTIONS, FEDERALLY CHARTERED (1.1%)
     3,890      Security Investments Group, Inc.*                        7,051

                SECURITY BROKERS, DEALERS & FLOTATION COMPANIES (2.0%)
       890      JWGenesis Financial Corp.*                               6,230
       620      Stifel Financial Corp.                                   6,239
                                                                        12,469

                SERVICES - COMPUTER RENTAL & LEASING (1.4%)
       545      Amplicon, Inc.                                           8,720

                SERVICES - ENGINEERING SERVICES (2.3%)
       460      Analysis &Technology, Inc.                               7,533
     1,390    STVGroup, Inc.*                                            6,776
                                                                        14,309
                SERVICES - EQUIPMENT RENTAL & LEASING (1.2%)
     1,570      The Cronos Group*                                        7,850

                STEEL PIPE & TUBES (1.2%)
     1,180      Webco Industries, Inc.*                                  7,375

                SUGAR & CONFECTIONERY PRODUCTS (1.6%)
     5,500      Lincoln Snacks Company*                                  9,797

                TRUCKING (1.7%)
       900      Transport Corporation of America, Inc.*                 10,856

                WATER TRANSPORTATION (2.0%)
     1,800      Commodore Holdings Ltd.*                                12,656

                WHOLESALE - COMPUTER & PERIPHERAL EQUIPMENT & 
                  SOFTWARE (3.6%)
     1,380      ATECGroup, Inc.*                                        11,256
     2,500      Capital Associates, Inc.*                               11,250
                                                                        22,506
                WHOLESALE - GROCERIES & RELATED PRODUCTS (1.1%)
     1,440      Pizza Inn, Inc.                                          6,840

                WHOLESALE - MISCELLANEOUS NONDURABLE GOODS (1.5%)
       560      Advanced Marketing Services, Inc.                        9,520

                WHOLESALE - MOTOR VEHICLE SUPPLIES & NEW PARTS (1.5%)
       500      Keystone Automotive Industries, Inc.*                    9,344

                WHOLESALE - PROFESSIONAL & COMMERICAL 
                  EQUIPMENT &SUPPLIES (1.2%)
       440      Miami Computer Supply Corp.*                             7,796

                WOOD HOUSEHOLD FURNITURE (1.3%)
       440      Stanley Furniture Company, Inc.*                         8,250

                Total Common Stocks (cost: $) (77.0%)                  486,082


Par Value
                SHORT TERM INVESTMENTS (23.0%)
   $145,281     State Street Bank and Trust Repurchase Agreement,
                 October 30, 1998, due November 2, 1998 (collateralized
                 by $145,000 U.S. Treasury Note 6.375%,
                 4/30/99 proceeds $150,956)                            145,281

                TOTAL INVESTMENTS (COST: $) (100%)                    $631,363

                * Indicates non-income producing security.

                         See accompanying notes to financial statements.
<PAGE>

ROCKWOOD FUND, INC.
Statement of Assets and Liabilities
October 31, 1998


ASSETS:
      Investments at market value (cost: $732,794)(note 1)              $631,363
      Receivables:
         Dividends and interest                                              330
      Other assets                                                           125
             TOTAL ASSETS                                                631,818

LIABILITIES:
      Due to Advisor                                                       5,201
      Accrued expenses                                                    13,723

             TOTAL LIABILITIES                                            18,924

NET ASSETS:
      (applicable to 39,116 outstanding shares: 1,000,000,000
      shares of $.01 par value authorized)                              $612,894


NET ASSET VALUE, OFFERING AND REDEMPTION PRICE PER SHARE
($612,894 / 39,116)                                                       $15.67


At October 31, 1998, net assets consisted of:
      Paid-in capital                                                  $648,358
      Accumulated net realized gain on investments                       65,967
      Net unrealized depreciation on investments                       (101,431)
                                                                       $612,894

                         See accompanying notes to financial statements.


ROCKWOOD FUND, INC.
Statement of Operations
Year Ended October 31, 1998


INVESTMENT INCOME:
      Dividends                                                        $  4,035
      Interest                                                            2,327
         Total investment income                                          6,362

EXPENSES:
      Transfer agent                                                     26,799
      Registration (note 3)                                              19,212
      Professional (note 3)                                              12,178
      Printing                                                           11,718
      Shareholder administration (note 3)                                10,949
      Investment management (note 3)                                     10,762
      Custodian                                                           3,257
      Distribution (note 3)                                               2,691
      Directors                                                             914
      Other                                                               1,144
         Total expenses                                                  99,624
         Expenses reimbursed (note 3)                                   (77,131)
         Fee reductions (note 4)                                         (1,313)
         Net expenses                                                    21,180
         Net investment loss                                            (14,818)


REALIZED AND UNREALIZED GAIN(LOSS) ON INVESTMENTS:
      Net realized gain from security transactions                      66,114
      Unrealized depreciation of investments during the period         (473,290)
      Net realized and unrealized loss on investments                  (407,176)
      Net decrease in net assets resulting from operations            $(421,994)


                         See accompanying notes to financial statements.
<PAGE>

ROCKWOOD FUND, INC.
Statements of Changes in Net Assets
For the years ended October 31,

<TABLE>
<CAPTION>

                                                                         1998          1997
<S>                                                                  <C>           <C>       
OPERATIONS:
      Net investment loss                                           $  (14,818)   $  (36,833)
      Net realized gain from security transactions                      66,114       153,338
      Unrealized appreciation (depreciation) of
         investments during the period                                (473,290)      225,439
      Net increase (decrease) in net assets 
         resulting from operations                                    (421,994)      341,944
DISTRIBUTIONS TO SHAREHOLDERS:
      Distributions from capital gains ($1.80 and      
         $4.90 per share, respectively)                               (116,177)     (246,186)
CAPITAL SHARE TRANSACTIONS:
      Increase (decrease) in net assets resulting
         from capital share transactions (a)                          (619,870)      475,587
      Total change in net assets                                    (1,158,041)      571,345
NET ASSETS:
      Beginning of year                                              1,770,935     1,199,590
      End of year                                                     $612,894    $1,770,935
</TABLE>

<TABLE>
<CAPTION>
(a)  Transactions in capital shares were as follows:
                                                       1998                     1997
                                                Shares     Value          Shares    Value
<S>                                              <C>      <C>             <C>      <C>     
Shares sold                                      7,020    $142,169        24,462   $567,430
Shares issued in reinvestment of distributions   5,973     116,053        12,073    245,800
Shares redeemed                                (44,937)   (878,092)      (14,965)  (337,643)
Net increase (decrease)                        (31,944)  $(619,870)       21,570   $475,587

                         See accompanying notes to financial statements.
</TABLE>
<PAGE>

NOTES TO FINANCIAL STATEMENTS

(1)      The Fund is a  Maryland  corporation  registered  under the  Investment
Company Act of 1940, as amended  ("1940 Act"),  as a  non-diversified,  open-end
management  investment company.  The investment objective of the Fund is capital
appreciation. The Fund seeks capital appreciation by investing, depending on the
assessment  of economic and market  factors,  in equity  securities,  securities
convertible into common stocks, and preferred stocks. The following is a summary
of  significant  accounting  policies  consistently  followed by the Fund in the
preparation  of its financial  statements.  With respect to security  valuation,
securities traded on a national securities exchange and securities traded on the
Nasdaq  National  Market System  ("NMS") are valued at the last  reported  sales
price on the day the valuations are made. Such securities that are not traded on
a particular day and securities traded in the  over-the-counter  market that are
not on NMS are valued at the mean  between  the  current  bid and asked  prices.
Securities for which  quotations are not readily  available and other assets are
valued at fair value as  determined  in good faith by or under the  direction of
the  Board of  Directors.  Securities  denominated  in  foreign  currencies  are
translated  into  U.S.   dollars  at  prevailing   exchange  rates.   Investment
transactions  are accounted for on the trade date (date the order to buy or sell
is executed).  Dividend income and distributions to shareholders are recorded on
the  ex-dividend  date and interest  income is recorded on the accrual basis. In
preparing financial  statements in conformity with generally accepted accounting
principles,  management makes estimates and assumptions that affect the reported
amounts of assets and  liabilities at the date of the financial  statements,  as
well as the  reported  amounts of revenues  and  expenses  during the  reporting
period. Actual results could differ from those estimates.

(2)      The Fund  intends  to  comply  with the  requirements  of the  Internal
Revenue Code  applicable  to regulated  investment  companies  and to distribute
substantially  all its taxable  investment income and net capital gains, if any,
after  utilization of any capital loss  carryforward,  to its  shareholders  and
therefore no Federal  income tax provision is required.  Based on Federal income
tax  cost of  $732,794,  gross  unrealized  appreciation  and  gross  unrealized
depreciation were $9,437 and $110,868 , respectively at October 31, 1998.

(3)      The Fund retains Rockwood Advisers,  Inc. (the "Investment Manager") as
its  Investment  Manager.  Under  the  Investment  Management  Agreement,  dated
February 28, 1997, the Investment  Manager  receives a management  fee,  payable
monthly, based on the average daily net assets of the Fund at the annual rate of
1% on the first $200 million,  .95% from $200 million to $400 million, .90% from
$400 million to $600 million,  .85% from $600 million to $800 million, .80% from
$800 million to $1 billion and .75% over $1 billion.  The Investment Manager has
agreed to waive all or part of its fee or  reimburse  the Fund monthly if and to
the  extent  the  aggregate  operating  expenses  of the  Fund  exceed  the most
restrictive limit imposed by any state in which shares of the Fund are qualified
for  sale,  although  currently  the Fund is not  subject  to any  such  limits.
Voluntary  reimbursement  for the year  ended  October  31,  1998  was  $77,131.
Pursuant to the Investment Management Agreement, the Investment Manager retained
Aspen  Securities  and Advisory,  Inc. (the  "Subadviser")  regarding  portfolio
investments.  Pursuant to the Subadvisory  agreement,  which terminated March 1,
1998, the Subadviser advised and consulted with the Investment Manager regarding
the selection,  clearing and safekeeping of the Fund's portfolio investments and
assisted in pricing and generally  monitoring such  investments.  The Subadviser
also provided the  Investment  Manager with advice as to  allocating  the Fund's
portfolio  assets  among  equities  and other  types of  investments,  including
recommendations of specific  investments.  The Investment Manager, not the Fund,
paid the Subadviser  monthly a percentage of the  Investment  Manager's net fees
based upon the Fund's performance and net assets. Certain officers and directors
of the Fund are officers and  directors of the  Investment  Manager and Investor
Service  Center,  Inc., the Fund's  Distributor.  For the year ended October 31,
1998, the Fund paid $1,885 to Bull & Bear Securities,  Inc., an affiliate of the
Investment  Manager as commissions for brokerage  services.  The Fund reimbursed
the Investment Manager $465 for providing certain  administrative and accounting
services  at cost for the year ended  October 31,  1998.  The Fund has adopted a
plan of  distribution  pursuant to Rule 12b-1  under the 1940 Act (the  "Plan").
Pursuant to the Plan,  the Fund pays the  Distributor a  distribution  fee in an
amount of  one-quarter  of one percent per annum of the Fund's average daily net
assets as  compensation  for  distribution  and service  activities.  The fee is
intended to cover personal services provided to shareholders in the Fund and the
maintenance  of  shareholder  accounts  and all other  activities  and  expenses
primarily intended to result in the sale of the Fund's shares.  Investor Service
Center also received  $10,949 for shareholder  administration  services which it
provided to the Fund at cost for the year ended October 31, 1998.

(4)       Purchases  and proceeds of sales of  securities  other than short term
notes aggregated $2,291,841 and $3,177,028,  respectively.  The Fund has entered
into an arrangement  with its custodian  whereby  interest  earned on uninvested
cash  balances was used to offset a portion of the Fund's  expenses.  During the
year ended October 31, 1998,  the Fund's  custodian  fees were reduced by $1,313
under such arrangements.

(5)      The Fund has a  committed  bank line of credit.  At October  31,  1998,
there was no balance  outstanding and the interest rate was equal to the Federal
Reserve Funds Rate plus 1.00 percentage  points.  For the year ended October 31,
1998,  the  weighted  average  interest  rate was  6.28%  based  on the  balance
outstanding and the weighted average amount outstanding was $20,978.
<PAGE>

FINANCIAL HIGHLIGHTS                              
<TABLE>
<CAPTION>

                                                                     Years Ended October 31,
PER SHARE DATA*                                                1998           1997           1996           1995            1994
<S>                                                       <C>            <C>            <C>            <C>             <C>      
   Net asset value at beginning of period                 $   24.92      $   24.24      $   18.73      $   16.61       $   16.32
   Income from investment operations:
   Net investment loss                                         (.25)          (.59)          (.56)          (.31)           (.22)
   Net realized and unrealized gain (loss)
      on investments                                          (7.20)          6.17           6.07           2.43             .51
         Total from investment operations(7.45)                5.58           5.51           2.12            .29
   Less distributions:
      Distributions from net realized gain
      on investments                                          (1.80)         (4.90)          --             --              --
         Total distributions                                  (1.80)         (4.90)          --             --              --
   Net asset value at end of period                       $   15.67      $   24.92      $   24.24      $   18.73       $   16.61
   ---------------------------------------------------------------------------------------------------------------------------------
   TOTAL RETURN                                              (31.29)%        27.55%         29.42%         12.76%           1.78%
   ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
RATIOS/SUPPLEMENTAL DATA
<S>                            <C>                        <C>            <C>             <C>             <C>           <C>     
   Net assets at end of period (000's)                    $     613      $    1,771      $   1,200       $   774       $    714
   ---------------------------------------------------------------------------------------------------------------------------------
   Ratio of expenses to average net assets(a)(b)               2.09%          2.81%          2.55%          2.30%           2.00%
   ---------------------------------------------------------------------------------------------------------------------------------
   Ratio of net investment loss to average
     net assets (c)                                           (1.38)%          (2.65%)      (2.23%)        (1.77%)         (1.38%)
   ---------------------------------------------------------------------------------------------------------------------------------
   Portfolio turnover rate                                   207.02%           44.00%       42.48%         30.04%          18.26%
   ---------------------------------------------------------------------------------------------------------------------------------
   Average commission per share                           $     .0558    $     .0454 $        .0562
   ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>

*    Per share net  investment  loss and net  realized  and  unrealized  gain on
     investments   have  been  computed  using  the  average  number  of  shares
     outstanding. These computations had no effect on net asset value per share.
(a)  Ratio  prior to  reimbursement  by the manager  was 9.27%,  10.47%,  4.44%,
     3.00%,  and 2.82%.  for the years ended October 31, 1998, 1997, 1996, 1995,
     and 1994, respectively.
(b)  Ratio after  custodian fee credits was 1.97% for the year ended October 31,
     1998.  There were no custodian fee credits for prior years. 
(c)  Ratio prior to reimbursement by the manager was (8.56%), (10.31%), (4.12%),
     (2.47%),  and (2.20%) for the years ended  October 31,  1998,  1997,  1996,
     1995, and 1994, respectively.
<PAGE>

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

The Board of Directors and Shareholders of
Rockwood Fund, Inc.:

      We have audited the  accompanying  statement of assets and  liabilities of
Rockwood Fund, Inc.  (formerly "The Rockwood Growth Fund,  Inc.")  including the
schedule  of  portfolio  investments  as of October  31,  1998,  and the related
statement of operations  for the year then ended,  the  statements of changes in
net assets and the financial  highlights for each of the three years then ended.
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 on our audits. The financial
statements of Rockwood Fund, Inc. as of and for the year ended October 31, 1995,
were audited by other auditors  whose report dated December 13, 1995,  expressed
an unqualified opinion on those statements.

     We conducted  our audits 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
October 31, 1998, 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 audits provide 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
Rockwood  Fund,  Inc. as of October 31, 1998,  the results of its operations for
the year then ended, the changes in its net assets, and the financial highlights
for each of the  three  years in the  period  then  ended,  in  conformity  with
generally accepted accounting principles.

TAIT, WELLER & BAKER
Philadelphia, Pennsylvania
November 23, 1998



Growth of $10,000 Investments
November 1, 1988 through October 31, 1998

                                                                  Average Annual
Fund/Index      Final Value                      Total Return         Return

Rockwood        $17,101                              71.01%             5.51%
Russell 2000    $30,301                             203.01%            11.72%



The Russell 2000 is a small company  index that is unmanaged and fully  invested
in common  stocks.  The Fund  invests  in common  stocks  and may also own fixed
income securities and options.  The $10,000 Performance Graphs are from November
1, 1988 through  October 31, 1998 and results in each case reflect  reinvestment
of dividends and  distributions.  Past  performance  does not  guarantee  future
results.  Investment return will fluctuate, so shares when redeemed may be worth
more or less than their cost.  Dollar cost averaging does not assure a profit or
protect against loss in a declining  market and investors  should consider their
ability to make purchases when prices are low.

Average  annual  total  return for the periods  ended  10/31/98 for one year was
- -31.29%,  for the past  five  years was  +5.40%,  and for the past ten years was
+5.51%.

This report and the financial  statements contained herein are submitted for the
general  information  of  the  shareholders  of  the  Fund.  The  report  is not
authorized for distribution to prospective investors in the Fund unless preceded
or  accompanied  by an effective  Prospectus.  Investor  Service  Center,  Inc.,
Distributor.


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