ROCKWOOD FUND INC
N-30D, 1999-03-12
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ROCKWOOD

December 31, 1998
Report

ROCKWOOD EASY ACCESS

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.

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.

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.

Prospectus and Applications


<PAGE>



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.

                                                               February 10, 1999

Fellow Shareholders:

            As the Fund's new portfolio  manager starting February 2, 1999, I am
pleased to submit this  shareholder  report for the period  ended  December  31,
1998.  Please note that for  greater  administrative  efficiencies,  the Fund is
changing its fiscal year-end from October 31 to a December 31 calendar year-end.

Review and Outlook

            The likelihood of a recession  and/or a significant  increase in the
inflation  rate as measured by the Consumer  Price Index  becomes less with each
new report from the Government and private economic organizations.

            With respect to the economy,  the Commerce  Department  reports that
the gross domestic product - the total of all goods and services produced - grew
at a 5.6% rate in the fourth  quarter of 1998,  the  fastest  pace in two years.
They also reported that housing starts rose 3.5% in December, bringing the total
for the year to the highest level since 1987.

            In  addition,  according  to the  Conference  Board,  new home sales
surged 10.4% in 1998, which will also trigger future home furnishing  purchases.
Moreover,  the Labor Department reports a gain of 245,000 jobs in January, which
is twice the amount  forecast and leaves  unemployment at 4.3%, the lowest in 28
years.

            On the  inflation  front the news is also very good - from the Labor
Department  comes  word that  inflation  dropped  to an 0.8% rate in the  fourth
quarter of 1998, the lowest in 40 years.

            With the economy strong and inflation in check, we believe this is a
good  time to add to your  investment.  For long  term  investors  we  recommend
building your account by investing on a regular basis, which can be done safely,
automatically and conveniently through the Investor Service Center Bank Transfer
Plan, Investor Service Center Salary Investing Plan, and/or the Investor Service
Center Government Direct Deposit Plan.

            To  receive  information  on any of  these  plans,  or the  Investor
Service Center No-Fee Traditional,  Roth or Education 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,





Bassett S. Winmill


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

Shares                                                              Market Value
       COMMON STOCKS (100.0%)
       Air-Conditioning & Warm Air Heating Equipment
       & Commercial & Industrial Refrigeration Equipment (1.9%)
  660  Engineered Support Systems, Inc.                                  $ 9,818

       Bolts, Nuts, Screws, Rivets & Washers (2.0%)
  200  Federal Screw Works                                                 9,950

       Canned, Frozen & Preserved Fruit, Vegetables &
        Food Specialties (1.7%)
1,060  Vacu-Dry Co.                                                        8,745

       Construction Machinery & Equipment (2.2%)
1,200  Gencor Industries, Inc.                                            11,100

       Converted Paper & Paperboard Products (2.3%)
2,580  Disc Graphics, Inc. *                                              11,852

       Electric Lighting & Wiring Equipment (4.5%)
1,025  Chase Corp.                                                        13,453
  500  The Genlyte Group Inc.*                                             9,375
                                                                          22,828
       Electronic Components & Accessories (4.3%)
  500  CTS Corp.                                                          21,750

       Footwear (2.6%)
  500  K-Swiss Inc. Class A                                               13,437

       Gaskets, Packaging & Sealing Devices & Rubber &
       Plastic Hoses (2.2%)
  500  Wynn's International, Inc.                                         11,062

       General Industrial Machinery & Equipment (1.7%)
  855  Farr Company                                                        8,657

       Men's & Boys' Furnishings, Work Clothing &
           Allied Garments (1.1%)
  480  Supreme International Corp.*                                        5,790

       Miscellaneous Chemical Products (1.6%)
1,760  Arrow-Magnolia International, Inc.*                               $ 7,920


       Motor Vehicle Parts & Accessories (2.5%)
  700  Valley Forge Corp.                                                 12,950

       Motors & Generators (1.1%)
  410  Axsys Technologies, Inc.*                                           5,740

       Operative Builders (3.5%)
6,000  Calton, Inc.*                                                      18,000


       Paperboard Containers & Boxes (2.6%)
1,350  Astronics Corp.*                                                   12,994

       Plastics Products (1.4%)
  770  Summa Industries Inc.*                                              6,978

       Prefabricated Metal Buildings & Components (1.6%)
1,060  Miller Building Systems, Inc.                                       8,082

       Printed Circuit Boards (3.6%)
  500  Benchmark Electronics, Inc.*                                       18,312

       Public Building & Related Furniture (1.8%)
  500  Virco Manufacturing Corp.                                           9,187

       Radio & TV Broadcasting & Communications Equipment (2.0%)
1,190  Comtech Telecommunications Corp.*                                  10,412

       Retail - Apparel & Accessory Stores (1.2%)
  670  S&K Famous Brands, Inc.*                                            6,218

       Retail - Eating Places (7.6%)
1,570  Eateries, Inc.*                                                     9,224
1,000  ELXSI Corp.*                                                       12,625
  960  Flanigan's Enterprises, Inc.*                                       9,720
  510  Garden Fresh Restaurant Corp.*                                      7,331
                                                                          38,900

       Retail - Grocery Stores (6.0%)
  500  Schultz Sav-O Stores, Inc.                                       $  8,250
  630  Seaway Food Town, Inc.                                             10,395
  820  Village Super Market, Inc. Class A                                 11,634
                                                                          30,279

       Retail - Miscellaneous Retail (2.8%)
  910  EZCORP, Inc. Class A                                                7,621
  500  Grow Biz International, Inc.*                                       6,594
                                                                          14,215

       Sausage, Other Prepared Meat Products (1.3%)
2,220  Provena Foods, Inc.                                                 6,521

       Savings Institutions, Not Federally Chartered (1.5%)
  380  People's Bancshares, Inc.                                           7,743

       Savings Institutions, Federally Chartered (2.0%)
3,890  Security Investments Group, Inc.*                                   9,968

       Security Brokers, Dealers & Flotation Companies (1.0%)
  890  JWGenesis Financial Corp.*                                          5,284

       Services - Computer Rental & Leasing (1.6%)
  545  Amplicon, Inc.                                                      8,209

       Services - Engineering Services (4.0%)
  460  Analysis & Technology, Inc.                                         9,200
1,390  STV Group, Inc.*                                                   11,294
                                                                          20,494
       Services - Equipment Rental & Leasing (2.0%)
1,570  The Cronos Group*                                                  10,009

       Steel Pipe & Tubes (1.5%)
1,180  Webco Industries, Inc.*                                             7,818

       Sugar & Confectionery Products (1.7%)
5,500  Lincoln Snacks Company*                                             8,594

       Trucking (2.1%)
  900  Transport Corporation of America, Inc.*                            10,800
       Water Transportation (2.1%)
1,800  Commodore Holdings Ltd.*                                           10,575

       Wholesale - Computer & Peripheral Equipment &
           Software (4.1%)
1,380  ATEC Group, Inc.*                                                  10,911
2,500  Capital Associates, Inc.*                                           9,844
                                                                          20,755
       Wholesale - Groceries & Related Products (1.3%)
1,440  Pizza Inn, Inc.                                                     6,570

       Wholesale - Miscellaneous Nondurable Goods (2.1%)
  560  Advanced Marketing Services, Inc.                                  10,780

       Wholesale - Motor Vehicle Supplies & New Parts (2.1%)
  500  Keystone Automotive Industries, Inc.*                              10,469

       Wholesale - Professional & Commercial Equipment
        & Supplies (2.2%)
  440  Miami Computer Supply Corp.*                                       10,863

       Wood Household Furniture (1.6%)
  440  Stanley Furniture Company, Inc.*                                    8,030

       Total Investments (cost: $567,182) (100%)                        $508,658

       * Indicates non-income producing security.


See accompanying notes to financial statements

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


ASSETS:
  Investments at market value (cost: $567,182)(note 1) ...............  $508,658
  Cash ...............................................................    63,264
  Dividends and interest receivables .................................       362
  Other assets .......................................................       125
            Total assets .............................................   572,409

LIABILITIES:
  Due to Advisor .....................................................     4,584
  Accrued expenses ...................................................    19,669
            Total liabilities ........................................    24,253

NET ASSETS:
  (applicable to 37,611 outstanding shares: 1,000,000,000 shares of
  $.01 par value authorized) .........................................  $548,156

NET ASSET VALUE, OFFERING AND REDEMPTION PRICE PER SHARE
  ($548,156 / 37,611) ................................................    $14.57

At December 31, 1998, net assets consisted of:
  Paid-in capital ....................................................  $612,105
  Accumulated net realized loss on investments .......................   (5,425)
  Net unrealized depreciation on investments .........................  (58,524)
                                                                        $548,156

See accompanying notes to financial statements.

ROCKWOOD FUND, INC.
Statements of Operations
Two Months Ended December 31, 1998 and Year Ended October 31, 1998

                                                    December 31,     October 31,
                                                       1998              1998
INVESTMENT INCOME:
  Dividends ....................................... $  619           $  4,035
  Interest ........................................     644             2,327
            Total investment income ...............   1,263             6,362
EXPENSES:
  Transfer agent ..................................   7,051            26,799
  Registration (note 3) ...........................   4,126            19,212
  Professional (note 3) ...........................   3,114            12,178
  Printing ........................................     153            11,718
  Shareholder administration (note 3) .............   1,621            10,949
  Investment management (note 3) ..................     983            10,762
  Custodian .......................................     493             3,257
  Distribution (note 3) ...........................     246             2,691
  Directors .......................................     262               914
  Other ...........................................     114             1,144
            Total expenses ........................  18,163            99,624
            Expenses reimbursed (note 3) ..........(15,416)          (77,131)
            Fee reductions (note 4) ...............       _           (1,313)
            Net expenses ..........................   2,747            21,180
            Net investment loss ................... (1,484)          (14,818)

REALIZED AND UNREALIZED GAIN(LOSS) ON INVESTMENTS:
  Net realized gain(loss) from security transactions .(5,425)          66,114
  Unrealized appreciation (depreciation) of 
             investments during the period .........   42,907       (473,290)
  Net realized and unrealized 
             gain(loss) on investments .............   37,482       (407,176)
  Net increase(decrease) in net assets resulting
            from operations ........................  $35,998      $(421,994)


See accompanying notes to financial statements.

ROCKWOOD FUND, INC.
Statements of Changes in Net Assets
For the two months ended  December 31, 1998 and the years ended October 31, 1998
and 1997
<TABLE>
<CAPTION>
                                                         December 31,                October 31,               October 31,
                                                            1998                       1998                       1997
OPERATIONS:
<S>                                                     <C>                        <C>                        <C>       
  Net investment loss ................................. $ (1,484)                  $ (14,818)                 $ (36,833)

  Net realized gain(loss) from security transactions ..   (5,425)                      66,114                    153,338
  Unrealized appreciation (depreciation) of
            investments during the period .............    42,907                   (473,290)                    225,439
  Net increase (decrease) in net assets
            resulting from operations .................    35,998                   (421,994)                    341,944
DISTRIBUTIONS TO SHAREHOLDERS:
  Distributions from capital gains ($2.04, $1.80
            and $4.90 per share, respectively) ........  (65,967)                   (116,177)                  (246,186)
CAPITAL SHARE TRANSACTIONS:
  Increase (decrease) in net assets resulting
            from capital share transactions (a) .......  (34,769)                   (619,870)                    475,587
        Total change in net assets ....................  (64,738)                 (1,158,041)                    571,345
NET ASSETS:
        Beginning of year .............................   612,894                   1,770,935                  1,199,590
        End of year ...................................  $548,156                    $612,894                 $1,770,935
</TABLE>

<TABLE>
<CAPTION>
(a)  Transactions in capital shares were as follows:
                                                    Shares      Value          Shares         Value         Shares       Value
<S>                                                  <C>      <C>               <C>        <C>              <C>        <C>     
Shares sold .......................................  1,035    $15,252           7,020      $142,169         24,462     $567,430
Shares issued in reinvestment                    
 of distributions .................................  4,704     65,948           5,973       116,053         12,073      245,800
Shares redeemed ...................................(7,244)   (115,969)        (44,937)     (878,092)        (14,965)    (337,643)
Net increase (decrease) ...........................(1,505)   $(34,769)        (31,944)    $(619,870)         21,570     $475,587
<FN>
See accompanying notes to financial statements.
</FN>
</TABLE>


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. On March 4, 1998 the Board
of  Directors of the Fund  approved a change in the fiscal  year-end to December
31.  Previously,  the fiscal year end was October 31. 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   appli-cable   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  $567,182,  gross  unrealized  appreciation  and  gross  unrealized
depreciation were $29,492 and $88,016, respectively at December 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 two months ended December 31, 1998 was $15,416.
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 two months ended December
31, 1998, the Fund paid $20 to Bull & Bear Securities, Inc., an affiliate of the
Investment  Manager as commissions for brokerage  services.  The Fund reimbursed
the Investment  Manager $56 for providing certain  administrative and accounting
services  at cost for the two  months  ended  December  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  $1,621 for  shareholder  administration  services which it
provided to the Fund at cost for the two months ended December 31, 1998.

(4)  Proceeds  of sales of  securities  other than  short term notes  aggregated
$14,906 for the two months ended December 31, 1998. 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.


Financial Highlights
<TABLE>
<CAPTION>
                                                   Two Months
                                                    Ended                         Ended Years Ended October 31,
PER SHARE DATA*                                    12/31/98         1998           1997        1996          1995        1994
<S>                                                <C>             <C>            <C>         <C>           <C>         <C>   
  Net asset value at beginning of period           $15.67          $24.92         $24.24      $18.73        $16.61      $16.32
  Income from investment operations:
  Net investment loss                               (.04)           (.25)          (.59)       (.56)         (.31)       (.22)
  Net realized and unrealized gain
  (loss) on investments                               .98          (7.20)           6.17        6.07          2.43         .51
            Total from investment operations          .94          (7.45)           5.58        5.51          2.12         .29
  Less distributions:
  Distributions from net realized gain
            on investments                         (2.04)          (1.80)         (4.90)           -             -           -
            Total distributions                    (2.04)          (1.80)         (4.90)           -             -           -
  Net asset value at end of period                 $14.57          $15.67         $24.92      $24.24        $18.73      $16.61

  TOTAL RETURN                                      6.48%        (31.29)%         27.55%      29.42%        12.76%       1.78%
RATIOS/SUPPLEMENTAL DATA

  Net assets at end of period (000's omitted)        $548            $613         $1,771      $1,200          $774        $714
  Ratio of expenses to average net
            assets(a)(b)                          2.85%**           2.09%          2.81%       2.55%         2.30%       2.00%
  Ratio of net investment loss to average
            net assets (c)                      (1.54)%**         (1.38)%        (2.65%)     (2.23%)       (1.77%)     (1.38%)
  Portfolio turnover rate                              0%         207.02%         44.00%      42.48%        30.04%      18.26%
<FN>
* 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.
**      Annualized.
(a) Ratio prior to  reimbursement  by the manager was 18.84%**,  9.27%,  10.47%,
4.44%, 3.00%, and 2.82% for the two months ended December 31, 1998 and 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 (17.53)%**,  (8.56%), (10.31%), (4.12%), (2.47%), and (2.20%)
for the two months ended December 31, 1998 and the years ended October 31, 1998,
1997, 1996, 1995, and 1994, respectively.
</FN>
</TABLE>

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


<PAGE>



Growth of $10,000 Investments
 January 1, 1989 through December 31, 1998

                                                                 Average Annual
Fund/Index         Final Value              Total Return              Return
Rockwood             $18,085                    80.85%                 6.10%
Russell 2000         $33,709                   237.09%                12.92%

                              [Graph omitted]

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 January
1, 1989 through December 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  12/31/98 for one year was
- -13.82%,  for the past  five  years was  +7.40%,  and for the past ten years was
+6.10%.

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.


FUND FEATURES

Investment Objective

The Fund seeks long term capital appreciation.

Fund Management

Rockwood Advisers, Inc. is the Fund's Investment Manager.  Bassett S. Winmill is
the Fund's portfolio manager.

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,


<PAGE>


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



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