BULL & BEAR SPECIAL EQUITIES FUND INC
N-30D, 1998-09-09
Previous: PUTNAM HIGH YIELD ADVANTAGE FUND, 497, 1998-09-09
Next: CYPRESS SEMICONDUCTOR CORP /DE/, 424B3, 1998-09-09





SPECIAL EQUITIES FUND

11 HANOVER SQUARE, NEW YORK, NY 10005

1-888-503-FUND FOR INVESTMENT INFORMATION

1-888-503-VOICE FOR SHAREHOLDER SERVICES

WWW.MUTUALFUNDS.NET

August 12, 1998

Fellow Shareholders:

We are very pleased to submit this  Semi-Annual  Report to  shareholders  and to
welcome  the many new  shareholders  who have joined the Fund over the first six
months of the year. We are also pleased to announce that  effective May 1, 1998,
Thomas B.  Winmill,  Chief  Executive  Officer of the Fund and  President of the
Fund's Investment Manager, became the Fund's portfolio manager. Having served on
the  Investment  Policy  Committee  since 1990,  he will bring a strong depth of
experience and discipline to help the Fund seek its sole investment objective of
capital appreciation.

For the six months ending June 30, 1998, the Fund's total return was 16.17%.  We
believe this attractive  return reflects the disciplined  approach that the Fund
takes to  investing.  Generally,  the Fund  attempts  to identify  fast  growing
companies with reasonable valuations, and to hold their securities for long term
capital  appreciation.  We avoid  companies  that lack solid  rates of growth in
revenues,  net income,  earnings per share, and shareholders'  equity.  Further,
even if a company does meet our growth criteria,  it must also have a reasonable
valuation in terms of price/earnings,  price/sales, price/cash flow, and similar
ratios.  When our analysis is correct,  we see these companies  increasing their
overall  profitability as measured by net margins,  return on equity, and return
on assets, while reducing their debt as a percentage of its total capitalization
and  increasing  and  enhancing  their   recognition  by  the  marketplace  with
commensurate  increases in the prices of their securities.  The Fund mayl employ
leverage to buy and hold these  investments  when we believe  their returns will
exceed the cost of the borrowing,  and we may use futures and options strategies
to enhance returns.  Additionally,  the Fund may sell stocks short -- typically,
companies  with  either  negative  trends  in  revenues  and  earning  or highly
unreasonable valuations, or both.

Review and Outlook

During the first half of 1998,  volatility in the financial markets,  as well as
in currency prices,  reflected investor  uncertainty over numerous and diverging
global trends and economic influences. During this period when U.S. and European
markets  provided  good  returns,  the Japanese  market  continued to slump with
little  respite.  Meanwhile,  as the dramatic  shakeout across emerging Asia and
Eastern Europe continues,  the widespread collapse of these economies is sending
shock waves through markets around the world,  including  deflationary pressures
and weakened  prospects for global  growth.  Further,  even as the U.S.  economy
becomes  increasingly  dependent  on  foreign  investment  to  finance  the U.S.
current-account deficit of about $200 billion this year, up from $155 billion in
1997,  foreigners are buying less of U.S.  Treasury  securities and more of U.S.
stocks. According to the Wall Street Journal, in the first quarter of this year,
foreigners bought a net $116 billion of U.S. stocks, at an annual rate, compared
to minimal  amounts in 1995, and a net $11.8 billion of Treasuries,  as compared
to $92.7 billion in the fourth quarter of 1996.

Given the uncertainty in international  economic  trends,  the Fund is currently
concentrating  its  investments  in U.S.  companies  and while the Fund has some
investments  among  select  large and medium  capitalization  companies,  we are
increasingly finding that the most attractive  opportunities for growth, and the
least subject to continuing  negative  fall-out from foreign economic  problems,
are those growth  companies within the smaller  capitalization  area. The median
market  capitalization  of the  Fund's  portfolio  companies  now is about  $500
million.  With  respect to market  sectors,  the Fund has a  relatively  greater
weighting in industrial and durables companies which are believed to continue to
benefit from continuing growth in the domestic U.S. economy.  Because we believe
that  certain  stocks  have  compellingly   attractive   prospects  for  capital
appreciation,  the Fund is currently  leveraged.  At the same time, however, the
Fund has sold short other stocks that appear to be substantially  overpriced due
to  unreasonable  investor  euphoria,  so that  the Fund is now  about  118% net
invested.


<PAGE>



Looking  ahead,  we  believe  that over the  balance  of the year and into 1999,
inflation  generally will remain in check and most non-emerging market economies
will  experience  moderate  levels  of  growth.  With  the  combination  of this
favorable  economic  background  and  our  disciplined   approach  to  selecting
investments,  we expect the Fund will continue to provide  improving results for
its shareholders.  To take advantage of this, we recommend building your account
on a regular basis,  which can be done safely,  automatically,  and conveniently
through the Bull & Bear Bank  Transfer  Plan,  the Bull & Bear Salary  Investing
Plan,  and/or the Bull & Bear Government Direct Deposit Plan. For information on
any of these free services, simply give us a call and we will be very pleased to
help you get started.

If you have any  questions or would like  information  on any of the Bull & Bear
Funds,  the Bull & Bear  No-Fee(R)  Regular  or Roth IRA or  opening a  discount
brokerage  account at Bull & Bear  Securities,  we would be pleased to hear from
you. Just call toll-free  1-888-503-FUND  (3863), and an Investor Service Center
Representative will be glad to assist you, as always, with no obligation on your
part.

Sincerely,

Robert D. Anderson                                            Thomas B. Winmill

Vice Chairman                                                 President



<PAGE>


MUTUAL FUNDS
* Bull & Bear  Dollar Reserves            A high quality money market fund 
                                          investing in U.S. Government
                                          securities. Income is generally free 
                                          from state income and intangible
                                          personal property taxes. Free, 
                                          unlimited check writing with only a 
                                          $250 minimum per check.
* Bull & Bear Gold Investors              Seeks long term capital appreciation 
                                          in investments with the potential to
                                          provide a hedge against inflation and 
                                          preserve the purchasing power of
                                          the dollar.
* Bull & Bear Special Equities Fund    Invests aggressively for maximum  capital
                                       appreciation.  
* Bull & Bear U.S. and Overseas Fund   Invests worldwide for the highest 
                                       possible total return.  
Call toll-free  1-888-503-FUND  (1-888-503-3863)
for a prospectus  containing more complete  information,  including  charges and
expenses.  Please  read it  carefully  before you invest  

CLOSED-END  INVESTMENT COMPANIES LISTED ON THE AMERICAN STOCK EXCHANGE 

* Bull & Bear Global Income Fund     Investing for a high level of income from a
                                     global portfolio of primarily investment 
                                     grade fixed income securities.
*Bull & Bear  Municipal  Income Fund      Investing for the highest possible  
                                          income  exempt  from Federal  income  
                                          tax that is consistent with 
                                          preservation of principal.
* Bull & Bear U.S. Government Securities       Investing for a high level of 
 Fund                                          current income, liquidity, and 
                                               safety of principal.
DISCOUNT BROKERAGE SERVICES
* Bull & Bear Securities, Inc.                    
                                    Bull & Bear Securities is committed to 
                                    providing investors with major commission 
                                    savings, free investment ideas and services,
                                    free cash management services with no 
                                    minimum for check writing, and American 
                                    Airlines(R)AAdvantage(R)miles for many of 
                                    your investing activities. And now you can 
                                    take advantage of Bull & Bear Securities'
                                    web trading flat commission rate of $19.95 
                                    per trade at www.ebullbear.com on the first 
                                    1,000 shares, plus 2¢ per share on each
                                    share over 1,000 shares, and earn 100 
                                    AAdvantage(R)miles every time you trade!

                              Call toll-free 1-800-BULL-BEAR (1-800-285-5232).

Total  Return  Performance.  For  periods  ended  6/30/98,  Bull & Bear  Special
Equities  Fund's  total return for one year was  +21.61%,  average  annual total
return  for the past  five  years  was  +8.51%,  and for the past ten  years was
+10.97%.  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.



<PAGE>



BULL & BEAR SPECIAL EQUITIES FUND, INC.
SCHEDULE OF PORTFOLIO INVESTMENTS - JUNE 30, 1998 (UNAUDITED)



<TABLE>
<CAPTION>

SHARES                                                                                       MARKET VALUE
                COMMON STOCKS AND WARRANTS (96.9%)
                AIR-CONDITIONING & WARM AIR HEATING EQUIPMENT & COMMERCIAL &
                INDUSTRIAL REFRIGERATOR EQUIPMENT (1.3%)
<S>                                                                                       <C>      
         59,700 International Comfort Products Corp.*                                         $ 723,863
                AIR COURIER SERVICES (1.5%)
         23,800 Airborne Freight Corp.                                                          831,513
                AIRCRAFT ENGINES & ENGINE PARTS (3.5%)
         21,100 United Technologies Corp.                                                     1,951,750
                ARRANGEMENT OF TRANSPORTATION OF FREIGHT & CARGO (1.1%)
         14,100  Expeditors International of Washington, Inc.                                   620,400
                BALL AND ROLLER BEARINGS (2.1%)
         28,000 Gardner Denver Inc.*                                                            773,500
         12,500 Timken Co.                                                                      385,156
                                                                                              1,158,656
                CARPETS AND RUGS (2.3%)
         64,000 Interface, Inc.                                                               1,292,000
                COMMERCIAL BANKS (1.1%)
          9,800 Royal Bank of Canada                                                            591,675
                CONSTRUCTION MACHINERY & EQUIPMENT (2.4%)
         39,200 Gencor Industries, Inc.                                                         788,900
         14,000 Manitowoc Company, Inc.                                                         564,375
                                                                                              1,353,275
                CONVERTED PAPER AND PAPERBOARD PRODUCTS (1.8%)
         47,700 Mail-Well, Inc.*                                                              1,034,494
                DRAWING AND INSULATING NONFERROUS WIRE (1.3%)
         20,000 AFC Cable Systems, Inc.*                                                        710,000



<PAGE>




                ELECTRIC LIGHTING & WIRING EQUIPMENT (4.5%)
         54,100 Genlyte Group Inc..                                                           1,433,650
         21,060 LSI Industries, Inc.                                                            421,200
         16,700 Technitrol, Inc.                                                                666,956
                                                                                              2,521,806
                ELECTRONIC COMPONENTS AND ACCESSORIES (4.0%)
         75,500 CTS Corp.                                                                     2,227,250
                GASKETS, PACKAGING & SEALING DEVICES & RUBBER & PLASTIC HOSES (2.3%)
         66,200 Wynn's International, Inc.                                                    1,274,350
                INDUSTRIAL TRUCKS, TRACTORS, TRAILERS & STACKERS (1.0%)
          4,400 NACCO Industries, Inc. Class A                                                  568,700

                JEWELRY, SILVERWARE & PLATED WARE (1.1%)
         20,100 Oneida Ltd.                                                                   $ 615,562
                LIFE INSURANCE (1.1%)
         11,000 Delphi Financial Group, Inc. Class A*                                           619,437
                MEN'S & BOYS' FURNISHINGS, WORK CLOTHING & ALLIED GARMENTS (.9%)
         26,400 Quiksilver Inc.*                                                                526,350
                MILLWOOD, VENEER, PLYWOOD & STRUCTURAL WOOD MEMBERS (.8%)
         17,090 American Woodmark Corp.                                                         467,839
                MISCELLANEOUS FABRICATED METAL PRODUCTS (.8%)
         17,700 Shaw Group Inc.*                                                                460,200
                MOTOR HOMES (1.0%)
         12,800 National R.V. Holdings, Inc.*                                                   577,600
                MOTOR VEHICLES AND PASSENGER CAR BODIES (1.5%)
         28,500 Navistar International Corp.*                                                   822,937
                MOTOR VEHICLE PARTS AND ACCESORIES (.9%)
          9,100 Dana Corp.                                                                      486,850
                OFFICE FURNITURE (1.1%)



<PAGE>




         24,600 Miller (Herman), Inc.                                                           598,088
                OPERATIVE BUILDERS (3.3%)
         33,500 NVR, Inc.*                                                                    1,375,594
         16,200 Toll Brothers, Inc.*.                                                           464,738
                                                                                              1,840,332
                PREFABRICATED METAL BUILDINGS & COMPONENTS (.9%)
          8,700 NCI Building Systems, Inc.*                                                     502,425
                PREFABRICATED WOOD BUILDINGS & COMPONENTS (1.1%)
         25,700 American Homestar Corp.*                                                        615,194
                PRINTED CIRCUIT BOARDS (4.9%)
         40,900 Benchmark Electronics, Inc.*                                                    818,000
         13,200 Jabil Circuit, Inc.*                                                            436,425
         24,800 Plexus Corp.*                                                                   492,900
         23,500 Solectron Corp.*                                                                988,469
                                                                                              2,735,794
                PUBLIC BUILDING AND RELATED FURNITURE (3.5%)
         80,500 Virco Manufacturing Corp.                                                     1,926,969
                REFRIGERATION EQUIPMENT (1.3%)
         30,150 Chart Industries, Inc.                                                          719,831
                RETAIL-COMPUTER & PRERECORDED TAPE STORES (4.1%)
         52,600 Trans World Entertainment Corp.*                                              2,268,375
                RETAIL-DEPARTMENT STORES (3.3%)
         52,000 Ames Department Stores, Inc.*                                                 1,368,250
         31,250 Bon-Ton Stores, Inc.*                                                           501,953

                                                                                              1,870,203
                RETAIL-FAMILY CLOTHING STORES (2.6%)
         17,600 Goody's Family Clothing, Inc.*                                                $ 965,800

         35,000 Syms Corp.*                                                                     498,750




<PAGE>




                                                                                              1,464,550
                RETAIL-MISCELLANEOUS SHOPPING GOODS STORES (.9%)
         19,000 Fabric-Centers of America*                                                      520,125
                RETAIL-VARIETY STORES (1.1%)
         24,000 Fred's Inc.                                                                     612,000

                ROLLING DRAWING & EXTRUDING OF NONFERROUS METALS (1.1%)
         17,200 Mueller Industries, Inc.*                                                       638,550
                SECURITY BROKERS, DEALERS & FLOTATIONS COMPANIES (.9%)
          8,400 The Bear Stearns Companies Inc.                                                 477,750
                SERVICES-COMPUTER RENTAL & LEASING (.9%)
         18,100 Leasing Solutions, Inc.*                                                        520,375
                SERVICES-GENERAL MEDICAL & SURGICAL HOSPITALS (2.0%)
         19,200 Universal Health Services, Inc. Class B*                                      1,120,800
                SERVICES-HELP SUPPLY SERVICES (1.6%)
         48,550 Western Staff Services, Inc.*                                                   898,175
                SERVICES-MISCELLANEOUS AMUSEMENT & RECREATION (.6%)
         18,000 Rio Hotel & Casino, Inc.*                                                       339,750
                SERVICES-SPECIALTY OUTPATIENT FACILITIES (3.1%)
         21,300 Express Scripts, Inc.*                                                        1,717,312
                SINGLE-FAMILY HOUSING CONSTRUCTION (2.5%)
         66,500 D.R. Horton, Inc.                                                             1,388,188
                SOAP, DETERGENT, CLEANING PREPARATIONS, PERFUME, COSMETICS (.7%)
         13,100 Stepan Co.                                                                      390,544
                STEEL PIPE AND TUBES (.9%)
         43,200 Maverick Tube Corporation*                                                      502,200
                STEEL WORKS, BLAST FURNACE & ROLLING MILLS (.5%)
         26,000 NS Group, Inc.*                                                                 263,250
                SURGICAL & MEDICAL INSTRUMENTS & APPARATUS (.9%)



<PAGE>




         12,700 Teleflex Inc.                                                                        482,600
                TRUCKING (.9%)
                16,900 Landair Services, Inc.*                                                       502,775
                WHOLESALE-COMPUTER & PERIPHERAL EQUIPMENT & SOFTWARE (3.7%)
         25,500 CHS Electronics, Inc.*                                                               455,812
         20,200 Ingram Micro Inc. Class A*                                                           893,850
         27,600 Pomeroy Computer Resources, Inc.*                                                    719,325
                                                                                                   2,068,987
         SHARES                                                                                 MARKET VALUE
                WHOLESALE-DRUGS PROPRIETARIES & DRUGGISTS' SUNDRIES (.9%)
         10,500 Bergen Brunswig Corp. Class A                                                      $ 486,937


                WHOLESALE-ELECTRONIC PARTS & EQUIPMENT (.6%)
         24,800 Brightpoint, Inc.*                                                                   359,600
                WHOLESALE-GROCERIES & RELATED PRODUCTS (.7%)
         18,100 Richfood Holdings, Inc.                                                              374,444
                WHOLESALE-LUMBER, PLYWOOD, MILLWORK & WOOD PANELS(.9%)
         10,800 Crane Co.                                                                            524,475

                WHOLESALE-MEDICAL, DENTAL & HOSPITAL EQUIPMENT & SUPPLIES (1.9%)
         29,850 Patterson Dental Co.*                                                              1,093,256
                WHOLESALE-METALS SERVICE CENTERS & OFFICES (.9%)
         13,000 Reliance Steel & Aluminum Co.                                                        502,125
                WHOLESALE-PETROLEUM & PETROLEUM PRODUCTS (.7%)
         22,000 World Fuel Service Corp.                                                             380,875
                WOMEN'S, MISSES' AND JUNIORS OUTERWEAR (1.9%)
         16,400 Kellwood Co.                                                                         586,300
         24,600 Tarrant Apparel Group*                                                               467,400
                                                                                                   1,053,700
                WOOD HOUSEHOLD FURNITURE (1.0%)
         21,520 Stanley Furniture Co., Inc.*                                                         546,070
                Total Common Stocks (cost: $46,263,225)                                           53,743,131

                Warrants (.8%)
         48,864 News Corp. Ltd. ADS warrants                                                         454,435
                                       Total Warrants (cost: $268,523)                               454,435

                CLOSED-END FUNDS (3.1%)
         28,000 Equus II, Inc.                                                                       729,750
         23,800 First Financial Fund                                                                 450,712
         44,800 John Hancock Bank & Thrift Opportunity Fund                                          534,800

                Total Closed-End Funds (cost: $1,667,533)                                          1,715,262

                TOTAL INVESTMENTS (COST: $48,199,28) (100%)                                      $55,912,828

                Closed-End Funds
          1,000 Indonesia Fund, Inc.                                                                  $3,437
          3,600 Japan Equity Fund                                                                     27,225
                TOTAL (PROCEEDS $28,901)                                                            $ 30,662
See accompanying notes to financial statements
</TABLE>


<PAGE>



<TABLE>
<CAPTION>

         STATEMENT OF ASSETS AND LIABILITIES
         June 30, 1998 (Unaudited)



ASSETS:
        Investments at market value
<S>                                                                                                   <C>        
               (cost: $48,199,281) (note 1) at market value (note 5)                                      $55,912,828
        Collateral for securities loaned,                                                                   1,851,072
        Receivables:
        Securities sold short                                                                                  28,901
        Dividends                                                                                               6,783
Other assets1,878
               Total assets                                                                                57,801,462

LIABILITIES:
        Payables:
        Demand note payable to bank (note 5)                                                                7,727,640
        Securities sold short, at value                                                                        30,662
        Collateral for securities loaned (note 5)                                                           1,851,072
                                                                                Accrued expenses              104,059
        Accrued management and distribution fees                                                               39,234

                             Total liabilities                                                              9,752,667

NET ASSETS: (applicable to 1,769,181 outstanding shares: 500,000,000 shares
        of $.01 par value authorized)                                                                     $48,048,795
NET ASSET VALUE, OFFERING AND
REDEMPTION PRICE PER SHARE                                                                                     $27.16
 ..($47,594,360 / 1,769,181)
At June 30, 1998, net assets consisted of:
Paid-in capital                                                                                           $36,332,890
Accumulated net realized gain on investments                                                                4,650,005
Accumulated deficit in net investment income                                                                (647,647)
        Net unrealized appreciation on investments                                                          7,713,547
                                                                                                          $48,048,795





<PAGE>





STATEMENT OF OPERATIONS
Six Months Ended June 30, 1998 (Unaudited)

INVESTMENT INCOME:
Dividends                                                                                                $   154,535
Miscellaneous                                                                                                 13,895
             Total investment income                                                                         168,430

EXPENSES:
             Distribution (note 3)                                                                           236,625
Interest (note 5)                                                                                            223,395
Investment management (note 3)                                                                               202,263
Transfer agent                                                                                                35,163
Shareholder administration (note 3)                                                                           33,294
Custodian                                                                                                     28,274
Professional (note 3)                                                                                         25,627
Registration (note 3)                                                                                         24,498
Directors                                                                                                      5,678
Printing                                                                                                       2,958
Other                                                                                                          2,327

             Total expenses                                                                                  820,102
             Fee reductions (note 4)                                                                         (4,025)
             Net expenses                                                                                    816,077
             Net investment loss                                                                           (647,647)

REALIZED AND UNREALIZED GAIN
             (LOSS) ON INVESTMENTS AND FUTURES:
Net realized gain from security transactions                                                               3,038,980
Net realized gain from futures transactions                                                                1,546,903
Unrealized appreciation of investments during the period                                                   3,142,554
             Net realized and unrealized gain on  investments and futures                                  7,728,437
             Net increase in net assets resulting from operations                                        $ 7,080,790

</TABLE>


<PAGE>



STATEMENTS OF CHANGES IN NET ASSETS
For the Six Months Ended June 30, 1998          June 30,  1998       December
(Unaudited) and the Year Ended                                       31,1997
December 31, 1997                                           

OPERATIONS:
 Net investment loss                           $  (647,647)         $  (768,834)
 Net realized gain (loss) from 
 futures transactions                            1,546,903             (335,926)
 Net realized gain from security transactions    3,038,980            2,325,898
 Unrealized appreciation (depreciation) 
 of investments during the period
                                                 3,142,554            1,258,458
 Net increase in net assets
 resulting from operations                       7,080,790            2,479,596
DISTRIBUTIONS TO SHAREHOLDERS:
  Distribution from net realized gains 
  ($0.75 per share)                                  _               (1,388,183)
CAPITAL SHARE TRANSACTIONS:
  Decrease in net assets resulting 
  from capital share                           (3,805,396)           (6,157,931)
  transactions (a)
  Total increase (decrease) in net assets       3,275,394            (5,066,518)
NET ASSETS:
             Beginning of period               44,773,401            49,839,919
             End of period                    $48,048,795           $44,773,401





        Notes to Financial Statements
           (Unaudited)

           (1)  The  Fund  is  a  Maryland  corporation   registered  under  the
Investment  Company Act of 1940,  as  amended,  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  aggressively as
set forth in the prospectus,  depending on the assessment of economic and market
factors,  in  equity  securities,  warrants,  convertible  securities  and  debt
instruments.  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.  Debt obligations  with remaining  maturities of 60 days or less
are valued at cost  adjusted  for  amortization  of premiums  and  accretion  of
discounts. Futures contracts are marked to market daily and the variation margin
is recorded as an unrealized gain or loss. When a contract is closed, a realized
gain or loss is recorded equal to the difference between the opening and closing
value of the contract.  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.

<PAGE>


           (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  $48,199,281  gross  unrealized  appreciation  and gross  unrealized
depreciation  were  $9,889,160  and  $2,175,613  respectively  at June 30, 1998.
Distributions  paid to  shareholders  during the year ended  December  31,  1997
differ from net realized  gains from security  transactions  as  determined  for
financial  reporting  purposes  principally  as a result of  utilization  of net
operating losses to offset short-term capital gains.

           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 $47,930,758,  gross  unrealized  appreciation  and gross  unrealized
depreciation  were  $9,703,248  and  $2,175,613  respectively  at June 30, 1998.
Distributions  paid to  shareholders  during the year ended  December  31,  1997
differ from net realized  gains from security  transactions  as  determined  for
financial  reporting  purposes  principally  as a result of  utilization  of net
operating losses to offset short-term capital gains.


           (3) The Fund retains  Bull & Bear  Advisers,  Inc. as its  Investment
Manager.  Under the Investment  Management  Agreement,  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 $10 million,  7/8 of 1%
from $10 million to $30 million, 3/4 of 1% from $30 million to $150 million, 5/8
of 1% from $150 million to $500 million,  and 1/2 of 1% over $500  million.  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.  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 six  months  ended  June 30,  1998,  the Fund paid
$38,431 to Bull & Bear Securities,  Inc., an affiliate of the Investment Manager
as  commissions  for brokerage  services.  The Fund  reimbursed  the  Investment
Manager $10,258 for providing certain  administrative and accounting services at
cost for the six months  ended  June 30,  1998.  The Fund has  adopted a plan of
distribution  pursuant  to Rule 12b-1 under the  Investment  Company Act of 1940
(the "Plan"). Pursuant to the Plan, the Fund pays the Distributor a distribution
fee in an amount  of  three-quarters  of one  percent  per  annum of the  Fund's
average  daily net assets and a service fee in an amount of  one-quarter  of one
percent per annum of the Fund's  average  daily net assets.  The fee for service
activities is intended to cover personal  services  provided to  shareholders in
the Fund and the maintenance of shareholder  accounts.  The fee for distribution
activities is to cover all other activities and expenses  primarily  intended to
result in the sale of the Fund's shares.  Investor  Service Center also received
$33,294 for shareholder administration services which it provided to the Fund at
cost for the six months ended June 30, 1998.

           (4) Purchases  and proceeds of sales of  securities  other than short
term notes aggregated  $35,701,565 and $33,508,128,  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, the Fund's  custodian  fees were reduced by $4,025,  under such
arrangements.

           (5) The Fund has a committed  bank line of credit.  At June 30, 1998,
the balance  outstanding  was  $7,727,640 and the interest rate was equal to the
Federal Reserve Funds Rate plus 1.00 percentage  point. For the six months ended
June 30,  1998,  the  weighted  average  interest  rate was  6.34%  based on the
balances   outstanding  during  the  period  and  the  weighted  average  amount
outstanding was  $7,003,167.  As of June 30, 1998, the Fund loaned common stocks
having a value of $757,711 and received cash  collateral  of $1,851,072  for the
loan.


<PAGE>


FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>

                                                                                         YEARS ENDED DECEMBER 31,
                                       PER SHARE DATA*     Six Months
                                                           Ended June
                                                           30, 1998
                                                           (Unaudited)      1997       1996         1995        1994          1993
<S>                                                          <C>           <C>        <C>          <C>         <C>           <C>   
Net asset value at beginning of period                       $23.36        $22.96     $25.42       $19.11      $19.11        $23.13
Income from investment operations:
       Net investment loss                                    (.35)         (.38)      (.73)        (.81)       (.55)         (.76)
       Net realized and unrealized gain (loss) on              4.13          1.55       0.99         8.51      (3.28)          4.65
       investments:
              Total from investment operations                 3.78          1.17       0.26          7.7      (3.83)          3.89
Less distributions:
       Distributions from net realized gains on                    _         (.75)     (2.72)       (1.39)       (.19)        (5.64)
       investments
       Net increase (decrease) in net asset value             3.78          0.42     (2.46)         6.31      (4.02)        (1.75)
Net asset value at end of period                            $27.16        $23.38     $22.96       $25.42      $19.11        $23.13
TOTAL RETURN                                                 16.17%         5.25%       1.0%        40.5%     (16.5)%         16.4%
RATIOS/SUPPLEMENTAL DATA
Net assets at end of period (000's omitted)                $ 48,049       $44,773    $49,840      $56,340     $45,614       $73,957
Ratio of expenses to average net assets (a) (b)             2.52%**         2.53%      2.45%        2.88%       2.92%         2.74%
Ratio of net investment loss to average net assets          2.74%**         1.48%      2.81%        2.70%       2.43%         2.73%
Portfolio turnover rate                                       62%          260%       311%         319%        309%          256%
Average commission per share                                $.0486        $.0505     $.0714
</TABLE>




*Per share net investment  loss and net realized and  unrealized  gain (loss) 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 including interest expense was 3.46%**,  2.81%, 2.92% and 3.67% for the
six months ended June, 30, 1998 and for the years ended December 31, 1997,  1996
and 1995, respectively.


(b) Ratio after  custodian  fee credits was 2.50%** and 2.51% for the six months
ended June 30, 1998 and the year ended  December 31, 1997.  Prior to 1995,  such
credits  were  reflected in the ratio.  There were no custodian  fee credits for
1996 and 1995.


SPECIAL EQUITIES FUND


For Fund prospectuses and other

investment information, call toll-free

1-888-503-FUND


<PAGE>



1-888-503-3863

For shareholder services by

Investor Access, call toll-free

1-888-503-VOICE

           1-888-503-8642

           Or, access the Fund on the web at


           www.mutualfunds.net

           Invests Aggressively

           for Maximum Capital Appreciation

           Semi-Annual Report

           June 30, 1998

           SE-121-6/8




© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission