BULL & BEAR SPECIAL EQUITIES FUND INC
N-30D, 1998-03-10
Previous: MIKRON INSTRUMENT CO INC, 10QSB, 1998-03-10
Next: OPPENHEIMER BOND FUND FOR GROWTH /MA/, N-30D, 1998-03-10



SPECIAL EQUITIES FUND

INVESTS AGGRESSIVELY
FOR MAXIMUM CAPITAL APPRECIATION

ANNUAL REPORT
DECEMBER 31, 1997

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

                                                             February 12, 1998
Fellow Shareholders:

        We are pleased to submit this Annual Report for the year ended  December
31, 1997 and to welcome our  shareholders  who have opened a new account  during
the year.

        As noted in our June 30, 1997 Semi-Annual Report,  investment  decisions
for the Fund have since  February  20, 1997 been made by the  Investment  Policy
Committee of Bull & Bear  Advisers,  Inc.,  the Fund's  Investment  Manager.  As
reported,  in the first  quarter of 1997 the Fund had a total  return of -13.63%
compared  to a total  return  of  -3.26%  for  the  Capital  Appreciation  Funds
monitored by Lipper  Analytical  Services,  Inc.,  a leading  mutual fund rating
service.  Over the  balance  of the  year,  the Fund  showed a total  return  of
+21.84%,  comparing  considerably  more  favorably  to the +24.42% for  Lipper's
Capital  Appreciation  Funds for the same  period.  Although  results for the 12
months of +5.25% were  negatively  impacted by the first quarter of the year, we
are very encouraged by the improvement  over the balance of the year,  which has
carried forward into this year. At this writing, the Fund's total return for the
year to date is  +8.17%,  which  compares  very  favorably  with  +4.41% for the
Capital Appreciation Funds universe monitored by Lipper.

                               REVIEW AND OUTLOOK

        During 1997, investors had to reconcile the lowest rates of unemployment
seen in a generation with  significant  declines in  intermediate  and long term
yields.   The  resolution  to  this  apparent   contradiction  was  found  in  a
continuation of the first half's "Goldilocks"  economy - not too hot and not too
cold - with low levels of inflation,  a decline in the Federal deficit from $107
billion in 1996 to $22 billion in 1997,  the  possibility of a budget surplus in
1998,  and  purchases of U.S.  Government  securities  as both a safe haven from
global financial turmoil and in anticipation of an economic slowdown.
        The U.S.  Economy  grew at about a 3.8%  rate in 1997,  up from  2.8% in
1996. Though inflation  remained at low levels, the Federal Reserve raised short
term rates in March to moderate the  potential  effects of strong growth and low
unemployment on the inflation rate. Meanwhile, private sector restructurings and
downsizing continued,  along with mergers and acquisitions,  particularly in the
healthcare, technology, banking and energy industries. The stock market's upward
trend  over  the year  was  temporarily  set  back by the  March  interest  rate
increase,  but  eventually  resumed  to  record  highs  as  investor  confidence
returned.

        Given  these  market  conditions,  the  Fund's  strategy  was to  remain
invested  generally in highly liquid equity securities of companies with growing
earnings.  The Fund  sought new  investments  in these types of  companies  over
diverse  industries  where the stocks were showing price and earnings  momentum,
but could still be  acquired at  attractive  valuations.  The Fund  aggressively
employed various investment  techniques including leverage and futures. Over the
balance of 1998 we expect "Goldilocks" will still be with


<PAGE>



us and that with this favorable economic background, the Fund should continue to
provide improving results for its shareholders.

        We therefore see this as 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 Bull & Bear Bank Transfer Plan, the
Bull & Bear Salary Investing Plan and the Bull & Bear Government  Direct Deposit
Plan.  An  example of how these  plans can build an account  over time is in the
accompanying  illustration  of investing  $10,000 in the Fund at its  inception,
March 20, 1986, followed by regular investments of $100 a month through December
31, 1997. The ending value of $53,744  represented a gain of more than 120% over
the $24,100 invested. For information on any of these free services, simply give
us a call and we will help you get started.

        If you have any questions or would like information on any of the Bull &
Bear Funds,  the Regular or Roth Bull & Bear No-Fee IRA(R) or opening a discount
brokerage account at Bull & Bear Securities, as described on page 3, we would be
pleased to hear from you. Just call toll-free at 1-888-503-FUND  (3863),  and an
Investor Service  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
CHART:

Special Equities Fund

Results of an initial investment of $10,000 with subsequent  investments of $100
a month  from  inception,  3/20/86,  through  12/31/97  with  all  distributions
reinvested. Investments for the period total $24,100.

Plot Points:

3/20/86            10,000
12/31/86           11482
12/31/87           11738
12/31/88           15682
12/31/89           23732
12/31/90           15938
12/31/91           23807
12/31/92           31997
12/31/93           38512
12/31/94           33306
12/31/95           48215
12/31/96           49892
12/31/97           53744




<PAGE>

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


Closed-end investment     Bull & Bear          Investing for a high level of
companies listed on the   Global Income Fund   income from a global portfolio
American Stock Exchange                        of primarily investment grade 
                                               fixed income securities.

                          Bull & Bear          Investing for the highest 
                          Municipal Income     possible income exempt from 
                          Fund                 Federal income tax that is 
                                               consistent with preservation of
                                               principal.
                                  
                          Bull & Bear U.S.     Investing for a high level of 
                          Government           current income, liquidity and
                          Securities Fund      safety of principal.


Discount Brokerage        Bull & Bear         Bull & Bear Securities is 
Services                  Securities, Inc.    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(cent)
                                              per share on each share over 1,000
                                              shares, and earn 200 AAdvantage(R)
                                              miles every time you trade!  Call
                                              toll-free 1-800-BULL-BEAR
                                              (1-800-285-5232).

                                  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 - DECEMBER 31, 1997

SHARES                                                             MARKET VALUE
          COMMON STOCKS  AND WARRANTS (96.5%)

          AIR CONDITIONING &WARM AIR HEATING EQUIPMENT&COMMERCIAL
          & INDUSTRIAL REFRIGERATOR EQUIPMENT (1.1%)
59,700    International Comfort Products Corp.*.....................$  499,988
          AIR COURIER SERVICES (1.6%)
11,900    Airborne Freight Corp.....................................   739,288
          AIRCRAFT ENGINES &ENGINE PARTS (3.2%)
21,100    United Technologies Corp.................................. 1,536,344
          AIR TRANSPORTATION, SCHEDULED (2.8%)
88,800    Air Canada Class A*.......................................   843,600
 7,900    US Airways Group Inc.*....................................   493,750
          .......................................................... 1,337,350
          ARRANGEMENT OF TRANSPORTATION OF FREIGHT &CARGO (1.1%)
14,100    Expeditors International of Washington, Inc...............   542,850
          BALL ANDROLLER BEARINGS (2.4%)
28,125    Gardner Denver Machinery, Inc.*...........................   711,914
12,500    Timken Co.................................................   429,688
          .......................................................... 1,141,602
          CARPETS AND RUGS (1.1%)
18,400    Interface, Inc............................................   533,600
          CHEMICAL PRODUCTS (1.9%)..................................
10,400    MacDermid, Inc............................................   882,700
          COMMERCIAL BANKS (2.3%)
17,700    Banco Bilbao Vizcaya, S.A. Sponsored ADR..................   571,931
 9,800    Royal Bank of Canada......................................   519,400
          .......................................................... 1,091,331
          COMPUTER PERIPHERAL EQUIPMENT (4.2%)......................
13,350    Aurora Electronics, Inc.*.................................    21,694
25,500    CHSElectronics, Inc.*.....................................   436,688
39,800    GENICOMCorp.*.............................................   457,700
20,200    Ingram Micro Inc. Class A*................................   588,325
27,600    Pomeroy Computer Resources, Inc.*489,900
          .......................................................... 1,994,307
          COMPUTER PROGRAMMING SERVICES (1.4%)
18,000    Computer Task Group, Inc..................................   640,125
          CONSTRUCTION MACHINERY &EQUIPMENT (1.0%)
14,000    Manitowoc Company Inc.....................................   455,000
          CONVERTED PAPER AND PAPERBOARD PRODUCTS (2.0%)
23,850    Mail-Well, Inc.*..........................................   965,925
          DRAWING AND INSULATING NONFERROUS WIRE (1.3%)
20,000    AFC Cable Systems, Inc.*..................................   595,000
          DRILLING OIL AND GAS WELLS (1.2%).........................
27,000    Key Energy Group, Inc.*...................................   585,562
          EATING PLACES (1.8%)
20,200    CKERestaurants, Inc.......................................   850,925
          ELECTRONIC COMPONENTS AND ACCESSORIES (1.0%)
14,900    CTSCorp...................................................   475,869
          FAMILY CLOTHING STORE (1.0%)
17,600    Goody's Family Clothing, Inc.*............................   478,500
          FIRE, MARINE &CASUALTY INSURANCE (1.0%)
15,900    OMNIInsurance Group, Inc.*................................$  498,862


<PAGE>


          FOOD AND TOBACCO PRODUCTS (3.3%)
34,500    Philip Morris Companies, Inc............................. 1,563,281
          FOOTWEAR (1.2%)
 9,700    The Timberland Company*..................................   563,206
          GENERAL MEDICAL AND SURGICAL HOSPITALS (1.2%)
21,600    Quorum Health Group, Inc.*...............................   564,300
          GROCERY STORES (1.2%)
 8,800    Safeway, Inc.*...........................................   556,600
          INDUSTRIAL TRUCKS, TRACTORS, TRAILERS &STACKERS (3.9%)
 4,400    NACCO Industries, Inc. Class A...........................   471,625
58,000    Terex Corp.*............................................. 1,363,000
          ......................................................... 1,834,625
          JEWELRY, SILVERWARE &PLATED  WARE (1.1%)
20,100    Oneida Ltd...............................................   536,419
          LIFE INSURANCE (1.0%)
11,424    Delphi Financial Group, Inc. Class A*....................   514,080
          METAL FORGINGS AND STAMPINGS (1.1%)
10,900    Tower Automotive, Inc.*..................................   458,481
          MISCELLANEOUS FABRICATED TEXTILE PRODUCTS (.3%)
 3,927    Pillowtex Corp...........................................   136,968
          MISCELLANEOUS SHOPPING GOODS STORES (.9%)
19,000    Fabri-Centers of America*................................   423,937
          MOTOR VEHICLES AND PASSENGER CAR BODIES (4.7%)
25,000    General Motors Corporation............................... 1,515,625
28,500    Navistar International Corp.*............................   707,156
          ......................................................... 2,222,781
          MOTOR VEHICLE PARTS AND ACCESORIES (.9%)
22,500    Excel Industries, Inc....................................   406,406
          OFFICE FURNITURE (1.4%)..................................
12,300    Miller (Herman), Inc.....................................   671,119
           OIL &GAS FIELD EXPLORATION SERVICES (1.0%)
          12,400   Veritas DGCInc.*................................   489,800
          OPERATIVE BUILDERS (2.7%)
           33,500   NVRInc.*.......................................   732,813
33,600    Standard-Pacific Corp....................................   529,200
          ......................................................... 1,262,013
          PETROLEUM REFINING (7.0%)
27,000    Exxon Corporation........................................ 1,652,062
21,500    Chevron Corporation...................................... 1,655,500
                                                                    3,307,562
          PUBLIC BUILDING AND RELATED FURNITURE (1.5%)
25,500    Virco Manufacturing Corp.................................   714,000
          PRINTED CIRCUIT BOARDS (1.9%)
13,200    Jabil Circuit, Inc.*.....................................   524,700
24,800    Plexus Corporation*......................................   368,900
          .........................................................   893,600
          REAL ESTATE AGENTS &MANAGERS (1.5%)
54,200    Grubb &Ellis Co.*........................................   741,862
          REFRIGERATION &SERVICE INDUSTRY MACHINERY (1.0%)
15,500    USFilter Corp.*..........................................   464,031
          REFRIGERATION EQUIPMENT (1.4%)
30,150    Chart Industries, Inc....................................   687,797
          RETAIL-COMPUTER &PRERECORDED TAPE STORES (2.1%)
52,600    Trans World Entertainment Corp.*......................... 1,019,125
          RETAIL-DEPARTMENT STORES (2.9%)
52,000    Ames Department Stores, Inc.*............................   910,000
31,250    Bon-Ton Stores, Inc.*....................................   468,750
          ......................................................... 1,378,750



<PAGE>


          RETAIL-FAMILY CLOTHING STORES (1.0%)...................
14,400    The TJXCompanies, Inc..................................     495,000
          RETAIL-HOBBY, TOY &GAME SHOP (.8%).....................
13,700    Michaels Stores, Inc.*.................................     400,725
          RETAIL-LUMBER &OTHER BUILDING MATERIALS 
          DEALERS (1.1%)
 9,100    The Home Depot, Inc....................................     535,762
          SEARCH, DETECTION, NAVIGATION, GUIDANCE & 
          AERONAUTICAL SYSTEM (.2%)
 1,594    Raytheon Co. Class A...................................      78,616
          SERVICES-ENGINEERING SERVICES (0%)
   125    Tice Technology Inc.*..................................         922
          SERVICES-HELP SUPPLY SERVICES (3.0%)
17,700    AccuStaff Inc.*........................................     407,100
11,100    CDICorp.*..............................................     507,825
 9,100    Volt Information Sciences, Inc.*.......................     490,262
          .......................................................   1,405,187
          SERVICES-SPECIALTY OUTPATIENT FACILITIES (.5%)
30,000    Response Oncology, Inc.*...............................     251,250
          STEEL PIPE ANDTUBES (3.4%)
17,600    Lone Star Technologies, Inc.*..........................     499,400
43,200    Maverick Tube Corporation*.............................   1,093,500
          .......................................................    1,592,90
          STEEL WORKS, BLAST FURNACE &ROLLING MILLS (.9%)
26,000    NSGroup, Inc.*.........................................     445,250
          TOTALIZING FLUID METERS & COUNTING DEVICES (.9%)
10,450    Badger Meter Inc.......................................     425,838
          TRUCKING (.9%)
          16,900   Landair Services, Inc.*.......................     409,825
          VARIETY STORES (1.1%)
24,375    Fred's, Inc............................................     499,688
          WHOLESALE-DRUGS &PROPRIETARIES (.7%)
21,000    Priority Healthcare Corp. B*...........................     317,625
          WHOLESALE-ELECTRONIC PARTS EQUIPMENT (.3%)
13,400    MPWIndustrial Services Group, Inc.*....................     120,600
          WOMENS CLOTHING (.6%)  ................................
27,400    Paul Harris Stores, Inc.*..............................     275,713
          WOMEN'S, MISSES', AND JUNIORS' OUTERWEAR (1.0%)
16,400    Kellwood Company.......................................     492,000
          WOOD HOUSEHOLD FURNITURE (1.5%)
18,000    Ethan Allen Manufacturing Corporation..................     694,125

               Total Common Stocks (cost:$41,279,982)............  45,696,897

          CLOSED-END FUNDS (2.7%)
27,800    Equus II, Inc..........................................     635,925
44,800    John Hancock Bank &Thrift Opportunity Fund   ..........     655,200
               Total Closed-End Funds (cost: $1,137,047).........   1,291,125
                  
  PAR
  VALUE
             U.S. GOVERNMENT OBLIGATIONS (.8%)
 $360,000    U.S. Treasury Bills, due 1/22/98 (cost: $358,906)
   35,890    TOTAL INVESTMENTS (COST: $42,775,935) (100%)         $47,346,928



<PAGE>



STATEMENT OF ASSETS AND LIABILITIES
December 31, 1997

ASSETS:
   Investments at market value(cost: $42,775,935) (note 1)......... $47,346,928
   Cash      ......................................................     407,398
   Collateral for securities loaned, at market value (note 5)......   8,413,031
   Receivables:....................................................
   Investment securities sold......................................     615,165
   Dividends.......................................................      50,694
   Fund shares sold................................................       1,496
   Other assets....................................................       5,624
             Total assets..........................................  56,840,336

LIABILITIES:.......................................................
      Payables:....................................................
      Demand note payable to bank (note 5).........................   3,462,218
      Fund shares redeemed.........................................      29,977
      Collateral for securities loaned (note 5)....................   8,413,031
      Accrued expenses.............................................     122,855
      Accrued management and
         distribution fees.........................................      38,854
                Total liabilities..................................  12,066,935

NET ASSETS: (applicable to 1,915,255
      outstanding shares: 500,000,000 shares
      of $.01 par value authorized)................................ $44,773,401

NET ASSET VALUE, OFFERING AND
      REDEMPTION PRICE PER SHARE
      ($44,773,401 / 1,915,255)..................................        $23.38

At December 31, 1997, net assets consisted of:
      Paid-in capital............................................   $40,138,286
      Accumulated net realized gain on
         investments.............................................        64,122
      Net unrealized appreciation on investments.................     4,570,993
                .................................................   $44,773,401

STATEMENT OF OPERATIONS
Year Ended December 31, 1997

INVESTMENT INCOME:
Dividends       ..................................................  $   453,428
Interest        ..................................................      103,182
         Total investment income..................................      556,610

EXPENSES:.........................................................
      Distribution (note 3).......................................      471,748
      Investment management (note 3)..............................      403,809
      Interest (note 5)...........................................      142,106
      Transfer agent..............................................       86,691
      Shareholder administration (note 3).........................       59,403
      Custodian...................................................       51,078
      Professional (note 3).......................................       45,945
      Registration (note 3).......................................       30,783
      Printing....................................................       21,867
      Directors...................................................        8,650
      Other     ..................................................       11,872
         Total expenses...........................................    1,333,952
         Fee reductions (note 4)..................................       (8,508)
         Net expenses.............................................    1,325,444
         Net investment loss......................................     (768,834)
<PAGE>


REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FUTURES:
Net realized gain from security
    transactions..................................................   2,325,898
Net realized loss from futures transactions.......................    (335,926)
Unrealized appreciation of investments during the period..........   1,258,458
    Net realized and unrealized gain on investments and futures...   3,248,430
    Net increase in net assets resulting from operations.......... $ 2,479,596


STATEMENTS OF CHANGES IN NET ASSETS
                                                For the Years Ended December 31,
                                                          1997         1996
OPERATIONS:
   Net investment loss.............................  $  (768,834)  $ (1,539,055)
   Net realized loss from futures transactions.....     (335,926)        -
   Net realized gain from security transactions......  2,325,898      6,803,639
   Unrealized appreciation (depreciation) of
   investments during the period                       1,258,458     (4,862,889)
   Net increase in net assets resulting 
   from operations........................             2,479,596        401,695
DISTRIBUTIONS TO SHAREHOLDERS:
   Distribution from net realized gains 
   ($0.75 and $2.72 per share, respectively)          (1,388,183)    (5,342,284)
CAPITAL SHARE TRANSACTIONS:
   Decrease in net assets resulting from 
   capital share transactions (a)                     (6,157,931)    (1,559,043)
   Total decrease in net assets.......................(5,066,518)    (6,499,632)
NET ASSETS:
   Beginning of period.............................    49,839,919    56,339,551
   End of period..................................... $44,773,401   $49,839,919

- --------------
(a)  Transactions in capital shares were as follows:


                                          1997                   1996
                                 SHARES        VALUE      SHARES       VALUE
Shares sold                      190,298   $ 4,598,454    564,667   $14,997,930
Shares issued in 
reinvestment of distributions     57,687     1,285,837    216,965     4,957,636$
Shares redeemed                 (503,800)  (12,042,222)  (826,992)  (21,514,609)
  Net decrease                  (255,815)  $(6,157,931)   (45,360)   (1,559,043)



<PAGE>



                          NOTES TO FINANCIAL STATEMENTS

(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.

(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 $42,775,935,  gross  unrealized  appreciation  and gross  unrealized
depreciation  were $6,331,486 and $1,760,493  respectively at December 31, 1997.
Distributions paid to shareholders  during the years ended December 31, 1997 and
1996 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 year ended December 31, 1997, the Fund paid $122,109
to Bull & Bear  Securities,  Inc.,  an  affiliate of the  Investment  Manager as
commissions for brokerage  services.  The Fund reimbursed the Investment Manager
$19,659 for providing certain administrative and accounting services at cost for
the year ended  December 31, 1997.  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


<PAGE>



expenses primarily intended to result in the sale of the Fund's shares. Investor
Service Center also received  $59,403 for  shareholder  administration  services
which it provided to the Fund at cost for the year ended December 31, 1997.

(4) Purchases  and proceeds of sales of  securities  other than short term notes
aggregated  $120,572,014 and  $136,269,148,  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 $8,508, under such arrangements.

(5) The Fund has a committed  bank line of credit.  At December  31,  1997,  the
balance  outstanding  was  $3,462,218  and the  interest  rate was  equal to the
Federal  Reserve  Funds  Rate plus 1.00  percentage  points.  For the year ended
December 31, 1997,  the weighted  average  interest  rate was 6.50% based on the
balances   outstanding  during  the  period  and  the  weighted  average  amount
outstanding  was  $2,160,383.   Included  in  interest  expense  is  $1,714  for
commitment  fees related to this line of credit.  As of December  31, 1997,  the
Fund  loaned  common  stocks  having a value of  $8,218,890  and  received  cash
collateral of $8,413,031 for the loan.


                              FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>

                                                                           Years Ended December 31,
                                                           1997          1996           1995           1994             1993
PER SHARE DATA*                                            ----          ----           ----           ----             ----
<S>                                                       <C>           <C>            <C>            <C>              <C>   
Net asset value at beginning of period                    $22.96        $25.42         $19.11         $23.13           $24.88
Income from investment operations:                                                        
   Net investment loss                                     (.38)         (.73)          (.81)          (.55)            (.76)
   Net realized and unrealized gain (loss) on                                                                          
   investments:                                            1.55           .99           8.51          (3.28)            4.65
Total from investment operations                           1.17           .26           7.70          (3.83)            3.89  
Less distributions:                                                                                                    
   Distributions from net realized gains on                                                                          
      investments                                         (.75)         (2.72)         (1.39)          (.19)           (5.64)
   Net increase (decrease) in net asset value              .42          (2.46)          6.31          (4.02)           (1.75)
Net asset value at end of period                         $23.38         $22.96         $25.42         $19.11           $23.13
TOTAL RETURN                                               5.25%          1.0%         40.5%          (16.5)%           16.4%
RATIOS/SUPPLEMENTAL DATA                                                                                            
Net assets at end of period (000's omitted)             $44,773         $49,840       $56,340         $45,614         $73,957 
Ratio of expenses to average net assets (a) (b)            2.53%         2.45%          2.88%           2.92%           2.74%
Ratio of net investment loss to average net                                                                     
  assets                                                   1.48%         2.81%          2.70%           2.43%           2.73%  
Portfolio turnover rate                                    260%           311%          319%            309%             256%
Average commission per share                             $.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.
(a) Ratio including interest expense was 2.81%, 2.92% and 3.67% for the years
    ended December 31, 1997, 1996 and 1995, respectively.
(b)            Ratio  after  custodian  fee credits was 2.51% for 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.


<PAGE>




               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

The Board of Directors and Shareholders of
  Bull & Bear Special Equities Fund, Inc.:

    We have audited the accompanying statement of assets and liabilities of Bull
& Bear  Special  Equities  Fund,  Inc.,  including  the  schedule  of  portfolio
investments as of December 31, 1997, and the related statement of operations for
the year then ended, the statements of changes in net assets for each of the two
years in the period then ended,  and the  financial  highlights  for each of the
five years in the period 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.

    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
December 31, 1997, 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 statements 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
Bull & Bear Special  Equities Fund, Inc. as of December 31, 1997, the results of
its operations  for the year then ended,  the changes in its net assets for each
of the two years in the period then ended, and the financial highlights for each
of the five  years in the  period  then  ended,  in  conformity  with  generally
accepted accounting principles.

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




<PAGE>



                         TOTAL RETURN PERFORMANCE GRAPHS

Bull & Bear Special Equities Fund  ("Fund")
Russell 2000 ("2000")

The 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,  options,  and futures. The Performance Graphs cover January 1, 1988
to December 31, 1997, and reflect  reinvestment of dividends and  distributions.
Past performance is not predictive of future performance.

Growth of $10,000 invested 1/1/88 through 12/31/97

Plot Points:

                         SPECIAL EQUITIES FUND            RUSSELL 2000
           1/1/88              10000                          10000
         12/31/88              12273                          12489
         12/31/89              17462                          14518
         12/31/90              11107                          11686
         12/31/91              15610                          17068
         12/31/92              20040                          20210
         12/31/93              23317                          24030
         12/31/94              19460                          23592
         12/31/95              27335                          30302
         12/31/96              27623                          35313
         12/31/97              29069                          43212


                        Final              Total                 Average
                        Value              Return                Annual Return
        Fund            $29,069            190.69%               11.26%
        2000            43,212             332.12                15.76


                             1 Year          5 Years        10 Years
Special Equities Fund
Average Annual Return        5.25%            7.72%          11.26%


SPECIAL EQUITIES FUND

FOR FUND PROSPECTUSES AND OTHER
INVESTMENT INFORMATION, CALL TOLL-FREE

1-888-503-FUND
1-888-503-3863

FOR SHAREHOLDER SERVICES BY
DIRECT ACCESS, CALL TOLL-FREE
1-888-503-VOICE
1-888-503-8642
OR, ACCESS THE FUND ON THE WEB AT
WWW.MUTUALFUNDS.NET



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