BULL & BEAR FUNDS I INC
N-30D, 1996-02-22
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                BULL & BEAR U.S. AND OVERSEAS FUND ANNUAL REPORT

                                                               February 15, 1996

Fellow Shareowners:

     We are very  pleased  to report  that Bull & Bear U.S.  and  Overseas  Fund
achieved a total return of +25.11% for 1995.  It is  gratifying to note that our
performance  was sharply  ahead of the Lipper  Global Fund Index total return of
+14.02%,  and  compared  favorably  with the +20.70%  total return of the Morgan
Stanley  Capital  International  World Index.  The Fund's  strategy of investing
primarily in North America, Europe and Scandinavia,  as well as concentrating in
technology  issues for much of the year contributed  significantly to the Fund's
strong 1995 performance.

     We  believe  the  Fund's  approach,  investing  worldwide  for the  highest
possible  total  return on its assets  from long term growth of capital and from
income,  makes it an interesting and attractive choice for investors seeking the
advantages  and greater  flexibility  that global  investing  provides.  In this
regard,  it is a pleasure to welcome our many new shareowners who have joined us
since  our last  Report  by  opening  regular,  Gifts/Transfers  to  Minors  and
qualified retirement plan accounts.

Chart follows:          U.S. & Overseas Fund

Results of an initial investment of $10,000 with subsequent  investments of $100
a month from  inception,  October  29,  1987,  through  December  31,  1995 with
dividends and capital gain distributions reinvested.  Investments for the period
total $19,800.

Plot points:  $10.1,  $11.7,  $14.9,  $14.7,  $19.4, $20.1, $26.8, $24.4, $31.9.
Ending Value: $31,887

     As noted  in our last  Report,  currency  and  global  stock  markets  were
experiencing considerable turmoil as 1995 began. While the


<PAGE>



U.S.  stock market was  recovering  sharply,  European  stock markets  weakened,
reflecting   higher  interest  rates  and  slowing  economic  growth.   European
currencies,  however, strengthened significantly against the dollar, as was true
also for Scandinavian  countries,  where stock markets remained generally stable
to higher.  The Mexican peso devaluation led to a market collapse there, as well
as in Argentina and Brazil, as fears of further  devaluations and other economic
problems spread throughout South America. In addition, the Japanese stock market
fell sharply as efforts to revive growth continued to fail.  Pacific Rim markets
in general also  weakened as internal  monetary and fiscal  tightening  caused a
loss  of  investor  confidence.  As  we  approached  mid-year,  however,  global
fundamentals began to improve, Mexican rescue efforts appeared to be successful,
and Argentina and Brazil  successfully  weathered the financial crisis triggered
by Mexico's near collapse.

     The sharp  slowdown  in U.S.  economic  growth  in the  first  half of 1995
increased  expectations  of a shift by the Federal  Reserve from credit creation
restraint  toward  ease,  which did come in early  July.  This led to the dollar
beginning to  stabilize  versus  other major  currencies,  setting the stage for
reduced  global  interest  rate  pressures and  increasing  prospects for global
economic  progress in 1996.  With the U.S.  market  leading the way, most equity
markets around the world rallied  strongly  during the second half of 1995, with
particular strength in emerging markets at year- end.

     With  prospects  for a continued  recovery of emerging  markets in 1996, we
have  increased  the  Fund's  exposure  to these  markets  significantly,  while
continuing to have a  substantial  investment in U.S.  securities.  Overall,  we
believe 1996 will be another good year for numerous capital gains opportunities.

     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


<PAGE>



conveniently  through the Bull & Bear Bank Transfer Plan, the Bull & Bear Salary
Investing  Plan  and  the  Bull &  Bear  Government  Direct  Deposit  Plan.  For
information on 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 Bull & Bear  No-Fee  IRA(R) or  opening a  discount  brokerage
account  at Bull & Bear  Securities,  where  you can earn  American  Airlines(R)
AAdvantage(R)  Miles on every trade,  we would be very pleased to hear from you.
Just call 1-800-847-4200, and an Investor Service Representative will be glad to
assist you, as always, without any obligation on your part.




            Sincerely,



            Robert D. Anderson          Brett B. Sneed, CFA
            Vice Chairman               Senior Vice President
                                        Portfolio Manager



Total Return Performance Graphs


* Bull & Bear U.S. and Overseas Fund ("Fund")

* Morgan Stanley Capital International World
  Index ("MSCI")

* Lipper Global Fund Index (LGFI)

An index is unmanaged and fully invested in common  stocks.  The Fund may invest
in any type of U.S. or foreign security,  including Eurodollar  securities,  and
engage in  options,  futures  and  forward  currency  transactions.  The  fund's
inception was October 29, 1987. The $10,000  Performance Graphs begin on October
31,  1987 and  results  in each  case  reflect  reinvestment  of  dividends  and
distributions.


[The following  table was  represented as a graph with the following plot points
in the printed material.]


Plot points:

Fund: $9.9, $10.7, $11.9, $10.9, $13.4, $13.0, $16.5, $14.3, $17.9
MSCI: $10.2, $12.6, $14.8, $12.3, $14.7, $14.0, $17.2, $18.2, $22.1
LGFI: $10.3, $11.8, $14.4, $13.1, $15.7, $15.7, $20.9, $20.4, $23.3



                                                                  Average
                                   Final            Total          Annual
                                   Value            Return         Return
                                   -----            ------         ------
          Fund ............        17,923            79.23%         7.38%

          MSCI ............        22,091           120.91%        10.19%

          LGFI ............        23,260           132.60%        10.89%



<PAGE>



<TABLE>
<S>                         <C>                           <C>    
====================================================================================================================================
INCOME FUNDS -              o  Bull & Bear                A high quality money market fund investing in U.S.
MONEY MARKET,                  Dollar Reserves            Government securities.  Income is generally free from
U.S. GOVERNMENT,                                          state income and intangible property taxes.  ( For Bull
MUNICIPAL AND                                             & Bear Performance Plus(sm) discount brokerage
GLOBAL                                                    accounts, the check writing minimum is $100.)
                            --------------------------------------------------------------------------------------------------------
o  Monthly                  o  Bull & Bear                Investing for a high level of current income, liquidity      
   Dividends                   U.S. Government            and safety of principal.                                     
o  Free, Unlimited             Securities Fund                                                                         
   Check Writing            --------------------------------------------------------------------------------------------------------
   ($250 minimum            o  Bull & Bear                Investing for the highest possible income exempt from        
   per check)                  Municipal Income Fund      Federal income tax that is consistent with preservation      
                                                          of principal.                                                
                            --------------------------------------------------------------------------------------------------------
                            o  Bull & Bear                Investing for a high level of income from a global           
                               Global Income Fund         portfolio of primarily investment grade fixed income         
                                                          securities.
====================================================================================================================================
GROWTH FUNDS -              o  Bull & Bear                Invests worldwide for the highest possible total return.
U.S., GLOBAL                   U.S. and Overseas Fund
AND PRECIOUS                --------------------------------------------------------------------------------------------------------
METALS                      o  Bull & Bear                Invests aggressively for maximum capital appreciation.        
                               Special Equities Fund                                                                    
                            --------------------------------------------------------------------------------------------------------
                            o  Bull & Bear                Seeks long term capital appreciation in investments           
                               Gold Investors             with the potential to provide a hedge against inflation       
                                                          and preserve the purchasing power of the dollar.              
                            --------------------------------------------------------------------------------------------------------
                            Call our toll-free number for a prospectus containing more complete information, including  
                            charges and expenses.  Please read it carefully before you invest.                          
====================================================================================================================================
DISCOUNT                    o  Bull & Bear                Investors receive the investment information they need
BROKERAGE                      Securities, Inc.           and the low commissions they expect. Commission
SERVICES                                                  savings of up to 84% and more over full cost firms
                                                          and guaranteed 20% lower than Charles Schwab &
                                                          Co. on every stock, bond and option trade.
                                                          (Transactions are subject to a low $31 minimum
                                                          commission; comparisons are based on a January 1996
                                                          survey of standard telephone orders; full cost firms
                                                          and larger discount brokers may offer additional
Call Toll Free                                            services not available from Bull & Bear Securities and
1-800-VIP-4200                                            rates may vary markedly for other types of products.)
                            --------------------------------------------------------------------------------------------------------
                            Total Return Performance. For the periods ended December 31, 1995, Bull & Bear U.S. and
                            Overseas  Fund's total return for one year was 25.11%,  average annual total return for
                            the past five years was 10.46%,  and for the life of the Fund (from  October 29,  1987)
                            was 7.38%.  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.

</TABLE>


<PAGE>

                       BULL & BEAR U.S. AND OVERSEAS FUND
              Schedule of Portfolio Investments - December 31, 1995





Shares
                                                                Market Value
       COMMON AND PREFERRED STOCKS (97.2%)
       Argentina (3.4%)
 9,000 Buenos Aires Embotelladora ADR.........................   $   185,625
11,000 Quilmes Industries S.A.................................       171,600
                                                                 -----------
                                                                     357,225
                                                                 -----------
       Brazil (2.2%)
 5,000 Telecomunicacoes Brasileiras ADR.......................       236,875
                                                                 -----------

       Canada (8.5%)
25,000 Mitel Corp.*...........................................       162,500
 8,000 Seagrams Co. Ltd.......................................       277,000
95,000 Tesco Corp.*...........................................       461,472
                                                                 -----------
                                                                     900,972
                                                                 -----------

       Germany (7.0%)
 4,000 Moebel Walther Pfd.....................................       131,351
 4,000 SAP A.G. Pfd...........................................       608,687
                                                                 -----------
                                                                     740,038
                                                                 -----------
       Ireland (4.1%)
 9,000 Elan Corp. PLC ADR*....................................       437,625
                                                                 -----------

       Israel (2.2%)
 5,000 Teva Pharmaceutical Industries Ltd. ADR................       231,875
                                                                 -----------

       Mexico (1.9%)
 9,000 Grupo Televisa.........................................       202,500
                                                                 -----------

       Netherlands (3.4%)
 8,000 Madge N.V.*............................................       358,000
                                                                 -----------

       Norway (2.4%)
 8,000 Nera AS - Telecom ADR*.................................       260,000
                                                                 -----------

       Sweden (1.7%)
 9,000 Volvo Akliebolaget ADR.................................       185,343
                                                                 -----------



<PAGE>



Shares
                                                                Market Value
       United Kingdom (6.9%)
 5,000 Reuters Holdings PLC ADR...............................   $   275,625
45,373 J.D. Wetherspoon PLC Ord...............................       452,260
                                                                 -----------
                                                                     727,885
                                                                 -----------
       United States (53.5%)
 7,000 Accent Software International*.........................       164,500
50,000 AmeriCredit Corp.*.....................................       681,250
32,000 Ameridata Technologies Inc.*...........................       308,000
13,000 Brite Voice Systems, Inc.*.............................       180,375
10,000 Cheyenne Software, Inc.*...............................       261,250
10,000 Circon Corp.*..........................................       202,500
20,000 Global Pharmaceutical Corp.*...........................       200,000
 8,000 Healthsouth Corp.*.....................................       233,000
14,000 Longhorn Steaks Inc.*..................................       248,500
 7,000 Medisense Inc.*........................................       221,375
10,000 Mercury Interactive Corp.*.............................       182,500
 8,000 Mobile Telecommunication Technologies Corp.*...........       171,000
18,000 Neoprobe Corp.*........................................       290,250
 5,000 Network Equipment Technologies Inc.*...................       136,875
 5,500 Newbridge Network Corp.*...............................       227,563
14,000 Olicom A/S*............................................       213,500
14,000 Platinum Technology Inc.*..............................       257,250
 8,000 Sofamor/Denek Group, Inc.*.............................       227,000
19,500 System Software Associates, Inc........................       424,125
14,000 20th Century Industries*...............................       278,250
10,000 Total Renal Care Holdings*.............................       295,000
14,000 Utah Medical Products Inc.*............................       277,375
                                                                 -----------
                                                                   5,681,438
                                                                 -----------
         Total Common and Preferred Stocks (cost:  $8,745,812)    10,319,776
                                                                 -----------

Par Value U.S. Government Agency (2.8%)
- ---------
$295,000  Federal National Mortgage Assn.,
            due 1/5/96 (cost:  $294,820) .....................       294,820
                                                                 -----------
               Total Investments (cost: $9,040,632) (100.0%)..   $10,614,596
                                                                 ===========


          *  Indicates non-income producing security.









                 See accompanying notes to financial statements.

U.S. and Overseas Fund

<PAGE>



STATEMENT OF ASSETS AND LIABILITIES
December 31, 1995

ASSETS:
  Investments at market value (cost: $9,040,632) (note 1) .....    $ 10,614,596
  Cash ........................................................           4,285
  Receivables:
    Investment securities sold ................................          20,564
    Dividends .................................................           8,618
    Fund shares sold ..........................................           3,294
                                                                   ------------
       Total assets ...........................................      10,651,357
                                                                   ------------
LIABILITIES:
  Payables:
    Fund shares purchased .....................................         514,681
    Investment securities purchased ...........................         269,125
  Accrued management and distribution fees ....................           9,636
  Accrued expenses ............................................          50,136
                                                                   ------------
       Total liabilities ......................................         843,578
                                                                   ------------
NET ASSETS: (applicable to 1,173,429 outstanding shares:
  250,000,000 shares of $.01 par value authorized) ............    $  9,807,779
                                                                   ============
NET ASSET VALUE, OFFERING AND REDEMPTION PRICE PER SHARE
  ($9,807,779 / 1,173,429) ....................................    $       8.36
                                                                   ============
At December 31, 1995, net assets consisted of:
  Paid-in capital .............................................    $  8,251,242
  Accumulated net realized loss on investments ................         (17,859)
  Net unrealized appreciation on investments and
    foreign currencies ........................................       1,574,396
                                                                   ------------
                                                                   $  9,807,779
                                                                   ============








                 See accompanying notes to financial statements.



U.S. and Overseas Fund

<PAGE>



STATEMENT OF OPERATIONS
Year Ended December 31, 1995



INVESTMENT INCOME:
  Dividends (net of foreign taxes of $6,060) ..................     $    63,812
  Interest ....................................................           3,045
                                                                    -----------
                                                                         66,857
                                                                    -----------
EXPENSES:
  Distribution (note 3) .......................................          96,684
  Investment management (note 3) ..............................          96,092
  Transfer agent ..............................................          40,178
  Professional (note 3) .......................................          34,913
  Registration (note 3) .......................................          32,884
  Custodian ...................................................          31,843
  Shareholder administration (note 3) .........................          19,919
  Interest (note 5) ...........................................           4,645
  Directors ...................................................           2,329
  Other .......................................................          16,360
                                                                    -----------
    Total expenses ............................................         375,847
    Custodian credits (note 4) ................................          (5,612)
    Expenses reimbursed (note 3) ..............................         (27,939)
                                                                    -----------
    Net expenses ..............................................         342,296
                                                                    -----------
    Net investment income (loss) ..............................        (275,439)
                                                                    -----------
REALIZED AND UNREALIZED GAIN ON INVESTMENTS AND FOREIGN CURRENCIES:
  Net realized gain from foreign currency transactions ........           1,302
  Net realized gain from security transactions ................         823,207
  Unrealized appreciation of investments and foreign
     currencies during the period .............................       1,481,881
                                                                    -----------
    Net realized and unrealized gain on investments and
      foreign currencies ......................................       2,306,390
                                                                    -----------
    Net increase in net assets resulting from operations ......     $ 2,030,951
                                                                    ===========









                 See accompanying notes to financial statements.

U.S. and Overseas Fund

<PAGE>



STATEMENT OF CHANGES IN NET ASSETS
For the Years Ended December 31,


<TABLE>
<CAPTION>
                                                                                                       1995                1994
                                                                                                   ------------        ------------
<S>                                                                                                <C>                 <C>
OPERATIONS:
  Net investment income (loss) .............................................................       $   (275,439)       $   (165,116)
  Net realized gain (loss) from foreign currency transactions ..............................              1,302            (209,085)
  Net realized gain from security transactions .............................................            823,207             539,801
  Unrealized appreciation (depreciation) of investments during the period ..................          1,481,881          (1,603,906)
                                                                                                   ------------        ------------
    Net change in net assets resulting from operations .....................................          2,030,951          (1,438,306)
DISTRIBUTIONS TO SHAREHOLDERS:
  Distribution from net realized gains ($.49 and $.49 per share, respectively) .............           (574,671)           (543,721)
CAPITAL SHARE TRANSACTIONS:
  Decrease in net assets resulting from capital share transactions (a) .....................           (102,570)         (1,813,982)
                                                                                                   ------------        ------------
    Total change in net assets .............................................................          1,353,710          (3,796,009)
NET ASSETS:
  Beginning of period ......................................................................          8,454,069          12,250,078
                                                                                                   ------------        ------------
  End of period ............................................................................       $  9,807,779        $  8,454,069
                                                                                                   ============        ============
</TABLE>
- --------------
(a)  Transactions in capital shares were as follows:

<TABLE>
<CAPTION>
                                                                      1995                                     1994
                                                        ---------------------------------         ---------------------------------
                                                           Shares               Value               Shares                Value
                                                        ------------         ------------         ------------         ------------
<S>                                                        <C>               <C>                     <C>               <C>
Shares sold ....................................           1,764,028         $ 13,899,838            2,214,062         $ 18,179,561
Shares issued in reinvestment of
 distributions .................................              64,553              531,253               71,808              506,249
Shares redeemed ................................          (1,848,587)         (14,533,661)          (2,499,029)         (20,499,792)
                                                        ------------         ------------         ------------         ------------
Net decrease ...................................             (20,006)        $   (102,570)            (213,159)        $ (1,813,982)
                                                        ============         ============         ============         ============
</TABLE>



                 See accompanying notes to financial statements.


U.S. and Overseas Fund

<PAGE>



                          Notes to Financial Statements


(1) The Fund is a non-diversified series of common stock of Bull & Bear Funds I,
Inc. (the "Company"),  which is registered  under the Investment  Company Act of
1940, as amended,  as an open-end  management  investment  company.  Bull & Bear
Quality  Growth Fund is the other series of the Company.  The Fund's  investment
objective is to seek the highest  possible  total return on its assets from long
term  growth of capital  and from  income  principally  through a  portfolio  of
securities  of  U.S.  and  overseas  issuers.  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,
investments  in  securities  traded on a national  securities  exchange,  unless
over-the-counter  quotations  for such  securities  are believed to more closely
reflect their fair value,  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,
securities  traded  in the  over-the-counter  market  that  are not on NMS,  and
foreign  securities  are valued at the mean  between  the  current bid and asked
prices.  Securities of foreign  issuers  denominated  in foreign  currencies are
translated into U.S. dollars at prevailing exchange rates. Forward contracts are
marked to market daily and the change in market value is recorded by the Fund as
an  unrealized  gain or loss.  When a  contract  is closed,  the Fund  records a
realized gain or loss equal to the difference  between the value of the contract
at the time it was  opened  and the  value at the time it was  closed.  The Fund
could be exposed to risk if the  counterparties  are unable to meet the terms of
the contracts. Debt obligations with remaining maturities of 60 days or less are
valued at cost adjusted for amortization of premiums and accretion of discounts.
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  $9,058,490,  gross  unrealized  appreciation  and gross  unrealized
depreciation  were  $2,138,349 and $582,243 at December 31, 1995.  Distributions
paid to  shareholders  during the year ended  December  31, 1995 differ from net
realized gains from security  transactions as determined for financial reporting
purposes  principally as a result of the  characterization  of realized  foreign
currency gains (losses) for tax/book purposes and wash sales.

(3) The Fund retains Bull & Bear Advisers, Inc. as its Investment Manager. Under
the  terms  of 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 undertaken  that the operating  expenses of the Fund for
each fiscal year  (including  management  fees but  excluding  taxes,  interest,
brokerage commissions and distribution plan expenses), expressed as a percentage
of average daily net assets,  will not exceed the lowest rate  prescribed by any
state in  which  shares  of the Fund are  qualified  for  sale.  Currently  such
limitation is 2 1/2% of the first $30 million of such assets, 2% of the next $70
million and 1 1/2% of the remaining net assets.  If the Fund's  expenses  exceed
such rates,  the  Investment  Manager  will  reimburse  the Fund for any excess.
Reimbursement for the year ended December 31, 1995 was $27,939. Certain officers
and directors of the Fund are officers and directors of the  Investment  Manager
and Investor Service Center,  Inc. (formerly Bull & Bear Service Center,  Inc.),
the Fund's  Distributor.  For the year ended  December 31,  1995,  the Fund paid
$4,422 to Bull & Bear Securities,  Inc., an affiliate of the Investment Manager,
as  commissions  for brokerage  services.  The Fund  reimbursed  the  Investment
Manager $11,376 for providing certain  administrative and accounting services at
cost during the year ended December 31, 1995.

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 $19,919 for shareholder administration services supplied to
the Fund at cost for the year ended December 31, 1995.

(4)  Purchases and sales of  securities  other than short term notes  aggregated
$20,377,014 and $20,717,304 respectively,  for the year ended December 31, 1995.
Under an  agreement  with the  custodian  bank,  custodian  fees are  reduced by
credits for cash balances.  Such  reductions  amounted to $5,612 during the year
ended December 31, 1995.

(5) The Fund had an  uncommitted  bank line of credit for temporary or emergency
purposes  which  expired.  For the year ended  December 31,  1995,  the weighted
average interest rate was 8.7% based on the balances outstanding during the year
and the

U.S. and Overseas Fund

<PAGE>



weighted average amount outstanding was $47,539.

(6) The Board of Directors has approved an Agreement and Plan of  Reorganization
and Termination (the  "Reorganization  Agreement"),  under which the Bull & Bear
Quality Growth Fund ("Quality  Growth") would be merged into the Fund.  Approval
of the Reorganization Agreement will be submitted to the shareholders of Quality
Growth for their meeting scheduled in April, 1996.


U.S. and Overseas Fund

<PAGE>



FINANCIAL HIGHLIGHTS


<TABLE>
<CAPTION>

                                                                                      Years Ended December 31,
                                                                  -----------------------------------------------------------------
PER SHARE DATA*                                                      1995          1994          1993          1992         1991
                                                                  ----------    ----------    ----------    ----------   ----------
<S>                                                               <C>           <C>           <C>           <C>          <C>
Net asset value at beginning of period ........................   $     7.08    $     8.71    $     7.59    $     8.37   $     7.62
                                                                  ----------    ----------    ----------    ----------   ----------
Income from investment operations:
  Net investment income (loss) ................................         (.23)         (.13)         (.20)          .04          .07
  Net realized and unrealized gain (loss) on investments ......         2.00         (1.01)         2.22          (.25)        1.64
                                                                  ----------    ----------    ----------    ----------   ----------
    Total from investment operations ..........................         1.77         (1.14)         2.02          (.21)        1.71
                                                                  ----------    ----------    ----------    ----------   ----------
Less distributions:
  Distributions from net realized gains on investments ........         (.49)         (.49)         (.90)         (.57)        (.96)
                                                                  ----------    ----------    ----------    ----------   ----------
Net asset value at end of period ..............................   $     8.36    $     7.08    $     8.71    $     7.59   $     8.37
                                                                  ==========    ==========    ==========    ==========   ==========

TOTAL RETURN ..................................................        25.11%       (13.12)%       26.71%        (2.57)%      22.55%
                                                                  ==========    ==========    ==========    ==========   ==========
RATIOS/SUPPLEMENTAL DATA
Net assets at end of period (000's omitted) ...................   $    9,808    $    8,454    $   12,250    $    9,229   $    1,275
                                                                  ==========    ==========    ==========    ==========   ==========

Ratio of expenses to average net assets (a)(b) ................         3.55%         3.53%         3.55%         3.56%        3.56%
                                                                  ==========    ==========    ==========    ==========   ==========
Ratio of net investment income (loss) to average net assets (c)        (2.85)%       (1.65)%       (2.36)%         .51%         .90%
                                                                  ==========    ==========    ==========    ==========   ==========
Portfolio turnover rate .......................................          214%          212%          182%          175%         208%
                                                                  ==========    ==========    ==========    ==========   ==========

</TABLE>

*    Per share net investment income (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.
     The  financial  highlights  for 1991 have been restated to reflect the 100%
     stock dividend effective February 24, 1992.

(a)  Ratio prior to  reimbursement by the Investment  Manager was 3.84%,  3.59%,
     3.69%,  4.09% and 13.35% for the years ended December 31, 1995, 1994, 1993,
     1992, and 1991, respectively.

(b)  Ratio after the reduction of custodian fees under a custodian agreement was
     3.49%. Prior to 1995, such reductions were reflected in the expense ratios.

(c)  Ratio  prior  to  reimbursement  by the  Investment  Manager  was  (3.14)%,
     (1.71)%,  (2.50)%,  (0.02)% and (8.89)%  for the years ended  December  31,
     1995, 1994, 1993, 1992 and 1991, respectively.







U.S. and Overseas Fund

<PAGE>


               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS



The Board of Directors and Shareholders of
  Bull & Bear U.S. and Overseas Fund:


     We have audited the  accompanying  statement of assets and  liabilities  of
Bull & Bear  U.S.  and  Overseas  Fund,  including  the  schedule  of  portfolio
investments as of December 31, 1995, and the related statement of operations for
the year then ended,  the statement 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 audit.

     We conducted  our audit in  accordance  with  generally  accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable  assurance  about  whether the  financial  statements  and  financial
highlights are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  Our  procedures  included  confirmation  of securities  owned as of
December 31, 1995, by  correspondence  with the custodian and brokers.  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 audit  provides a  reasonable  basis for our
opinion.

     In our opinion,  the financial statements and financial highlights referred
to above present fairly,  in all material  respects,  the financial  position of
Bull & Bear U.S. and Overseas  Fund as of December 31, 1995,  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 19, 1996




U.S. and Overseas Fund






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