BULL & BEAR FUNDS I INC
N-30D, 1998-03-10
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U.S. AND OVERSEAS FUND

INVESTING WORLDWIDE
FOR THE HIGHEST POSSIBLE
TOTAL RETURN

ANNUAL REPORT
DECEMBER 31, 1997


                                                             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 -3.29%
compared to a total  return of +.70% for the Global  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 +9.23%,  comparing  more
favorably to the +12.25% for Lipper's Global Funds for the same period. Although
results  for the 12 months  of  +5.64%  were  negatively  impacted  by the first
quarter of the year, we are very encouraged by the improvement  over the balance
of the year.

                               Review and Outlook

        During the second half of 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,  the 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 decline in  intermediate  and long term rates during the second half
of the year began slowly during the summer, despite lingering concerns regarding
the  strength of the  economy,  and  accelerated  during the fall,  as the Asian
financial  crisis took center stage.  Thirty year U.S.  Treasury bonds began the
second half yielding 6.90%,  and closed the year at 5.97%, a decline of almost a
full percentage point. Nevertheless, we continue to believe that monetary policy
is  restrictive,  and the next move by the Federal  Reserve will be to lower the
5.5% Federal Funds rate toward a more neutral stance.

        Declines in interest rates of similar magnitudes to those experienced in
the United  States  took  place in the  capital  markets of many  industrialized
countries in 1997. In many less developed countries,  even greater declines took
place,  prior to the October  depreciation of the Hong Kong Dollar. The disarray
in Asian  financial  markets that began in Thailand in August  extended to Latin
America and East Europe by year end. As of this writing, we are impressed by the
rapid  response of the  International  Monetary Fund to the Asian banking crisis
and by the  commitment  of the  "Group of Seven"  nations to promote a return to
stability in the region.  We believe that many rewarding  opportunities  are now
offered to investors in Asia,  Latin America,  and Eastern Europe.  Our forecast
that the dollar would  continue to  strengthen  last year was correct.  While we
continue to favor  dollar  denominated  investments  in 1998,  we believe that a
potential  increase in the U.S. trade deficit could  moderate  dollar gains this
year  and  look  to  adjust  our  holdings  accordingly.  Given  these  market's
conditions, the Fund's strategy was to remain invested on a global basis,


<PAGE>



generally in highly liquid equity securities of companies with growing earnings.
The Fund sought new  investments  world-wide  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.  To gain access to certain
foreign markets while seeking to minimize risk, expense, and liquidity concerns,
the Fund utilized the  techniques of investing in American  Depository  Receipts
("ADRs") and in single country and regional closed-end investment companies when
available at significant discounts to net asset value.

        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,
October  29,  1987,  followed  by regular  investments  of $100 a month  through
December 31, 1997.  The ending value of $38,153  represented a gain of more than
70% over the $22,200  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 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


U.S. and Overseas Fund

Results of an initial investment of $10,000 with subsequent  investments of $100
a month  from  inception,  10/29/87,  through  12/31/97  with all  distributions
reinvested. Investments for the period total $22,200.


Plot Points:

10/29/87           10,000
12/31/87           10040
12/31/88           12120
12/31/89           14763
12/31/90           14620
12/31/91           19266
12/31/92           19948
12/31/93           26664
12/31/94           24271
12/31/95           31702
12/31/96           34615
12/31/97           38153




<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 U.S. AND OVERSEAS FUND
              Schedule of Portfolio Investments - December 31, 1997

Shares                                                             Market Value
          COMMON STOCKS (92.7%)
          Australia (2.3%)
 2,700    Australia & New Zealand Banking Group Ltd. ADR..........   $88,762
 3,200    Westpac Banking Corporation Ltd. ADR....................   101,600
                                                                     190,362
          Brazil (1.2%)
   870    Telecomunicacoes Brasileiras S.A. ADR...................   101,301

          Canada (24.5%)
37,500    Air Canada, Class A*....................................   356,250
3,100     BCE, Inc................................................   103,269
15,000    Counsel Corporation*....................................   195,000
16,100    Emco Ltd.*..............................................   195,213
 1,900    Imperial Oil Ltd........................................   121,481
11,900    International Comfort Products Corp.*...................    99,662
 2,900    PLEnergy, Inc...........................................   130,500
 3,100    IPSCO, Inc..............................................   119,544
 1,200    Northern Telecom Ltd....................................   106,800
 5,200    Petro-Canada............................................    95,550
 6,000    Royal Bank of Canada....................................   318,000
 2,700    Toronto-Dominion Bank...................................   101,756
 4,700    TransCanada PipeLines Ltd...............................   105,162
                 ................................................. 2,048,187
          Columbia (1.5%)
 2,900    Banco Ganadero S.A. ADR.................................   127,056

          France (2.7%)
 2,600    Rhone-Poulenc S.A. ADR..................................   115,375
 1,900    Total S.A. ADR..........................................   105,450
                 .................................................   220,825
          Ireland (1.4%)
 2,000    Allied Irish Banks PLC ADR..............................   116,000

          Israel (1.9%)
 2,100    American Israeli Paper Mills Ltd........................    88,725
 5,000    Tadiran Telecommunications Ltd..........................    69,375
                                                                     158,100
          Italy (2.4%)
 3,120    Benetton Group S.P.A. ADR...............................   101,790
 1,700    ENI S.P.A. ADR..........................................    97,006
                                                                     198,796
          Japan (3.1%)
   670    Canon, Inc. ADR.........................................    78,222
 1,040    Sony Corp. ADR..........................................    94,380
 1,200    TDK Corporation ADR.....................................    88,200
                 .................................................   260,802

<PAGE>


          Netherlands (3.6%)
 1,040    Akzo Nobel N.V. ADR.....................................    90,350
 3,636    Koninklijke Ahold N.V. ADR..............................    94,991
 1,200    Velcro Industries N.V...................................   115,200
                 .................................................   300,541
          New Zealand (.8%)
 3,200    Fletcher Challenge Building  ADR........................    66,400
   128    Fletcher Challenge Forests..............................     1,072
                 .................................................    67,472
          Spain (1.5%)
 3,900    Banco Bilbao Vizcaya, S.A. ADR..........................   126,019

          United Kingdom (7.3%)
 5,200    B.A.T. Industries PLC ADR...............................    97,500
 2,600    Cadbury Schweppes PLC ADR...............................   107,575
 1,890    Stolt Comex Seaway, S.A.*...............................    94,500
 5,000    Tomkins PLC ADR.........................................    95,625
 3,300    Unilever PLC ADR........................................   113,850
 2,200    WPPGroup PLC ADR........................................    99,275
                                                                     608,325
          United States (38.5%)
   400    Badger Meter, Inc.......................................    16,300
 1,500    Chevron Corporation.....................................   115,500
 8,400    Computalog Ltd.*........................................   134,400
 7,500    Dental Care Alliance, Inc.*.............................    78,750
 5,300    Expeditors International of Washington, Inc.............   204,050
 1,900    Exxon Corp..............................................   116,256
 3,400    General Motors Corporation..............................   206,125
 7,900    GENICOMCorp.*...........................................    90,850
 7,700    Goody's Family Clothing, Inc.*..........................   209,344
 3,300    Ingram Micro Inc.*......................................    96,112
 3,700    Interface, Inc..........................................   107,300
 3,200    Jabil Circuit, Inc.*....................................   127,200
 5,300    Key Energy Group, Inc.*.................................   114,944
 3,400    Lone Star Technologies, Inc.*...........................    96,475
 2,000    MacDermid, Inc..........................................   169,750
 4,200    Mail-Well, Inc.*........................................   170,100
 6,600    MPWIndustrial Services Group, Inc.*.....................    59,400
 4,800    NSGroup, Inc.*..........................................    82,200
 5,400    Paul Harris Stores, Inc.*...............................    54,337
 4,500    Philip Morris Companies Inc.............................   203,906
 5,400    Priority Healthcare Corp.B*.............................    81,675
 4,800    Quorum Health Group, Inc.*..............................   125,400
   216    Raytheon Co. Class A....................................    10,692
 4,000    Rock of Ages Corp.*.....................................    62,000
 2,200    Tower Automotive, Inc.*.................................    92,538
 6,400    Trans World Entertainment Corp.*........................   124,000
 2,500    United Technologies Corp................................   182,031
 1,700    Volt Information Sciences, Inc.*........................    91,588

       ........................................................... 3,223,223
          Total Stocks(cost:$6,938,495)........................    7,747,009
<PAGE>

          Closed-End Funds (6.7%)
 8,600    Emerging Mexico Fund, Inc*...............................   91,375
 7,000    European Warrant Fund, Inc...............................   99,313
10,800    INVESCOGlobal Health Sciences Fund.......................  177,525
 4,400    Mexico Fund..............................................   90,475
14,000    The Turkish Investment Fund, Inc.........................  103,250
               Total Closed-End Funds (cost: $607,299)  ...........  561,938
        
 Par
 Value    U.S. Government Obligations (.6%)
$50,000   U. S. Treasury Bills, due 1/22/98 (cost: $49,848)........   49,848
            Total Investments (cost: $7,595,642) (100.0%)         $8,358,795

*   Indicates non-income producing security.


                 See accompanying notes to financial statements.



<PAGE>




STATEMENT OF ASSETS AND LIABILITIES
December 31, 1997

ASSETS:
   Investments at market value
       (cost: $7,595,642) (note 1)..................................  8,358,795
   Collateral for securities loaned,at market value (note 7)........  2,129,983
   Receivable for securities sold...................................    105,000
   Dividend receivable..............................................     91,826
   Receivable for fund shares sold..................................      1,000
   Other assets.....................................................      1,043
        Total assets................................................        647

LIABILITIES:
   Due to bank......................................................     34,087
   Payables:
       Demand note payable to bank
           (note 5).................................................     19,594
       Fund shares purchased........................................      1,120
   Collateral for securities loaned (note 7)........................  2,129,983
   Accrued expenses.................................................     38,126
   Accrued management and
       distribution fees............................................     19,092
                Total liabilities...................................  2,242,002

NET ASSETS: (applicable to 1,149,191
   outstanding shares: 250,000,000 shares
   of $.01 par value authorized).................................... $8,445,645

NET ASSET VALUE, OFFERING AND
   REDEMPTION PRICE PER SHARE
   ($8,445,645 / 1,149,191)........................................      $7.35

At December 31, 1997, net assets consisted of:
   Paid-in capital.................................................  $7,682,492
   Net unrealized appreciation on investments 
   and foreign currencies...........................                    763,153
                ..................................................   $8,445,645

STATEMENT OF OPERATIONS
Year ended December 31, 1997

INVESTMENT INCOME:
   Dividends (net of foreign taxes of $1,986).....................     $215,437
   Interest     ..................................................       23,595
                ..................................................      239,032
EXPENSES:
   Distribution (note 3)..........................................       91,549
   Investment management (note 3).................................       91,519
   Professional (note 3)..........................................       24,814
   Registration (note 3)..........................................       21,143
   Printing     ..................................................       19,184
   Custodian......................................................       17,625
   Transfer agent.................................................       14,706
   Shareholder administration (note 3)............................       11,055
   Interest (note 5)..............................................        4,711
   Directors    ..................................................        2,151
   Other        ..................................................          598
       Total expenses.............................................      299,055
       Fee reductions (note 4)....................................      (4,805)
       Net expenses...............................................      294,250
       Net investment loss........................................     (55,218)

REALIZED AND UNREALIZED GAIN
   (LOSS) ON INVESTMENTS,
   FOREIGN CURRENCIES AND FUTURES:
   Net realized gain from security
     transactions.................................................      953,347
   Net realized gain from foreign
     currency and futures transactions............................           16
   Unrealized depreciation of investments and foreign 
     currencies during the period....................................  (414,081)
     Net realized and unrealized gain on investments, foreign
        currencies and futures...................................       539,282
     Net increase in net assets resulting from operations.........     $484,064


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

OPERATIONS:                                               1997          1996
   Net investment loss                               $  (55,218)    $ (283,125)
   Net realized gain (loss) from foreign 
   currency and futures transactions                       16           (825)
   Net realized gain from security transactions         953,347      1,218,205
   Unrealized depreciation of investments and 
   foreign currencies during the period                (414,081)      (397,162)
     Net increase in net assets resulting 
     from operations                                     484,064       537,093
DISTRIBUTIONS TO SHAREHOLDERS:
   Distribution from net realized gains ($.97 and 
   $.89 per share, respectively)                      (1,011,463)    (1,009,699)
CAPITAL SHARE TRANSACTIONS:
   Increase (decrease) in net assets resulting 
   from capital share transactions (a)                  (863,088)      500,959
     Total increase (decrease) in net assets          (1,390,487)       28,353
NET ASSETS:
   Beginning of period                                 9,836,132      9,807,779
   End of period                                      $8,445,645     $9,836,132

- --------------

  (a)  Transactions in capital shares were as follows:
                                          1997                1996
                                          ----                ----
                                  Shares       Value      Shares      Value
Shares sold                       60,250    $ 499,924     321,372   $2,801,257
Shares issued in 
acquisition of Fund (note 6)        -            -        230,512    1,924,477
Shares issued in 
reinvestment of distributions    123,585      885,948     113,076     887,646
Shares redeemed                 (277,795)   (2,248,960)  (595,238)  (5,112,421)
  Net increase (decrease)        (93,960)   $(863,088)    69,722   $  500,959

                 See accompanying notes to financial statements.


<PAGE>


                          NOTES TO FINANCIAL STATEMENTS

(1) The Fund is a non-diversified series of common stock of Bull & Bear Funds I,
Inc. (the  "Company"),  a Maryland  corporation  registered under the Investment
Company Act of 1940, as amended, as an open-end  management  investment company.
The Fund's investment  objective is to seek to obtain 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  $7,595,642,  gross  unrealized  appreciation  and gross  unrealized
depreciation  were  $1,016,387 and $253,234 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 the 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  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 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 $23,672
to Bull & Bear  Securities,  Inc., an affiliate of the  Investment  Manager,  as
commissions for brokerage  services.  The Fund reimbursed the Investment Manager
$3,856 for providing  certain  administrative  and  accounting  services at cost
during 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


<PAGE>



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  $11,055 for  shareholder  administration
services supplied to the Fund at cost for the year ended December 31, 1997.


(4)  Purchases and sales of  securities  other than short term notes  aggregated
$17,742,546 and $20,014,270 respectively,  for the year ended December 31, 1997.
The Fund has entered into an  arrangement  with its custodian  whereby  interest
earned on  uninvested  cash  balances  is used to offset a portion of the Fund's
expenses.  During the year,  the Fund's  custodian  fees were  reduced by $4,805
under such arrangements.

(5) The Fund has a committed  bank line of credit.  At December 31, 1997,  there
was a balance  outstanding  of $19,594  and the  interest  rate was equal to the
Federal  Reserve  Funds  Rate plus 1.00  percentage  point.  For the year  ended
December 31, 1997,  the weighted  average  interest  rate was 6.81% based on the
balances   outstanding  during  the  period  and  the  weighted  average  amount
outstanding was $77,931.

(6) On April 26, 1996,  the Fund acquired all of the assets and  liabilities  of
Bull & Bear Quality  Growth  Fund,  in exchange  for 230,512  shares  (valued at
$2,136,916) of the Fund that were  subsequently  distributed to  shareholders of
Bull & Bear  Quality  Growth  Fund.  The exchange had no effect on the net asset
value per share of the Fund.  The net assets of Bull & Bear Quality  Growth Fund
as  of  April  26,  1996,  were  $2,136,916  consisting  of  paid-in-capital  of
$1,924,477,   net  unrealized  appreciation  of  investments  of  $260,306,  and
accumulated net realized loss on investments of $47,867.

(7) As of December 31, 1997,  the Fund loaned  common  stocks  having a value of
$2,064,869 and received cash collateral of $2,129,983 for the loan.



<PAGE>


<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                      $7.91         $8.36          $7.08           $8.71        $7.59
Income from investment operations:
     Net investment loss                                    (.05)         (.24)          (.23)           (.13)         (.20)
     Net realized and unrealized gain (loss) on
             investments                                     .46           .68            2.00           (1.01)        2.22
        Total from investment operations                     .41           .44            1.77           (1.14)        2.02
Less distributions:
   Distributions from net realized gains on investments     (.97)         (.89)           (.49)          (.49)         (.90)
                                                                          
Net asset value at end of period                            $7.35         $7.91          $8.36           $7.08         $8.71    
TOTAL RETURN                                                 5.64%         5.34%         25.11%         (13.12)%       26.71% 
RATIOS/SUPPLEMENTAL DATA                                                                              
Net assets at end of period (000's omitted)                 $8,446        $9,836         $9,808          $8,454       $12,250
Ratio of expenses to average net assets (a) (b)              3.28%         3.20%          3.55%           3.53%        3.55%
Ratio of net investment loss to average net                                                           
assets (c)                                                  (0.63)%       (2.74)%        (2.85)%         (1.65)%      (2.36)%
Portfolio turnover rate                                       205%          255%          214%             212%         182%
Average commission per share                                $.0418        $.0536
</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 prior to reimbursement by the Investment Manager was 3.84%, 3.59%, and
    3.69% for the years ended December 31, 1995, 1994, and 1993, respectively.
(b) Ratio after the custodian fee credits was 3.22% and 3.49% for 1997 and 1995,
    respectively.  Prior to 1995,  such reductions were reflected in the expense
    ratios. There were no custodian fee credits for 1996.
(c) Ratio prior to reimbursement by the Investment Manager was (3.14)%, (1.71)%,
    and  (2.50)%  for the  years  ended  December  31,  1995,  1994,  and  1993,
    respectively.

<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, 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 U.S. and Overseas  Fund 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 U.S. and Overseas Fund ("Fund")

Morgan Stanley Capital International World Index ("MSCI")

Morningstar's World Stock Fund Average ("MSFA")

MSCI is  unmanaged  and fully  invested  in common  stocks.  MSFA is an  equally
weighted  average of 198 world equity mutual  funds.  The Fund may invest in any
type of U.S. or foreign securities,  including Eurodollar securities, and engage
in options,  futures and forward currency  transactions.  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


                    Fund              MSCI                 MSFA
     1/1/88         10000             10000                10000
   12/31/88         10375             12329                11495
   12/31/89         11989             14376                14180
   12/31/90         10956             11930                12610
   12/31/91         13443             14111                15294
   12/31/92         13082             13374                15447
   12/31/93         16576             16383                20194
   12/31/94         14401             17215                19856
   12/31/95         18017             20781                23053
   12/31/96         18980             23583                26946
   12/31/97         20242             27300                29962

Plot Points:

                Final           Total             Average
                Value           Return            Annual Return
                -----           ------            -------------
Fund            $20,066         100.67%           7.21%
MSCI            27,300          173.00            10.56
MSFA            29,962          199.62            11.60

                               1 Year        5 Years         10 Years
U.S. and Overseas Fund
Average Annual Return          5.64%          8.92%            7.21%


U.S. AND OVERSEAS 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



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