PROFESSIONALLY MANAGED PORTFOLIOS
40-17F2, 1998-10-20
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                                            Form N-17f-2


Certificate of Accounting of Securities and Similar Investments in the Custody 
                    of Management Investment Companies

                    Pursuant to Rule 17f-2 [17 CFR 270.17f-2]
- - ------------------------------------------------------------------------------
1. Investment Company Act File Number:         Date Examination Completed:
    811-5037                                   June 30, 1998 
- - ------------------------------------------------------------------------------

2.  State Identification Number: N/A

AL   AK   AZ   AR    CA   CO   CT   DE        DC      FL       GA

HI   ID   IL   IN    KS   KY   LA   ME        MD      MA

MI   MN   MS   MO    MT   NE   NV   NH        NJ      NM       NY

NC   ND   OH   OK    OR   PA   RI   SC        SD      TN       TX

UT   VT   VA   WA    WV   WI   WY   PUERTO RICO
- - ------------------------------------------------------------------------------
3.  Exact name of Investment Company as specified in registration statement

     Professionally Managed Portfolios (on behalf of its series designated
     Boston Balanced Fund)

- - ------------------------------------------------------------------------------
4.  Address of principal executive office: (number, street, city, state, zip
    code)

     Professionally Managed Portfolios  Boston Balanced Fund
     479 West 22nd Street                United States Trust Company of Boston
     New York, NY 10011                      40 Court Street
                                                  Boston, MA 02108



<PAGE>
                     United States Trust Company of Boston
                             Investment Management

              Management Statement Regarding Certain Provisions of
                       the Investment Company Act of 1940


We, as members of management  and custodian of Boston Balanced Fund (the
"Fund"),  are responsible for complying with the requirements of subsections (b)
and ( c) of  Rule  17f-2,  "Custody  of  Investments  by  Registered  Management
Investment  Companies,"  of the  Investment  Company  Act of  1940.  We are also
responsible for establishing and maintaining  effective  internal  controls over
compliance  with those  requirements.  We have  performed an  evaluation  of the
Fund's  compliance  with the  requirements  of subsections  (b) and ( c) of Rule
17f-2 as of June 30, 1998. Based on this evaluation, we assert that the Fund was
in compliance with the requirements of subsections (b) and ( c) of Rule 17f-2 of
the  Investment  Company  Act of 1940 as of  June  30,  1998,  with  respect  to
securities reflected in the investment account of the Fund.

United States Trust Company

By:


xLucia Santini
Lucia Santini
Senior Vice President

<PAGE>
                                    ARTHUR ANDERSEN LLP

                           Report of Independent Public Accountants

To the Board of Trustees of Professionally  Managed  Portfolios on behalf of its
series  designated  Boston Balanced Fund and the Securities and Exchange
Commission:

We have examined  management's  assertion about the Boston Balanced Fund's
(the "Fund")  compliance with certain rules under the Investment  Company Act of
1940 (the "Act") as of June 30, 1998,  included in the  accompanying  Management
Statement Regarding Compliance with Certain Provisions of the Act. Management is
responsible   for  the   Fund's   compliance   with  those   requirements.   Our
responsibility  is to express an opinion  on  management's  assertion  about the
Fund's compliance based on our examination.

Our  examination  was  made in  accordance  with  standards  established  by the
American  Institute of Certified Public Accountants and,  accordingly,  included
examining,  on a test basis,  evidence  about the Fund's  compliance  with those
requirements and performing such other procedures as we considered  necessary in
the  circumstances.  Included  among our  procedures  were the  following  tests
performed as of June 30, 1998:

         -Confirmation of all securities held by the Bank of New York

         -Confirmation of money market fund shares held by CoreStates Bank on 
          behalf of SEI Shareholder Services

         -Reconciliation of all such securities to books and records  maintained
          by the United States Trust Company utilizing SEI.

We believe that our examination provides a reasonable basis for our opinion. Our
examination does not provide a legal determination on the Fund's compliance with
specified requirements.

In our opinion,  management's  assertion  that the Fund was in  compliance  with
certain  provisions  of Rule  17f-2  of the Act as of June  30,  1998 is  fairly
stated, in all material respects.

This report is intended  solely for the information and use of management of the
Fund and the Securities  and Exchange  Commission and should not be used for any
other purpose.


                                                     x ARTHUR ANDERSEN LLP

                                                     ARTHUR ANDERSEN LLP

Boston, Massachusetts
September 9, 1998
<PAGE>

                                            Form N-17f-2


Certificate of Accounting of Securities and Similar Investments in the Custody 
                of Management Investment Companies

                    Pursuant to Rule 17f-2 [17 CFR 270.17f-2]
- - ------------------------------------------------------------------------------
1. Investment Company Act File Number:         Date Examination Completed:
    811-5037                                   May 31, 1998 
- - ------------------------------------------------------------------------------

2.  State Identification Number: N/A

AL   AK   AZ   AR    CA   CO   CT   DE        DC      FL       GA

HI   ID   IL   IN    KS   KY   LA   ME        MD      MA

MI   MN   MS   MO    MT   NE   NV   NH        NJ      NM       NY

NC   ND   OH   OK    OR   PA   RI   SC        SD      TN       TX

UT   VT   VA   WA    WV   WI   WY   PUERTO RICO
- - ------------------------------------------------------------------------------
3.  Exact name of Investment Company as specified in registration statement

     Professionally Managed Portfolios (on behalf of its series designated
     Boston Balanced Fund)

- - ------------------------------------------------------------------------------
4.  Address of principal executive office: (number, street, city, state, zip
    code)

     Professionally Managed Portfolios     Boston Balanced Fund
     479 West 22nd Street                  United States Trust Company of Boston
     New York, NY 10011                         40 Court Street
                                                Boston, MA 02108

<PAGE>

                           United States Trust Company of Boston
                              Investment Management

                  Management Statement Regarding Certain Provisions of
                           the Investment Company Act of 1940


We, as members of management  and custodian of Boston Balanced Fund (the
"Fund"),  are responsible for complying with the requirements of subsections (b)
and ( c) of  Rule  17f-2,  "Custody  of  Investments  by  Registered  Management
Investment  Companies,"  of the  Investment  Company  Act of  1940.  We are also
responsible for establishing and maintaining  effective  internal  controls over
compliance  with those  requirements.  We have  performed an  evaluation  of the
Fund's  compliance  with the  requirements  of subsections  (b) and ( c) of Rule
17f-2 as of June 30, 1998. Based on this evaluation, we assert that the Fund was
in compliance with the requirements of subsections (b) and ( c) of Rule 17f-2 of
the  Investment  Company  Act of 1940 as of  May 31,  1998,  with  respect  to
securities reflected in the investment account of the Fund.

United States Trust Company

By:


xLucia Santini
Lucia Santini
Senior Vice President
<PAGE>


                                    ARTHUR ANDERSEN LLP

                           Report of Independent Public Accountants

To the Board of Trustees of Professionally  Managed  Portfolios on behalf of its
series  designated  Boston Balanced Fund and the Securities and Exchange
Commission:

We have examined  management's  assertion about the Boston Balanced Fund's
(the "Fund")  compliance with certain rules under the Investment  Company Act of
1940 (the "Act") as of May 31, 1998,  included in the  accompanying  Management
Statement Regarding Compliance with Certain Provisions of the Act. Management is
responsible   for  the   Fund's   compliance   with  those   requirements.   Our
responsibility  is to express an opinion  on  management's  assertion  about the
Fund's compliance based on our examination.

Our  examination  was  made in  accordance  with  standards  established  by the
American  Institute of Certified Public Accountants and,  accordingly,  included
examining,  on a test basis,  evidence  about the Fund's  compliance  with those
requirements and performing such other procedures as we considered  necessary in
the  circumstances.  Included  among our  procedures  were the  following  tests
performed as of May 31, 1998:

         -Confirmation of all securities held by the Bank of New York

         -Confirmation of money market fund shares held by CoreStates Bank on 
          behalf of SEI Shareholder Services

         -Reconciliation of all such securities to books and records  maintained
          by the United States Trust Company utilizing SEI.

We believe that our examination provides a reasonable basis for our opinion. Our
examination does not provide a legal determination on the Fund's compliance with
specified requirements.

In our opinion,  management's  assertion  that the Fund was in  compliance  with
certain  provisions  of Rule  17f-2  of the Act as of May 31,  1998 is  fairly
stated, in all material respects.

This report is intended  solely for the information and use of management of the
Fund and the Securities  and Exchange  Commission and should not be used for any
other purpose.


                                                     x ARTHUR ANDERSEN LLP

                                                     ARTHUR ANDERSEN LLP

Boston, Massachusetts
<PAGE>
                                  Form N-17f-2


Certificate of Accounting of Securities and Similar Investments in the Custody 
                of Management Investment Companies

                    Pursuant to Rule 17f-2 [17 CFR 270.17f-2]
- - ------------------------------------------------------------------------------
1. Investment Company Act File Number:         Date Examination Completed:
    811-5037                                   October 31, 1997              
- - ------------------------------------------------------------------------------

2.  State Identification Number: N/A

AL   AK   AZ   AR    CA   CO   CT   DE        DC      FL       GA

HI   ID   IL   IN    KS   KY   LA   ME        MD      MA

MI   MN   MS   MO    MT   NE   NV   NH        NJ      NM       NY

NC   ND   OH   OK    OR   PA   RI   SC        SD      TN       TX

UT   VT   VA   WA    WV   WI   WY   PUERTO RICO
- - ------------------------------------------------------------------------------
3.  Exact name of Investment Company as specified in registration statement

     Professionally Managed Portfolios (on behalf of its series designated
     Boston Balanced Fund)

- - ------------------------------------------------------------------------------
4.  Address of principal executive office: (number, street, city, state, zip
    code)

     Professionally Managed Portfolios   Boston Balanced Fund
     479 West 22nd Street                 United States Trust Company of Boston
     New York, NY 10011                       40 Court Street
                                              Boston, MA 02108
<PAGE>

                           United States Trust Company of Boston
                              Investment Management

                  Management Statement Regarding Certain Provisions of
                           the Investment Company Act of 1940


We, as members of management  and custodian of Boston Balanced Fund (the
"Fund"),  are responsible for complying with the requirements of subsections (b)
and ( c) of  Rule  17f-2,  "Custody  of  Investments  by  Registered  Management
Investment  Companies,"  of the  Investment  Company  Act of  1940.  We are also
responsible for establishing and maintaining  effective  internal  controls over
compliance  with those  requirements.  We have  performed an  evaluation  of the
Fund's  compliance  with the  requirements  of subsections  (b) and ( c) of Rule
17f-2 as of October 31, 1997. Based on this evaluation, we assert that the Fund
was in compliance with the requirements of subsections (b) and ( c) of Rule
17f-2 of the  Investment  Company  Act of 1940 as of October 31,  1997,  with
respect  to securities reflected in the investment account of the Fund.

United States Trust Company

By:


xLucia Santini
Lucia Santini
Senior Vice President
<PAGE>


                                    ARTHUR ANDERSEN LLP

                           Report of Independent Public Accountants

To the Board of Trustees of Professionally  Managed  Portfolios on behalf of its
series  designated  Boston Balanced Fund and the Securities and Exchange
Commission:

We have examined  management's  assertion about the Boston Balanced Fund's (the
"Fund")  compliance with certain rules under the Investment  Company Act of 1940
(the "Act") as of October 31, 1997,  included in the  accompanying  Management
Statement Regarding Compliance with Certain Provisions of the Act. Management is
responsible   for  the   Fund's   compliance   with  those   requirements.   Our
responsibility  is to express an opinion  on  management's  assertion  about the
Fund's compliance based on our examination.

Our  examination  was  made in  accordance  with  standards  established  by the
American  Institute of Certified Public Accountants and,  accordingly,  included
examining,  on a test basis,  evidence  about the Fund's  compliance  with those
requirements and performing such other procedures as we considered  necessary in
the  circumstances.  Included  among our  procedures  were the  following  tests
performed as of October 31, 1997:

   

         -Confirmation of all securities held by the Bank of New York

         -Confirmation of money market fund shares held by CoreStates Bank on 
          behalf of SEI Shareholder Services

         -Reconciliation of all such securities to books and records  maintained
          by the United States Trust Company utilizing SEI.

We believe that our examination provides a reasonable basis for our opinion. Our
examination does not provide a legal determination on the Fund's compliance with
specified requirements.

In our opinion,  management's  assertion  that the Fund was in  compliance  with
certain  provisions  of Rule  17f-2  of the Act as of October 31,  1997 is
fairly stated, in all material respects.

This report is intended  solely for the information and use of management of the
Fund and the Securities  and Exchange  Commission and should not be used for any
other purpose.


                                                     x ARTHUR ANDERSEN LLP

                                                     ARTHUR ANDERSEN LLP

Boston, Massachusetts


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