RBB FUND INC
497, 1995-10-03
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                         THE BEA FAMILY OF MUTUAL FUNDS
                      SUPPLEMENT DATED OCTOBER 3, 1995 TO
                       PROSPECTUS DATED DECEMBER 28, 1994

    The  following paragraphs  replace the  first two  paragraphs under  "HOW TO
PURCHASE SHARES -- General" on page 30:

    Shares representing interests in the Portfolios are offered continuously for
sale by  the  Distributor. Except  as  described  below, BEA  Class  Shares  are
currently  available for  purchase only  by investors  who have  entered into an
investment management  agreement  with BEA  or  its affiliates.  Shares  may  be
purchased initially by completing the application and forwarding the application
to  the Fund's transfer agent, PFPC. Purchases of Shares may be effected by wire
to an account to be specified by PFPC  or by mailing a check or Federal  Reserve
Draft,  payable  to the  order  of "The  BEA Family"  c/o  PFPC, P.O.  Box 8950,
Wilmington, Delaware 19899. The name of the Portfolio for which Shares are being
purchased must  also appear  on  the check  or  Federal Reserve  Draft.  Federal
Reserve  Drafts are  available at national  banks or  any state bank  which is a
member of the Federal Reserve System. Initial investments in any Portfolio  must
be  at least $1,000,000, except  shares may be purchased  by existing clients of
BEA or its affiliates or by officers of such existing clients (or those  holding
similar  positions)  with  an  initial  investment  of  at  least  $100,000; all
subsequent investments  for such  persons must  be at  least $1,000.  Subsequent
initial  investments in any other Portfolio must  be at least $100,000. The Fund
reserves the right to reject any purchase order.

    Shares of the Portfolios may be  purchased by officers and employees of  BEA
or  its affiliates  and any  BEA pension  or profit-sharing  plan, without being
subject to the minimum investment  limitation or the requirement that  investors
enter into an investment management agreement.


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