RBB FUND INC
497, 1998-03-25
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                       BOSTON PARTNERS MID CAP VALUE FUND
                      (INSTITUTIONAL AND INVESTOR CLASSES)

                                       OF

                               THE RBB FUND, INC.

                     SUPPLEMENT DATED MARCH 23, 1998 TO THE
           STATEMENT OF ADDITIONAL INFORMATION DATED DECEMBER 1, 1997


         The following is added to page 41 at the end of the section entitled
"Miscellaneous":

         OTHER COMMUNICATIONS. From time to time, references to the Fund may
appear in advertisements and sales literature for certain products or services
offered by the Adviser, its affiliates or others, through which it is possible
to invest in one or more Funds managed by the Adviser.

         The Fund may also from time to time include discussions or
illustrations of the effects of compounding in advertisements. "Compounding"
refers to the fact that, if dividends or other distributions on a Fund
investment are reinvested by being paid in additional Fund shares, any future
income or capital appreciation of a Fund would increase the value, not only of
the original Fund investment, but also of the additional Fund shares received
through reinvestment. As a result, the value of the Fund investment would
increase more quickly than if dividends or other distributions had been paid in
cash.

         The Fund or Adviser may also include discussions or illustrations of
the potential investment goals of a prospective investor, investment management
strategies, techniques, policies or investment suitability of a Fund or that
employed by the Adviser (such as value investing, market timing, dollar cost
averaging, asset allocation, constant ratio transfer, automatic accounting
rebalancing, the advantages and disadvantages of investing in tax-deferred and
taxable instruments), economic conditions, risk and volatility assessments, the
relationship between sectors of the economy and the economy as a whole, various
securities markets, the effects of inflation and historical performance of
various asset classes, including but not limited to, stocks, bonds and Treasury
bills. The Fund or Adviser may also include in such advertisements or
communications additional information concerning the Adviser and/or its
employees or owners, its management philosophies, operating strategies and other
advisory clients, as well as statements about the Adviser attributed to others.
From time to time advertisements or communications to shareholders may summarize
the substance of information contained in shareholder reports (including the
investment composition of the Fund), as well as


<PAGE>



the view of the Adviser or Fund as to current market, economy, trade and
interest rate trends, legislative, regulatory and monetary developments,
investment strategies and related matters believed to be of relevance to the
Fund or an investor generally. The Fund or Adviser may also include in
advertisements charts, graphs or drawings which compare the investment
objective, return potential, relative stability and/or growth possibilities of
the Fund and/or other mutual funds, or illustrate the potential risks and
rewards of investment in various investment vehicles, including but not limited
to, stocks, bonds, Treasury bills and shares of the Fund. In addition,
advertisements or shareholder communications may include a discussion of certain
attributes or benefits to be derived by an investment in the Fund and/or other
mutual funds, shareholder profiles and hypothetical investor scenarios, timely
information on financial management, tax and retirement planning and investment
alternatives to certificates of deposit and other financial instruments. Such
advertisements or communications may include symbols, headlines or other
material which highlight or summarize the information discussed in more detail
therein.



<PAGE>



                      BOSTON PARTNERS LARGE CAP VALUE FUND
                 (INSTITUTIONAL, ADVISOR, AND INVESTOR CLASSES)

                                       OF

                               THE RBB FUND, INC.

                     SUPPLEMENT DATED MARCH 23, 1998 TO THE
           STATEMENT OF ADDITIONAL INFORMATION DATED DECEMBER 1, 1997


         The following is added to page 40 at the end of the section entitled
"Miscellaneous":

         OTHER COMMUNICATIONS. From time to time, references to the Fund may
appear in advertisements and sales literature for certain products or services
offered by the Adviser, its affiliates or others, through which it is possible
to invest in one or more Funds managed by the Adviser.

         The Fund may also from time to time include discussions or
illustrations of the effects of compounding in advertisements. "Compounding"
refers to the fact that, if dividends or other distributions on a Fund
investment are reinvested by being paid in additional Fund shares, any future
income or capital appreciation of a Fund would increase the value, not only of
the original Fund investment, but also of the additional Fund shares received
through reinvestment. As a result, the value of the Fund investment would
increase more quickly than if dividends or other distributions had been paid in
cash.

         The Fund or Adviser may also include discussions or illustrations of
the potential investment goals of a prospective investor, investment management
strategies, techniques, policies or investment suitability of a Fund or that
employed by the Adviser (such as value investing, market timing, dollar cost
averaging, asset allocation, constant ratio transfer, automatic accounting
rebalancing, the advantages and disadvantages of investing in tax-deferred and
taxable instruments), economic conditions, risk and volatility assessments, the
relationship between sectors of the economy and the economy as a whole, various
securities markets, the effects of inflation and historical performance of
various asset classes, including but not limited to, stocks, bonds and Treasury
bills. The Fund or Adviser may also include in such advertisements or
communications additional information concerning the Adviser and/or its
employees or owners, its management philosophies, operating strategies and other
advisory clients, as well as statements about the Adviser attributed to others.
From time to time advertisements or communications to shareholders may summarize
the substance of information contained in shareholder reports (including the
investment composition of the Fund), as well as


<PAGE>



the view of the Adviser or Fund as to current market, economy, trade and
interest rate trends, legislative, regulatory and monetary developments,
investment strategies and related matters believed to be of relevance to the
Fund or an investor generally. The Fund or Adviser may also include in
advertisements charts, graphs or drawings which compare the investment
objective, return potential, relative stability and/or growth possibilities of
the Fund and/or other mutual funds, or illustrate the potential risks and
rewards of investment in various investment vehicles, including but not limited
to, stocks, bonds, Treasury bills and shares of the Fund. In addition,
advertisements or shareholder communications may include a discussion of certain
attributes or benefits to be derived by an investment in the Fund and/or other
mutual funds, shareholder profiles and hypothetical investor scenarios, timely
information on financial management, tax and retirement planning and investment
alternatives to certificates of deposit and other financial instruments. Such
advertisements or communications may include symbols, headlines or other
material which highlight or summarize the information discussed in more detail
therein.



<PAGE>



                            BOSTON PARTNERS BOND FUND
                      (INSTITUTIONAL AND INVESTOR CLASSES)

                                       OF

                               THE RBB FUND, INC.

                     SUPPLEMENT DATED MARCH 23, 1998 TO THE
            STATEMENT OF ADDITIONAL INFORMATION DATED JANUARY 1, 1998

         The following is added to page 48 at the end of the section entitled
"Miscellaneous":

         OTHER COMMUNICATIONS. From time to time, references to the Fund may
appear in advertisements and sales literature for certain products or services
offered by the Adviser, its affiliates or others, through which it is possible
to invest in one or more Funds managed by the Adviser.

         The Fund may also from time to time include discussions or
illustrations of the effects of compounding in advertisements. "Compounding"
refers to the fact that, if dividends or other distributions on a Fund
investment are reinvested by being paid in additional Fund shares, any future
income or capital appreciation of a Fund would increase the value, not only of
the original Fund investment, but also of the additional Fund shares received
through reinvestment. As a result, the value of the Fund investment would
increase more quickly than if dividends or other distributions had been paid in
cash.

         The Fund or Adviser may also include discussions or illustrations of
the potential investment goals of a prospective investor, investment management
strategies, techniques, policies or investment suitability of a Fund or that
employed by the Adviser (such as value investing, market timing, dollar cost
averaging, asset allocation, constant ratio transfer, automatic accounting
rebalancing, the advantages and disadvantages of investing in tax-deferred and
taxable instruments), economic conditions, risk and volatility assessments, the
relationship between sectors of the economy and the economy as a whole, various
securities markets, the effects of inflation and historical performance of
various asset classes, including but not limited to, stocks, bonds and Treasury
bills. The Fund or Adviser may also include in such advertisements or
communications additional information concerning the Adviser and/or its
employees or owners, its management philosophies, operating strategies and other
advisory clients, as well as statements about the Adviser attributed to others.
From time to time advertisements or communications to shareholders may summarize
the substance of information contained in shareholder reports (including the
investment composition of the Fund), as well as the view of the Adviser or Fund
as to current market, economy,


<PAGE>


trade and interest rate trends, legislative, regulatory and monetary
developments, investment strategies and related matters believed to be of
relevance to the Fund or an investor generally. The Fund or Adviser may also
include in advertisements charts, graphs or drawings which compare the
investment objective, return potential, relative stability and/or growth
possibilities of the Fund and/or other mutual funds, or illustrate the potential
risks and rewards of investment in various investment vehicles, including but
not limited to, stocks, bonds, Treasury bills and shares of the Fund. In
addition, advertisements or shareholder communications may include a discussion
of certain attributes or benefits to be derived by an investment in the Fund
and/or other mutual funds, shareholder profiles and hypothetical investor
scenarios, timely information on financial management, tax and retirement
planning and investment alternatives to certificates of deposit and other
financial instruments. Such advertisements or communications may include
symbols, headlines or other material which highlight or summarize the
information discussed in more detail therein.


<PAGE>



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