RBB FUND INC
497, 2000-08-17
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                                     BEDFORD
                             MONEY MARKET PORTFOLIO
                                       OF
                               THE RBB FUND, INC.

                        SUPPLEMENT DATED AUGUST 17, 2000
                                       TO
                        PROSPECTUS DATED DECEMBER 1, 1999

         Capitalized  terms not  defined  in this  Supplement  have the  meaning
assigned to them in the Prospectus.

         The Annual Fund Operating Expenses table for the Money Market Portfolio
is revised as follows:

         ANNUAL FUND OPERATING EXPENSES*
         (Expenses that are deducted from fund assets)

         Management Fees1 ...................................0.36%

         Distribution and service (12b-1) fees...............0.65%

         Other expenses......................................0.13%
                                                             ----

         Total annual fund operating expenses2...............1.14%
                                                             ====

         * The table does not reflect  charges or credits which  investors might
incur if they invest through a financial institution.
         1. BIMC has voluntarily undertaken that a portion of its management fee
will not be imposed on the fund during the current fiscal year ending August 31,
2000.  As a result of the fee waiver,  current  management  fees of the fund are
0.22% of average  daily net assets.  This waiver is expected to remain in effect
for the current  fiscal year.  However,  it is voluntary  and can be modified or
terminated at any time without the fund's consent.
         2. As a result  of the fee  waiver  set forth in note 1,  total  annual
operating  expenses which are estimated to be incurred during the current fiscal
year are 1.00%. Although this fee waiver is expected to remain in effect for the
current  fiscal year,  it is voluntary  and may be terminated at any time at the
option of BIMC.

<PAGE>

EXAMPLE

This example is intended to help you compare the cost of investing in the fund
with the cost of investing in other mutual funds. The example assumes that you
invest $10,000 in the fund for the time periods indicated and then redeem all of
your shares at the end of each period. The example also assumes that your
investment has a 5% return each year and that the fund's operating expenses
remain the same. Although your actual costs may be higher or lower, based on
these assumptions your costs would be:

                         1 YEAR       3 YEARS      5 YEARS       10 YEARS
                         ------       -------      -------       --------

Bedford Shares.........   $116         $362         $628          $1,386


         The  following  sentence  replaces  the fourth  sentence  of the second
paragraph under the heading "Distribution Arrangements" on page 18:

         Effective  August 17,   2000  the  Distributor  has  agreed  to  accept
compensation  for its services  under the  Distribution  Agreement and under the
Plan in the  amount of .65% of the  average  daily net assets of the Class on an
annualized basis in any year.

                                      -2-
<PAGE>

                                     BEDFORD
                        MUNICIPAL MONEY MARKET PORTFOLIO
                                       OF
                               THE RBB FUND, INC.

                        SUPPLEMENT DATED AUGUST 17, 2000
                                       TO
                        PROSPECTUS DATED DECEMBER 1, 1999

         Capitalized  terms not  defined  in this  Supplement  have the  meaning
assigned to them in the Prospectus.

         The Annual Fund Operating Expenses table for the Municipal Money Market
Portfolio is revised as follows:

         ANNUAL FUND OPERATING EXPENSES*
         (Expenses that are deducted from fund assets)

         Management Fees1 ...................................0.35%

         Distribution and service (12b-1) fees...............0.65%

         Other expenses......................................0.21%
                                                             ----

         Total annual fund operating expenses2...............1.21%
                                                             ====

         * The table does not reflect  charges or credits which  investors might
incur if they invest through a financial institution.
         1. BIMC has voluntarily undertaken that a portion of its management fee
will not be imposed on the fund during the current fiscal year ending August 31,
2000.  As a result of the fee waiver,  current  management  fees of the fund are
0.04% of average  daily net assets.  This waiver is expected to remain in effect
for the current  fiscal year.  However,  it is voluntary  and can be modified or
terminated at any time without the fund's consent.
         2. As a result  of the fee  waiver  set forth in note 1,  total  annual
operating  expenses which are estimated to be incurred during the current fiscal
year are 0.90%. Although this fee waiver is expected to remain in effect for the
current  fiscal year,  it is voluntary  and may be terminated at any time at the
option of BIMC.

<PAGE>

EXAMPLE

This example is intended to help you compare the cost of investing in the fund
with the cost of investing in other mutual funds. The example assumes that you
invest $10,000 in the fund for the time periods indicated and then redeem all of
your shares at the end of each period. The example also assumes that your
investment has a 5% return each year and that the fund's operating expenses
remain the same. Although your actual costs may be higher or lower, based on
these assumptions your costs would be:

                           1 YEAR     3 YEARS     5 YEARS     10 YEARS
                           ------     -------     -------     --------
Bedford Shares............  $123       $384        $665         $1,466



         The  following  sentence  replaces  the fourth  sentence  of the second
paragraph under the heading "Distribution Arrangements" on page 18:

         Effective  August 17,   2000  the  Distributor  has  agreed  to  accept
compensation  for its services  under the  Distribution  Agreement and under the
Plan in the  amount of .65% of the  average  daily net assets of the Class on an
annualized basis in any year.

                                      -2-
<PAGE>

                   THE BEDFORD FAMILY MONEY MARKET PORTFOLIOS
                                       OF
                               THE RBB FUND, INC.

                             MONEY MARKET PORTFOLIO
                        MUNICIPAL MONEY MARKET PORTFOLIO
                  GOVERNMENT OBLIGATIONS MONEY MARKET PORTFOLIO

                        SUPPLEMENT DATED AUGUST 17, 2000
                                       TO
                        PROSPECTUS DATED DECEMBER 1, 1999

         Capitalized  terms not  defined  in this  Supplement  have the  meaning
assigned to them in the Prospectus.

         The  Annual  Fund  Operating  Expenses  tables  for the  Money  Market,
Muncipal Money Market and  Government  Obligations  Money Market  Portfolios are
revised as follows:

<TABLE>
<CAPTION>
ANNUAL FUND OPERATING                                                            Government
EXPENSES (Expenses that are                                                      Obligations
deducted from fund assets)*                Money Market     Municipal Money      Money Market
                                           Portfolio        Market Portfolio     Portfolio
                                           ------------     ----------------     ------------
<S>                                            <C>               <C>                <C>
Management Fees1.........................      0.36%             0.35%              0.42%

Distribution and service (12b-1) fees....      0.65%             0.65%              0.65%

Other expenses...........................      0.13%             0.21%              0.11%
                                               ----              ----               ----

Total annual fund operating expenses2....      1.14%             1.21%              1.18%
                                               ====              ====               ====
</TABLE>


         * The table does not reflect  charges or credits which  investors might
incur if they invest through a financial institution.
         1. BIMC has voluntarily undertaken that a portion of its management fee
will not be imposed on the funds  during the current  fiscal year ending  August
31, 2000. As a result of the fee waiver,  current  management  fees of the Money
Market,   Municipal  Money  Market  and  Government   Obligations  Money  Market
Portfolios  are 0.22%,  0.04% and 0.24% of their  respective  average  daily net
assets. This waiver is expected to remain in effect for the current fiscal year.
However,  it is voluntary  and can be modified or terminated at any time without
the fund's consent.
         2. As a result  of the fee  waiver  set forth in note 1,  total  annual
operating  expenses which are estimated to be incurred during the current fiscal
year for the Money Market,  Municipal  Money Market and  Government  Obligations
Money Market Portfolios are 1.00%, 0.90% and 1.00%,

                                      -2-
<PAGE>

respectively.  Although  this fee waiver is expected to remain in effect for the
current  fiscal year,  it is voluntary  and may be terminated at any time at the
option of BIMC.

EXAMPLE

This example is intended to help you compare the cost of investing in the funds
with the cost of investing in other mutual funds. The example assumes that you
invest $10,000 in the funds for the time periods indicated and then redeem all
of your shares at the end of each period. The example also assumes that your
investment has a 5% return each year and that the funds' operating expenses
remain the same. Although your actual costs may be higher or lower, based on
these assumptions your costs would be:
<TABLE>
<CAPTION>

                                                   1 YEAR    3 YEARS      5 YEARS    10 YEARS
                                                   ------    -------      -------    --------
<S>                                                 <C>       <C>          <C>        <C>
Money Market Portfolio..............................$116      $362         $628       $1,386
Municipal Money Market Portfolio....................$123      $384         $665       $1,466
Government Obligations Money Market Portfolio.......$120      $375         $649       $1,432
</TABLE>

         The  following  sentence  replaces  the fourth  sentence  of the second
paragraph under the heading "Distribution Arrangements" on page 28:

         Effective  August 17,   2000  the  Distributor  has  agreed  to  accept
compensation  for its services  under the  Distribution  Agreement and under the
Plans in the  amount of .65% of the  average  daily net  assets of the  relevant
Class on an annualized basis in any year.

                                      -2-
<PAGE>

                           DRINKER BIDDLE & REATH LLP
                                One Logan Square
                              18th & Cherry Streets
                           Philadelphia, PA 19103-6996
                                 (215) 988-2700

                                 August 17, 2000

VIA EDGAR TRANSMISSION
----------------------

Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549

                  Re:      The RBB Fund, Inc. (the "Registrant")
                           REGISTRATION NOS. 33-20827/811-5518
                           -----------------------------------

Ladies and Gentlemen:

          On behalf of the Registrant and pursuant to Rule 497(e) of the
Securities Act of 1933, as amended, transmitted herewith for filing are
supplements dated August 17, 2000 to the Registrant's Bedford Municipal Money
Market, Money Market and Bedford Family Money Market Portfolios' Prospectuses
dated December 1, 1999.

          If you have any questions about the enclosed, please call me at (215)
988-2699.

                                                  Very truly yours,

                                                  /S/ NANCY P. O'HARA
                                                  -------------------
                                                  Nancy P. O'Hara

Enclosure

cc: Michael P. Malloy


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