TORRAY FUND
N-30D, 1998-08-27
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                                   TRUSTEES
- -------------------------------------------------------------------------
                               Frederick Amling
                                Bruce C. Ellis
                                William M Lane
                                Robert P. Moltz
                               Roy A. Schotland
                                Wayne H. Shaner





                              INVESTMENT ADVISOR
- -------------------------------------------------------------------------
                            The Torray Corporation

                                   OFFICERS

                          Robert E. Torray, President
                        Douglas C. Eby, Vice President
                        William M Lane, Vice President





                                TRANSFER AGENT
- -------------------------------------------------------------------------
                      First Data Investor Services Group
                              3200 Horizon Drive
                      King of Prussia, Pennsylvania 19406
                                1-800-626-9769





                                 LEGAL COUNSEL
- -------------------------------------------------------------------------
                          Morgan, Lewis & Bockius LLP
                              1800 M Street, N.W.
                            Washington, D.C. 20036





                 This report is not authorized for distribution
                  to prospective investors unless preceded or
                      accompanied by a current prospectus.


                                      The
                                    TORRAY
                                     FUND


                              SEMI-ANNUAL REPORT
                                 JUNE 30, 1998








                                THE TORRAY FUND
                                   SUITE 450
                             6610 ROCKLEDGE DRIVE
                           BETHESDA, MARYLAND 20817
                                (301) 493-4600
                                 1-800-443-3036



<PAGE>

THE TORRAY FUND
- --------------------------------------------------------------------------------
LETTER TO SHAREHOLDERS


JULY 30, 1998
- --------------------------------------------------------------------------------

Dear Fellow Shareholders:


     We send  greetings  to you all and a warm  welcome  to  investors  who have
joined us this year.

     The value of The Torray Fund increased 13.3% during the first half of 1998,
bringing  its  return  since  inception  7 1/2  years  ago to  23.2%  compounded
annually.  That number ranks among the top 1% of all mutual  funds.  The results
also exceed our 15% per year  objective  and are more than  double the  historic
return recorded by U.S. stocks.  Although the fund's price has declined over the
last few months,  we see the drop as  temporary.  In a few years it will be long
forgotten. As far as we're concerned,  it's business as usual. Our philosophy is
the same, we are not worrying about anything and we're busier than ever.

     A number of  shareholders  have  called  to ask why our  stock  seems to be
fluctuating  more lately and also why it's  lagging the market so far this year.
I'm sure many of you are wondering the same things.  Since your peace of mind is
very important to us, I want to address these questions  head-on.  First, let me
say that  fluctuations  in the fund's  share price are beyond our  control.  The
stock  market  is  simply  a jumpy  place  and we can't do  anything  about  it.
Furthermore,  we like it that way because volatility creates  opportunity.  When
values fall on  businesses we own, we sometimes buy more. If they rise too much,
we ignore them. Our job would be a lot tougher, and not nearly as satisfying, if
stocks only went up. Your long-term returns would also be lower.

     On the other  point,  I can only say there is no way we can beat the market
every month, quarter or year. In fact, to my knowledge no fund has ever achieved
such a feat. We see our mission as building  shareholder wealth over decades and
it's hard to do that with one eye on the stock ticker. If the reverse were true,
we'd be  selling  the stocks  we're  buying and  chasing  others  that are in an
uptrend.  That's  exactly  what a lot of  funds  do and why 90% of the  industry
underperforms  the averages.  The simple truth is that  strategies  designed for
short-term performance always prove long-term disappointments.
It's the old story -- no free lunch.

     During the first half of 1998 ten stocks accounted for 42% of the return on
the Standard & Poor's 500 Index (7.4 percentage points out of 17.7%).  The other
490 issues were up 10.3% and about  one-third  of those  posted  losses.  Had we
invested just 18% of our assets in the ten  favorites,  The Torray Fund's return
through June 30 would have been 20.7% instead of 13.3%. Among the reasons we did
not is that they trade at an average of 51 times earnings. We're not comfortable
buying or holding stocks at such levels.  A closer look at the market shows that
most stocks


                                       1
<PAGE>

THE TORRAY FUND
- --------------------------------------------------------------------------------
LETTER TO SHAREHOLDERS


JULY 30, 1998
- --------------------------------------------------------------------------------

have  been in a bear  market  for  quite a while.  In view of their  huge  prior
advance,  however,  the decline isn't  surprising.  It also doesn't  concern us.
Salomon Smith Barney  reports that the average New York Stock  Exchange stock as
of July  22nd was down  more  than 24%  from  its 52 week  high.  On the  Nasdaq
over-the-counter  market the typical issue was off 35%.  Salomon also says 5,375
small company  stocks  (market  capitalizations  of less than $250 million) have
dropped 43% and 1,985 valued between $250 million and $2 billion are down 25.4%.
The bottom  line is that  institutional  money has propped up a handful of large
capitalization issues while much of the market has melted away. The multiples on
these big favorites have reached  extraordinary  levels not seen since the early
1970's.  In fact,  many  knowledgeable  people think there are strong  parallels
between the 1972 and 1998 markets.  We see some as well, although not the gloomy
ending. I want to tell you a little about that earlier period because it teaches
lessons that I believe are just as important now as they were then.

     I founded  our  institutional  investment  management  business,  Robert E.
Torray & Co.,  early in 1972.  At the time,  much like today,  a select group of
big, blue chip growth stocks dominated the market  averages.  As some of you may
recall,  they were known as the "nifty fifty" or "one decision" stocks. The "one
decision" was to buy. A few  strategists,  in fact, said the companies were such
great  investments  they couldn't believe anyone would be foolish enough to sell
them.  Institutional  wisdom held that since their growth was assured they could
be bought at any price.  As the year  progressed,  and later in 1973,  these big
favorites  continued  to rise even  though most other  stocks had been  steadily
falling.  At the close of 1972 the S&P 500 was priced at 18.4 times its trailing
12 months'  earnings.  (By  comparison  the  multiple now is 28.1 -- a level not
particularly reassuring to those with a long memory.) Many of the "nifty fifty",
however,  were valued at between 40 and nearly 100 times earnings.  Polaroid,  a
leading  favorite,  sported a P/E ratio of 97,  Disney 85;  McDonald's  82; Avon
Products  63 and  so on.  By  comparison,  three  of  the  current  top  stocks,
Microsoft,  Cisco Systems and Lucent Technologies trade at 68, 102 and 115 times
earnings respectively.

     The  demise  of  "one-decision"  investing  was not  caused  by high  stock
valuations.  They simply made the punishment  worse. In the end, it was the Arab
oil  embargo of 1973 that  doomed the value of stocks and bonds.  As surging oil
prices wrecked the world's cost structure,  business stagnated,  prices spiraled
upward and the market headed south.  Institutions  that had been swept up in the
"one  decision"  mania were  decimated.  Opting for the "other  decision",  they
bailed out


                                       2
<PAGE>

THE TORRAY FUND
- --------------------------------------------------------------------------------
LETTER TO SHAREHOLDERS


JULY 30, 1998
- --------------------------------------------------------------------------------

in droves,  driving  their  favorites  into the ground.  While  market  averages
dropped an  eye-popping  45%,  many smaller  stocks and "nifty fifty" types fell
much  more.  Polaroid  plunged  90%,  Avon and  Disney  86% each,  Xerox 71% and
McDonalds  63%. The irony is that many of these  companies  were just as good as
the "one decisioners"  thought they were. In fact, three of them, Coke,  General
Electric and Disney, have been fantastic  investments and today, 25 years later,
still rank among the institutional favorites. And, remarkably, the P/E ratios on
Coke and G.E.  are  nearly  20% higher now than they were at their peak in 1972.
So, to a large extent,  institutions at the time erred not in their selection of
investments  but in the  prices  they paid for them.  In this  regard we believe
history is  repeating  itself.  While it remains to be seen  whether the current
favorites take a tumble, of this we can be certain: there is no margin of safety
in stocks  priced at such  levels.  If something  goes wrong,  their owners will
suffer.

     Investors  during the 1970's also made the mistake of believing  that human
scheming  can alter the laws of  economics.  Experts,  never  doubting  the Arab
cartel's  staying  power,  confidently  forecasted  that oil was headed to $40 a
barrel  and  within a decade  might  reach  $100.  This  view  gained  such wide
acceptance it eventually  played a major role in the  allocation of the nation's
investment   capital.   While  the  "nifty  fifty"  mania  was   exclusively  an
institutional  phenomenon,  the later energy boom with its numerous  speculative
offshoots  snared not only the  institutions but the public as well. In addition
to oil prices, the value of land, buildings,  commodities, precious metals, rare
coins, art, jewelry and rugs surged.  Gold soared from $97 to $800 an ounce. One
state pension fund, no longer able to resist the temptation,  bought two tons at
the  top.  Silver  exploded  from  $3 to  $50  an  ounce  with  a  boost  from a
multi-billionaire  who tried to corner the market. When the plot failed,  silver
collapsed and the  perpetrator  later fell into  bankruptcy.  Institutions  that
underwrote  the effort were bailed out with a two billion  dollar line of credit
arranged by Paul Volker,  then Chairman of the U.S.  Federal  Reserve  Board.  A
nasty side effect of silver's  new-found luster appeared in the form of burglars
in panel trucks outfitted with propane  burners.  Their mother lode was sterling
flatware and serving  trays which they melted down before  their trucks  cleared
the victims'  neighborhoods.  The climate also spawned leveraged real estate and
oil tax  shelters.  Many of these,  laden  with  shameful  layers of fees,  were
"packaged"  offerings  cobbled together by Wall Street houses in response to the
retail buyer's thirst for profiting from inflation and avoiding taxes. The worst
promised  write-offs of five times the invested capital.  In the end,  virtually
all of these deals produced the opposite of their intended result.


                                       3
<PAGE>

THE TORRAY FUND
- --------------------------------------------------------------------------------
LETTER TO SHAREHOLDERS


JULY 30, 1998
- --------------------------------------------------------------------------------

     In retrospect,  it is remarkable how many people were swayed by the popular
investment  themes of the day,  and how few  considered  the logic on which they
rested.  This is an  important  point for us to remember  today.  The history of
cartels, for instance,  would have discouraged the idea that oil had no place to
go but up. No one seemed to question the myriad studies purporting to prove that
the supply of oil would be largely depleted in four or five decades.  These lent
support  to the  conviction  that as  supplies  shrank  the  price of  remaining
reserves could be easily dictated. This belief, though dear to the hearts of oil
and gas promoters,  was nevertheless false. The artificial  shortages and higher
prices encouraged conservation and the search for alternatives.  Exploration and
production  outside of the  cartel  surged  worldwide.  As these  forces  gained
traction the cartel began to unravel. Today, even though demand exceeds the most
aggressive  projections made at the height of the crisis,  the world is awash in
oil and prices adjusted for inflation are near their all-time low.  According to
British  Petroleum's  latest  statistical survey of world prices, oil in today's
dollars  traded as high as $82 a barrel in 1864,  $58 in 1871,  $45 in 1875, $25
between 1895 and 1900,  $25 in 1920, $35 in 1975 and $57 in 1982. It touched $30
in 1985, $22 last year and currently averages about $10 worldwide.

     Now,  25 years  later,  memories  of the era have  faded.  Many Wall Street
executives  of the day have passed away or retired.  Today's  typical  portfolio
manager  was then only four years old. I was 35, not 61. As I am fond of saying,
it seems  like only  yesterday.  Yet the  lessons  these  events  teach  endure.
Foremost  among them is that the human mind,  remarkable in so many ways,  seems
unable  to  reason  logically  when  confronted  by  mass  psychology.  This  is
especially  true where money is involved.  Without  belaboring the point, I will
simply say that every  popular  investment  concept this era spawned  eventually
produced  terrible  results.  The abusive oil and real estate tax shelters  were
disallowed at great cost to their  owners.  Gold has fallen from $800 to $285 an
ounce,  its  lowest  price in 20 years.  Silver is down from $50 to $5 an ounce.
Other commodities and most  collectibles  have proven  disappointing as well. By
contrast, the stocks so many sold are worth about nine times their highs of 1972
and seventeen times their lows of 1974.

     I have recounted this story to illustrate  that over time the system works.
One of my favorite sayings is "things that can't happen won't".  In this context
it means no matter  how bad the  situation,  society  won't  preside  at its own
funeral.  Excluding the depression,  the market collapse of 1973-74 is the worst
on record.  Yet people who acted  rationally were not hurt at all. Those able to
buy during the period were  handsomely  rewarded.  The  downturn  lasted only 18
months.


                                       4
<PAGE>

THE TORRAY FUND
- --------------------------------------------------------------------------------
LETTER TO SHAREHOLDERS


JULY 30, 1998
- --------------------------------------------------------------------------------

After that,  the market took off.  With a few  exceptions,  it has been going up
ever since.  Investors who sold stocks to buy gold, silver, coin collections and
tax shelters  lost.  Believers in "the system" won. I hope you will keep this in
mind if you find yourself  worrying about the market or the price of your Torray
Fund  shares.  If you stay the course,  even a downturn of several  years -- and
there may be one --  should  have  little  effect  on your  long-term  financial
well-being.  In fact,  for  anyone in an  accumulating  phase of life,  slumping
markets are a tremendous advantage. In the end, your retirement assets will be a
lot  bigger if  periodic  contributions  are  sometimes  invested  at low prices
instead of always into a rising market.

     Before  concluding,  I want to say a few things about the current financial
scene. Earlier I noted there are no mutual funds that always beat the market. In
spite of this  fact,  propaganda  from Wall  Street and the media  continues  to
suggest  otherwise.  We are  inundated  with news of which funds are leading the
market and their  managers'  latest  strategies.  Performance is reported by the
day, week,  month,  year,  three years,  five years and for those that have been
around that long,  ten years.  One major  weekly  financial  publication's  fund
statistics  section  looks like the daily  racing  form.  In  countless  others,
results are compared fund to fund, category to category and fund and category to
the market. Similar attention is focused on individual stocks, indices of stocks
and markets around the world. The relative  performance of Exchange stocks,  the
Nasdaq list and Russell  2000 is  scrutinized  for clues as to which area of the
market -- small, medium or large capitalization stocks -- might do better in the
immediate future. U.S., Japanese, British, German, French and smaller markets as
well as indexes in Europe,  Asia,  the Pacific Rim and so on are compared one to
the other as if some meaning  could be found in the  relationship  of the prices
alone. A blizzard of opinions from  brokerage  firms and the media advises which
funds  will be  "sizzling"  or "hot" for the new year,  how to  re-balance  your
mutual fund  portfolio,  or why "Fund X" should do better  since its manager has
trimmed the portfolio from 632 stocks to 497.

     On another  score,  the industry keeps creating new funds even though there
are already more funds than stocks.  According to Arthur Lipper and Co., America
is home to 9,300 mutual funds. Sixty-three percent did not exist five years ago.
Last year,  1,736 emerged and about 600 more have surfaced during the first half
of this year. The average fund holds 134 stocks.  Many investors own five to ten
funds.  Even allowing for duplication this means a lot of people have a position
in at least 1,000  stocks.  Investors  sometimes  trade  funds  while  portfolio
managers trade


                                       5
<PAGE>

THE TORRAY FUND
- --------------------------------------------------------------------------------
LETTER TO SHAREHOLDERS


JULY 30, 1998
- --------------------------------------------------------------------------------

the  stocks  in  those  funds.  Fund  turnover  is near  90%,  and 90% of  funds
underperform  the market.  If you didn't know better  you'd think it was a joke.
The chances that this  perpetual  motion machine will add value for the investor
are, to borrow a line,  about the same as a cyclone  blowing through a junk yard
making a Boeing 747.

     When most people think of risk it seems they imagine the market going down.
But that only stings for a while. The real risk, excluding the big one -- buying
bad  businesses  --  lies in what I have  just  described:  overdiversification,
trading,  with its attendant tax bills, and the grind of fees and other expenses
that attach to so many of today's investment  products and programs.  Over a few
decades,  these  factors  can  easily  reduce  your  nest  egg  by  one-half  to
two-thirds.  One of the nation's top  metropolitan  daily  newspapers  has run a
feature for the last five years showing how five well-known  investment advisors
would invest a hypothetical  retirement savings account in mutual funds. Each of
the managed  portfolios  typically  contains six to twelve funds. The funds that
don't perform are eliminated and replaced by others.  Weightings among the funds
are also  changed.  These  experts are as  knowledgeable  about  mutual funds as
anyone in the country.  Their results,  however, are shocking. The competition's
sponsor  recently  disclosed that the group had achieved a 104.7% average return
over five years.  During the same period the S&P 500  advanced  about 187%.  The
different  portfolios  trailed  the  market  by 46%,  56%,  74%,  94%  and  145%
respectively.  Furthermore, fund sales charges, if applicable, were not deducted
and presumably the managers  charged no fees,  which, of course,  would not have
been the case in the real world.  Imagine the cost to investors of such relative
results over 20 or 30 years. But, why should we be surprised? The pros have been
angling in a pond where 90% of the fish weigh less than  average.  Beyond  that,
they keep throwing them back before they are weighed. If professionals can't win
this game, no one can.  Buying half a dozen or more funds and then  periodically
"re-balancing"  the list -- Wall  Street's  euphemism  for  churning -- makes no
sense.  We think  investors will  substantially  improve their prospects if they
tune out the background  noise,  try not to watch the market too much and simply
buy a few funds managed by experienced  people with good reputations.  The funds
selected should follow a sound philosophy,  have a solid long-term  record,  low
turnover, reasonable expenses and not too much diversification.

     In closing,  I want to let you know that  shareholders  who already  have a
$10,000 account in The Torray Fund will be able to open additional accounts with
a $2,000  minimum.  We have also decided to reduce the  reinvestment  minimum to
$500. These changes are in response to


                                       6
<PAGE>

THE TORRAY FUND
- --------------------------------------------------------------------------------
LETTER TO SHAREHOLDERS


JULY 30, 1998
- --------------------------------------------------------------------------------

many  requests  we have  received,  and  also to our  conviction  that  the best
financial results are achieved by periodic investment over many years.

     On behalf of my partners Doug Eby and Bill Lane,  our  wonderful  staff and
your  Board of  Trustees,  I want to thank each of you for your  confidence  and
trust. You can be certain that your welfare is our top priority.

                                        Sincerely,

                                        /s/ Robert E. Torray
                                        ----------------------
                                        Robert E. Torray
                                        President
                                        The Torray Corporation

                                       7
<PAGE>

THE TORRAY FUND
- --------------------------------------------------------------------------------
PERFORMANCE DATA


AS OF JUNE 30, 1998 (UNAUDITED)
- --------------------------------------------------------------------------------

   TOTAL RATES OF RETURN ON AN INVESTMENT IN THE TORRAY FUND VS. THE S&P 500

                    For the calendar years or periods ended:


<TABLE>
<S>               <C>         <C>         <C>        <C>        <C>         <C>         <C>         <C>          <C>
                       1991        1992       1993       1994        1995        1996        1997     06/30/98   7 1/2 Years
                       ----        ----       ----       ----        ----        ----        ----     --------   -------------
THE TORRAY FUND       19.98%      21.04%      6.37%      2.41%      50.41%      29.09%      37.12%       13.34%  377.46%
S&P 500               30.48%       7.66%     10.09%      1.30%      37.54%      22.98%      33.36%       17.71%  315.97%
</TABLE>

                                    [GRAPH]

Returns on both The Torray Fund and the S&P 500 assume reinvestment of all
dividends and distributions.

Fund returns are after all expenses. Past performance is not predictive of
future results.


                                       8
<PAGE>

THE TORRAY FUND
- --------------------------------------------------------------------------------
PERFORMANCE DATA


AS OF JUNE 30, 1998 (UNAUDITED)
- --------------------------------------------------------------------------------

 CHANGE IN VALUE OF $10,000  INVESTED  ON  DECEMBER  31, 1990 (COMMENCEMENT OF
                                OPERATIONS) TO:



<TABLE>
<CAPTION>
                     12/31/91     12/31/92     12/31/93     12/31/94     12/31/95     12/31/96     12/31/97     06/30/98
                    ----------   ----------   ----------   ----------   ----------   ----------   ----------   ---------
<S>                 <C>          <C>          <C>          <C>          <C>          <C>          <C>          <C>
THE TORRAY FUND     $11,999      $14,523      $15,448      $15,821      $23,796      $30,719      $42,122      $47,743
S&P 500             $13,048      $14,047      $15,465      $15,666      $21,547      $26,499      $35,339      $41,598
</TABLE>

                                    [GRAPH]

Returns on both The Torray Fund and the S&P 500 assume reinvestment of all
dividends and distributions.

Fund returns are after all expenses. Past performance is not predictive of
future results.

                          AVERAGE ANNUAL TOTAL RETURNS

                       (for periods ended June 30, 1998)


<TABLE>
<S>               <C>         <C>         <C>         <C>         <C>         <C>         <C>         <C>
                  1 Year      2 Years     3 Years     4 Years     5 Years     6 Years     7 Years     7 1/2 years
                  ---------   ---------   ---------   ---------   ---------   ---------   ---------   -------------
THE TORRAY FUND   37.17%      36.06%      35.41%      32.70%      26.46%      23.68%      22.91%      23.17%
S&P 500           30.16%      32.41%      30.24%      29.18%      23.08%      21.45%      20.27%      20.93%
</TABLE>

                                       9
<PAGE>

THE TORRAY FUND
- --------------------------------------------------------------------------------
SCHEDULE OF INVESTMENTS


AS OF JUNE 30, 1998 (UNAUDITED)
- --------------------------------------------------------------------------------


<TABLE>
<CAPTION>
           PRINCIPAL AMOUNT
              OR SHARES                                                  MARKET VALUE
          -----------------                                             --------------
<S>                                      <C>                 <C>                                       <C>
U.S. GOVERNMENT OBLIGATIONS   4.79%
             545,000          U.S. Treasury Bill 5.28% due 09/17/98     $    539,238
           6,950,000          U.S. Treasury Bill 5.15% due 10/01/98        6,861,727
             780,000          U.S. Treasury Bill 5.16% due 10/08/98          769,339
          11,885,000          U.S. Treasury Bill 5.34% due 10/15/98       11,710,025
           4,530,000          U.S. Treasury Bill 5.10% due 10/22/98        4,459,046
           5,205,000          U.S. Treasury Bill 5.15% due 10/29/98        5,120,852
           2,890,000          U.S. Treasury Bill 5.11% due 11/05/98        2,838,921
          15,500,000          U.S. Treasury Bill 5.33% due 11/12/98       15,209,218
           8,525,000          U.S. Treasury Bill 5.26% due 12/10/98        8,330,501
           5,740,000          U.S. Treasury Bill 5.12% due 12/24/98        5,597,992
           5,575,000          U.S. Treasury Bill 5.29% due 03/04/99        5,381,473
           8,430,000          U.S. Treasury Bill 5.26% due 04/01/99        8,102,778
                                                                        ------------
TOTAL U.S. GOVERNMENT OBLIGATIONS                                         74,921,110
 (amortized cost $74,943,315)                                           ------------

COMMON STOCK   95.40%
    18.00% FINANCIAL SERVICES
           2,542,300          SLM Holding Corporation                    124,572,700
             646,000          J.P. Morgan & Company                       75,662,750
             768,679          Travelers Group, Inc.                       46,601,164
             304,100          American Express Company                    34,667,400
                                                                        ------------
                                                                         281,504,014
    15.94% COMMUNICATIONS EQUIPMENT
           2,066,000          Hughes Electronics Corporation*             97,360,250
           2,852,000          Loral Space & Communication Ltd.*           80,569,000
             815,000          Motorola, Inc.                              42,838,438
             500,000          PanAmSat Corporation*                       28,437,500
                                                                        ------------
                                                                         249,205,188
     8.43% AEROSPACE/DEFENSE/ELECTRONICS
             715,100          Northrop Grumman Corporation                73,744,688
             645,000          Boeing Company                              28,742,813
             320,000          General Dynamics Corporation                14,880,000
             250,830          Raytheon Company Class A                    14,454,079
                                                                        ------------
                                                                         131,821,580
</TABLE>

                                       10
<PAGE>

THE TORRAY FUND
- --------------------------------------------------------------------------------
SCHEDULE OF INVESTMENTS


AS OF JUNE 30, 1998 (UNAUDITED)
- --------------------------------------------------------------------------------


<TABLE>
<CAPTION>
7.69% HEALTHCARE
<S>          <C>              <C>                                         <C>
             791,000          Boston Scientific Corporation*              56,655,375
             600,000          Amgen, Inc.*                                39,225,000
             381,900          St. Jude Medical, Inc.*                     14,058,694
             331,200          Tenet Healthcare Corporation*               10,350,000
                                                                          ----------
                                                                         120,289,069
7.63% CONSUMER PRODUCTS
             825,000          Kimberly-Clark Corporation                  37,846,875
           1,600,400          Callaway Golf Company                       31,507,875
             258,000          Ralston Purina Company                      30,137,625
             365,000          International Home Foods, Inc.*              8,303,750
             180,000          Mattel, Inc.                                 7,616,250
             194,000          Dreyer's Grand Ice Cream, Inc.               3,904,250
                                                                         -----------
                                                                         119,316,625
6.97% BANKING
             740,000          Banc One Corporation                        41,301,250
             520,400          Mellon Bank Corporation                     36,232,850
             147,800          Citicorp                                    22,059,150
             194,368          First American Corporation (Tenn)            9,353,960
                                                                         -----------
                                                                         108,947,210
6.47% COMPUTER SYSTEMS & INTEGRATION
           2,070,000          Electronic Data Systems Corporation         82,800,000
             160,000          IBM Corporation                             18,370,000
                                                                         -----------
                                                                         101,170,000
5.36% LONG DISTANCE/TELECOMMUNICATIONS
           1,466,000          AT&T Corporation                            83,745,250
5.22% CHEMICALS
             790,000          duPont (E.I.) de Nemours                    58,953,750
             473,800          Morton International, Inc.                  11,845,000
             175,000          Eastman Chemical Company                    10,893,750
                                                                         -----------
                                                                          81,692,500
4.20% MEDIA & ENTERTAINMENT
           3,370,000          United States Satellite
                                Broadcasting Co., Inc.*                   39,386,875
             597,600          MediaOne Group, Inc.*                       26,257,050
                                                                         -----------
                                                                          65,643,925
</TABLE>

                                       11
<PAGE>

THE TORRAY FUND
- --------------------------------------------------------------------------------
SCHEDULE OF INVESTMENTS


AS OF JUNE 30, 1998 (UNAUDITED)
- --------------------------------------------------------------------------------


<TABLE>
<CAPTION>
3.41% AGRICULTURAL PRODUCTS
<S>                                       <C>           <C>
           2,752,600          Archer Daniels Midland Company              53,331,625
3.22% INDUSTRIAL MACHINERY
             754,100          Illinois Tool Works, Inc.                   50,289,044
1.66% CONSTRUCTION MATERIALS
             565,100          Nucor Corporation                           25,994,600
1.20% PACKAGING
             395,000          Crown Cork and Seal Company, Inc.           18,762,500
                                                                          ----------
TOTAL COMMON STOCK   95.40%                                            1,491,713,130
 (cost $ 1,275,831,764)                                                -------------

TOTAL PORTFOLIO SECURITIES   100.19%                                   1,566,634,240
 (amoritized cost $ 1,350,775,079)

OTHER ASSETS LESS LIABILITIES   (0.19%)                                   (3,048,364)
                                                                       -------------
NET ASSETS   100.00%                                                 $ 1,563,585,876
                                                                     ===============
</TABLE>

TOP 10 HOLDINGS

<TABLE>
<S>                                               <C>
       1. SLM Holding Corporation                  6. J.P. Morgan & Company
       2. Hughes Electronics Corporation           7. Northrop Grumman Corporation
       3. AT&T Corporation                         8. duPont (E.I.) de Nemours
       4. Electronic Data Systems Corporation      9. Boston Scientific Corporation
       5. Loral Space & Communications Ltd.       10. Archer Daniels Midland Company
</TABLE>

*non-income producing securities

SEE NOTES TO THE FINANCIAL STATEMENTS.

                                       12
<PAGE>

THE TORRAY FUND
- --------------------------------------------------------------------------------
STATEMENT OF ASSETS AND LIABILITIES


AS OF JUNE 30, 1998 (UNAUDITED)
- --------------------------------------------------------------------------------


<TABLE>
<S>                                                        <C>
     ASSETS
        Investments in securities at value
          (amortized cost $1,350,775,079)                    $  1,566,634,240
        Receivable for securities sold                                790,710
        Interest and dividends receivable                           1,741,443
        Cash                                                            8,350
                                                             ----------------
        TOTAL ASSETS                                            1,569,174,743
                                                             ----------------
     LIABILITIES
        Payable for securities purchased                            1,660,585
        Accrued expenses                                            3,928,282
                                                             ----------------
        TOTAL LIABILITIES                                           5,588,867
                                                             ----------------
     NET ASSETS                                              $  1,563,585,876
                                                             ================

        Shares of beneficial interest ($1 stated value,
          40,841,740 shares outstanding, unlimited
          shares authorized)                                 $     40,841,740
        Paid-in-capital in excess of par                        1,271,563,196
        Undistributed net investment income                               831
        Undistributed net realized gains                           35,320,948
        Net unrealized appreciation of investments                215,859,161
                                                             ----------------
     NET ASSETS                                              $  1,563,585,876
                                                             ================
        PER SHARE                                            $          38.28
                                                             ================
</TABLE>

SEE NOTES TO THE FINANCIAL STATEMENTS.

                                       13
<PAGE>

THE TORRAY FUND
- --------------------------------------------------------------------------------
STATEMENT OF OPERATIONS


FOR THE SIX MONTHS ENDED JUNE 30, 1998 (UNAUDITED)
- --------------------------------------------------------------------------------


<TABLE>
<S>                                          <C>           <C>
     INVESTMENT INCOME
        Interest income                                     $   2,891,857
        Dividend income                                         6,445,469
                                                            -------------
        Total income                                            9,337,326
                                                            -------------
     EXPENSES
        Management fees                                         5,718,239
        Other expenses:
        Legal fees                            $ 18,029
        Transfer agent fees                    215,707
        Audit fees                              10,000
        Registration & filing fees             206,575
        Custodian's fees                        42,697
        Trustees' fees                          18,125
        Printing, postage and mailing           67,449
        Insurance                                1,168
                                              --------
  Total other expenses                                            579,750
                                                            -------------
        Total expenses                                          6,297,989
                                                            -------------
     NET INVESTMENT INCOME                                      3,039,337
                                                            -------------
     REALIZED AND UNREALIZED GAIN
       ON INVESTMENTS
        Net realized gain on investments                       35,320,948
        Net change in unrealized gain                          77,925,020
                                                            -------------
        Net gain on investments                               113,245,968
                                                            -------------
     NET INCREASE IN NET ASSETS
       FROM OPERATIONS                                      $ 116,285,305
                                                            =============
</TABLE>

SEE NOTES TO THE FINANCIAL STATEMENTS.

                                       14
<PAGE>

THE TORRAY FUND
- --------------------------------------------------------------------------------
STATEMENT OF CHANGES IN NET ASSETS



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


<TABLE>
<CAPTION>
                                                     SIX MONTHS ENDED
                                                         06/30/98           YEAR ENDED
                                                       (UNAUDITED)           12/31/97
                                                   -------------------   ----------------
<S>                                                <C>                   <C>
     INCREASE IN NET ASSETS FROM OPERATIONS:
        Net investment income                        $     3,039,337      $   1,613,655
        Net realized gain on investments                  35,320,948         10,014,391
        Net change in unrealized gain                     77,925,020        108,257,485
                                                     ---------------      -------------
          Net increase in net assets from
           operations                                    116,285,305        119,885,531
     DISTRIBUTIONS TO SHAREHOLDERS FROM:
        Net investment income ($0.082 and
          $0.130 per share, respectively)                 (3,038,604)        (1,613,557)
        Net realized gains ($0.576 per share)                      0        (10,014,391)
                                                     ---------------      -------------
          Total distributions                             (3,038,604)       (11,627,948)
     SHARES OF BENEFICIAL INTEREST
        Increase from share transactions                 841,802,257        383,686,314
                                                     ---------------      -------------
          Total increase                                 955,048,958        491,943,897


     NET ASSETS -- BEGINNING OF PERIOD                   608,536,918        116,593,021
                                                     ---------------      -------------
     NET ASSETS -- END OF PERIOD (including
       undistributed net investment income of
       $831 and $98, respectively)                   $ 1,563,585,876      $ 608,536,918
                                                     ===============      =============
</TABLE>

SEE NOTES TO THE FINANCIAL STATEMENTS.

                                       15
<PAGE>

THE TORRAY FUND
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS


FOR A SHARE OUTSTANDING FOR:
- --------------------------------------------------------------------------------

PER SHARE DATA




<TABLE>
<CAPTION>
                                   SIX MONTHS
                                     ENDED
                                    06/30/98
                                  (UNAUDITED)
                                ---------------
<S>                             <C>
NET ASSET VALUE,
 BEGINNING OF PERIOD               $ 33.850
  Income From Investment
   Operations
  Net Investment Income               0.118
  Net Gains on Securities
   (both realized and
   unrealized)                        4.394
                                   ----------
  Total from Investment
   Operations                         4.512
  Less Distributions
  Dividends (from Net
   Investment Income)                (0.082)
  Distributions (from Capital
   Gains)                             0.000
                                   ----------
  Total Distributions                (0.082)
NET ASSET VALUE,
 END OF PERIOD                     $ 38.280
TOTAL RETURN(3)                       13.34%
RATIOS/SUPPLEMENTAL DATA
  Net Assets, End of Period
   (000's omitted)               $1,563,586
  Ratio of Expenses to Average
   Net Assets                          1.09%(1)
  Ratio of Net Income to
   Average Net Assets                  0.53%(1)
  Portfolio Turnover Rate              7.20%
  Average Actual Commission
   Paid Per Share(4)              $  0.0629
</TABLE>

<TABLE>
<CAPTION>
                                                                  YEARS ENDED DECEMBER 31:
                                ---------------------------------------------------------------------------------------------
                                     1997          1996         1995         1994         1993         1992          1991
                                ------------- ------------- ------------ ------------ ------------ ------------ -------------
<S>                             <C>           <C>           <C>          <C>          <C>          <C>          <C>
NET ASSET VALUE,
 BEGINNING OF PERIOD            $  25.220      $ 20.110      $ 13.755    $  14.273    $  13.743    $  11.514     $   9.999
  Income From Investment
   Operations
  Net Investment Income             0.130         0.186         0.215        0.213        0.122        0.180         0.232
  Net Gains on Securities
   (both realized and
   unrealized)                      9.206         5.642         6.674        0.130        0.745        2.229         1.728
                                  --------      --------      --------    ---------    ---------    ---------     ---------
  Total from Investment
   Operations                       9.336         5.828         6.889        0.343        0.867        2.409         1.960
  Less Distributions
  Dividends (from Net
   Investment Income)              (0.130)       (0.187)       (0.214)      (0.213)      (0.122)      (0.180)       (0.233)
  Distributions (from Capital
   Gains)                          (0.576)       (0.531)       (0.320)      (0.648)      (0.215)      (0.000)       (0.212)
                                  --------      --------      --------    ---------    ---------    ---------     ---------
  Total Distributions              (0.706)       (0.718)       (0.534)      (0.861)      (0.337)      (0.180)       (0.445)
NET ASSET VALUE,
 END OF PERIOD                  $  33.850      $ 25.220      $ 20.110    $  13.755    $  14.273    $  13.743     $  11.514
TOTAL RETURN(3)                     37.12%        29.09%        50.41%        2.41%        6.37%       21.04%        19.98%
RATIOS/SUPPLEMENTAL DATA
  Net Assets, End of Period
   (000's omitted)              $ 608,537     $ 116,593     $  50,744    $  23,362    $  19,666    $  10,298     $   4,423
  Ratio of Expenses to Average
   Net Assets                        1.13%         1.25%         1.25%        1.25%        1.25%        1.25%         1.25%
  Ratio of Net Income to
   Average Net Assets                0.47%         0.87%         1.31%        1.51%        0.94%        1.54%         2.43%
  Portfolio Turnover Rate           11.72%        20.95%        22.56%       36.63%       29.09%       37.09%        21.17%
  Average Actual Commission
   Paid Per Share(4)             $ 0.0737     $  0.0871     $  0.0813         n/a           n/a          n/a          n/a



<CAPTION>
                                    14 DAYS
                                     ENDED
                                   12/31/90
                                --------------
<S>                             <C>
NET ASSET VALUE,
 BEGINNING OF PERIOD            $ 10.000
  Income From Investment
   Operations
  Net Investment Income            0.005
  Net Gains on Securities
   (both realized and
   unrealized)                     0.000
                                --------
  Total from Investment
   Operations                      0.005
  Less Distributions
  Dividends (from Net
   Investment Income)             (0.006)
  Distributions (from Capital
   Gains)                         (0.000)
                                 --------
  Total Distributions             (0.006)
NET ASSET VALUE,
 END OF PERIOD                  $  9.999
TOTAL RETURN(3)                    (0.03)%
RATIOS/SUPPLEMENTAL DATA
  Net Assets, End of Period
   (000's omitted)              $    200
  Ratio of Expenses to Average
   Net Assets                       0.82%(1)
  Ratio of Net Income to
   Average Net Assets               2.15%(1)
  Portfolio Turnover Rate            n/a (2)
  Average Actual Commission
   Paid Per Share(4)                 n/a
</TABLE>

(1) Annualized
(2) Not applicable.  During the period December 18, 1990 through December 31,
    1990 the Fund invested only in short term investments  which are excluded
    from this ratio.
(3) Past performance is not predictive of future  performance.
(4) Does not include spreads on shares traded on a principal basis.

SEE NOTES TO THE FINANCIAL STATEMENTS.

                                       16
<PAGE>

THE TORRAY FUND
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS


JUNE 30, 1998 (UNAUDITED)
- --------------------------------------------------------------------------------

NOTE 1 -- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


     The Torray Fund ("Fund") is registered under the Investment  Company Act of
1940 as a no load,  diversified,  open-end management  investment  company.  The
Fund's primary  investment  objective is to provide long-term total return.  The
Fund  seeks to meet its  objective  by  investing  its  assets in a  diversified
portfolio of common stocks and U.S.  Treasury Bills or Treasury  Notes. In order
to accomplish these goals, the Fund intends to hold stocks for the long term, as
opposed to actively  buying and  selling.  There can be no  assurances  that the
Fund's  investment  objectives  will be  achieved.  The Fund was  organized as a
business  trust  under  Massachusetts  law.  The  Torray  Corporation  serves as
administrator and investment advisor to the Fund.

     The following is a summary of accounting  policies  followed by the Fund in
the preparation of its financial statements.

     SECURITIES VALUATION Short-term  obligations having remaining maturities of
60 days or less are valued at amortized cost, which  approximates  market value.
Portfolio  securities  for which market  quotations  are readily  available  are
valued at market  value,  which is  determined  by using the last  reported sale
price, or, if no sales are reported, the last reported bid price.

     SECURITIES  TRANSACTIONS AND INVESTMENT INCOME Securities  transactions are
recorded  on a  trade  date  basis.  Realized  gain  and  loss  from  securities
transactions are recorded on the first-in  first-out  basis.  Dividend income is
recorded on the ex-dividend date and interest income,  including amortization of
discount on short-term investments, is recorded on the accrual basis.

     FEDERAL  INCOME  TAXES The Fund  intends  to  continue  to comply  with the
requirements  of the Internal  Revenue Code  applicable to regulated  investment
companies  and to  distribute  all of its  taxable  income,  including  any  net
realized gain on investments to its shareholders.  Therefore,  no Federal income
tax provision is required.  Cost of securities for tax purposes is substantially
the same as for financial reporting purposes.

     NET ASSET  VALUE The net  asset  value per share of the Fund is  determined
once on each day that the New York Stock  Exchange  is open,  as of the close of
the Exchange.

     USE OF ESTIMATES In  preparing  financial  statements  in  accordance  with
generally  accepted  accounting  principles,  management  is  required  to  make
estimates  and  assumptions  that  affect  the  reported  amounts  of assets and
liabilities and the disclosure of contingent  assets and liabilities at the date
of the  financial  statements,  and revenues and expenses  during the  reporting
period. Actual results could differ from those estimates.


                                       17
<PAGE>

THE TORRAY FUND
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS


JUNE 30, 1998 (UNAUDITED)
- --------------------------------------------------------------------------------

NOTE 2 -- MANAGEMENT CONTRACT

     Pursuant  to the  Management  Contract,  The  Torray  Corporation  provides
investment advisory and portfolio management services to the Fund. The Fund pays
the Torray Corporation a management fee, computed daily and payable quarterly at
the annual  rate of one percent of the Fund's  daily net assets.  During the six
months ended June 30, 1998, The Torray Fund paid  management  fees of $5,718,239
(1% of assets).

     Excluding the management  fee,  other expenses  incurred by the Fund during
the six months ended June 30, 1998 totaled $579,750.  These expenses include all
costs  associated  with the Fund's  operations  including  transfer  agent fees,
Independent  Trustees'  fees  ($5,000 per annum and $500 for each Board  meeting
attended), taxes, dues, fees and expenses of registering and qualifying the Fund
and its  shares for  distribution,  charges of  custodians,  auditing  and legal
expenses, insurance premiums, supplies, postage, expenses of issue or redemption
of shares,  reports to  shareholders  and  Trustees,  expenses of  printing  and
mailing prospectuses, proxy statements and proxies to existing shareholders, and
other miscellaneous expenses.

     Certain  officers  and  Trustees  of the  Fund  are  also  officers  and/or
shareholders of The Torray Corporation.


NOTE 3 -- PORTFOLIO SECURITIES

     Purchases  and  sales  of  investment  securities,  other  than  short-term
investments,  for the six months ended June 30, 1998 aggregated $856,797,048 and
$75,273,242,  respectively.  Net unrealized  appreciation of investments at June
30, 1998 includes  aggregate  unrealized  gains of  $234,621,037  and unrealized
losses of $18,761,876.


                                       18
<PAGE>

THE TORRAY FUND
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS


JUNE 30, 1998 (UNAUDITED)
- --------------------------------------------------------------------------------

NOTE 4 -- SHARES OF BENEFICIAL INTEREST TRANSACTIONS

     Transactions in shares of beneficial interest were as follows:



<TABLE>
<CAPTION>
                                                            SIX MONTHS                               YEAR
                                                               ENDED                                ENDED
                                                              6/30/98                              12/31/97
                                                -----------------------------------   ----------------------------------
                                                     SHARES             AMOUNT             SHARES            AMOUNT
                                                ---------------   -----------------   ---------------   ----------------
<S>                                             <C>               <C>                 <C>               <C>
Shares issued                                      26,902,142      $  992,601,405        14,964,177      $ 429,745,172
Reinvestment of dividends and distributions            70,465           2,677,456           308,776         10,221,775
Shares redeemed                                    (4,108,409)       (153,476,604)       (1,918,913)       (56,280,633)
                                                   ----------      --------------        ----------      -------------
                                                   22,864,198      $  841,802,257        13,354,040      $ 383,686,314
                                                   ==========      ==============        ==========      =============
</TABLE>

Officers,  Trustees and affiliated persons of The Torray Fund and their families
directly or indirectly control 756,789 shares or 1.8530% of the Fund.


                                       19




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