59 WALL STREET FUND INC
N-30D, 1998-01-06
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                                     [LOGO]

                                U.S Equity Fund

                                 ANNUAL REPORT

                                October 31, 1997

<PAGE>

                        THE WALL STREET U.S. EQUITY FUND

                            PORTFOLIO OF INVESTMENTS
                                October 31, 1997

   Shares                                                                Value
 ----------                                                            ---------

                  COMMON STOCKS (98.1%)

                  AEROSPACE/DEFENSE (3.6%)
    21,028        Boeing Co. .................................        $1,006,716
    30,000        Rockwell Intl. Corp. .......................         1,470,000
                                                                      ----------
                                                                       2,476,716
                                                                      ----------
                  APPLIANCES (3.3%) ..........................        
    50,000        Sunbeam Corp., Inc. ........................         2,265,625
                                                                      ----------
                  AUTOMOTIVE (0.3%)
    10,000        Meritor Automotive, Inc. ...................           223,125
                                                                      ----------
                  BANKING (1.8%)
    19,000        SunTrust Banks, Inc. .......................         1,231,438
                                                                      ----------
                  CHEMICALS (2.1%)
    11,000        FMC Corp.* .................................           888,937
    13,000        Praxair, Inc. ..............................           566,313
                                                                      ----------
                                                                       1,455,250
                                                                      ----------
                  COMPUTER RELATED (9.4%)
    38,000        3Com Corp.* ................................         1,575,812
    20,000        Cisco Systems, Inc.* .......................         1,640,625
    20,000        International Business
                    Machines Corp. ...........................         1,961,250
    38,000        Stratus Computer, Inc.* ....................         1,344,250
                                                                      ----------
                                                                       6,521,937
                                                                      ----------
                  COMPUTER SERVICES (3.6%)
    19,000        Automatic Data Processing, Inc. ............           971,375
    20,500        Computer Associates
                    International, Inc. ......................         1,528,531
                                                                      ----------
                                                                       2,499,906
                                                                      ----------
                  COMPUTER SOFTWARE (6.5%)
    46,500        Bay Networks, Inc.* ........................         1,470,563
    42,750        Cadence Design
                    Systems, Inc.* ...........................         2,276,437
    20,000        Electronic Data
                    Systems Corp. ............................           773,750
                                                                      ----------
                                                                       4,520,750
                                                                      ----------
                  COSMETICS & TOILETRIES (1.6%)
    17,000        Avon Products, Inc. ........................         1,113,500
                                                                      ----------
                  ELECTRICAL EQUIPMENT (2.0%)
    21,000        General Electric Co. .......................         1,355,813
                                                                      ----------
                  ELECTRIC POWER (0.8%)
    17,000        DTE Energy Co. .............................           522,750
                                                                      ----------
                  EXPLORATION/DRILLING (3.6%)
    54,000        Union Pacific Resources
                    Group, Inc. ..............................         1,329,750
    28,000        Noble Affiliates, Inc. .....................         1,149,750
                                                                      ----------
                                                                       2,479,500
                                                                      ----------
                  FINANCIAL SERVICES (4.4%)
    36,000        Fannie Mae .................................         1,743,750
    21,000        PMI Group, Inc. (The) ......................         1,269,187
                                                                      ----------
                                                                       3,012,937
                                                                      ----------
                  FOOD & BEVERAGES (6.9%)
    39,000        Heinz (H.J.) Co. ...........................         1,811,062
    38,000        PepsiCo, Inc. ..............................         1,398,875
    33,000        Quaker Oats Co. ............................         1,579,875
                                                                      ----------
                                                                       4,789,812
                                                                      ----------
                  INSURANCE (1.9%)
    35,000        Everest Reinsurance
                    Holdings., Inc. ..........................         1,316,875
                                                                      ----------
                  MACHINERY/EQUIPMENT (3.8%)
    25,200        Deere & Co. ................................         1,326,150
    24,000        Sundstrand Corp. ...........................         1,305,000
                                                                      ----------
                                                                       2,631,150
                                                                      ----------
                  MEDIA (4.1%)
    50,000        Cox Communications, Inc.* ..................         1,537,500
    22,000        Time Warner, Inc. ..........................         1,269,125
                                                                      ----------
                                                                       2,806,625
                                                                      ----------
                  MEDICAL SUPPLIES & SERVICES (6.6%)
    32,000        Bausch & Lomb, Inc. ........................         1,256,000
    20,000        Baxter International, Inc. .................           925,000
    30,000        Beckman Instruments, Inc. ..................         1,181,250
    28,000        Medtronic, Inc. ............................         1,218,000
                                                                      ----------
                                                                       4,580,250
                                                                      ----------
                  NATURAL GAS (3.4%)
    10,000        Consolidated Natural
                    Gas Co. ..................................           540,625
    53,000        MCN Energy Group, Inc. .....................         1,835,125
                                                                      ----------
                                                                       2,375,750
                                                                      ----------
<PAGE>

                       THE WALL STREET U.S. EQUITY FUND

                            PORTFOLIO OF INVESTMENTS
                           October 31, 1997 (continued)

   Shares                                                                Value
 ----------                                                            ---------

                  OIL (6.1%)
    12,000        Amoco Corp. ................................        $1,100,250
    34,000        Halliburton Co. ............................         2,027,250
    14,600        Mobil Corp. ................................         1,063,063
                                                                      ----------
                                                                       4,190,563
                                                                      ----------
                  PAPER/FOREST PRODUCTS (3.3%)
    23,000        Bowater, Inc. ..............................           961,688
    13,000        Consolidated Papers, Inc. ..................           675,187
    20,000        Willamette Industries, Inc. ................           661,250
                                                                      ----------
                                                                       2,298,125
                                                                      ----------
                  PHARMACEUTICALS (2.7%)
    28,000        Lilly (Eli) & Co. ..........................         1,872,500
                                                                      ----------
                  REAL ESTATE (1.5%)
    45,000        Security Capital
                    Pacific Trust* ...........................         1,006,875
                                                                      ----------
                  RECREATION (1.7%)
    14,000        Walt Disney Co. (The) ......................         1,151,500
                                                                      ----------
                  RESTAURANT/LODGING (2.0%)
    40,000        Hilton Hotels Corp. ........................         1,232,500
     3,800        Tricon Global
                    Restaurants, Inc.* .......................           115,188
                                                                      ----------
                                                                       1,347,688
                                                                      ----------
                  RETAIL (8 0%)
    50,000        Borders Group, Inc.* .......................         1,296,875
    47,000        Costco Companies, Inc.* ....................         1,803,625
    25,000        Lowe's Companies, Inc. .....................         1,040,625
    41,000        Toys "R" Us, Inc.* .........................         1,396,562
                                                                      ----------
                                                                       5,537,687
                                                                      ----------
                  STEEL (1.5%)
    40,000        Allegheny Teledyne, Inc. ...................         1,052,500
                                                                      ----------
                  TELECOMMUNICATIONS (1.6%)
    33,600        WorldCom, Inc.* ............................         1,128,750
                                                                      ----------

TOTAL INVESTMENTS (identified cost $45,499,397)(a) ......    98.1%   $67,765,897
CASH AND OTHER ASSETS IN EXCESS OF LIABILITIES ............   1.9      1,278,687
                                                            -----    -----------
NET ASSETS  ..............................................  100.0%   $69,044,584
                                                            =====    ===========
- -------------------
*    Non-income producing security

(a)  The  aggregate  cost for federal  income tax purposes is  $45,499,397,  the
     aggregate gross unrealized  appreciation is $22,507,652,  and the aggregate
     gross  unrealized  depreciation  is $241,152,  resulting in net  unrealized
     appreciation of $22,266,500.


                       See Notes to Financial Statements

<PAGE>

                       THE 59 WALL STREET U.S. EQUITY FUND

                       STATEMENT OF ASSETS AND LIABILITIES
                                October 31, 1997

ASSETS:
      Investments in securities, at value
       (identified cost $45,499,397) (Note 1) .................      $67,765,897
      Cash ....................................................        1,257,189
      Receivables for:
        Investments sold ......................................          136,093
        Dividends .............................................           32,508
                                                                     -----------
            Total Assets ......................................       69,191,687
                                                                     -----------
LIABILITIES:
      Payables for:
        Capital stock redeemed ................................           57,281
        Investment advisory fee (Note 2) ......................           40,288
        Shareholder servicing/Eligible
         institution fees (Note 2) ............................           15,495
        Administrative fee (Note 2) ...........................            9,297
        Professional fees .....................................           16,100
        Custody fees ..........................................            8,642
                                                                     -----------
            Total Liabilities .................................          147,103
                                                                     -----------
NET ASSETS ....................................................      $69,044,584
                                                                     ===========
Net Assets Consist of:
      Paid-in capital .........................................      $42,625,806
      Accumulated undistributed net investment income .........           18,153
      Accumulated net realized gain on investments ............        4,134,125
      Net unrealized appreciation .............................       22,266,500
                                                                     -----------
Net Assets ....................................................      $69,044,584
                                                                     ===========
NET ASSET VALUE AND OFFERING PRICE PER SHARE
      ($69,044,584 / 1,309,479 shares) ........................      $     52.73
                                                                     ===========

                       See Notes to Financial Statements

<PAGE>

                       THE 59 WALL STREET U.S. EQUITY FUND

                             STATEMENT OF OPERATIONS
                       For the year ended October 31, 1997

INVESTMENT INCOME:
      Income:
        Dividends .............................................    $    872,214
                                                                   ------------
      Expenses:
        Expense payment fee (Note 2) ..........................         389,793
        Investment Advisory fees (Note 2) .....................         154,392
        Administrative fee (Note 2) ...........................          91,737
        Shareholder servicing/Eligible institution
         fees (Note 2) ........................................          59,381
        Directors' fees and expenses (Note 2) .................           1,245
        Custodian fee .........................................          12,771
        Miscellaneous expenses ................................          32,724
        Amortization of organization expenses .................           3,260
                                                                   ------------
            Total Expenses ....................................         745,303
                                                                   ------------
              Fees paid indirectly (Note 3) ...................         (12,771)
                                                                   ------------
              Net expenses ....................................         732,532
                                                                   ------------
            Net Investment Income .............................         139,682
                                                                   ------------

NET REALIZED AND UNREALIZED GAIN (Notes 1 and 3):
        Net realized gain on investments ......................       4,907,031
        Net change in unrealized appreciation on investments ..      10,671,447
                                                                   ------------
            Net Realized and Unrealized Gain ..................      15,578,478
                                                                   ------------
        Net Increase in Net Assets Resulting from Operations ..    $ 15,718,160
                                                                   ============


                       See Notes to Financial Statements

<PAGE>

                      THE 59 WALL STREET U. S. EQUITY FUND

                       STATEMENT OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>

                                                              For the years ended October 31,
                                                             --------------------------------
                                                                   1997              1996
                                                               ------------    ------------
<S>                                                            <C>             <C>         
INCREASE (DECREASE) IN NET ASSETS:
    Operations:
        Net investment income ..............................   $    139,682    $    171,797
        Net realized gain on investments ...................      4,907,031       1,528,243
        Net change in unrealized appreciation
         on investments ....................................     10,671,447       5,413,968
                                                               ------------    ------------
            Net increase in net assets resulting
             from operations ...............................     15,718,160       7,114,008
                                                               ------------    ------------

    Dividends and distributions declared (Note 1):
        From net investment income .........................       (173,313)       (199,768)
        In excess of net investment income .................        (60,926)           --
        From net realized gains ............................     (2,197,030)       (781,118)
                                                               ------------    ------------
            Total dividends and distributions declared .....     (2,431,269)       (980,886)
                                                               ------------    ------------

    Capital stock transactions (Note 4):
        Net proceeds from sales of capital stock ...........     14,116,589      20,795,408
        Net asset value of capital stock
         issued to shareholders
           in reinvestment of dividends
            and distributions ..............................      1,586,012         662,852
        Net cost of capital stock redeemed .................    (10,717,604)     (8,818,369)
                                                               ------------    ------------
           Net increase in net assets resulting from capital
             stock transactions ............................      4,984,997      12,639,891
                                                               ------------    ------------

              Total increase in net assets .................     18,271,888      18,773,013

NET ASSETS:
    Beginning of period ....................................     50,772,696      31,999,683
                                                               ------------    ------------
    End of period (including undistributed net investment
         income of $18,153 and $33,631, respectively) ......   $ 69,044,584    $ 50,772,696
                                                               ============    ============
</TABLE>


                        See Notes to Financial Statements

<PAGE>

                      THE 59 WALL STREET U. S. EQUITY FUND

                              FINANCIAL HIGHLIGHTS
 Selected per share data and ratios for a share outstanding throughout each year

<TABLE>
<CAPTION>

                                                                        For the years ended October 31,
                                                             ----------------------------------------------------
                                                             1997        1996        1995         1994        1993
                                                            ------      ------      ------       ------      ------
<S>                                                         <C>         <C>         <C>          <C>         <C>   
Net asset value, beginning of year...................       $42.30      $36.46      $29.84       $28.80      $25.77

Income from investment operations:
  Net investment income..............................         0.21        0.16        0.26         0.26        0.28
  Net realized and unrealized gain ..................        12.22        6.75        7.15         1.05        3.04

Less dividends and distributions (Note 1):
  From net investment income.........................        (0.14)      (0.20)      (0.28)       (0.17)      (0.29)
  In excess of net investment income.................        (0.05)        --           --          --          --
  Net realized gains ................................        (1.81)      (0.87)      (0.51)       (0.10)        --
                                                            ------      ------      ------       ------      ------
Net asset value, end of year.........................       $52.73      $42.30      $36.46       $29.84      $28.80
                                                            ======      ======      ======       ======      ======
Total Return (1) ....................................        30.29%      19.32%      25.50%        4.61%      12.91%

Ratios/Supplemental Data:
  Net assets, end of year (000's omitted)............      $69,045    $ 50,773    $ 32,000     $ 22,124     $10,992
  Expenses as a percentage of average
    net assets(1):
    Expenses paid by Fund............................         1.20%       1.20%       1.20%        1.20%       1.20%
    Expense offset arrangement.......................         0.02%        n/a         n/a          n/a         n/a
                                                            ------      ------      ------       ------      ------
        Total expenses...............................         1.22%       1.20%       1.20%        1.20%       1.20%

  Ratio of net investment income to average
    net assets ......................................         0.23%       0.40%       0.84%        1.06%       1.07%
  Portfolio turnover rate............................           37%         42%         69%          61%         52%
  Average commission rate paid per share.............      $0.0731     $0.0800     $0.0800          --          --

- -------------
(1)  Had the expense payment  agreement not been in place, the ratio of expenses
     to average net assets and total return would have been as follows:

     Ratio of expenses to average net assets..........        1.16%       1.21%       1.28%        1.46%       2.09%
     Total return.....................................       30.33%      19.31%      25.42%        4.35%      12.02%

     Furthermore, the ratio of expenses to average net assets for the year ended
     October 31, 1997, 1996 and 1995 reflect fees paid with brokerage commission
     and fees  reduced  in  connection  with  specific  arrangements.  Had these
     arrangements not been in place, the ratio would have been 1.18%,  1.30% and
     1.38%, respectively.

</TABLE>

                       See Notes to Financial Statements

<PAGE>

                       THE 59 WALL STREET U.S. EQUITY FUND

                          NOTES TO FINANCIAL STATEMENTS

       1. Organization and Significant  Accounting Policies.  The 59 Wall Street
U.S.  Equity Fund (the "Fund") is a separate  diversified  series of The 59 Wall
Street Fund, Inc. (the  "Corporation")  which is registered under the Investment
Company  Act of 1940,  as amended.  The  Corporation  is an open-end  management
investment company organized under the laws of the State of Maryland on July 16,
1990. The Fund commenced operations on July 23, 1992.

      The Fund's financial  statements are prepared in accordance with generally
accepted  accounting   principles  which  require  management  to  make  certain
estimates and assumptions at the date of the financial statements and are based,
in part, on the following accounting policies.  Actual results could differ from
those estimates.

            A. Valuation of Investments.  (1) The value of investments listed on
      a  securities  exchange  is based on the last sale price on that  exchange
      prior to the time when  assets are  valued,  or in the absence of recorded
      sales, at the average of readily available closing bid and asked prices on
      such exchange;
       (2) unlisted  securities  are valued at the average of the quoted bid and
      asked  prices in the  over-the-counter  market;  (3)  securities  or other
      assets for which market quotations are not readily available are valued at
      fair value in  accordance  with  procedures  established  by and under the
      general  supervision  and  responsibility  of the  Corporation's  Board of
      Directors.   Such  procedures  include  the  use  of  independent  pricing
      services,  which use prices based upon yields or prices of  securities  of
      comparable quality, coupon, maturity and type; indications as to the value
      from dealers;  and general market conditions;  (4) short-term  investments
      which  mature  in 60 days or less are  valued at  amortized  cost if their
      original maturity was 60 days or less, or by amortizing their value on the
      61st day prior to maturity,  if their  original  maturity when acquired by
      the Fund was more than 60 days, unless this is determined not to represent
      fair value by the Board of Directors.

            B. Accounting for Investments.  Security  transactions are accounted
      for on the trade date. Realized gains and losses on security  transactions
      are determined on the identified  cost method.  Dividend  income and other
      distributions  from portfolio  securities are recorded on the  ex-dividend
      date. Interest income is accrued daily.

            C. Deferred Organization Expenses.  Expenses incurred by the Fund in
      connection with its organization and initial public offering of its shares
      are being amortized on a straight-line basis over a five-year period.

            D. Federal Income Taxes.  It is the  Corporation's  policy to comply
      with the requirements of the Internal Revenue Code applicable to regulated
      investment  companies and to distribute  all of its taxable  income to its
      shareholders.  Accordingly,  no federal  income tax provision is required.
      The Fund files a tax return annually using tax accounting methods required
      under  provisions  of the  Internal  Revenue  Code which may  differ  from
      generally  accepted  accounting  principles,  the  basis  on  which  these
      financial  statements  are  prepared.   Accordingly,  the  amount  of  net
      investment  income  and net  realized  gain  reported  on these  financial
      statements  may differ from that  reported on the Fund's tax return due to
      certain book-to-tax differences such as losses deferred due to "wash sale"
      transactions and utilization of capital loss  carryforwards.  These timing
      differences  may  result in  temporary  over-distributions  for  financial
      statement  purposes  and are  classified  as  distributions  in  excess of
      accumulated net realized capital gains or net investment  income. As such,
      the character of distributions  to shareholders  reported in the Financial
      Highlights  table may differ from that  reported to  shareholders  on Form
      1099-DIV. These distributions do not constitute a return of capital.

             E.  Dividends  and  Distributions  to  Shareholders.  Dividends  to
      shareholders  from net investment  income are paid  semi-annually  and are
      recorded on the ex-dividend date. Distributions from net capital gains, if
      any, are paid annually and are recorded on the ex-dividend date.


<PAGE>

                       THE 59 WALL STREET U.S. EQUITY FUND

                    NOTES TO FINANCIAL STATEMENTS (continued)

       2. Transactions with Affiliates.

      Investment Advisory Agreement.  The Corporation has an investment advisory
agreement  with Brown  Brothers  Harriman & Co.  (the  "Adviser")  for which the
Adviser  receives a fee from the Fund  calculated  daily and paid  monthly at an
annual rate equivalent to 0.65% of the Fund's average daily net assets.  For the
period from July 1, 1997 through  October 31, 1997,  the Fund incurred  $154,392
for investment advisory services. Fees for investment advisory services prior to
July 1, 1997 were paid under the Expense Payment Fee agreement.

      Administrative  Fee. The Corporation has an administrative  agreement with
Brown Brothers Harriman & Co. (the  "Administrator") for which the Administrator
receives a fee from the Fund calculated daily and paid monthly at an annual rate
equivalent to 0.15% of the Fund's  average daily net assets.  The  Administrator
has a subadministration  services agreement with 59 Wall Street  Administrators,
Inc. for which 59 Wall Street Administrators, Inc. receives such compensation as
is from time to time  agreed  upon,  but not in excess of the amount paid to the
Administrator.  For the year ended October 31, 1997,  the Fund incurred  $91,737
for administrative services.

      Shareholder  Servicing/Eligible Institution Agreement. The Corporation has
a shareholder  servicing  agreement and an eligible  institution  agreement with
Brown Brothers Harriman & Co. for which Brown Brothers Harriman & Co. receives a
fee from the Fund calculated daily and paid monthly at an annual rate equivalent
to 0.25% of the Fund's  average  daily net  assets.  For the period from July 1,
1997  through  October 31,  1997,  the Fund  incurred  $59,381  for  shareholder
servicing/eligible institution services. Fees for shareholder servicing/eligible
institution  services prior to July 1, 1997 were paid under the Expense  Payment
Fee agreement.

      Expense  Payment  Fee. 59 Wall Street  Administrators,  Inc.  pays certain
expenses  of the  Fund and  receives  a fee from  the  Fund,  computed  and paid
monthly,  such that after such fee the aggregate  expenses will not exceed 1.20%
of the Fund's average daily net assets.  For the year ended October 31, 1997, 59
Wall Street  Administrators,  Inc. incurred  approximately $364,722 in expenses,
including    investment    advisory    fees   of   $243,134   and    shareholder
servicing/eligible  institution  fees of  $93,514,  on behalf  of the Fund.  The
Fund's expense payment fee agreement terminated on July 1, 1997.

      3. Investment Transactions.  For the year ended October 31, 1997, the cost
of  purchases  and the  proceeds of sales of  investment  securities  other than
short-term investments were $21,882,687 and $19,870,502,  respectively. For that
same period,  the Fund paid  brokerage  commissions of $21,916 to Brown Brothers
Harriman & Co. for  transactions  executed on its behalf.  Custody  fees for the
Fund paid pursuant to the expense payment agreement were reduced by $21,682 as a
result of an expense offset arrangement with the Fund's custodian.

       4. Capital Stock.  The  Corporation  is permitted to issue  2,500,000,000
shares of capital stock, par value $.001 per share, of which  25,000,000  shares
have been  classified as shares of the Fund.  Transactions  in shares of capital
stock were as follows:
                                               For the years ended October 31,
                                              --------------------------------
                                                      1997        1996
                                                    --------    --------
    Capital stock sold ..........................    297,331     528,010
    Capital stock issued in connection with
      reinvestment of dividends and distributions     35,562      17,456
    Capital stock repurchased ...................   (223,618)   (222,860)
                                                    --------    --------
    Net increase ................................    109,275     322,606
                                                    ========    ========

<PAGE>

                          INDEPENDENT AUDITORS' REPORT

Board of Directors and Shareholders
The 59 Wall Street U. S. Equity Fund (a series of The 59 Wall Street Fund, Inc.)

     We have  audited  the  accompanying  statement  of assets and  liabilities,
including the portfolio of investments,  of The 59 Wall Street U. S. Equity Fund
(a series of The 59 Wall Street Fund,  Inc.) as of October 31, 1997, the related
statement of operations for the year then ended, the statement of changes in net
assets  for the  years  ended  October  31,  1997 and  1996,  and the  financial
highlights for each of the years in the five-year period ended October 31, 1997.
These financial  statements and financial  highlights are the  responsibility of
the  Fund's  management.  Our  responsibility  is to express an opinion on these
financial statements and financial highlights based on our audits.

     We conducted  our audits in  accordance  with  generally  accepted  audited
standards.  Those standards require that we plan and perform the audit to obtain
reasonable  assurance  about  whether the  financial  statements  and  financial
highlights are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  Our procedures included confirmation of securities owned at October
31, 1997 by correspondence with the custodian.  An audit also includes assessing
the accounting principles used and significant estimates made by management,  as
well as evaluating the overall financial statement presentation. We believe that
our audits provide a reasonable basis for our opinion.

     In our opinion,  such financial statements and financial highlights present
fairly, in all material  respects,  the financial position of The 59 Wall Street
U. S. Equity  Fund at October  31,  1997,  the  results of its  operations,  the
changes in its net assets,  and its financial  highlights for respective  stated
periods in conformity with generally accepted accounting principles.

Deloitte & Touche LLP

Boston, Massachusetts
December 12, 1997

<PAGE>

                  MANAGEMENT'S DISCUSSION OF FUND PERFORMANCE

     The  following  investment   management   strategies  and  techniques  have
materially affected the Fund's performance for the fiscal year ended October 31,
1997.

U.S. Equity Fund

     The U.S. Equity Fund rose 30.29% in the twelve-month  period ending October
31, 1997. This  performance  lagged the total return of the S&P 500 by 181 basis
points. 

     The major reason for the  underperformance  was the Fund's general focus on
companies of smaller size than those which  comprise  such a meaningful  part of
the index.  Specifically,  the Fund for most of the past twelve months held only
seven of the largest  twenty-five  companies in the S&P 500.  Those  twenty-five
companies,  because  they  amount to roughly  one-third  of the  index's  market
capitalization,  exert a  powerful  influence  over the  index.  For most of the
twelve  months,  investors  have  favored the largest  companies in the S&P 500.
Failure to  increase  our  exposure  to these  companies  damaged  our  relative
performance figures this past year.

                       U.S. Equity Fund Growth of $10,000

 [The following table was represented as a line graph in the printed material]

          DATE                    U.S. Equity Fund*          S&P 500 Index
          ----                     -----------------         -------------
          7/23/92                      $10,000                  $10,000
          7/31/92                      $10,320                  $10,328
          8/31/92                      $10,076                  $10,105
          9/30/92                      $10,284                  $10,236
          10/31/92                     $10,336                  $10,271
          11/30/92                     $10,837                  $10,620
          12/31/92                     $10,747                  $10,750
          1/31/93                      $10,872                  $10,840
          2/28/93                      $10,892                  $10,988
          3/31/93                      $11,055                  $11,220
          4/30/93                      $10,615                  $10,948
          5/31/93                      $10,890                  $11,241
          6/30/93                      $10,974                  $11,273
          7/31/93                      $10,893                  $11,228
          8/31/93                      $11,374                  $11,653
          9/30/93                      $11,326                  $11,564
          10/31/93                     $11,670                  $11,803
          11/30/93                     $11,638                  $11,690
          12/31/93                     $11,859                  $11,832
          1/31/94                      $12,042                  $12,233
          2/28/94                      $11,802                  $11,902
          3/31/94                      $11,297                  $11,384
          4/30/94                      $11,382                  $11,530
          5/31/94                      $11,614                  $11,718
          6/30/94                      $11,496                  $11,431
          7/31/94                      $11,844                  $11,806
          8/31/94                      $12,294                  $12,289
          9/30/94                      $12,109                  $11,989
          10/31/94                     $12,208                  $12,258
          11/30/94                     $11,745                  $11,812
          12/31/94                     $11,939                  $11,987
          1/31/95                      $11,977                  $12,298
          2/28/95                      $12,441                  $12,777
          3/31/95                      $13,044                  $13,153
          4/30/95                      $13,332                  $13,540
          5/31/95                      $13,667                  $14,080
          6/30/95                      $14,039                  $14,407
          7/31/95                      $14,582                  $14,884
          8/31/95                      $14,590                  $14,921
          9/30/95                      $15,044                  $15,551
          10/31/95                     $15,321                  $15,495
          11/30/95                     $16,288                  $16,175
          12/31/95                     $16,524                  $16,486
          1/31/96                      $16,921                  $17,047
          2/29/96                      $17,292                  $17,205
          3/31/96                      $17,331                  $17,371
          4/30/96                      $17,249                  $17,627
          5/31/96                      $17,421                  $18,081
          6/30/96                      $17,286                  $18,150
          7/31/96                      $16,253                  $17,348
          8/31/96                      $16,763                  $17,714
          9/30/96                      $17,964                  $18,710
          10/31/96                     $18,280                  $19,226
          11/29/96                     $19,524                  $20,696
          12/31/96                     $19,106                  $20,286
          1/31/97                      $19,786                  $21,553
          2/28/97                      $19,674                  $21,722
          3/31/97                      $19,101                  $20,831
          4/30/97                      $20,041                  $22,074
          5/30/97                      $21,915                  $23,417
          6/30/97                      $22,660                  $24,465
          7/31/97                      $24,377                  $26,411
          8/31/97                      $23,740                  $24,933
          9/30/97                      $24,576                  $26,297
          10/31/97                     $23,817                  $25,420

              *  net of fees and expenses

           Past performance is not predictive of future performance.

<PAGE>

The 59 Wall Street Fund, Inc.

Investment Adviser and
  Administrator
Brown Brothers Harriman & Co.
59 Wall Street
New York, New York 10005

Distributor
59 Wall Street Distributors, Inc.
6 St. James Avenue
Boston, Massachusetts 02116

Shareholder Servicing Agent
Brown Brothers Harriman & Co.
59 Wall Street
New York, New York 10005
(800) 625-5759

This  report is  submitted  for the general  information  of          
shareholders  and  is not  authorized  for  distribution  to       
prospective  investors  unless preceded or accompanied by an
effective  prospectus.  Nothing  herein  contained  is to be  
considered an offer of sale or a solicitation of an offer to  
buy shares  of the  Funds.  Such  offering  is made only by 
prospectus,  which includes details as to offering price and 
other material information. 



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