OLSTEIN FUNDS
N-30D, 1997-11-06
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THE OLSTEIN FINANCIAL ALERT FUND
President's Message
- -------------------------------------------------------------------------------
   
WE'D  RATHER BE RICH THAN FAMOUS:  UNDERSTANDING THE RISKS  TAKEN
TO ACHIEVE PERFORMANCE
   
   DEAR SHAREHOLDER:

   We  are  pleased  to report that the Fund's total  return  was
43.61%  for  the  fiscal year ended August 31, 1997.  *  Although
Olstein  & Associates, L.P. (the "Manager") is pleased  with  the
Fund's  performance,  the  Manager is  more  gratified  with  the
conservative approach towards risk that was taken to achieve this
performance.  As you will see in the enclosed shareholder report,
the  Fund  ended its fiscal year with approximately  25%  of  its
assets invested in short-term U.S. Government backed obligations.
In  applying  the Manager's discipline of only buying  securities
that  sell at discounts to its calculation of a company's private
market  value  or,  just  as importantly, selling  securities  at
prices that it believed were fairly valued, the Manager was never
able  to achieve a fully invested position in stocks.  Throughout
the  year, the Fund held between 15% and 30% of its portfolio  in
short-term  U.S. Government backed obligations.  If  the  Manager
had  chosen  to deviate from its discipline (incur more  risk  by
owning  securities that were displaying positive  price  momentum
that carried the individual stocks to prices above our calculated
private market value) the Fund could have materially improved its
performance given the current positive environment for  equities.
Using  20-20  hindsight, one could ask the age-old question  "Why
did I pay for my life insurance last year when I didn't die?"

GOING THE DISTANCE

   The  reason  an individual owns life insurance is  to  protect
against  a sudden loss of income created by the death  of  a  key
member of the family, and to maintain the survivors' standard  of
living.    Similarly,  it  is  the  cornerstone  of  the   Fund's
philosophy  that achieving shareholders' capital gains objectives
is  correlated  with  a concern for the preservation  of  capital
(minimizing  errors) before analyzing the potential  for  capital
gains  (selecting  the biggest winners).  In a 1-1/2  mile  horse
race,  the  horse expending all its energy dazzling the  fans  by
battling  the  early leaders to get the lead at the  1-mile  post
usually  finishes  towards the end of the pack.   Similarly,  the
Fund's  performance  relative  to that  of  its  competition  was
achieved  by  protecting  the portfolio from  severe  corrections
either  in  the  stock market, individual stocks,  or  groups  of
stocks.    The  Manager  achieved  this  protection  by  avoiding
momentum stocks that were creating short-term exciting performance
statistics   for   their  owners,  while   reaching   levels   of
overvaluation. Similar to the aforementioned horse leading at the
1-mile post in a 1 - 1/2 mile race the Fund's relative performance
was aided by mutual funds that rode the momentum curve too far, and 
got  

*	This total return does not include the Fund's maximum ("CDSC")
 Contingent Deferred Sales Charge of 2.50% which would be charged
 if a shareholder redeemed within one year of purchase.  Past 
 performance is not necessarily indicative of future results.  
 Investment returns and principal value may fluctuate, so that when
 redeemed, shares may be worth more or less than their original cost.
 The Fund's average annual total return for the one year period and 
 since inception through August 31, 1997, assuming the deduction of the
 Fund's maximum CDSC for redemptions at the end of each period was 
 41.11% and 27.25% respectively.
<PAGE>

THE OLSTEIN FINANCIAL ALERT FUND
President's Message - CONTINUED
- -------------------------------------------------------------------------------

caught in severe corrections. This resulted in these funds falling
behind  the Fund's slow but steady progress when momentum shifted
to  other  groups and stocks that had better risk/reward  ratios.
Of  course,  the top performing fund in any one year - especially
up years - is usually captured by those funds that are willing to
assume  more risk by continuing to own stocks that tend to  reach
levels of overvaluation created by investors following the latest
investment   fad.   Typically,  the  press  canonizes   the   top
performer.   However, the public rarely hears about the  hundreds
of  other  funds  that  disappointed their  shareholders  by  not
achieving their objectives in an attempt to reach the top of  the
industry by taking bigger risks.

   Following  are  charts that represent the performance  of  the
Fund,  the  Lipper  Capital  Appreciation  Funds  Index  and  the
Standard  & Poor's 500 Composite Index (the "S&P 500") since  the
Fund's  inception  on  September 21, 1995.   The  S&P  500  is  a
capitalization weighted index of five hundred larger  capitalized
stocks  designed  to  measure performance of the  broad  domestic
securities  market through changes in the aggregate market  value
of  five  hundred stocks representing all major industries.   The
Lipper  Capital Appreciation Index consists of the average return
of  the 30 largest capital appreciation funds.  Lipper Analytical
Services,  the  mutual fund tracking company which computes  this
Index, classifies the Fund as a capital appreciation fund.

<TABLE>   
<CAPTION>
                                                         LIPPER
                        OLSTEIN FINANCIAL        CAPITAL APPRECIATION      S&P 500 INDEX
    PERIOD                  ALERT FUND                FUNDS INDEX           TOTAL RETURN
    ------              -----------------        --------------------      -------------  

                         IF NO
                    REDEMPTION AT   IF REDEMPTION AT
                    END OF PERIOD    END OF PERIOD*
					-------------   ----------------
  
<S>                     <C>              <C>               <C>                   <C> 
YEAR TO DATE
(1/1/97 - 8/31/97)      26.30%           23.80%            15.93%                22.91%
   
FISCAL YEAR
(9/1/96 - 8/31/97)      43.61%           41.11%            24.95%                40.65%
   
FROM INCEPTION
(9/21/95 - 8/31/97)     61.16%           59.91%            36.17%                61.05%

<FOOTNOTE>

* THESE  AGGREGATE     TOTAL    RETURN
  FIGURES  ASSUME THE DEDUCTION OF THE MAXIMUM CONTINGENT DEFERRED
  SALES  CHARGE (CDSC) FOR REDEMPTIONS AT THE END OF EACH  PERIOD.
  SHARES  REDEEMED WITHIN ONE YEAR OF PURCHASE ARE  SUBJECT  TO  A
  2.5%  CDSC  AND SHARES REDEEMED DURING THE SECOND YEAR FOLLOWING
  PURCHASE  ARE SUBJECT TO A 1.25% CDSC, WITH NO CDSC  IMPOSED  ON
  REDEMPTIONS OF SHARES HELD FOR MORE THAN TWO YEARS.  THE  FUND'S
  AVERAGE  ANNUAL TOTAL RETURN FOR THE ONE YEAR PERIOD  AND  SINCE
  INCEPTION  THROUGH AUGUST 31, 1997, ASSUMING  THE  DEDUCTION  OF
  THE  FUND'S  MAXIMUM CDSC FOR REDEMPTIONS AT  THE  END  OF  EACH
  PERIOD WAS 41.11% AND 27.25% RESPECTIVELY.
   
</FOOTNOTE>   
</TABLE>   
<PAGE>   
   
THE OLSTEIN FINANCIAL ALERT FUND
President's Message - CONTINUED
- -------------------------------------------------------------------------------
 
COMPARISON (UNDER THE ASSUMPTION THAT AN INVESTOR REDEEMS FUND SHARES DURING
THE FIRST TWO YEARS AND INCURS ANY APPLICABLE CDSC REDEMPTION FEES) OF THE 
CHANGE IN VALUE OF A HYPOTHETICAL $10,000 INVESTMENT FROM THE FUND'S INCEPTION
THROUGH THE FISCAL YEAR END OF 8/31/97 (LONG-TERM INVESTORS WHO EXPECT TO 
HOLD SHARES MORE THAN TWO YEARS AND THUS WOULD NOT INCUR ANY CDSC REDEMPTION
FEES SEE CHART ON PRECEEDING PAGE FOR LONG-TERM INVESTORS).

         Olstein Financial Alert Fund*	   S & P 500	Lipper Index
		 -----------------------------     ---------    ------------

Sept - 95	        10,000	                10,000	       10,000
Aug  - 96	        11,210	                11,425	       10,834
Aug  - 97	        15,991	                16,105	       13,617



                 AVERAGE ANNUAL TOTAL RETURN
                 ---------------------------
                                      1 YEAR     INCEPTION
					    	          ------    ----------
	Olstein Financial Alert Fund*      41.11%    27.25%					   
    Lipper Index                       24.95%    17.17%
    S&P 500**                          40.65%    27.72%


*	Assumes reinvestment of dividends and capital gains.  Also includes
    all expenses and reflects the deduction of the appropriate CDSC as 
	if an investor had redeemed at the end of each period, and thus 
	represents a "net return."   Past performance is not necessarily 
	indicative of future results.  Investment returns and principal 
	values may fluctuate, so that, when redeemed, shares may be worth 
	more or less than their original cost.
	
**	S&P 500 return is adjusted upward to reflect reinvested dividends,
    but does not reflect the deduction of any fees or expenses associated
	with investment in the index, and thus represents a "gross return."



   Although  market averages have been significantly higher  over
the  past 5 years, the 1990's have been characterized by rotating
corrections  within market segments without affecting  securities
that have been properly valued or had previous corrections.   The
Manager believes that this type of environment should continue to
exist  for  the  foreseeable future, and  the  Fund's  investment
discipline should perform well during orderly and rational market
periods.  The Manager understands that its discipline cannot work
all  the  time.   The  Fund's anti-momentum 
<PAGE>

THE OLSTEIN FINANCIAL ALERT FUND
President's Message - CONTINUED
- -------------------------------------------------------------------------------

Philosophy will go through  periods  of  underperformance and, during
periods  of overall  negativity, will fail along with most others. 
However, during  longer  time periods (3 to 5 years) the Manager 
believes that its discipline is properly constructed to achieve 
the Fund's objective of long-term capital appreciation.

In  our last letter we wrote to you about "index investing" or
so called "mindless investing."  As predicted, the largest stocks
in  the popular S&P 500 are beginning to underperform the overall
market as investors begin to focus on the levels of overvaluation
that have occurred in this segment of the market. The attempt  to
control  risk is not necessarily a function of differentiating  a
good company from a bad company, but is also a function of paying
the right price for a good company.

REVIEW OF SELECTED PORTFOLIO HOLDINGS

   The  Fund continues to hold General Motors, which has  a  cash
earnings  yield (earnings divided by price) that is significantly
higher  than  Coca-Cola  or  General Electric  (which  have  been
outstanding  investments  over  the  past  5  years).    However,
according to the Manager's calculations, even after allowing  for
15%  growth rates for both Coca-Cola and General Electric and  no
growth  for  General  Motors,  higher  returns  may  be  achieved
through the ownership of General Motors at the current price than
owning  U.S.  treasury  securities or  paying  what  the  Manager
believes  are inflated prices for great companies such  as  Coca-
Cola  and  General Electric.  The Manager invests  in  securities
only  when  its cash flow or asset-value analysis indicates  that
current   market  values  are  at  discounts  to  the   Manager's
calculation  of private market value.  When establishing  private
market value, cash-on-cash returns are strongly considered, as if
100%  of  the  company  was  owned by a sophisticated  owner  and
comparing  these returns to 3-to 5-year U.S. Treasury securities,
to  establish a price that the Manager believes the company would
bring in a sale to a sophisticated buyer.

   The  Manager is currently finding value in modular  and  motor
home   stocks   (Fleetwood  Enterprises,  Champion   Enterprises,
Coachmen  Industries, etc.) which are currently going  through  a
period of disappointing sales.  The 1940's baby boomers currently
reaching retirement age potentially represent pent-up demand  for
these products.  The Manager continues to hold Delta Airlines and
Continental Airlines on the belief that the airlines'   improving
cash  flow, their current high earnings levels (which we do not 
believe are non-recurring) and recently  achieved pricing  
flexibility  created  by responsible  capacity addition policies 
are still not being properly valued in the marketplace.

   Disk  drive  manufacturer Seagate Technologies has  also  gone
through  a  rough  period that may last several quarters  longer.
However, the pessimism of the immediate future has created buying
opportunities  in  what the Manager believes is  a  high-quality,
properly financed manufacturer of key components for computers.

<PAGE>

THE OLSTEIN FINANCIAL ALERT FUND
President's Message - CONTINUED
- -------------------------------------------------------------------------------

   Other  companies in the Fund's portfolio are: Brunswick Corp.,
which is currently diversifying into a well-managed leisure  time
company  less dependent on the boom and bust cycles  of  boating;
Gannett  Co.,  a media company owning television stations,  cable
systems, and newspapers (including U.S.A. Today, one of  the  few
newspapers  in  the country that is increasing its  circulation);
and  Reader's  Digest,  an  old-line  media  and  direct  selling
organization with large hidden assets that could be realized  via
a takeover.


ASSESSING FINANCIAL RISK

   In   selecting   companies  for  the  Fund's  portfolio,   the
Manager's fundamental analysis begins with the balance  sheet  in
order to assess financial risk.  The Manager uses Wall Street  as
a  database, and relies on analysts' knowledge of an industry and
the  micro-economics affecting a specific company.  However,  the
Manager  performs  its  own  calculations  and  reaches  its  own
buy and sell conclusions, based on a thorough analysis of the 
numbers included in financial statements, footnotes, and other 
public disclosures. The Manager utilizes a proprietary investment 
philosophy that  is difficult  to  duplicate.   As  previously  
stated,  the  Manager purchases  stocks  for  the  Fund's portfolio 
that  the  Manager believes  are selling at discounts to its 
calculation of  private market value.  Although the process sounds
similar to other value managers, it is the Manager's financial 
inference techniques  for establishing value that differentiates 
its discipline from  other managers.

   With  30  years of expertise in financial statements,  looking
behind  the numbers, and utilizing financial inference  to  reach
conclusions,  the Manager's investigative techniques  cut  across
all  disciplines (growth, cyclical, large cap stocks,  small  cap
stocks,  etc.)  Much of Wall Street research relies  somewhat  on
management  contact,  and  contains  various  degrees  of   their
positive biases.  The Manager does not rely on management contact
to  reach  its  conclusions.  It is believed that a  night  spent
analyzing  and looking behind the numbers contained in  financial
statements is worth two days of talking to management.   Momentum
stocks  will  continue  to be ignored if  momentum  is  the  only
criteria for ownership.  No attempt will be made to react to what
other  investors are currently doing.  However, one must  realize
that  some  market periods are not going to favor  the  Manager's
approach.   It  is believed that few, if any, can  switch  styles
back  and  forth from period to period, and are nimble enough  to
always  know  the  right way to go.  Although  the  public  would
rather  believe  that such nimbleness is possible,  the  Fund  is
interested  in  attracting  shareholders  that  believe  in   the
Manager's  long-term approach of looking behind the numbers,  and
are  interested  in performance over time rather  than  "all  the
time."   The  current markets have been fueled  by  a  tremendous
influx  of  liquidity.  Most stocks are going up, and in  certain
groups  traditional  valuation methods have broken  down.   Funds
with  short-term  time horizons have been correct  to  say,  "who
cares"  at  the  moment.   The  Manager  does  not  believe  that
traditional  cash return valuation measures can be discarded  and
expects  that its longer-term horizon for valuing companies  will
place  the  Fund  in a better position to achieve  its  long-term
objectives.

<PAGE>

THE OLSTEIN FINANCIAL ALERT FUND
President's Message - CONTINUED
- -------------------------------------------------------------------------------

   Olstein  &  Associates,  L.P. has  grown  to  a  staff  of  11
professionals,  six  of whom work directly on  research  and  the
management  of  the Fund's portfolio.  Each of the  research  and
portfolio  management  professionals have been  well  trained  to
implement  the  Manager's  philosophy  and  discipline,  and  are
required   to   invest   alongside   the   Fund's   shareholders.
Shareholder servicing is equally important.  You can  be  assured
that  the Manager has built an organization trained to carry  out
an  investment discipline that assesses risk before  reward,  and
that   values  an  ethic  to  service  the  Fund's  shareholders'
investment and administrative needs.


   Your  trust is appreciated. We continue to work diligently  in
order to achieve the Fund's long-term objectives.

                                  Sincerely,
								  
								  
                                  /s/ Robert A. Olstein
                                  Robert A. Olstein
                                  President
   October 20, 1997

<PAGE>

THE OLSTEIN FINANCIAL ALERT FUND
Schedule of Investments                                      AUGUST 31, 1997
- -----------------------------------------------------------------------------
 																VALUE
                                                 SHARES        (NOTE 2)
                                                 ------        --------
COMMON STOCK - 75.9%
COMMUNICATIONS & BROADCASTING - 0.8%
     BET Holdings, Inc. (A Shares)*..........     14,500    $     570,938
     Comcast Corp. (Special A Shares) .......     38,000          890,624
                                                            -------------
     TOTAL COMMUNICATIONS & BROADCASTING                        1,461,562
	                                                        -------------
FINANCE & INSURANCE - 3.0%
     INSURANCE CARRIERS - 0.6%
     MGIC Investment Corp....................     22,000        1,106,874
                                                            -------------
     
     SECURITY & COMMODITY BROKERS, DEALERS & SERVICES - 1.4%
     Lehman Brothers Holdings, Inc...........     41,000        1,798,875
     Paine Webber Group, Inc.................     22,500          864,844
                                                            -------------
                                                                2,663,719
                                                            -------------
	 STATE & NATIONAL BANKS - 1.0%
     JSB Financial, Inc......................     39,000        1,769,625
                                                            -------------
     TOTAL FINANCE & INSURANCE..........................        5,540,218
	                                                        -------------
															
MANUFACTURING - 61.1%
     CHEMICALS & ALLIED PRODUCTS - 2.8%
     Brunswick Technologies, Inc.*...........     60,000        1,057,500
     Learonal, Inc.+.........................    183,000        4,003,125
                                                            -------------
                                                                5,060,625
															-------------	 
     COMPUTER & OFFICE EQUIPMENT - 3.5%
     Dynatech Corp...........................     26,000          994,500
     Hewlett-Packard Co......................     23,000        1,410,188
     Intel Corp.+............................     17,000        1,566,125
     Seagate Technology......................     62,500        2,386,719
                                                            -------------
                                                                6,357,532
															-------------	
     FOOD & BEVERAGE - 0.3%
     Smucker (J.M.) Co. (B Shares)...........     22,100          542,831
                                                            -------------
     
     FURNITURE & FIXTURES - 3.1%
     Ethan Allen Interiors, Inc. (Rights
      Attached) .............................     17,400        1,278,900
     La-Z-Boy, Inc...........................     69,100        2,444,412
     Stanley Furniture Co., Inc.*............     67,600        1,926,600
                                                            -------------
                                                                5,649,912
															-------------	
     GAMES & TOYS - 1.1%
     Mattel, Inc.............................     61,300        2,049,719
                                                            -------------
     
     GLASS, CONCRETE & OTHER PRODUCTS - 2.8%
     Centex Construction Products, Inc.......     87,900        2,516,137
     Giant Cement Holding, Inc.*.............     83,000        1,898,625
     Southdown, Inc..........................     12,400          582,025
                                                            -------------
                                                                4,996,787
															-------------
														
															
                                                                VALUE
                                                 SHARES        (NOTE 2)
                                                 ------        --------
															
     MISC. ELECTRICAL MACHINERY, EQUIPMENT & SUPPLIES - 6.2%
     Aavid Thermal Technologies*.............     18,200    $     536,900
     Amphenol Corp. (A Shares)*..............     89,600        3,516,800
     Andrea Electronics Corp.*...............    105,100        3,560,263
     Orbit/FR, Inc.*.........................      5,000          136,250
     Silicon Valley Group, Inc.*.............     80,000        2,700,000
     Varian Associates, Inc..................     14,500          827,406
     Woodhead Industries, Inc................      2,500           46,250
                                                            -------------
                                                               11,323,869
															-------------
															
     MISCELLANEOUS INDUSTRIAL MACHINERY & EQUIPMENT - 3.2%
     LSI Industries, Inc.....................     33,000          478,500
     Simpson Manufacturing Co.*..............     72,000        2,655,000
     Tidewater, Inc..........................     49,500        2,598,750
                                                            -------------
                                                                5,732,250
															-------------	
     MISCELLANEOUS MANUFACTURING INDUSTRIES - 5.2%
     Brunswick Corp+.........................     86,500        2,638,250
     Champion Enterprises, Inc...............    143,500        2,475,375
     Deltic Timber Corp......................     58,000        1,714,625
     Pittway Corp. (A Shares)................     19,600        1,182,125
     Skyline Corp............................     26,000          752,375
     Steel of West Virginia, Inc.*...........     73,200          732,000
                                                            -------------
                                                                9,494,750
															-------------	
     PAPER & PAPER PRODUCTS - 1.9%
     Boise Cascade Corp......................     88,000        3,481,500
                                                            -------------
     
     PHARMACEUTICAL PREPARATIONS - 0.8%
     Merck & Co., Inc........................      8,000          734,500
     Pharmacia & Upjohn, Inc.................     21,500          732,344
                                                            -------------
                                                                1,466,844
															-------------	
     PRECISION INSTRUMENTS & MEDICAL SUPPLIES - 0.8%
     IFR Systems, Inc........................     55,500        1,422,188
                                                            -------------
     
     PRINTING & PUBLISHING - 8.5%
     Bowater, Inc............................     62,900        3,219,694
     Bowne & Co., Inc........................    113,400        3,281,512
     Gannett Co., Inc........................     31,500        3,069,281
     Meredith Corp...........................     81,700        2,451,000
     Reader's Digest Association, Inc.
      (A Shares).............................     73,000        2,158,062
     Reader's Digest Association, Inc.
      (B Shares).............................     41,000        1,137,750
                                                            -------------
                                                               15,317,299
															-------------
															
     TELECOMMUNICATIONS EQUIPMENT - 2.6%
     Adaptec, Inc............................     11,000          528,000
     C-COR Electronics, Inc..................     98,500        1,268,188
     HSN, Inc.*..............................     90,000        2,970,000
                                                            -------------
                                                                4,766,188
															-------------	
The accompanying notes are an integral part of the financial statements.
<PAGE>

THE OLSTEIN FINANCIAL ALERT FUND
Schedule of Investments - CONTINUED                         AUGUST 31, 1997
- -----------------------------------------------------------------------------


                                                                VALUE
                                                 SHARES        (NOTE 2)
                                                 ------        --------
															
     TEXTILES & APPAREL - 2.1%
     Liz Claiborne, Inc......................     27,000    $   1,203,188
     Quiksilver, Inc.*.......................     75,000        2,554,688
                                                            -------------
                                                                3,757,876
															-------------	
     TOBACCO - 2.2%
     Philip Morris Cos., Inc.................     90,000        3,926,250
                                                            -------------
     
     TRANSPORTATION - 6.6%
     Airnet Systems, Inc. *..................     70,300        1,502,662
     Continental Airlines, Inc.
      (B Shares)*+...........................     30,000        1,098,750
     Delta Air Lines, Inc. (Preferred
      Rights Attached)+ .....................     90,000        7,785,000
     Florida East Coast Industries, Inc......     14,500        1,627,625
                                                            -------------
                                                               12,014,037
															-------------   
     TRANSPORTATION EQUIPMENT - 7.4%
     Coachmen Industries, Inc................    319,000        5,901,500
     Fleetwood Enterprises, Inc..............    132,000        4,108,500
     General Motors Corp.+...................     40,000        2,510,000
     Thor Industries, Inc....................     34,500          935,812
                                                            -------------
                                                               13,455,812
															-------------   
     TOTAL MANUFACTURING...............................       110,816,269
                                                            -------------	 
MINING - 0.6%
     Cleveland-Cliffs Inc....................     25,000        1,042,187
                                                            -------------

SERVICES - 5.5%
     BUSINESS SERVICES - 4.4%
     Catalina Marketing Corp.*...............     52,000        2,408,250
     Hvide Marine, Inc.*.....................     65,000        2,006,875
     Sotheby's Holdings, Inc.
       (A Shares)+...........................   140,500         2,660,719
     Trico Marine Services, Inc.*............     30,000          930,000
                                                            -------------
                                                                8,005,844
															-------------	
     PERSONAL SERVICES - 1.1%
     Hilton Hotels Corp......................     65,200        2,000,825
                                                            -------------
      TOTAL SERVICES....................................       10,006,669
	                                                        ------------- 
WHOLESALE & RETAIL TRADE - 4.9%
     MISCELLANEOUS RETAIL STORES - 0.2%
     Lund International Holdings, Inc.*......     38,650          434,812
                                                            -------------
     
     RETAIL APPAREL & ACCESSORY STORES - 3.0%
     Claire's Stores, Inc....................     45,000          945,000
     The Wet Seal, Inc.*.....................    205,000        4,458,750
                                                            -------------
                                                                5,403,750
															-------------

                                                                VALUE
                                                 SHARES        (NOTE 2)
                                                 ------        --------
															
															
     WHOLESALE ELECTRONIC EQUIPMENT & COMPUTERS - 1.2%
     Tandy Corp..............................     32,500    $   2,157,188
                                                            -------------
     
     WHOLESALE MISCELLANEOUS - 0.5%
     Wynn's International, Inc...............     31,500          909,563
                                                            -------------
     
     Total Wholesale & Retail Trade.....................        8,905,313
	                                                        ------------- 
     TOTAL COMMON STOCK
      (COST $109,338,243)...............................      137,772,218
                                                            -------------

MUTUAL FUNDS - 0.2%
Scudder Managed Cash Fund,
      5.22% (COST $332,855)..................     332,855         332,855
                                                            -------------
     

                                                  PAR            
                                                 ($000)         
                                                 ------        	


U.S. GOVERNMENT AGENCY
 OBLIGATIONS - 23.9%
     Federal Home Loan Bank, 5.36%,
      09/08/97...............................     2,483       2,480,412
     Federal Home Loan Bank, 5.40%,
       09/10/97..............................     1,487        1,484,993
     Federal Home Loan Mtge. Corp.,
      5.37%, 09/03/97........................     4,066        4,064,787
     Federal Home Loan Mtge. Corp.,
      5.37%, 09/04/97........................     6,700        6,697,002
     Federal Home Loan Mtge. Corp.,
       5.36%, 09/05/97.......................     5,200        5,196,903
     Federal Home Loan Mtge. Corp.,
      5.42%, 09/09/97........................     8,508        8,497,753
     Federal Home Loan Mtge. Corp.,
       5.32%, 09/20/97.......................     5,900        5,899,128
     Federal Home Loan Mtge Corp.,
      5.44%, 09/25/97+.......................     2,190        2,182,057
     Federal National Mtge. Assn.,
      5.43%, 09/11/97........................     6,870        6,859,638
                                                             -----------
     
     TOTAL U.S. GOVERNMENT
       AGENCY OBLIGATIONS
      (COST $43,362,673)...............................       43,362,673
                                                             -----------

TOTAL INVESTMENTS
(COST $153,033,771) -  100.0%..........................     $181,467,746
                                                            ============
															 
*Non-income producing securities.
+A  portion  of  these  securities were pledged to cover  collateralization
 requirements  on open short sale transactions.  (See Note 3  of  Notes  to
 Financial  Statements).   At  the  fiscal  year  end, securities   pledged
 amounted to $9,976,570.

The accompanying notes are an integral part of the financial statements.
<PAGE>

THE OLSTEIN FINANCIAL ALERT FUND
Schedule of Securities Sold Short                             August 31, 1997
- -----------------------------------------------------------------------------

                                                                VALUE
                                                 SHARES        (NOTE 2)
                                                 ------        --------		
SECURITIES SOLD SHORT
COMMUNICATIONS & BROADCASTING 
     Tel-Save Holdings, Inc. ................     11,000    $     196,625
                                                            -------------
     
FINANCE & INSURANCE 
     Arcadia Financial Ltd.  ................     15,000          149,063
     Jayhawk Acceptance Corp.................     10,000           11,875
                                                            -------------
     Total Finance & Insurance..........................          160,938
	                                                        -------------
MANUFACTURING 
     Cooper Cameron Corp.....................      9,000          583,875
     Copytele, Inc...........................     20,000           91,250
     Itron, Inc. ............................     11,300          271,200
     Medicis Pharmaceutical Corp.
      (A Shares).............................      7,000          278,250
     North American Vaccine, Inc.............      3,500           71,750
     TurboChef, Inc..........................      5,000           60,000
     Vivus, Inc..............................     11,000          294,250
     Zonagen, Inc............................     11,000          347,875
                                                            -------------
     TOTAL MANUFACTURING................................        1,998,450
	                                                        -------------

                                                                VALUE
                                                 SHARES        (NOTE 2)
                                                 ------        --------		

SERVICES 
     Aspen Technology, Inc...................      4,000      $   136,500
     Cambridge Technology
      Partners, Inc..........................      4,000          129,000
     Cks Group, Inc..........................      2,700           90,111
     FPA Medical Management, Inc.............      8,500          246,500
     HNC Software Inc........................      6,500          236,438
     Imnet Systems, Inc......................      8,000          264,000
     Medaphis Corp...........................     17,000          155,125
     Pegasystems Inc. .......................      6,900          185,869
     Prepaid Legal Services, Inc.............     11,000          261,250
     Signature Resorts Inc...................     10,000          358,750
                                                            -------------
     TOTAL SERVICES.....................................        2,063,543
	                                                        -------------
															
WHOLESALE & RETAIL TRADE 
     Best Buy Co., Inc.......................     22,000          374,000
     Boston Chicken, Inc.....................     10,000          123,125
     Brightpoint, Inc........................      6,000          225,000
     Cellstar Corp...........................      8,000          266,500
     Cylink Corp.............................      8,300           95,450
     Einstein/Noah, Bagel Corp...............     22,200          235,875
     Today's Man, Inc........................     17,000           55,250
     U.S. Office Products Co.................      9,100          298,025
                                                            -------------
     TOTAL WHOLESALE & RETAIL TRADE.....................        1,673,225
	                                                        -------------
     TOTAL SECURITIES SOLD SHORT
      (PROCEEDS $5,042,100)............................     $   6,092,781
                                                            =============


The accompanying notes are an integral part of the financial statements.
<PAGE>

THE OLSTEIN FINANCIAL ALERT FUND
Statement of Assets and Liabilities                             August 31, 1997
- -------------------------------------------------------------------------------

ASSETS:
Investments in securities (identified cost $153,033,771) (Note 2) $181,467,746
Cash..............................................................         815
Receivable from brokers for securities sold short ................   5,042,100
Dividends and interest receivable ................................      96,795
Receivable for investments sold ..................................   1,073,062
Receivable for capital shares sold................................      60,266
Unamortized organization costs ...................................      69,262
Other assets......................................................      42,452
                                                                   -----------
 Total assets .................................................... 187,952,498
                                                                   -----------

LIABILITIES:
 Securities sold short (proceeds: $5,042,100) (Note 3) ...........   6,092,781
 Payable for investments purchased ...............................   5,390,427
 Payable  for capital shares repurchased..........................     350,000
 Due to Investment Manager (Note 4) ..............................     146,161
 Other accrued expenses (Note 4) .................................     371,496
                                                                   -----------
 Total liabilities ...............................................  12,350,865
                                                                   -----------

NET ASSETS .......................................................$175,601,633
                                                                  ============

NET ASSETS CONSIST OF:
Net unrealized appreciation of investments (Note 3) ..............$ 28,433,975
Net unrealized depreciation on securities sold short .............  (1,050,681)
Accumulated net realized gain ....................................  23,497,945
Shares of beneficial interest ....................................      11,875
Additional paid-in capital ....................................... 124,708,519
                                                                  ------------

NET ASSETS, for 11,874,766 shares outstanding ....................$175,601,633
                                                                  ============

NET ASSET VALUE and offering price per share ($175,601,633
    / 11,874,766 outstanding shares of beneficial interest,
   $0.001 par value)..............................................     $ 14.79
                                                                       =======
The accompanying notes are an integral part of the financial statements.
<PAGE>

THE OLSTEIN FINANCIAL ALERT FUND
Statement of Operations
- -------------------------------------------------------------------------------


                                                                FOR THE
                                                            FISCAL YEAR ENDED
															 AUGUST 31, 1997
                                                            -----------------
INVESTMENT INCOME:
 Dividends......................................             $    1,015,927
 Interest.......................................                  1,650,154
                                                             --------------
																  2,666,081
															 --------------
                                                             
EXPENSES:
 Management fee (Note 4) .......................                  1,375,148
 Distribution expenses (Note 4) ................                  1,375,148
 Custodian fee (Note 4) ........................                     49,688
 Transfer Agent fee (Note 4) ...................                     60,225
 Administration fee (Note 4) ...................                    157,204
 Accounting fee (Note 4) .......................                     68,447
 Trustees' fees and expenses (Note 4) ..........                     18,693
 Amortization of organizational expenses .......                     25,263
 Professional fees..............................                     51,833
 Shareholders report fees ......................                     25,456
 Registration fees .............................                     26,086
 Dividend expense for securities sold short ....                        135
 Miscellaneous .................................                     45,377
                                                             --------------

Total expenses .................................                  3,278,703
                                                             --------------
Net investment loss ............................                   (612,622)
                                                             -------------- 
                               
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
 Net realized gain on investment transactions ...                25,164,729
 Net realized gain on securities sold short .....                   432,004
                                                             --------------
  Net realized gain on investments...............                25,596,733
                                                             --------------
 Net change in unrealized appreciation of 
  investments....................................                26,645,062
 Net change in  unrealized depreciation on 
  securities sold short .........................                (1,170,245)
                                                             -------------- 
  Net change in unrealized appreciation..........                25,474,817
                                                             --------------
 Net gain on investments ........................                51,071,550
                                                             -------------- 

NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS         $   50,458,928
                                                             ==============
															 
The accompanying notes are an integral part of the financial statements.
<PAGE>

THE OLSTEIN FINANCIAL ALERT FUND
Statements of Changes in Net Assets
- -------------------------------------------------------------------------------



                                                              FOR THE PERIOD
                                              FOR THE       SEPTEMBER 21, 1995+
                                         FISCAL YEAR ENDED       THROUGH
                                          AUGUST 31, 1997     AUGUST 31, 1996
                                         ----------------   -------------------
INCREASE (DECREASE) IN NET ASSETS:
Operations:
 Net investment loss....................  $    (612,622)      $    (606,294)
 Net realized gain on investments.......     25,596,733           9,428,842
 Net change in unrealized 
     appreciation ......................     25,474,817           1,908,477
                                          -------------       -------------
 Net increase in net assets resulting 
   from operations .....................     50,458,928          10,731,025
                                          -------------       -------------
Distributions to shareholders from:
 Net realized gains ....................    (10,206,993)           (101,721)
                                          -------------       ------------- 
Increase in net assets from Fund share
 transactions (Note 5) .................     26,344,944          98,275,450
                                          -------------       -------------
Increase in net assets .................     66,596,879         108,904,754

NET ASSETS:
 Beginning of period ...................    109,004,754             100,000
                                          -------------       ------------- 

 End of period .........................  $ 175,601,633       $ 109,004,754
                                          ==============      =============
										  
+ Commencement of Operations.
<PAGE>

THE OLSTEIN FINANCIAL ALERT FUND
Financial Highlights
- -------------------------------------------------------------------------------
  
The following table includes selected data for a share outstanding for the Fund
throughout each  period and other performance information  derived  from  the 
financial statements.   It  should  be  read  in conjunction with the financial
statements and notes thereto.


                                                              FOR THE PERIOD
                                     FOR THE                SEPTEMBER 21, 1995+
                                 FISCAL YEAR ENDED                THROUGH
                                  AUGUST 31, 1997             AUGUST 31, 1996
                                 -----------------          -------------------


NET ASSET VALUE - 
 BEGINNING OF PERIOD.........          $11.21                       $10.00

INVESTMENT OPERATIONS:
 Net investment loss........            (0.05)                       (0.07)
  Net realized and unrealized
   gain on investments.......            4.66                         1.29
                                       ------                        -----
    Total from investment 
	operations...............            4.61                         1.22
                                       ------                        -----
DISTRIBUTIONS:
 From net realized gain 
  on investments.............           (1.03)                       (0.01)
                                       ------                        -----
    Total distributions......           (1.03)                       (0.01)
                                       ------                        -----

NET ASSET VALUE - 
 END OF PERIOD...............          $14.79                       $11.21
                                       ======                       ======

TOTAL RETURN:++..............          43.61%                       12.22%


Ratios (to average net assets)
 /Supplemental Data:
 Expenses....................           2.38%                       2.43%*
 Net investment loss.........         (0.45)%                     (0.68)%*
Portfolio turnover rate......         164.92%                     139.77%*
Average commission rate paid.         $0.0581                      $0.0592
Net assets at end of period 
 (000 omitted)...............        $175,602                     $109,005


+    Commencement of Operations.
++   Total returns do not reflect any deferred sales charge.  The total return
     for  the period, September 21, 1995 through August 31, 1996, has not been
     annualized.
*    Annualized.


The accompanying notes are an integral part of the financial statements.
<PAGE>

  



THE OLSTEIN FINANCIAL ALERT FUND
Notes to the Financial Statements
- -------------------------------------------------------------------------------

1.DESCRIPTION OF THE FUND.The Olstein Financial Alert  Fund  (the
  "Fund")  is  the  first  series  of  The  Olstein  Funds   (the
  "Trust"),  a  Delaware business trust organized  on  March  31,
  1995.  The Fund is registered under the Investment Company  Act
  of   1940,   as  amended  (the  "1940  Act"),  as  an  open-end
  diversified   management  investment   company.   The   primary
  investment   objective  of  the  Fund  is   long-term   capital
  appreciation  with a secondary objective of  income.  The  Fund
  commenced investment operations on September 21, 1995.
  
2.SIGNIFICANT ACCOUNTING POLICIES.The following is a  summary  of
  the significant accounting policies of the Fund:
  
  SECURITY  VALUATION.  The Fund's securities, except  short-term
  investments with remaining maturities of 60 days or  less,  are
  valued  at their market value as determined by their last  sale
  price  in  the  principal market in which these securities  are
  normally  traded.   Lacking any sales,  the  security  will  be
  valued  at  the  mean between the closing bid  and  ask  price.
  Short-term investments with remaining maturities of 60 days  or
  less  are  valued at amortized cost, which approximates  market
  value,  unless  the  Fund's Board of Trustees  determines  that
  this  does  not represent fair value.  The value of  all  other
  securities  is determined in good faith under the direction  of
  the Board of Trustees.
  
  FEDERAL  INCOME TAXES.  The Fund intends to continue to qualify
  for   treatment  as  a  "regulated  investment  company"  under
  Subchapter  M  of  the Internal Revenue Code  of  1986  and  to
  distribute  all  of  its taxable income  to  its  shareholders.
  Therefore, no federal income tax provision has been provided.
  
  DISTRIBUTIONS   TO   SHAREHOLDERS.    Distributions   of    net
  investment income and net realized gains, if any, will  be  made
  annually in December.  Additional distributions may be made  to
  the extent necessary.
  
  DEFERRED  ORGANIZATION COSTS.  Costs incurred by  the  Fund  in
  connection  with  its organization have been deferred  and  are
  being  amortized using the straight-line method  over  a  five-
  year  period  beginning  on the date that  the  Fund  commenced
  operations.   In  the event that any of the initial  shares  of
  the  Fund  are redeemed during the amortization period  by  any
  holder thereof, the redemption proceeds will be reduced by  any
  unamortized  organization expenses in the  same  proportion  as
  the  number  of  initial  shares being redeemed  bears  to  the
  number  of  initial  shares outstanding at  the  time  of  such
  redemption.
  
  USE  OF  ESTIMATES IN THE PREPARATION OF FINANCIAL  STATEMENTS.
  The  preparation  of  financial statements in  conformity  with
  generally  accepted  accounting principles requires  management
  to  make  estimates  and assumptions that effect  the  reported
  amounts  of assets and liabilities and disclosure of contingent
  assets  and liabilities at the date of the financial statements
  and  the  reported amounts of revenue and expenses  during  the
  reporting  period.   Actual results  could  differ  from  those
  estimates.
  
  OTHER.   Investment security transactions are accounted for  on
  a  trade date basis.  The Fund uses the specific identification
  method  for  determining realized gain or loss  on  investments
  for both financial and federal income tax reporting purposes.
  
3.PURCHASES  AND  SALES  OF  INVESTMENT SECURITIES.   During  the
  fiscal  year  ended  August 31, 1997, purchases  and  sales  of
  investment  securities  (excluding securities  sold  short  and
  short-term investments) aggregated as follows:
  
        Purchases.................... $181,636,173
        Sales........................  189,387,756


  The following balances for the Fund are as of August 31, 1997:
  
       COST FOR      NET TAX BASIS    TAX BASIS GROSS   TAX BASIS GROSS
    FEDERAL INCOME    UNREALIZED         UNREALIZED        UNREALIZED
     TAX PURPOSES     APPRECIATION      APPRECIATION      DEPRECIATION
    --------------   --------------   ---------------   ---------------
     $153,066,175      $28,401,571      $28,804,098        $402,527
<PAGE>

THE OLSTEIN FINANCIAL ALERT FUND
Notes to the Financial Statements - CONTINUED
- -------------------------------------------------------------------------------


  SHORT  SALES.  Short sales are transactions in which  the  Fund
  sells  a security it does not own, in anticipation of a decline
  in  the  market  value of that security.  To  complete  such  a
  transaction,  the Fund must borrow the security to  deliver  to
  the  buyer  upon the short sale; the Fund then is obligated  to
  replace  the  security borrowed by purchasing it  in  the  open
  market  at some later date.  The Fund will incur a loss if  the
  market price of the security increases between the date of  the
  short  sale  and  the  date  on which  the  Fund  replaces  the
  borrowed  security.   The  Fund will  realize  a  gain  if  the
  security  declines  in value between those  dates.   All  short
  sales  must  be  fully collateralized.  The Fund maintains  the
  collateral  in  a segregated account consisting of  cash,  U.S.
  Government  securities  or other liquid  assets  sufficient  to
  collateralize  the  market value of its short  positions.   The
  Fund  limits the value of short positions to 25% of the  Fund's
  net  assets.  At August 31, 1997, the Fund had 3.5% of its  net
  assets  in  short positions.  For the fiscal year ended  August
  31,  1997,  the  cost of investments purchased to  cover  short
  sales  and the proceeds from those investments sold short  were
  $7,428,073 and $7,860,077, respectively.
  
4.INVESTMENT   MANAGEMENT   FEE  AND  OTHER   TRANSACTIONS   WITH
  AFFILIATES.   The  Fund  employs  Olstein  &  Associates,  L.P.
  ("Olstein  &  Associates" or the "Investment Manager")  as  the
  investment  manager.   Pursuant  to  an  investment  management
  agreement  with  the  Fund,  the  Investment  Manager   selects
  investments   and  supervises  the  assets  of  the   Fund   in
  accordance   with  the  investment  objective,   policies   and
  restrictions  of  the  Fund, subject  to  the  supervision  and
  direction  of  the  Board of Trustees.  For its  services,  the
  Investment Manager is paid a monthly fee at the annual rate  of
  1.00%  of the Fund's average daily net assets.  For the  fiscal
  year  ended  August  31,  1997, the  Fund  incurred  investment
  management fees of $1,375,148.
  
  Rodney  Square  Management Corp. ("Rodney  Square"),  a  wholly
  owned subsidiary of Wilmington Trust Company ("WTC"), which  is
  wholly  owned by Wilmington Trust Corporation, a publicly  held
  bank  holding  company,  serves as Administrator  to  the  Fund
  pursuant  to  an  Administration Agreement with  the  Trust  on
  behalf  of  the  Fund.  As  Administrator,  Rodney  Square   is
  responsible   for  services  such  as  budgeting,   maintaining
  federal   and   state  registration  for  the  Fund's   shares,
  financial   reporting,  compliance  monitoring  and   corporate
  management.  For the services provided, Rodney Square  receives
  a  monthly administration fee at an annual rate based upon  the
  average  daily  net  assets of the Fund as follows:   0.15%  of
  average  daily  net  assets up to $50  million  (subject  to  a
  minimum  annual  fee of $50,000); 0.10% of  average  daily  net
  assets  over $50 million up to $100 million; 0.07%  of  average
  daily  net  assets  over $100 million up to $200  million;  and
  0.05%  of  average  daily net assets over  $200  million.   The
  administration  fee paid to Rodney Square for the  fiscal  year
  ended August 31, 1997 amounted to $157,204.
  
  Rodney  Square  also  serves as Transfer  and  Dividend  Paying
  Agent for the Fund pursuant to a Transfer Agent Agreement  with
  the  Trust  dated August 18, 1995.  WTC serves as Custodian  of
  the assets of the Trust.
  
  Rodney  Square  Distributors,  Inc.  ("RSD"),  a  wholly  owned
  subsidiary  of  WTC,  and  Olstein & Associates  (together  the
  "Distributors")   have   entered  into   a   distribution   and
  underwriting  agreement with the Fund dated  August  18,  1995,
  under  which the Distributors act as co-underwriters to  engage
  in   activities  designed  to  assist  the  Fund  in   securing
  purchasers  for 
<PAGE>

THE OLSTEIN FINANCIAL ALERT FUND
Notes to the Financial Statements - CONTINUED
- -------------------------------------------------------------------------------

  its shares.  The Fund has adopted a Shareholder
  Servicing  and Distribution Plan pursuant to Rule  12b-1  under
  the  1940 Act (the "12b-1 Plan").  Amounts paid under the 12b-1
  Plan  may  compensate  the  Distributors  or  others  for   the
  activities  in  the promotion and distribution  of  the  Fund's
  shares  and for shareholder servicing.  The total amount  which
  the  Fund  will pay under the 12b-1 Plan is 1.00% per annum  of
  the  Fund's  average  daily net assets.  For  the  fiscal  year
  ended  August 31, 1997, fees paid by the Fund pursuant  to  the
  12b-1 Plan amounted to $1,375,148.
  
  Rodney  Square determines the net asset value per share of  the
  Fund  and provides accounting services to the Fund pursuant  to
  an  Accounting  Services  Agreement with  the  Fund.   For  the
  accounting services provided, Rodney Square receives an  annual
  fee  of $40,000, plus an amount based on the average daily  net
  assets  of  the  Fund as follows:  0.03% of average  daily  net
  assets  over $50 million up to $100 million; 0.02%  of  average
  daily  net  assets  over $100 million up to $250  million;  and
  0.01%  of  average  daily net assets  of  the  Fund  over  $250
  million.
  
  Certain  trustees and officers of the Trust are  also  officers
  of  the Trust's Investment Manager.  Such trustees and officers
  are  paid  no  fees  by the Trust for serving  as  trustees  or
  officers of the Trust.
  
  During  the fiscal year ended  August 31, 1997, the  Fund  paid
  total  brokerage  commissions of $228,941 to affiliated  broker
  dealers  in  connection with purchases and sales of  investment
  securities.
  
5.FUND  SHARES.   At  August  31, 1997, there  was  an  unlimited
  number  of  shares  of beneficial interest, $0.001  par  value,
  authorized.   The  following table summarizes the  activity  in
  shares of  the Fund:
  

                         FOR THE FISCAL YEAR        FOR THE PERIOD
                               ENDED             SEPTEMBER 21, 1995+
                           AUGUST 31, 1997     THROUGH AUGUST 31, 1996
                         -------------------   -----------------------
                      SHARES         AMOUNT      SHARES          AMOUNT


  Shares sold.......   1,707,526   $ 21,552,725   10,157,265    $103,041,971
  
  Shares issued to 
  shareholders in
  reinvestment of 
  distributions.....     873,315     10,182,852        9,956         101,256

  Shares redeemed...    (432,096)    (5,390,633)    (451,200)     (4,867,777)
                       ---------   ------------    ---------    ------------

  Net increase......   2,148,745    $26,344,944    9,716,021    $ 98,275,450
                                   =============                ============  

  Shares outstanding:
  
  Beginning of 
   period...........   9,726,021                      10,000
                       ---------                   ---------

  End of period....   11,874,766                   9,726,021
                      ==========                   =========  

+Commencement of Operations.
<PAGE>

THE OLSTEIN FINANCIAL ALERT FUND
Report of Independent Auditors
- -------------------------------------------------------------------------------

REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

To  the Shareholders and Trustees of The Olstein Financial  Alert
Fund:

We   have  audited  the  accompanying  statement  of  assets  and
liabilities,   including  the  schedules   of   investments   and
securities sold short, of The Olstein Financial Alert Fund as  of
August  31,  1997, and the related statement  of  operations for
the year then ended,  and  the  statements  of  changes  in  net
assets  and   financial  highlights  for   the   periods
indicated  therein.   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
auditing  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 and financial highlights.  Our procedures 
included  confirmation  of securities owned as of August 31, 1997
by correspondence with the custodian  and  brokers.   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, the financial statements and financial highlights
referred  to above present fairly, in all material respects,  the
financial position of The Olstein Financial Alert Fund at  August
31,  1997, the results of its operations for the year then ended,
and the changes in its  net assets  and  its financial highlights
for the periods  indicated therein, in conformity with  generally
accepted   accounting principles.

                     /s/ Ernst & Young LLP

Philadelphia, PA
September 26, 1997
<PAGE>

THE OLSTEIN FINANCIAL ALERT FUND
Tax Information
- -------------------------------------------------------------------------------

   During the fiscal year ended August 31, 1997, the Fund paid  a
distribution  of  $1.032  per share from net  short-term  capital
gains.

   In  January  1998,  shareholders  of  the  Fund  will  receive
Federal income tax information on all distributions paid to their
accounts in the calendar year 1997.  Please consult a tax advisor
if you have any questions about federal or state income tax laws,
or how to prepare your tax return.

<PAGE>

[Outside cover -- divided into two sections]


               TRUSTEES                             THE    
          ------------------                    [OLSTEIN LOGO]
      Robert A. Olstein, Chairman                   FUNDS
           Neil C. Klarfeld
		    Fred W. Lange
		      John Lohr
		  D. Michael Murray
		   Erik K. Olstein
		   Lawrence K. Wein


           INVESTMENT MANAGER
       --------------------------
        Olstein & Associates, L.P.
          4 Manhattanville Road
         Purchase, New York 10577
		     (914) 701-7565

                                                               THE
               DISTRIBUTORS                              [OLSTEIN LOGO]
           --------------------                             FINANCIAL 
     Rodney Square Distributors, Inc.                         ALERT
 (Subsidiary of Wilmington Trust Company)                     FUND
                     &
		  Olstein & Associates, L.P.


           SHAREHOLDER SERVICES
       ----------------------------
   Rodney Square Management Corporation
 (Subsidiary of Wilmington Trust Company)
            800-799-2113

                CUSTODIAN
			 ---------------
		Wilmington Trust Company
		
		
              LEGAL COUNSEL
          ---------------------
   Stradley, Ronon, Stevens & Young, LLP


           INDEPENDENT AUDITORS                             ANNUAL REPORT
        --------------------------                         AUGUST 31, 1997
             Ernst & Young LLP
         
		 
THIS  REPORT IS  SUBMITTED  FOR  THE  GENERAL 
INFORMATION OF THE SHAREHOLDERS OF THE  FUND.
THE REPORT IS NOT AUTHORIZED FOR DISTRIBUTION
TO PROSPECTIVE  INVESTORS IN THE FUND  UNLESS
PRECEDED  OR  ACCOMPANIED  BY  AN   EFFECTIVE
PROSPECTUS.

OS06 8/97




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