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

                        Supplement dated October 6, 2006
                    to the Prospectus dated December 31, 2005

THIS SUPPLEMENT CONTAINS NEW AND ADDITIONAL INFORMATION BEYOND THAT CONTAINED IN
THE PROSPECTUS AND SHOULD BE READ IN CONJUNCTION WITH THE PROSPECTUS.

         On September  29, 2006,  Merrill Lynch & Co.,  Inc.  ("Merrill  Lynch")
contributed  its  investment  management  business,   Merrill  Lynch  Investment
Managers,  to BlackRock,  Inc.  ("BlackRock"),  the parent  company of BlackRock
Institutional Management Corporation ("BIMC"), the Money Market Portfolio's (the
"Portfolio") investment adviser (the "Transaction"). The new company formed as a
result of the  Transaction is operating under the BlackRock name. As a result of
the Transaction,  Merrill Lynch has a 49.80% economic  interest and a 45% voting
interest in the new company and The PNC Financial  Services Group,  Inc.,  which
held  a  majority   interest  in  BlackRock  prior  to  the   Transaction,   has
approximately a 34% economic and voting interest.

         Under  the  Investment  Company  Act of  1940  (the  "1940  Act"),  the
Transaction  may be considered an  "assignment"  of the  Portfolio's  Investment
Advisory and  Administration  Agreement with BIMC  resulting in the  Agreement's
automatic  termination.  BIMC is currently serving as the Portfolio's investment
adviser pursuant to an Interim Investment Advisory and Administration  Agreement
(the "Interim  Agreement") entered into between BIMC and The RBB Fund, Inc. (the
"Company") on behalf of the  Portfolio  dated  September  29, 2006.  The Interim
Agreement  can  remain in effect for up to 150 days  while the  Portfolio  seeks
shareholder approval for a new Investment Advisory and Administration  Agreement
between BIMC and the Company on behalf of the Portfolio  (the "New  Agreement").
As required by the 1940 Act,  BIMC's  fees under the Interim  Agreement  will be
placed in an escrow account with the Portfolio's  custodian.  If the Portfolio's
shareholders  approve  the New  Agreement  within  150  days of the  date of the
Interim  Agreement,  such  approval  will be viewed as implicit  approval of the
Interim  Agreement by shareholders and BIMC will receive any fees paid in to the
escrow account,  including  interest earned. If shareholders of the Portfolio do
not  approve  the New  Agreement  within  150  days of the  date of the  Interim
Agreement, then BIMC will be paid, out of the escrow account, the lesser of: (i)
any costs incurred in performing the Interim Agreement,  plus interest earned on
the amount while in escrow; or (ii) the total amount in the escrow account, plus
interest if earned.

         A Special  Meeting of  Shareholders  in connection with the approval of
the New  Agreement  has been called for October 20,  2006.  Proxy  materials  in
connection  with such  Special  Meeting of  Shareholders  were  first  mailed to
shareholders of the Portfolio on or about September 15, 2006.


               PLEASE RETAIN THIS SUPPLEMENT FOR FUTURE REFERENCE.




               SANSOM STREET SHARES OF THE MONEY MARKET PORTFOLIO
                                       OF
                               THE RBB FUND, INC.

                        Supplement dated October 6, 2006
                    to the Prospectus dated December 31, 2005

THIS SUPPLEMENT CONTAINS NEW AND ADDITIONAL INFORMATION BEYOND THAT CONTAINED IN
THE PROSPECTUS AND SHOULD BE READ IN CONJUNCTION WITH THE PROSPECTUS.

         On September  29, 2006,  Merrill Lynch & Co.,  Inc.  ("Merrill  Lynch")
contributed  its  investment  management  business,   Merrill  Lynch  Investment
Managers,  to BlackRock,  Inc.  ("BlackRock"),  the parent  company of BlackRock
Institutional Management Corporation ("BIMC"), the Money Market Portfolio's (the
"Portfolio") investment adviser (the "Transaction"). The new company formed as a
result of the  Transaction is operating under the BlackRock name. As a result of
the Transaction,  Merrill Lynch has a 49.80% economic  interest and a 45% voting
interest in the new company and The PNC Financial  Services Group,  Inc.,  which
held  a  majority   interest  in  BlackRock  prior  to  the   Transaction,   has
approximately a 34% economic and voting interest.

         Under  the  Investment  Company  Act of  1940  (the  "1940  Act"),  the
Transaction  may be considered an  "assignment"  of the  Portfolio's  Investment
Advisory and  Administration  Agreement with BIMC  resulting in the  Agreement's
automatic  termination.  BIMC is currently serving as the Portfolio's investment
adviser pursuant to an Interim Investment Advisory and Administration  Agreement
(the "Interim  Agreement") entered into between BIMC and The RBB Fund, Inc. (the
"Company") on behalf of the  Portfolio  dated  September  29, 2006.  The Interim
Agreement  can  remain in effect for up to 150 days  while the  Portfolio  seeks
shareholder approval for a new Investment Advisory and Administration  Agreement
between BIMC and the Company on behalf of the Portfolio  (the "New  Agreement").
As required by the 1940 Act,  BIMC's  fees under the Interim  Agreement  will be
placed in an escrow account with the Portfolio's  custodian.  If the Portfolio's
shareholders  approve  the New  Agreement  within  150  days of the  date of the
Interim  Agreement,  such  approval  will be viewed as implicit  approval of the
Interim  Agreement by shareholders and BIMC will receive any fees paid in to the
escrow account,  including  interest earned. If shareholders of the Portfolio do
not  approve  the New  Agreement  within  150  days of the  date of the  Interim
Agreement, then BIMC will be paid, out of the escrow account, the lesser of: (i)
any costs incurred in performing the Interim Agreement,  plus interest earned on
the amount while in escrow; or (ii) the total amount in the escrow account, plus
interest if earned.

         A Special  Meeting of  Shareholders  in connection with the approval of
the New  Agreement  has been called for October 20,  2006.  Proxy  materials  in
connection  with such  Special  Meeting of  Shareholders  were  first  mailed to
shareholders of the Portfolio on or about September 15, 2006.


               PLEASE RETAIN THIS SUPPLEMENT FOR FUTURE REFERENCE.