Barrett Opportunity Fund N-CSRS Certified semi-annual shareholder report (management investment company)

As filed with the Securities and Exchange Commission on May 1, 2014

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number  811-02884

Barrett Opportunity Fund, Inc.

(Exact name of registrant as specified in charter)

90 Park Avenue

New York, NY 10016

(Address of principal executive offices) (Zip code)

Peter Shriver

90 Park Avenue

New York, NY 10016

(Name and address of agent for service)

(212) 983-5080

Registrant's telephone number, including area code

Date of fiscal year end: August 31

Date of reporting period:  February 28, 2014

Item 1. Reports to Stockholders.

Semi-Annual Report

February 28, 2014

 INVESTMENT PRODUCTS: NOT FDIC INSURED • NO BANK GUARANTEE • MAY LOSE VALUE

BARRETT

OPPORTUNITY FUND, INC.

Semi-Annual Report   •   February 28, 2014

Fund Objectives The Fund seeks to achieve above average long-term capital appreciation.  Current income is a secondary objective.  The Fund invests primarily in common stocks and securities convertible into or exchangeable for common stock such as convertible preferred stock or convertible debt securities.

What’s Inside	Letter from the Chairperson	1
	Manager Overview	1
	Fund at a Glance	4
	Fund Expenses	5
	Schedule of Investments	6
	Statement of Assets & Liabilities	8
	Statement of Operations	9
	Statements of Changes in Net Assets	10
	Financial Highlights	11
	Notes to Financial Statements	12
	Additional Information	20
	Important Tax Information	22

BARRETT

OPPORTUNITY FUND, INC.

Letter from the	Dear Shareholder,
Chairperson
	We are pleased to provide the semi-annual report of the Barrett Opportunity Fund, Inc.1 (the “Fund”) for the six-month period ended February 28th, 2014.
	The management team at Barrett Asset Management, LLC (“Barrett”) has prepared the enclosed Manager’s Overview, which includes a brief market overview, as well as a performance review.  I urge you to read it as well as the accompanying financial statements. A detailed summary of the Fund’s performance and other pertinent information are also included in this report.  I am sure you will find this report informative and useful.
	On behalf of the Directors and the officers of the Fund, I thank you for your ongoing confidence in the Fund and its investment policies.
	Sincerely,
	Rosalind A. Kochman
	Chairperson
	April 1, 2014

1 The Fund was formerly known as the Salomon Brothers Opportunity Fund Inc.  The Fund name, investment manager and certain investment policies were changed effective December 1, 2006.

Manager Overview	Market Overview
	The stock market has been on a tear during this six-month period except for a minor correction in the month of January.  It finally broke into new all-time highs during this period.  We would like to highlight several catalysts that we have referenced in prior reports:
	•	Exceptionally low interest rates on cash and bonds have not been stiff competition with dividend yields and there is no expectation for a reversal in central bank policies to increase short term rates significantly any time soon.
	•	U.S. corporations have continued to post record profits and although the rate of gain has slowed, profits may  continue to advance.
	•	As a result, companies have been increasing their dividends and repurchasing stock, which can reinforce the attraction of stock dividends versus fixed coupon bonds.
	•	Global economic growth has remained below normal, and therefore there are very few signs of inflation on the horizon.

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OPPORTUNITY FUND, INC.

• The individual investor, who had been a seller of stocks from 2008 through 2012, has returned in 2013 adding more fuel to the market.

• The valuation of the broad market has remained fair, although there is some excessive speculation in isolated areas such as biotechnology and social media companies.

The low interest rate policies of the U.S. Federal Reserve have certainly been at the top of the list of factors influencing the stock market.  Shortly before the change in the leadership from Ben Bernanke to Janet Yellen, the Federal Reserve started to reverse one of its policies that has resulted in keeping intermediate term rates low.  Specifically, the Fed started to reduce the amount of bonds that they would buy each month in the market.  This change has been anticipated, and as a result the yield on 10-year U.S. Treasury bonds has increased from under 2% to closer to 2.75%.  The other change that may occur with the Federal Reserve is a result of the change in leadership to Janet Yellen.  Some Fed watchers anticipate a greater emphasis on focusing on a significant improvement in employment levels before any increase in short term rates.  This will be a fine line for the Federal Reserve to walk as asset prices such as real estate and stocks potentially continue to advance.

As we referenced above, there are signs of speculation in certain areas of the market.  For example, 21 biotechnology companies went public in 2013 and their stocks appreciated some 60% despite the fact that only one of them was profitable.  The biotechnology sector of the S&P 500 Index increased over 2 times the 15% gain in the broader market.  Many of the drugs coming out of the larger biotechnology companies may prove to be successful, but it is typically a sign of investor greed when valuations anticipate large commercial success from new products, or products yet to be released.  Value investors tend to put less weight on possible future results and more weight on actual results.

Portfolio and Performance Review

For the six months ended February 28, 2014, the Fund gained +10.07% compared to a gain of +13.38% for the Lipper Large-Cap Value Fund Index and +15.07% for the S&P 500 Index.  The best performing major segments of the market during this period were the health care and technology sectors.  The worst performing major sectors were energy and consumer staples.  The pattern of larger stocks, as measured by market capitalization, underperforming smaller stocks continued over the past six months.  During that period, the best performers in the Fund relative to the broader market included General Dynamics, 3M Company, AbbVie, and Abbott Labs.  The major underperformers were Chubb, which is the largest position in the Fund, Bank of New York Mellon, Rayonier and Murphy Oil.

Many of the companies have increased their dividends significantly and may continue to do so.   These companies include Johnson & Johnson, Monsanto, PepsiCo, and Automatic Data.  As of February 28, 2014 the Fund’s 30 day SEC yield was 2.2%.

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OPPORTUNITY FUND, INC.

Thank you for your continued interest in the Fund.
Sincerely,
Robert Milnamow	E. Wells Beck, CFA
Portfolio Manager	Portfolio Manager

Past performance is not a guarantee of future results.

The outlook, views, and opinions presented are those of the Adviser as of February 28th, 2014. These are not intended to be a forecast of future events, a guarantee of future results, or investment advice.

Must be preceded or accompanied by a prospectus.

Mutual fund investing involves risk. Principal loss is possible. The Fund is non-diversified, which means that it can invest a higher percentage of its assets in any one issuer. Investing in a non-diversified fund may entail greater risks than is normally associated with more widely diversified funds. The Fund may use derivatives, such as options and futures, which can be illiquid, may disproportionately increase losses, and have a potentially large impact on fund performance. Investing in foreign securities is subject to certain risks not associated with domestic investing, such as currency fluctuations and changes in political and economic conditions. These risks are magnified in emerging or developing markets. Some securities held by the fund may be illiquid and can be difficult to value and sell.

The Lipper Large-Cap Value Funds Index includes funds that, by portfolio practice, invest at least 75% of their equity assets in companies with market capitalizations (on a three year weighted basis) above Lipper’s U.S. Diversified Equity large-cap floor.

The S&P 500® Index is a capitalization weighted index of five hundred large capitalization stocks, which is designed to measure broad domestic securities markets.

Investors cannot invest directly in an index.

Fund holdings and sector allocations are subject to change and should not be considered a recommendation to buy or sell any security. For a complete list of portfolio holdings, please refer the Schedule of Investments provided in this report.

The Barrett Opportunity Fund is distributed by Quasar Distributors, LLC.

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OPPORTUNITY FUND, INC.

Fund at a Glance (Unaudited)

Top Ten Holdings - as of 2/28/2014

(As a percentage of Total Investments)

The Chubb Corp.	17.4	%
General Dynamics Corp.	13.2	%
Royal Dutch Shell PLC – Class A – ADR	12.3	%
The Bank of New York Mellon Corp.	10.9	%
Koninklijke Philips Elections N.V. –
NY Registered Shares – ADR	8.7	%
Murphy Oil Corp.	7.0	%
Rayonier, Inc.	5.1	%
Leucadia National Corp.	4.5	%
Forest City Enterprises, Inc. – Class B	3.3	%
Monsanto Co.	3.0	%

Sector Weightings - as of 2/28/2014

(As a percentage of Total Investments)

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OPPORTUNITY FUND, INC.

Fund Expenses (Unaudited)

Example

As a shareholder of the Fund, you may incur two types of costs: (1) transaction costs and (2) ongoing costs, including management fees and other Fund expenses.  This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

This example is based on an investment of $1,000 invested on September 1, 2013 and held for the six months ended February 28, 2014.

Actual Expenses

The table below titled “Based on Actual Total Return” provides information about actual account values and actual expenses.  You may use the information provided in this table, together with the amount you invested, to estimate the expenses that you paid over the period.  To estimate the expenses you paid on your account, divide your ending account value by $1,000 (for example, an $8,600 ending account value divided by $1,000 = 8.6), then multiply the result by the number under the heading entitled “Expenses Paid During the Period.”

Hypothetical Example for Comparison Purposes

The table below titled “Based on Hypothetical Total Return” provides information about hypothetical account values and hypothetical expenses based on the actual expense ratio and an assumed rate of return of 5.00% per year before expenses, which is not the Fund's actual return.  The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period.  You may use the information provided in this table to compare the ongoing costs of investing in the Fund and other funds.  To do so, compare the 5.00% hypothetical example relating to the Fund with the 5.00% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table below are meant to highlight your ongoing costs only and do not reflect any transactional costs.  Therefore, the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds.  In addition, if these transaction costs were included, your costs would have been higher.

			Expenses Paid
	Beginning	Ending	During the Period*
	Account	Account	September 1, 2013 to
	Value	Value	February 28, 2014
Actual Barrett Opportunity Fund, Inc. Expenses	$1,000.00	$1,100.70	$6.15
Hypothetical Expenses
(5% return per year before expenses)	$1,000.00	$1,018.94	$5.91

* Expenses are equal to the Fund's annualized six-month expense ratio of 1.18%, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period).

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Schedule of Investments

February 28, 2014 (Unaudited)

Shares			Value
		COMMON STOCKS - 93.88%
		Beverage and
		Tobacco Product
		Manufacturing - 1.21%
	10,000	PepsiCo., Inc.	$	800,700
		Chemical
		Manufacturing - 2.35%
	12,000	Abbott Laboratories		477,360
	12,000	AbbVie, Inc.		610,920
	5,000	Johnson & Johnson		460,600
				1,548,880
		Computer and
		Electronic Product
		Manufacturing - 8.71%
	164,710	Koninklijke Philips Electronics
		NV - NY Registered
		Shares - ADR		5,740,144
		Credit Intermediation and
		Related Activities - 10.85%
	223,471	The Bank of New York
		Mellon Corp.		7,151,072
		Data Processing, Hosting
		and Related Services - 1.77%
	15,000	Automatic Data
		Processing, Inc.		1,166,700
		Insurance Carriers and
		Related Activities - 17.39%
	131,000	The Chubb Corp.		11,459,880
		Merchant Wholesalers,
		Nondurable Goods - 3.04%
	18,242	Monsanto Co. (a)		2,006,985

	Miscellaneous
	Manufacturing - 2.04%
10,000	3M Co.	1,347,300
	Petroleum and Coal Products
	Manufacturing - 20.59%
77,300	Murphy Oil Corp. (a)	4,589,301
21,825	Murphy USA, Inc. (b)	885,222
111,100	Royal Dutch Shell PLC -
	Class A - ADR	8,095,857
		13,570,380
	Real Estate - 7.35%
22,800	Alexander & Baldwin, Inc.	948,936
87,400	Forest City Enterprises, Inc. -
	Class A (b)	1,702,552
112,500	Forest City Enterprises, Inc. -
	Class B (b)(c)	2,194,312
		4,845,800
	Transportation Equipment
	Manufacturing - 13.19%
79,400	General Dynamics Corp. (a)	8,697,476
	Waste Management and
	Remediation Services - 0.86%
81,850	TRC Cos., Inc. (b)	564,765
	Wood Product
	Manufacturing - 4.53%
106,800	Leucadia National Corp.	2,983,992
	Total Common Stocks
	(Cost $6,631,103)	61,884,074

The accompanying notes are an integral part of these financial statements.

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OPPORTUNITY FUND, INC.

Schedule of Investments

February 28, 2014 (Unaudited)

Shares			Value
		REAL ESTATE INVESTMENT
		TRUSTS (REIT) - 5.11%
		Real Estate - 5.11%
	71,485	Rayonier, Inc.	$	3,366,229
		Total Real Estate Investment
		Trusts (Cost $634,996)		3,366,229
		SHORT-TERM
		INVESTMENTS - 0.98%
		Money Market Funds - 0.98%
	645,968	Fidelity Institutional Money
		Market Fund - Government
		Portfolio - Class I, 0.01% (d)		645,968
		Total Short-Term Investments
		(Cost $645,968)		645,968
		Total Investments
		(Cost $7,912,067) - 99.97%		65,896,271
		Other Assets in Excess
		of Liabilities - 0.03%		22,124
		Total Net Assets - 100.00%	$	65,918,395

Percentages stated are a percentage of net assets.

ADR - American Depository Receipt

(a) A portion of this security may be subject to call options written and is pledged as collateral for options written.  The aggregate value of these securities as of February 28, 2014 was $15,293,762.  See Note 2.

(b) Non-income producing security.

(c) Convertible into Forest City Enterprises, Inc. - Class A shares.

(d) Variable rate security.  The rate listed is as of February 28, 2014.

Number of
Contracts			Value
		SCHEDULE OF OPTIONS
		WRITTEN
		Call Options
	20	General Dynamics Corp.
		Expiration: May 2014
		Exercise Price: $100.00	$	20,500
	20	Monsanto Co.
		Expiration: April 2014
		Exercise Price: $120.00		940
	20	Murphy Oil Corp.
		Expiration: April 2014
		Exercise Price: $70.00		300
		Total Options Written
		(Premiums Received $7,858)	$	21,740

The accompanying notes are an integral part of these financial statements.

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OPPORTUNITY FUND, INC.

Statement of Assets & Liabilities

February 28, 2014 (Unaudited)

ASSETS:
Investments, at value (cost $7,912,067)	$	65,896,271
Dividend and interest receivable		121,913
Other assets		16,342
Total Assets		66,034,526
LIABILITIES:
Written options, at value (premium received $7,858)		21,740
Payable to Adviser		34,480
Payable to Directors		8,587
Payable for funds shares redeemed		598
Other accrued expenses		50,726
Total Liabilities		116,131
NET ASSETS	$	65,918,395
NET ASSETS CONSIST OF:
Capital stock	$	3,879,028
Accumulated undistributed net investment income		120,582
Accumulated undistributed net realized gain		3,948,463
Net unrealized appreciation (depreciation) on:
Investments		57,984,204
Written options		(13,882	)
Total Net Assets	$	65,918,395
Shares outstanding		1,945,389
Net asset value, offering price and redemption price
per share (15,000,000 shares authorized, $0.01 par value)	$	33.88

The accompanying notes are an integral part of these financial statements.

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OPPORTUNITY FUND, INC.

Statement of Operations

Period Ended February 28, 2014 (Unaudited)

INVESTMENT INCOME:
Dividend income*	$	683,452
Interest income		16
		683,468
EXPENSES:
Investment advisory fees (see Note 2)		231,512
Legal fees		39,564
Directors' fees and expenses		25,082
Administration fees		21,996
Fund accounting fees		13,749
Federal and state registration fees		12,635
Transfer agent fees and expenses		12,035
Audit fees		8,404
Reports to shareholders		4,603
Custody fees		2,602
Other		17,915
Net expenses		390,097
Net investment income		293,371
REALIZED AND UNREALIZED GAIN ON INVESTMENTS:
Net realized gain on investments		3,988,397
Net change in unrealized appreciation (depreciation) on:
Investments		2,081,036
Written options		(14,630	)
		2,066,406
Net realized and unrealized gain on investments		6,054,803
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	6,348,174

*  Net of $32,022 of foreign taxes withheld.

The accompanying notes are an integral part of these financial statements.

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OPPORTUNITY FUND, INC.

Statements of Changes in Net Assets

	Period Ended			Year Ended
	February 28, 2014			August 31, 2013
	(Unaudited)
OPERATIONS:
Net investment income	$	293,371		$	872,157
Net realized gain on investments		3,988,397			6,201,492
Change in net unrealized appreciation
on investments and written options		2,066,406			3,425,119
Net increase in net assets resulting from operations		6,348,174			10,498,768
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS:
Net investment income		(552,030	)		(1,021,537	)
Net realized gains on investment		(4,945,211	)		(5,547,157	)
Total dividends and distributions		(5,497,241	)		(6,568,694	)
CAPITAL SHARE TRANSACTIONS:
Shares sold		9,010			22,693
Shares issued in reinvestment of dividends		3,127,132			3,669,304
Shares redeemed		(1,953,352	)		(5,187,071	)
Net increase (decrease) in net assets
from capital share transactions		1,182,790			(1,495,074	)
TOTAL INCREASE IN NET ASSETS		2,033,723			2,435,000
NET ASSETS:
Beginning of period		63,884,672			61,449,672
End of period (including accumulated undistributed net
investment income of $120,582 and $379,241, respectively)	$	65,918,395		$	63,884,672

The accompanying notes are an integral part of these financial statements.

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OPPORTUNITY FUND, INC.

Financial Highlights

	Period Ended
	February 28,			Year Ended August 31,
	2014			2013			2012			2011			2010			2009
	(Unaudited)
Per Share Data:
Net asset value,
beginning of period	$	33.53		$	31.65		$	31.87		$	30.53		$	32.72		$	50.14
Income (loss) from
investment operations:
Net investment income		0.16			0.48			0.40			0.47			0.39			0.49
Net realized and unrealized
gain (loss) on investments		3.14			4.98			2.41			3.09			(0.74	)		(13.02	)
Total from
investment operations		3.30			5.46			2.81			3.56			(0.35	)		(12.53	)
Less distributions:
Net investment income		(0.30	)		(0.56	)		(0.30	)		(0.44	)		(0.48	)		(0.59	)
Net realized gain
on investments		(2.65	)		(3.02	)		(2.73	)		(1.78	)		(1.36	)		(4.30	)
Total distributions		(2.95	)		(3.58	)		(3.03	)		(2.22	)		(1.84	)		(4.89	)
Net asset value, end of period	$	33.88		$	33.53		$	31.65		$	31.87		$	30.53		$	32.72
Total return1		10.07	%2		18.51	%		9.40	%		11.07	%		(1.38	)%		(23.37	)%
Supplemental data and ratios:
Net assets, end
of period (000,000's)	$	66		$	64		$	61		$	64		$	63		$	70
Ratio of net expenses
to average net assets		1.18	%6		1.19	%		1.19	%3		1.10	%3		1.20	%		1.31	%
Ratio of net investment income
to average net assets		0.89	%6		1.38	%		1.25	%3		1.32	%3		1.15	%		1.50	%
Portfolio turnover rate		0	%2		0	%		4	%		0	%		3	%		0	%4,5

1 Performance figures may reflect compensating balance arrangements fee waivers and/or expense reimbursements.  In the absence of these arrangements, total returns would have been lower.

2 Not annualized for the six months ended February 28, 2014.

3 Such percentages are after advisory fee waiver.  Effective April 29, 2011, the adviser voluntarily agreed to waive 0.05% of average net assets of its advisory fee for the period of one year, this equals 0.03% and 0.02% of average net assets for the years ended August 31, 2012 and August 31, 2011, respectively.  In the absence of these waivers, the ratio of net expenses to average net assets would be 0.03% and 0.02% higher for the years ended August 31, 2012 and August 31, 2011, respectively.

4 Excludes the value of portfolio securities delivered as a result of in-kind redemptions of Fund's capital shares.

5 Amount represents less than 1%.

6 Annualized for the six months ended February 28, 2014.

The accompanying notes are an integral part of these financial statements.

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Notes to Financial Statements (Unaudited)

1.	ORGANIZATION	Barrett Opportunity Fund, Inc. (the “Fund”), a Maryland corporation organized in 1978, is registered as a non-diversified, open-end management
	AND	investment company under the Investment Company Act of 1940, as amended (the “1940 Act”).  The Fund’s investment objective is to achieve
	SIGNIFICANT	above average long-term capital appreciation.  Current income is a secondary objective.
	ACCOUNTING
	POLICIES
		The following are significant accounting policies consistently followed by the Fund and are in conformity with generally accepted accounting principles in the United States of America (“GAAP”).
		(a) Investment Valuation
		Equity securities, including common stocks and REITs, for which market quotations are available are valued at the last reported sales price or official closing price on the primary market or exchange on which they trade.
		Redeemable securities issued by open-end, registered investment companies, including money market funds, are valued at the net asset value (“NAV”) of such companies for purchase and / or redemption orders placed on that day.
		Exchange traded options, including options written, are valued at the composite price, using the National Best Bid and Offer quotes (“NBBO”).  NBBO consists of the highest bid price and lowest ask price across any of the exchanges on which an option is quoted, thus providing a view across the entire U.S. options marketplace.  Specifically, composite pricing looks at the last trades on the exchanges where the options are traded.  If there are no trades for the option on a given business day, composite option pricing calculates the mean of the highest bid price and lowest ask price across the exchanges where the option is traded.
		When prices are not readily available, or are determined not to reflect fair value, such as when the value of a security has been significantly affected by events after the close of the exchange or market on which the security is principally traded, but before the Fund calculates its net asset value, the Fund values these securities at fair value as determined in accordance with procedures approved by the Fund’s Board of Directors.
		The Fund uses valuation techniques to measure fair value that are consistent with the market approach and/or income approach, depending on the type of the security and the particular circumstance.  The market approach uses prices and other relevant information generated by market transactions involving identical or comparable securities.  The income approach uses valuation techniques to discount estimated future cash flows to present value.
		Financial Accounting Standards Board (“FASB”) Accounting Standards Codification, “Fair Value Measurements and Disclosures” Topic 820 (“ASC Topic 820”), establishes a single definition of fair value, creates a three-tier hierarchy as a framework for measuring fair value based on inputs used to value the Fund’s

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investments, and requires additional disclosure about fair value.  The hierarchy of inputs is summarized below:
•  Level 1 –	quoted prices in active markets for identical investments as of the measurement date
•  Level 2 –	other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)
•  Level 3 –	significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of investments)
Inputs refer broadly to the assumptions that market participants use to make valuation decisions, including assumptions about risk.  Inputs may include price information, volatility statistics, specific and broad credit data, liquidity statistics, and other factors.  A financial instrument’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement.  However, the determination of what constitutes “observable” requires significant judgment by the Fund.  The Fund considers observable data to be that market data which is readily available, regularly distributed or updated, reliable and verifiable, not proprietary, and provided by independent sources that are actively involved in the relevant market.  The categorization of a financial instrument within the hierarchy is based upon the pricing transparency of the instrument and does not necessarily correspond to the Fund’s perceived risk of that instrument.
Investments whose values are based on quoted market prices in active markets include listed equities, including common stocks and REITs, and certain money market securities, and are classified within Level 1.  Instruments that trade in markets that are not considered to be active, but are valued based on quoted market prices, dealer quotations or alternative pricing sources supported by observable inputs, are classified within Level 2.  Investments classified within Level 3 have significant unobservable inputs, as they trade infrequently or not at all.
The following is a summary of the inputs used in valuing the Fund’s assets carried at fair value as of the period ended February 28, 2014.  The inputs and methodologies used to value securities may not be an indication of the risk associated with investing in these securities.

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			Other
			Significant			Significant
	Quoted		Observable			Unobservable
	Prices		Inputs			Inputs
Description	(Level 1)		(Level 2)			(Level 3)		Total
Assets
Common Stocks
Administration
Support and Waste
Management	$	564,765	$	—		$	—	$	564,765
Finance & Insurance		18,610,952		—			—		18,610,952
Information		1,166,700		—			—		1,166,700
Manufacturing		34,688,872		—			—		34,688,872
Real Estate,
Rental & Leasing		2,651,488		2,194,313			—		4,845,801
Wholesale Trade		2,006,984		—			—		2,006,984	��
Total Common Stocks		59,689,761		2,194,313			—		61,884,074
REITs		3,366,229		—			—		3,366,229
Money Market Funds		645,968		—			—		645,968
Total Investments	$	63,701,958	$	2,194,313		$	—	$	65,896,271
Liabilities
Options Written	$	—	$	(21,740	)	$	—	$	(21,740	)

There were no transfers of securities between levels during the reporting period.  The Fund did not hold any Level 3 securities during the period.  It is the Fund’s policy to record transfers between levels as of the end of the reporting period.

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OPPORTUNITY FUND, INC.

Derivative Instruments

The Fund may invest in derivative instruments such as written options.

Statement of Assets & Liabilities – Values of derivative instruments as of February 28, 2014:

	Liability Derivatives
Derivatives not	Statement of
accounted for as	Assets and
hedging instruments	Liabilities Location	Value
Equity Contracts – Options	Options written, at value	$21,740

The effect of derivative instruments on the Statement of Operations for the period ended February 28, 2014:
Derivatives	Change in Net Unrealized Depreciation
not accounted	on Derivatives Recognized in Income
for as hedging
instruments	Options
Equity Contracts	($14,630)
(b) Options
GAAP requires enhanced disclosures about the Fund’s derivative activities, including how such activities are accounted for and their effect on the Fund’s financial position and results of operations.
The Fund is subject to equity price risk in the normal course of pursuing its investment objective.  The Fund enters into written call options to hedge against changes in the value of equities.  The Fund’s option component of the overall investment strategy is often referred to as a “buy-write” strategy (also called a “covered call” strategy), in which the Adviser (as defined below) writes (sells) a call option contract while at the same time owning an equivalent number of shares of the underlying stock to generate moderate current income.  The writing of call options is intended to reduce the volatility of the portfolio and to earn premium income.  Written call options expose the Fund to minimal counterparty credit risk since they are exchange traded and the exchange’s clearing house guarantees the options against default.
As the writer of a call option, the Fund has the obligation to sell the security at the exercise price during the exercise period in the event the option is exercised.
When the Fund writes an option, an amount equal to the premium received by the Fund is recorded as a liability and is subsequently adjusted to the current fair value of the option written.  Premiums received from writing options that expire unexercised are treated by the Fund on the expiration date as realized gains from options written.  The difference between the premium and the amount paid on effecting a closing purchase transaction, including brokerage

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OPPORTUNITY FUND, INC.

commissions, is also treated as a realized gain, or, if the premium is less than the amount paid for the closing purchase transaction, as a realized loss.  If a call option is exercised, the premium is added to the proceeds from the sale of the underlying security or currency in determining whether the Fund has realized a gain or a loss.  The Fund as writer of an option bears the market risk of an unfavorable change in the price of the security underlying the written option.

Transactions in options written during the period ended February 28, 2014 were as follows:

Call Options	Contracts		Premiums
Outstanding, beginning of year		40	$	5,618
Options written		60		7,858
Options terminated in closing transactions		—		—
Options exercised		(40)		(5,618	)
Options expired		—		—
Outstanding, end of year		60	$	7,858

(c) Security Transactions and Investment Income

Security transactions are accounted for on a trade date basis.  Interest income, adjusted for amortization of premium and accretion of discount, is recorded on the accrual basis.  Dividend income is recorded on the ex-dividend date.  Under applicable tax laws, a withholding tax may be imposed on interest, dividends, and capital gains at various rates and withholding taxes on foreign dividends have been provided for in accordance with the Fund’s understanding of the applicable country’s tax rules and rates.  The cost of investments sold is determined by use of the specific identification method for computing the gain/loss on the transaction.  It is the Fund’s policy to recognize a loss on a worthless security once it is determined beyond a reasonable doubt that there is no possibility of future worth.  Proceeds from bankruptcy settlements will generally be recognized as a realized gain if the security is no longer held and as a return of capital if the security is still held.

(d) Distributions to Shareholders

The Fund will distribute any net investment income and any net realized long- or short-term capital gains at least annually.  Distributions from net realized gains for book purposes may include short-term capital gains.  All short-term capital gains are included in ordinary income for tax purposes.  Distributions to shareholders are recorded on the ex-dividend date.  The Fund may also pay a special distribution at the end of the calendar year to comply with federal tax requirements.

(e) REIT Distributions

The character of distributions received from REITs held by the Fund is generally comprised of net investment income, capital gains, and return of capital.  It is the

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OPPORTUNITY FUND, INC.

policy of the Fund to estimate the character of distributions received from underlying REITs based on historical data provided by the REITs.  After each calendar year end, REITs report the actual tax character of these distributions.  Differences between the estimated and actual amounts reported by the REITs are reflected in the Fund’s records in the year in which they are reported by the REITs by adjusted related investment cost basis, capital gains and income, as necessary.

(f) Federal Income Taxes

It is the Fund’s policy to comply with the federal income and excise tax requirements of subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”), necessary to qualify as a regulated investment company.  Accordingly, the Fund intends to distribute its taxable income and net realized gains, if any, to shareholders in accordance with timing requirements imposed by the Code.  Therefore, no federal income tax provision is provided in the Fund’s financial statements.

As of and during the year ended August 31, 2013, the Fund did not have a liability of any unrecognized tax benefits.  The Fund recognizes interest and penalties, if any, related to uncertain tax benefits as income tax expense in the Statement of Operations.  During the period, the Fund did not incur any interest or penalties.  The Fund is not subject to examination by U.S. taxing authorities for tax periods prior to 2009.

(g) Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.  Actual results could differ from those estimates.

(h) Indemnification

In the normal course of business the Fund enters into contracts that contain general indemnification clauses.  The Fund’s maximum exposure under these agreements is unknown, as this would involve future claims against the Fund that have not yet occurred.  Based on experience, the Fund expects the risk of loss to be remote.

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2.	INVESTMENT	The Fund has an Investment Advisory Agreement with Barrett Asset
	ADVISER	Management, LLC (“Barrett Asset Management” or the “Adviser”).  Under
	AGREEMENT	the Investment Advisory Agreement, the Fund pays an advisory fee,
	AND OTHER	calculated daily and paid monthly, in accordance with the following breakpoint
	TRANSACTIONS	schedule:
	WITH AFFILIATES
		Average Daily Net Assets	Annual Rate
		First $1 billion	0.700%
		Next $1 billion	0.675%
		Next $3 billion	0.650%
		Next $5 billion	0.625%
		Over $10 billion	0.600%
		For the period ended February 28, 2014, the advisory fee totaled $231,512.
		The officers of the Fund are also officers and employees of Barrett Asset Management and do not receive compensation from the Fund.

3. INVESTMENTS During the period ended February 28, 2014, the aggregate cost of purchases and proceeds from sales of investments (excluding short-term investments) were as follows:

Purchases	Sales
$—	$4,412,722

4. CAPITAL SHARES At February 28, 2014, the Fund had 15,000,000 shares of capital stock authorized with a par value of $0.01 per share.  Transactions in shares of the Fund were as follows:

	Period Ended			Year Ended
	February 28, 2014			August 31, 2013
Shares sold		260			695
Shares issued on reinvestment		94,647			121,702
Shares redeemed		(54,844	)		(158,325	)
Net increase (decrease)		40,063			(35,928	)

5. INCOME TAX The tax character of distributions paid during the fiscal years ended August 31,

INFORMATION	were as follows:
AND		2013		2012
DISTRIBUTIONS	Distributions Paid From:
TO	Ordinary Income	$	1,021,537	$	597,335
SHAREHOLDERS	Net long-term capital gains		5,547,157		5,425,499
	Total distributions paid	$	6,568,694	$	6,022,834

The Fund designated as long-term capital gain dividend, pursuant to Internal Revenue Code Section 852(b)(3), the amount necessary to reduce the earnings and profits of the Fund related to net capital gain to zero for the tax year ended

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OPPORTUNITY FUND, INC.

August 31, 2013.  The Fund utilized earnings and profits distributed to shareholders on redemption of shares as part of the dividend paid deduction.

The amount designated as long-term capital gain for the fiscal years ended August 31, 2013 and 2012 was $466,288 and $296,410, respectively.

At August 31, 2013, the aggregate gross unrealized appreciation and depreciation of investments for federal income tax purposes were as follows:

Tax cost of investments	$	7,957,031
Gross unrealized appreciation		55,904,657
Gross unrealized depreciation		(741	)
Net unrealized appreciation	$	55,903,916
As of August 31, 2013, the components of accumulated earnings on a tax basis were as follows:
Undistributed operating income	$	415,792
Undistributed long-term gains		4,896,248
Distributable earnings		5,312,040
Unrealized appreciation		55,903,916
Other accumulated losses*		(27,522	)
Total accumulated gains		61,188,434

*  Other temporary differences are primarily attributable to the timing of certain expenses.

GAAP requires that certain components of net assets be reclassified to reflect permanent differences between financial and tax reporting.  These reclassifications have no effect on net assets or net asset values per share.  During the current year, accumulated net realized gain was decreased by $466,288 and paid-in capital was increased by $466,288 for permanent book-to-tax differences.

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OPPORTUNITY FUND, INC.

Additional Information

(Unaudited)

1. INFORMATION ABOUT DIRECTORS AND OFFICERS

The business and affairs of the Fund are conducted by management under the supervision and subject to the direction of its Board of Directors.  The business address of each Director is c/o Barrett Asset Management, LLC, the Fund’s investment manager (“Barrett Asset Management”), 90 Park Avenue, 34th Floor, New York, New York, 10016.  Information pertaining to the Directors and officers of the Fund is set forth below.

The Statement of Additional Information includes additional information about Directors and is available, without charge, upon request by calling the Fund at 1-877-363-6333.

				Number of
				Portfolios
				in Fund	Other Board
	Position(s)	Term of Office*		Complex	Memberships
Name, Address	Held with	and Length of	Principal Occupation(s)	Overseen	Held by
and Birth Year	Fund	Time Served**	During Past 5 Years	by Director	Director
INDEPENDENT DIRECTORS†:
Barry Handel, CPA	Director	Since 2005	Partner, Shalik, Morris &	1	None
Birth Year: 1951			Company, LLP (accounting
			firm) (since 2010); formerly,
			Partner, Falk & Handel LLP
			(accounting firm)
David H. Kochman(1)	Director	Since 2011	Member, Harris Beach PLLC	1	None
Birth Year: 1959			(law firm)
Rosalind A. Kochman(2)	Director	Since 1990	Retired (since 2002); formerly,	1	None
Birth Year: 1937			Chief Executive Officer,
	Chairperson	Since 2005	Brooklyn Eye Surgery Center,
			and Administrator, Kochman,
			Lebowitz & Mogil, MDs
William Morris, Jr., CPA	Director	Since 2005	President, William Morris &	1	None
Birth Year: 1948			Associates P.C. (accounting
			firm)
Irving Sonnenschein	Director	Since 1994	Partner, Sonnenschein,	1	None
Birth Year: 1920			Sherman & Deutsch
			(law firm)
OFFICERS:
Peter H. Shriver, CFA	President	Since 2006	President and Chief	N/A	N/A
Barrett Asset Management	and Chief		Executive Officer of Barrett
90 Park Avenue	Executive		Asset Management (since
New York, NY 10016	Officer		2011); President of Barrett
Birth Year: 1952			Associates, Inc. (2004-2011)

(1) Mr. Kochman is Ms. Kochman's son.

(2) Ms. Kochman is Mr. Kochman's mother.

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OPPORTUNITY FUND, INC.

				Number of
				Portfolios
				in Fund	Other Board
	Position(s)	Term of Office*		Complex	Memberships
Name, Address	Held with	and Length of	Principal Occupation(s)	Overseen	Held by
and Birth Year	Fund	Time Served**	During Past 5 Years	by Director	Director
OFFICERS (Continued):
E. Wells Beck, CFA	Vice	Since 2010	Managing Director and	N/A	N/A
Barrett Asset Management	President		Director of Research, Barrett
90 Park Avenue	and		Asset Management (since
New York, NY 10016	Investment		2011); Managing Director,
Birth Year: 1968	Officer		Barrett Associates (2006-2011);
			Analyst and Portfolio
			Manager at Haven Capital
			Management (2001-2006)
Robert J. Milnamow	Vice	Since 2006	Executive Vice President	N/A	N/A
Barrett Asset Management	President		and Chief Investment
90 Park Avenue	and Chief		Officer, Barrett Asset
New York, NY 10016	Investment		Management (since 2011);
Birth Year: 1950	Officer		Managing Director, Barrett
			Associates (2003-2011)
Madeleine Morreale	Chief	Since 2011	Chief Compliance Officer,	N/A	N/A
Barrett Asset Management	Compliance		Barrett Asset Management
90 Park Avenue	Officer		(2011-Present); Compliance
New York, NY 10016	and		Officer, Barrett Associates
Birth Year: 1956	Anti-Money		(2010-2011); Head Trader,
Laundering			Barrett Associates
Officer			(2003-2010)
John G. Youngman	Chief	Since 2011	Managing Director,	N/A	N/A
Barrett Asset Management	Financial		Barrett Asset Management
90 Park Avenue	Officer		(2011-Present); Managing
New York, NY 10016	and		Director, Barrett Associates
Birth Year: 1968	Treasurer		(2010-2011); Managing
			Director, Griffin Asset
			Management (1994-2010)

† Directors who are not “interested persons” of the Fund within the meaning of Section 2(a)(19) of the 1940 Act.

* Each Director and officer serves until his respective successor has been duly elected and qualified or until his earlier death, resignation, retirement or removal.

** Indicates the earliest year in which the Director became a board member or the officer took such office.

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OPPORTUNITY FUND, INC.

2. IMPORTANT TAX INFORMATION (UNAUDITED)

The following information is provided with respect to the distributions paid during the taxable year ended August 31, 2013:

Record Date:	12/20/12
Payable Date:	12/21/12
Ordinary Income:
Qualified Dividend Income for Individuals	100.00%
Dividends Qualifying for the Dividends
Received Deduction for Corporations	100.00%
Long-Term Capital Gain Dividend	$3.02219

Please retain this information for your records.

The Fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission (“SEC”) for the first and third quarters of each fiscal year on Form N-Q.  The Fund’s Forms N-Q are available on the SEC’s website at www.sec.gov.  The Fund’s Forms N-Q may be reviewed and copied at the SEC’s Public Reference Room in Washington, D.C., and information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330.  To obtain information on Form N-Q from the Fund, shareholders can call the Fund at 1-877-363-6333.

Information on how the Fund voted proxies relating to portfolio securities during the prior 12-month period ended June 30th of each year and a description of the policies and procedures that the Fund uses to determine how to vote proxies related to portfolio transactions are available (1) without charge, upon request, by calling the Fund at 1-877-363-6333 and (2) on the SEC’s website at www.sec.gov.

22

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BARRETT OPPORTUNITY FUND, INC.

c/o U.S. Bancorp Fund Services, LLC

615 E. Michigan Street

Milwaukee, WI  53202

DIRECTORS

Barry Handel, CPA

David H. Kochman

Rosalind A. Kochman, Chairperson

William Morris, Jr., CPA

Irving Sonnenschein

INVESTMENT MANAGER

Barrett Asset Management, LLC

90 Park Avenue

New York, NY  10016

ADMINISTRATOR, FUND ACCOUNTANT & TRANSFER AGENT

U.S. Bancorp Fund Services, LLC

615 E. Michigan Street

Milwaukee, WI  53202

DISTRIBUTOR

Quasar Distributors, LLC

615 E. Michigan Street

Milwaukee, WI  53202

CUSTODIAN

U.S. Bank, N.A.

Custody Operations

1555 River Center Drive, Suite 302

Milwaukee, WI  53212

LEGAL COUNSEL

Simpson Thacher & Bartlett LLP

425 Lexington Avenue

New York, NY  10017

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Cohen Fund Audit Services, Ltd.

1350 Euclid Avenue, Suite 800

Cleveland, OH  44115

This report is transmitted to the shareholders of Barrett Opportunity Fund, Inc. for their information.  This is not a prospectus, circular or representation intended for use in the purchase of shares of the Fund or any securities mentioned in this report.

This report must be preceded or accompanied by a free prospectus.  Investors should consider the Fund’s investment objective, risks, charges and expenses carefully before investing.  The prospectus contains this and other important information about the Fund.  Please read the prospectus carefully before investing.

Item 2. Code of Ethics.

Not applicable for semi-annual reports.

Item 3. Audit Committee Financial Expert.

Not applicable for semi-annual reports.

Item 4. Principal Accountant Fees and Services.

Not applicable for semi-annual reports.

Item 5. Audit Committee of Listed Registrants.

Not applicable to registrants who are not listed issuers (as defined in Rule 10A-3 under the Securities Exchange Act of 1934).

Item 6. Investments.

Schedule of Investments is included as part of the report to shareholders filed under Item 1 of this Form.

Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.

Not applicable to open-end investment companies.

Item 8. Portfolio Managers of Closed-End Management Investment Companies.

Not applicable to open-end investment companies.

Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.

Not applicable to open-end investment companies.

Item 10. Submission of Matters to a Vote of Security Holders.

Not Applicable.

Item 11. Controls and Procedures.

(a)   The Registrant’s President and Treasurer have reviewed the Registrant's disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940 (the “Act”)) as of a date within 90 days of the filing of this report, as required by Rule 30a-3(b) under the Act and Rules 13a-15(b) or 15d-15(b) under the Securities Exchange Act of 1934.  Based on their review, such officers have concluded that the disclosure controls and procedures are effective in ensuring that information required to be disclosed in this report is appropriately recorded, processed, summarized and reported and made known to them by others within the Registrant and by the Registrant’s service provider.

(b)   There were no changes in the Registrant's internal control over financial reporting (as defined in Rule 30a-3(d) under the Act) that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Registrant's internal control over financial reporting.

Item 12. Exhibits.

(a)   (1) Any code of ethics or amendment thereto, that is the subject of the disclosure required by Item 2, to the extent that the registrant intends to satisfy Item 2 requirements through filing an exhibit. Not Applicable.

(2) A separate certification for each principal executive and principal financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.  Filed herewith.

(3) Any written solicitation to purchase securities under Rule 23c-1 under the Act sent or given during the period covered by the report by or on behalf of the registrant to 10 or more persons.  Not applicable to open-end investment companies.

(b)   Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.  Furnished herewith.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

(Registrant)  Barrett Opportunity Fund, Inc.                                                                                                           

By (Signature and Title)* /s/ Peter Shriver                                                                

  Peter Shriver, President

Date 4/30/14                                                                

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By (Signature and Title)* /s/ Peter Shriver                                                                

  Peter Shriver, President

Date 4/30/14                           

By (Signature and Title)* /s/ John Youngman

  John Youngman, Treasurer

Date 4/30/14  

* Print the name and title of each signing officer under his or her signature.