MARKETVEST FUNDS INC
497, 1997-01-27
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MARKETVEST GROUP OF FUNDS

     Marketvest Equity Fund
     Marketvest Pennsylvania Intermediate Municipal Bond Fund
     Marketvest Short-Term Bond Fund
     Marketvest Intermediate U.S. Government Bond Fund


SUPPLEMENT TO THE COMBINED PROSPECTUS DATED JANUARY 5, 1996 (REVISED
SEPTEMBER 30, 1996)

The Board of Directors of Dauphin Deposit Corporation, the parent company
of the Funds' investment adviser, Dauphin Deposit Bank and Trust Company,
has agreed to be acquired by First Maryland Bancorp., a subsidiary of
Allied Irish Banks PLC (the `Acquisition'').  As a result, all existing
subsidiaries of Dauphin Deposit Corporation would become subsidiaries of
First Maryland Bancorp. The closing date of the Acquisition is tentatively
scheduled for the third quarter of 1997 pending approval of both
companies' shareholders as well as the receipt of various regulatory
approvals and the completion of other closing conditions.
The Board of Trustees/Directors and shareholders of the Funds will be
asked to vote on any changes affecting the Funds as a result of the
Acquisition. Under the provisions of the Investment Company Act of 1940,
completion of the Acquisition would result in an `assignment'' and
therefore automatic termination of Dauphin Deposit Bank and Trust
Company's current investment advisory contract with the Funds (the
`Termination''). Accordingly, prior to the Acquisition, it is anticipated
that the Trustees/Directors of the Funds would meet to consider matters
relating to the Termination. It is also anticipated that a Special Meeting
of the Funds' shareholders would be held to seek, among other things,
approval of a new investment advisory contract with Dauphin Deposit Bank
and Trust Company or its successor.
                                                          January 27, 1997



FEDERATED INVESTORS
Federated Investors Tower
Pittsburgh, PA  15222-3779


Edgewood Services, Inc. is the distributor of the Funds
and is a subsidiary of Federated Investors.

Cusip 57061D107
Cusip 57061E105
Cusip 57061E204
Cusip 57061E303

G01608-05 (1/97)

DBN701165



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