WESMARK FUNDS, 485BPOS, 1997-09-25

WESMARK FUNDS
485BPOS, 1997-09-25

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1933 Act File No. 333-16157
1940 Act File No. 811-7925

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933........ X
---

Pre-Effective Amendment No. ..............................

Post-Effective Amendment No.__1___ ..__X__
- -

and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 X
---

Amendment No. 2 ................................................... X
----- ---

WESMARK FUNDS

(Exact name of Registrant as Specified in Charter)

Federated Investors Tower, Pittsburgh, Pennsylvania 15222-3779
(Address of Principal Executive Offices)

(412) 288-1900
(Registrant's Telephone Number)

John W. McGonigle, Esquire,
Federated Investors Tower,
Pittsburgh, Pennsylvania 15222-3779
(Name and Address of Agent for Service)

It is proposed that this filing will become effective:

___ immediately upon filing pursuant to paragraph (b) _X_ on September 29, 1997
pursuant to paragraph (b) ___ 60 days after filing pursuant to paragraph (a) (i)
___ on ________________ pursuant to paragraph (a) (i) ___ 75 days after filing
pursuant to paragraph (a) (ii) ___ on ________________ pursuant to paragraph (a)
(ii) of Rule 485.

If appropriate, check the folling box:

___ This post-effective amendment designates a new effective date for a
previously filed post-effective amendment.

<PAGE>

Registrant has filed with the Securities and Exchange Commission a declaration
pursuant to Rule 24f-2 under the Investment Company Act of 1940, and:

___ filed the Notice required by that Rule on _______________; or _X_ intends to
file the Notice required by that Rule on or about March 15, 1998; or ___ during
the most recent fiscal year did not sell any securities pursuant t Rule 24f-2
under the Investment Company Act of 1940, and, pursuant to 24f-2 (b)(2), need
not file the Notice.

Copies To:

Matthew G. Maloney, Esquire
Dickstein, Shapiro & Morin, L.L.P.
2101 L Street, N.W.
Washington, D.C. 20037

<PAGE>

CROSS-REFERENCE SHEET

This amendment to the Registration Statement of WesMark Funds, which
consists of two portfolios, (1) WesMark West Virginia Municipal Bond Fund and
(2) WesMark Growth Fund is comprised of the following:

PART A. NFORMATION REQUIRED IN A PROSPECTUS.

Prospectus Heading
(Rule 404(c) Cross Reference)

Item 1. Cover Page..................(1,2)Cover Page.

Item 2. Synopsis (1,2)Summary of Fund Expenses.

Item 3. Condensed Financial
Information (1,2)Performance Information.

Item 4. General Description of
Registrant..................(1,2)General Information; (1,2)Investment
Information; (1,2)Investment Objective;
(1,2)Investment Policies; (1)West Virginia
Municipal Securities; (1,2)Investment
Risks; (1)Non-Diversification; (1,2)
Investment Limitations.

Item 5. Management of the Fund......(1,2)WesMark Funds Information; (1,2)
Management of the Trust; (1,2)Distribution
of Fund Shares; (1,2)Administration of the
Fund; (1,2)Expenses of the Fund.

Item 6. Capital Stock and Other
Securities..................(1,2)Dividends and Capital Gains; (1,2)
Shareholder Information; (1,2)Voting
Rights; (1,2)Effect of Banking Laws; (1,2)
Tax Information;
(1,2)Federal Income Tax; (1)West Virginia
Taxes; (1,2)Other State and Local Taxes.

Item 7. Purchase of Securities Being
Offered.....................(1,2)Net Asset Value; (1,2)Investing in the
Fund; (1,2)Minimum Investment Required;
(1,2)What Shares Cost; (1,2)Share Purchases;
(1,2)Systematic
Investment Program; (1,2)Exchanging
Securities for Fund Shares; (1,2)
Certificates and Confirmations.

Item 8. Redemption or Repurchase....(1,2)Redeeming Shares; (1,2)Systematic
Withdrawal Program; (1,2)Accounts with
Low Balances.

Item 9. Pending Legal Proceedings None.

<PAGE>

PART B. NFORMATION REQUIRED IN A STATEMENT OF ADDITIONAL INFORMATION.

Item 10. Cover Page........................(1,2)Cover Page.

Item 11. Table of Contents (1,2)Table of Contents.

Item 12. General Information and
History...........................(1,2)General Information About the
Fund; (1,2)Massachusetts Partnership
Law.

Item 13. Investment Objectives and
Policies..........................(1,2)Investment Objective and
Policies; (1)West Virginia Investment
Risks; (1,2)Investment Limitations.

Item 14. Management of the Fund............(1,2)WesMark Funds Management; (1,2)
Trustees Compensation.

Item 15. Control Persons and Principal
Holders of Securities (1,2)Fund Ownership.

Item 16. Investment Advisory and Other
Services..........................(1,2)Investment Advisory Services;
(1,2)Other Services.

Item 17. Brokerage Allocation (1,2)Brokerage Transactions.

Item 18. Capital Stock and Other
Securities Not applicable.

Item 19. Purchase, Redemption and
Pricing of Securities
Being Offered.....................(1,2)Purchasing Shares; (1,2)
Determining Net Asset Value; (1,2)
Redeeming Shares.

Item 20. Tax Status (1,2)Tax Status.

Item 21. Underwriters......................(1,2)Distribution and Shareholder
Services Plans.

Item 22. Calculation of Performance
Data..............................(1,2)Total Return; (1,2)Yield; (1,2)
Tax-Equivalent Yield; (1,2)
Performance Comparisons; (1,2)
Appendix.

Item 23. Financial Statements (1,2) Filed in Part A.

[Graphic]
West Virginia
Municipal Bond
Fund

SEMI-ANNUAL REPORT
AND SUPPLEMENT TO
PROSPECTUS

MARCH 12, 1997
[Graphic]

WESMARK WEST VIRGINIA MUNICIPAL BOND FUND

(A PORTFOLIO OF WESMARK FUNDS)

SEMI-ANNUAL REPORT AND SUPPLEMENT TO PROSPECTUS DATED MARCH 12, 1997

The following information is a supplement to your prospectus. We're providing it
to keep you up to date and comply with regulations that require mutual fund
companies to update shareholders concerning changes in prospectuses.

We suggest that you keep this information for your records.

A. Please insert this "Financial Highlights" table as page 2 of the
Prospectus.

WESMARK WEST VIRGINIA MUNICIPAL BOND FUND
FINANCIAL HIGHLIGHTS

(FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD)
<TABLE>
<CAPTION>
PERIOD ENDED
(UNAUDITED)
JULY 31,
1997(A)
<S> <C>
NET ASSET VALUE, BEGINNING OF PERIOD $10.00
INCOME FROM INVESTMENT OPERATIONS
Net investment income 0.13
Net realized and unrealized gain (loss) on investments 0.24
Total from investment operations 0.37
LESS DISTRIBUTIONS
Distributions from net investment income (0.13)
NET ASSET VALUE, END OF PERIOD $10.24
TOTAL RETURN(B) 3.71%
RATIOS TO AVERAGE NET ASSETS
Expenses 0.74%*
Net investment income 4.31%*
Expense waiver/reimbursement(c) 0.30%*
SUPPLEMENTAL DATA
Net assets, end of period (000 omitted) $64,694
Portfolio turnover 2%
</TABLE>

* Computed on an annualized basis.

(a) Reflects operations for the period from April 14, 1997 (date of initial
public investment) to July 31, 1997.

(b) Based on net asset value, which does not reflect the sales charge or
contingent deferred sales charge, if applicable.

(See Notes which are an integral part of the Financial Statements)

B. Please insert the following two sentences to the end of the section
entitled "Portfolio Turnover" on page 7 of the Prospectus:

"For the period from April 14, 1997 (date of initial public investment) to July
31, 1997, the Fund's portfolio turnover rate was 2%. The portfolio turnover rate
is representative of only four months of investment activity."

C. Please delete references to Federated Services Company under the section
"Administration of the Fund" on page 11 of the Prospectus and replace with
Federated Administrative Services.

D. Please replace the current disclosure under the section entitled
"Certificates and Confirmations" on page 13 of the Prospectus with the
following:

"Shareholders will receive detailed confirmations of transactions. In
addition, shareholders will receive periodic statements reporting all
account activity, including dividends paid. The Fund will not issue share
certificates."

E. Please delete the first two sentences in the last paragraph under the
section "Performance Information" on page 19 of the Prospectus and replace
with the following:

"The Fund's total return for the one-year period ended July 31, 1997, was 6.08%.
The Fund's average annual total return for the five-year period ended July 31,
1997, and for the period from December 30, 1990 (date of commencement of
operations of the common trust fund) to July 31, 1997, was 4.94% and 5.60%,
respectively."

F. Please insert the following financial statements as page 20 following the
section entitled "Performance Information" on page 19 of the Prospectus:

WESMARK WEST VIRGINIA MUNICIPAL BOND FUND
PORTFOLIO OF INVESTMENTS

JULY 31, 1997 (UNAUDITED)

<TABLE>
<CAPTION>
PRINCIPAL CREDIT
AMOUNT RATING* VALUE
<C> <S> <S> <C>
LONG-TERM MUNICIPALS--96.6%
WEST VIRGINIA--96.6%
$ 195,000 Beckley, WV, Nursing Facility Refunding Revenue Bonds,
5.10% (Beckley Health Care Corp. Project)/(Nationsbank of
Texas, N.A. LOC), 9/1/2004 NR $ 198,938
205,000 Beckley, WV, Nursing Facility Refunding Revenue Bonds,
5.20% (Beckley Health Care Corp. Project)/(Nationsbank of
Texas, N.A. LOC), 9/1/2005 NR 209,605
215,000 Beckley, WV, Nursing Facility Refunding Revenue Bonds,
5.30% (Beckley Health Care Corp. Project)/(Nationsbank of
Texas, N.A. LOC), 9/1/2006 NR 220,284
230,000 Beckley, WV, Nursing Facility Revenue Refunding Bonds,
5.40% (Beckley Health Care Corp. Project)/(Nationsbank of
Texas, N.A. LOC), 9/1/2007 NR 236,289
500,000 Berkeley County, WV Board of Education, GO UT, 4.50%
(FGIC INS)/(Original Issue Yield: 5.30%), 6/1/2009 AAA 489,197
500,000 Berkeley County, WV Board of Education, GO UT Refunding
Bonds, 5.25%, 4/1/1998 A+ 504,766
500,000 Berkeley County, WV Board of Education, GO UT Refunding
Bonds, 5.35%, 4/1/1999 A+ 510,345
360,000 Berkeley County, WV Board of Education, GO UT Refunding
Bonds, 5.45%, 4/1/2000 A+ 371,127
1,030,000 Berkeley County, WV Board of Education, GO UT, 5.75%
(FGIC INS), 6/1/2003 AAA 1,104,616
400,000 Berkeley County, WV Board of Education, GO UT, 7.20%
(BIG INS), 4/1/1999 AAA 420,806
100,000 Brooke County, WV Board of Education, GO UT Refunding
Bonds, 8.625% (AMBAC INS), 8/1/2000 AAA 112,276
100,000 Brooke County, WV Board of Education, GO UT Refunding
Bonds, 8.75% (AMBAC INS), 8/1/2001 AAA 116,554
</TABLE>
WesMark West Virginia Municipal Bond Fund
<TABLE>
<CAPTION>
PRINCIPAL CREDIT
AMOUNT RATING* VALUE
<C> <S> <S> <C>
LONG-TERM MUNICIPALS--CONTINUED
WEST VIRGINIA--CONTINUED
$ 1,350,000 Cabell County, WV Board of Education, GO UT, 6.50% (MBIA
INS), 5/1/2003 AAA $ 1,496,868
500,000 Cabell County, WV Board of Education, GO UT, 4.60%
(Original Issue Yield: 4.70%), 5/1/2003 A+ 505,000
500,000 Cabell County, WV Board of Education, GO UT, 6.00% (MBIA
INS), 5/1/2006 AAA 552,570
100,000 Cable, Putnam & Wayne County's, WV, Single Family
Residence Mortgage Revenue Bonds, 7.375% (FGIC INS),
4/1/2010 AAA 114,812
360,000 Charles Town, WV, Residential Mortgage Revenue Bonds,
6.20%, 3/1/2011 A1 373,402
355,000 Charleston, WV, GO UT, 7.20%, 10/1/2003 A 404,651
245,000 Clarksburg, WV, Revenue Refunding Bonds, 5.10% (Asset
GTD)/(Original Issue Yield: 5.15%), 9/1/1998 AA 248,576
450,000 Clarksburg, WV, Revenue Refunding Bonds, 5.25% (Asset
GTD)/(Original Issue Yield: 5.30%), 9/1/1999 AA 461,754
390,000 Fayette County, WV, Pollution Control Revenue Bonds, 5.20%
(Union Carbide Corp.), 2/1/1998 BBB 392,698
250,000 Harrison County, WV Board of Education, GO UT, 6.20%
(FGIC INS), 5/1/2000 AAA 264,036
500,000 Harrison County, WV Board of Education, GO UT, 6.40%
(FGIC INS)/(Original Issue Yield: 6.45%), 5/1/2006 AAA 566,497
500,000 Harrison County, WV Building Commission, Revenue
Refunding Bonds, 4.50% (United Hospital Center)/(AMBAC
INS), 4/1/2001 AAA 504,175
215,000 Harrison County, WV County Commission, Special Obligation
Refunding Bonds, 5.60% (Original Issue Yield: 5.65%),
5/15/1998 AAA 218,319
410,000 Harrison County, WV County Commission, Special Obligation
Refunding Bonds, 6.35% (Original Issue Yield: 6.45%),
5/15/2004 AAA 448,150
250,000 Jefferson County, WV Board of Education, School
Improvement Bonds, 6.85% (FGIC INS), 7/1/2001 AAA 274,158
</TABLE>
WesMark West Virginia Municipal Bond Fund
<TABLE>
<CAPTION>
PRINCIPAL CREDIT
AMOUNT RATING* VALUE
<C> <S> <S> <C>
LONG-TERM MUNICIPALS--CONTINUED
WEST VIRGINIA--CONTINUED
$ 750,000 Kanawha County, WV Commercial Development, Revenue
Refunding Bonds, 6.50% (May Department Stores Co.),
6/1/2003 A $ 829,794
2,025,000 Kanawha County, WV, Pollution Control Revenue Bonds,
7.35% (Union Carbide Corp.), 8/1/2004 Baa2 2,286,602
500,000 Lewis County, WV, Revenue Bonds, 10.375% (Crestview
Manor Project), 8/1/2019 NR 574,601
285,000 Logan County, WV, Revenue Bonds, 8.00% (Logan County
Health Care Center Limited Partnership Project), 12/1/2009 NR 358,445
400,000 Marion County, WV PCR, Revenue Refunding Bonds, 6.875%
(Monongahela Power Co.), 4/1/1998 AA- 407,980
100,000 Marion County, WV Single Family Mortgage, Revenue Bonds,
7.20% (FGIC INS), 8/1/2001 AAA 110,014
200,000 Ohio County, WV Board of Education, GO UT, 6.30%, 6/1/2001 A+ 213,983
475,000 Ohio County, WV Board of Education, GO UT, 7.00%, 6/1/2002 A+ 527,989
500,000 Ohio County, WV Board of Education, GO UT, 7.00%, 6/1/2003 A+ 564,285
530,000 Ohio County, WV Board of Education, GO UT, 7.00%, 6/1/2004 A+ 606,154
250,000 Ohio County, WV Building Commission, Revenue Refunding
Bonds, 9.50% (Ohio Valley Medical Center)/(Original Issue
Yield: 9.615%), 1/1/2005 NR 252,464
500,000 Parkersburg, WV Waterworks & Sewer Systems, Revenue
Refunding Bonds, 4.75% (FSA INS)/(Original Issue Yield:
4.80%), 3/1/2002 AAA 509,461
400,000 Parkersburg, WV Waterworks & Sewer Systems, Revenue
Refunding Bonds, 4.85% (FSA INS)/(Original Issue Yield:
4.90%), 3/1/2003 AAA 409,406
500,000 Pleasants County, WV, Pollution Control Revenue Bonds,
6.30% (Potomac Edison Co.), 11/1/2007 A 500,538
2,500,000 Pleasants County, WV, Pollution Control Revenue Bonds,
6.375% (Monongahela Power Co.)/(Original Issue Yield:
6.413%), 11/1/2007 A 2,502,827
</TABLE>
WesMark West Virginia Municipal Bond Fund
<TABLE>
<CAPTION>
PRINCIPAL CREDIT
AMOUNT RATING* VALUE
<C> <S> <S> <C>
LONG-TERM MUNICIPALS--CONTINUED
WEST VIRGINIA--CONTINUED
$ 500,000 Pleasants County, WV PCR, Refunding Revenue Bond, 6.15%
(West Penn Power Co.)/(AMBAC INS), 5/1/2015 AAA $ 534,343
475,000 Pleasants County, WV PCR, Refunding Revenue Bonds,
6.15% (Potomac Edison Co.)/(MBIA INS), 5/1/2015 AAA 513,656
475,000 Raleigh County, WV, Refunding Revenue Bonds, 5.50%,
6/1/2006 NR 491,071
120,000 South Charleston, WV, GO UT Bonds, 5.75%, 9/1/1998 Baa1 122,315
480,000 South Charleston, WV, Refunding Revenue Bonds, 4.70%
(MBIA INS), 10/1/2001 AAA 486,677
1,000,000 South Charleston, WV, Refunding Revenue Bonds, 7.625%
(Union Carbide Corp.), 8/1/2005 BBB 1,181,871
250,000 South Charleston, WV, Revenue Bonds, 3.85%, 3/1/1999 Baa 248,778
200,000 South Charleston, WV, Revenue Bonds, 3.85%, 3/1/2000 Baa 195,476
415,000 Taylor County, WV, GO UT Bonds, 8.40% (Original Issue Yield:
8.45%), 5/1/2001 NR 475,316
100,000 Upshur County, WV Charleston School District, 6.50%,
3/1/1998 NR 101,487
500,000 Wayne County, WV Board of Education, GO UT Bonds, 4.40%,
6/1/1999 A+ 503,125
655,000 Wayne County, WV Board of Education, GO UT Bonds, 4.50%,
6/1/2000 A+ 659,989
175,000 Weirton, WV Municipal Hospital Building, Refunding
Revenue Bonds, 5.75% (Weirton Medical Center Inc.)/
(AMBAC INS)/(Original Issue Yield: 6.00%), 12/1/2003 AAA 183,175
540,000 Weirton, WV Municipal Hospital Building, Revenue Bonds,
5.40% (Weirton Medical Center Inc.)/(AMBAC INS)/(Original
Issue Yield: 5.55%), 12/1/2000 AAA 560,438
675,000 Weirton, WV Municipal Hospital Building, Revenue Bonds,
5.75% (Weirton Medical Center Inc.)/(AMBAC INS)/(Original
Issue Yield: 6.05%), 12/1/2004 AAA 707,763
700,000 West Virgina State College, Revenue Bonds, 5.25% (AMBAC
INS)/(Original Issue Yield: 5.40%), 4/1/2000 AAA 720,276
</TABLE>
WesMark West Virginia Municipal Bond Fund
<TABLE>
<CAPTION>
PRINCIPAL CREDIT
AMOUNT RATING* VALUE
<C> <S> <S> <C>
LONG-TERM MUNICIPALS--CONTINUED
WEST VIRGINIA--CONTINUED
$ 800,000 West Virgina State College, Revenue Bonds, 5.50% (AMBAC
INS)/(Original Issue Yield: 5.60%), 4/1/2001 AAA $ 833,847
1,000,000 West Virgina State College, Revenue Bonds, 5.75% (AMBAC
INS)/(Original Issue Yield: 5.85%), 4/1/2003 AAA 1,066,991
200,000 West Virgina State College, Revenue Bonds, 5.75% (AMBAC
INS)/(Original Issue Yield: 5.95%), 4/1/2004 AAA 215,440
200,000 West Virginia HFA, Revenue Bonds (Series A), 5.60% (Cabell
Huntington Hospital)/(AMBAC INS)/(Original Issue Yield:
5.75%), 1/1/2005 AAA 213,995
480,000 West Virginia HFA, Revenue Bonds, 4.50% (Charleston Area
Medical Center)/(MBIA INS)/(Original Issue Yield: 4.70%),
9/1/2001 AAA 483,008
400,000 West Virginia HFA, Revenue Bonds, 4.60% (West Virginia
University Hospital Inc.)/(MBIA INS)/(Original Issue Yield:
4.75%), 6/1/2002 AAA 402,907
1,000,000 West Virginia HFA, Revenue Bonds, 4.70% (Charleston Area
Medical Center)/(MBIA INS)/(Original Issue Yield: 4.80%),
9/1/2002 AAA 1,012,587
300,000 West Virginia HFA, Revenue Bonds, 4.70% (FSA LOC),
8/1/2006 Aaa 300,218
700,000 West Virginia HFA, Revenue Bonds, 4.90% (West Virginia
University Hospital Inc.)/(MBIA INS)/(Original Issue Yield:
5.00%), 6/1/2004 AAA 720,838
1,650,000 West Virginia HFA, Revenue Bonds, 5.00% (Charleston Area
Medical Center)/(MBIA INS)/(Original Issue Yield: 5.10%),
9/1/2005 AAA 1,710,986
220,000 West Virginia HFA, Revenue Bonds, 5.00% (West Virginia
University Hospital Inc.)/(MBIA INS)/(Original Issue Yield:
5.10%), 6/1/2005 AAA 227,474
220,000 West Virginia HFA, Revenue Bonds, 5.35% (Logan General
Hospital), 7/1/1999 BBB- 223,954
</TABLE>
WesMark West Virginia Municipal Bond Fund
<TABLE>
<CAPTION>
PRINCIPAL CREDIT
AMOUNT RATING* VALUE
<C> <S> <S> <C>
LONG-TERM MUNICIPALS--CONTINUED
WEST VIRGINIA--CONTINUED
$ 1,750,000 West Virginia HFA, Revenue Bonds, 5.75% (Charleston Area
Medical Center)/(MBIA INS)/(Original Issue Yield: 5.98%),
9/1/2013 AAA $ 1,841,541
500,000 West Virginia HFA, Revenue Bonds, 7.875% (Cabell Hospital)/
(Original Issue Yield: 8.007%), 1/1/1999 (@102) NR 535,894
1,500,000 West Virginia HFA, Revenue Refunding Bonds, 4.75%
(Department of Health & Human Resources)/(FSA INS)/
(Original Issue Yield: 4.80%), 8/1/2008 Aaa 1,501,182
195,000 West Virginia Housing Development Fund, Refunding
Revenue Bonds, 4.90%, 5/1/2004 AAA 195,875
165,000 West Virginia Housing Development Fund, Refunding
Revenue Bonds, 5.15%, 5/1/2006 AAA 167,074
285,000 West Virginia Housing Development Fund, Refunding
Revenue Bonds, 5.35%, 5/1/2008 AAA 290,344
275,000 West Virginia Housing Development Fund, Refunding
Revenue Bonds, 6.70%, 5/1/2009 AAA 294,426
735,000 West Virginia Housing Development Fund, Revenue Bonds,
5.35%, 11/1/2010 AAA 742,117
500,000 West Virginia School Building Authority, Refunding Revenue
Bonds, 4.80% (AMBAC INS)/(Original Issue Yield: 4.85%),
7/1/2004 AAA 510,900
3,720,000 West Virginia School Building Authority, Revenue Bonds,
5.625% (MBIA INS)/(Original Issue Yield: 5.90%), 7/1/2003 AAA 3,957,991
180,000 West Virginia School Building Authority, Revenue Bonds,
5.70% (MBIA INS)/(Original Issue Yield: 5.75%), 7/1/2000 AAA 187,885
150,000 West Virginia School Building Authority, Revenue Bonds,
5.80% (MBIA INS)/(Original Issue Yield: 5.90%), 7/1/2001 AAA 158,468
855,000 West Virginia School Building Authority, Revenue Bonds,
6.25% (MBIA INS), 7/1/2001 AAA 917,019
100,000 West Virginia School Building Authority, Revenue Bonds,
6.75% (MBIA INS)/(Original Issue Yield: 7.00%), 7/1/2004 AAA 113,942
</TABLE>
WesMark West Virginia Municipal Bond Fund
<TABLE>
<CAPTION>
PRINCIPAL CREDIT
AMOUNT RATING* VALUE
<C> <S> <S> <C>
LONG-TERM MUNICIPALS--CONTINUED
WEST VIRGINIA--CONTINUED
$ 1,300,000 West Virginia School Building Authority, Revenue Bonds,
6.75% (MBIA INS)/(United States Treasury PRF)/(Original
Issue Yield: 7.148%), 7/1/2000 (@102) AAA $ 1,419,096
300,000 West Virginia School Building Authority, Revenue Bonds,
6.80% (MBIA INS)/(Original Issue Yield: 6.85%), 7/1/2001 AAA 327,773
510,000 West Virginia School Building Authority, Revenue Refunding
Bonds, 4.70% (AMBAC INS)/(Original Issue Yield: 4.75%),
7/1/2003 AAA 518,407
100,000 West Virginia State Building Commission Lease, Revenue
Bonds (Series A), 6.50% (West Virginia Regional Jail &
Correction)/(MBIA INS)/(Original Issue Yield: 6.60%),
7/1/2000 AAA 106,360
1,000,000 West Virginia State Parkways Economic Development &
Tourism Authority, Revenue Refunding Bonds, 4.80% (FGIC
INS), 5/15/2000 AAA 1,018,475
400,000 West Virginia State Parkways Economic Development &
Tourism Authority, Revenue Refunding Bonds, 6.80% (FGIC
INS), 7/1/1998 NR 410,802
500,000 West Virginia State University, Revenue Refunding Bonds,
5.50% (AMBAC INS)/(Original Issue Yield: 5.60%), 4/1/2001 AAA 521,155
540,000 West Virginia State, 5.25%, 6/1/2000 AA- 542,104
500,000 West Virginia State, GO UT, 5.50%, 6/1/2000 AA- 502,357
100,000 West Virginia State, GO UT Bonds, 5.00%, 3/1/2000 AA- 102,354
400,000 West Virginia State, GO UT Bonds, 5.25% (Original Issue Yield:
5.60%), 3/1/1999 AA- 400,438
1,000,000 West Virginia State, GO UT Bonds, 5.30% (Original Issue Yield:
5.40%), 2/1/2000 AA- 1,029,916
100,000 West Virginia State, GO UT Bonds, 6.00% (Original Issue Yield:
6.05%), 6/1/2002 AA- 101,554
325,000 West Virginia University Board of Regents, Refunding Revenue
Bonds, 6.00% (MBIA INS)/(Original Issue Yield: 6.037%),
4/1/2004 AAA 353,957
</TABLE>
WesMark West Virginia Municipal Bond Fund
<TABLE>
<CAPTION>
PRINCIPAL CREDIT
AMOUNT RATING* VALUE
<C> <S> <S> <C>
LONG-TERM MUNICIPALS--CONTINUED
WEST VIRGINIA--CONTINUED
$ 100,000 West Virginia University Board of Regents, Revenue Bonds,
5.90% (MBIA INS), 4/1/2004 AAA $ 105,505
905,000 West Virginia University Board of Regents, Revenue Bonds,
5.90%, 4/1/2004 A+ 959,037
250,000 West Virginia University Board of Regents, Revenue Bonds,
7.25% (MBIA INS)/(Original Issue Yield: 7.30%), 4/1/2004 AAA 267,678
250,000 West Virginia University Board of Regents, Revenue Bonds,
7.25% (MBIA INS)/(Original Issue Yield: 7.527%), 4/1/2014 AAA 262,996
225,000 West Virginia Water Development Authority, Revenue
Refunding Bonds, 5.30% (FSA INS), 11/1/2002 AAA 235,781
550,000 West Virginia Water Development Authority, Revenue
Refunding Bonds, 5.80% (FSA INS)/(Original Issue Yield:
5.85%), 11/1/2012 AAA 562,834
110,000 West Virginia Water Development Authority, Water Revenue
Bonds, 6.625%, 11/1/1998 A- 113,471
765,000 West Virginia Water Development Authority, Water Revenue
Bonds, 7.70% (United States Treasury PRF)/(Original Issue
Yield: 7.822%), 11/1/2000 (@102) A- 862,840
425,000 Wetzel County, WV Board of Education, GO UT, 7.00% (MBIA
INS)/(Original Issue Yield: 7.15%), 5/1/2004 AAA 488,621
350,000 Wheeling, WV Waterworks & Sewer Systems, Revenue Bonds,
5.55% (United States Treasury, COL)/(FGIC INS), 6/1/1998 AAA 355,044
500,000 Wheeling, WV Waterworks & Sewer Systems, Revenue
Refunding Bonds, 4.85% (FGIC INS)/(Original Issue Yield:
4.90%), 6/1/2005 Aaa 511,084
500,000 Wheeling, WV Waterworks & Sewer Systems, Revenue
Refunding Bonds, 4.90% (FGIC INS)/(Original Issue Yield:
5.00%), 6/1/2006 Aaa 512,582
370,000 Wheeling, WV Waterworks & Sewer Systems, Series-C
Revenue Bonds, 5.75% (United States Treasury COL)/(FGIC
INS), 6/1/1999 AAA 381,843
</TABLE>
WesMark West Virginia Municipal Bond Fund
<TABLE>
<CAPTION>
PRINCIPAL CREDIT
AMOUNT RATING* VALUE
<C> <S> <S> <C>
LONG-TERM MUNICIPALS--CONTINUED
WEST VIRGINIA--CONTINUED
$ 300,000 Wheeling, WV Waterworks & Sewer Systems, Series-C
Revenue Bonds, 6.60% (FGIC INS)/(United States Treasury
PRF)/(Original Issue Yield: 6.691%), 6/1/2002 (@100) AAA $ 331,316
100,000 Wheeling, WV, GO UT, 7.50%, 6/1/1999 Baa1 105,883
125,000 Wheeling, WV, GO UT, 7.50%, 6/1/2000 Baa1 135,344
155,000 Wheeling, WV, GO UT, 7.50%, 6/1/2003 Baa1 176,059
225,000 Wood County, WV Building Commission, Revenue Refunding
Bonds, 6.625% (St. Joseph Hospital, Parkersburg)/(AMBAC
INS), 1/1/2006 AAA 252,572
TOTAL LONG-TERM MUNICIPALS (IDENTIFIED COST $60,971,250) 62,462,909
MUTUAL FUND--4.7%
3,038,728 Tax-Free Obligations Fund (AT NET ASSET VALUE) 3,038,728
TOTAL INVESTMENTS (IDENTIFIED COST $64,009,978)(A) $ 65,501,637
</TABLE>

(a) The cost of investments for federal tax purposes amounts to $64,009,978. The
net unrealized appreciation of investments on a federal tax basis amounts to
$1,491,659 which is comprised of $1,497,601 appreciation and $5,942
depreciation at July 31, 1997.

* Please refer to the Appendix of the Statement of Additional Information for an
explanation of the credit ratings. Current credit ratings are unaudited.

Note: The categories of investments are shown as a percentage of net assets
($64,694,152) at July 31, 1997.

The following acronyms are used throughout this portfolio:

AMBAC --American Municipal Bond Assurance Corporation BIG --Bond Investors
Guaranty COL --Collateralized FGIC --Financial Guaranty Insurance Company FSA
- --Financial Security Assurance GO --General Obligation GTD --Guaranty HFA
- --Housing Finance Authority INS --Insured LOC --Letter of Credit MBIA
- --Municipal Bond Investors Assurance PCR --Pollution Control Revenue PRF
- --Prerefunded UT --Unlimited Tax

(See Notes which are an integral part of the Financial Statements)

WESMARK WEST VIRGINIA MUNICIPAL BOND FUND
STATEMENT OF ASSETS AND LIABILITIES

JULY 31, 1997 (UNAUDITED)
<TABLE>
<S> <C> <C>
ASSETS:
Total investments in securities, at value (identified and tax cost $64,009,978) $ 65,501,637
Cash 63
Income receivable 918,908
Receivable for investments sold 322,807
Total assets 66,743,415
LIABILITIES:
Payable for investments purchased $ 1,796,470
Income distribution payable 220,641
Accrued expenses 32,152
Total liabilities 2,049,263
NET ASSETS for 6,315,198 shares outstanding $ 64,694,152
NET ASSETS CONSIST OF:
Paid in capital $ 63,167,661
Net unrealized appreciation of investments 1,491,659
Accumulated net realized gain on investments 34,832
Total Net Assets $ 64,694,152
NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PROCEEDS PER SHARE:
$64,694,152 / 6,315,198 shares outstanding $10.24
</TABLE>

(See Notes which are an integral part of the Financial Statements)

WESMARK WEST VIRGINIA MUNICIPAL BOND FUND
STATEMENT OF OPERATIONS

PERIOD ENDED JULY 31, 1997(A) (UNAUDITED)
<TABLE>
<S> <C> <C>
INVESTMENT INCOME:
Interest $ 914,914
EXPENSES:
Investment advisory fee $ 108,681
Administrative personnel and services fee 27,215
Custodian fees 6,340
Transfer and dividend disbursing agent fees and expenses 6,883
Directors'/Trustees' fees 2,174
Legal fees 1,992
Portfolio accounting fees 17,932
Share registration costs 10,325
Printing and postage 3,985
Insurance premiums 1,268
Miscellaneous 1,630
Total expenses 188,425
Waivers--
Waiver of investment advisory fee (54,341)
Net expenses 134,084
Net investment income 780,830
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
Net realized gain on investments 34,832
Net change in unrealized appreciation of investments 1,491,659
Net realized and unrealized gain on investments 1,526,491
Change in net assets resulting from operations $ 2,307,321
</TABLE>

(a) For the period from April 14, 1997 (date of initial public investment) to
July 31, 1997.

(See Notes which are an integral part of the Financial Statements)

WESMARK WEST VIRGINIA MUNICIPAL BOND FUND
STATEMENT OF CHANGES IN NET ASSETS
<TABLE>
<CAPTION>
PERIOD ENDED
(UNAUDITED)
JULY 31, 1997(A)
<S> <C>
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS--
Net investment income $ 780,830
Net realized gain (loss) on investments ($34,832 as computed for federal tax purposes) 34,832
Net change in unrealized appreciation/depreciation 1,491,659
Change in net assets resulting from operations 2,307,321
DISTRIBUTIONS TO SHAREHOLDERS--
Distributions from net investment income (780,830)
SHARE TRANSACTIONS--
Proceeds from sale of shares 65,440,719
Net asset value of shares issued to shareholders in payment of distributions declared 26,087
Cost of shares redeemed (2,299,145)
Change in net assets resulting from share transactions 63,167,661
Change in net assets 64,694,152
NET ASSETS:
Beginning of period --
End of period $ 64,694,152
</TABLE>

(a) For the period from April 14, 1997 (date of initial public investment) to
July 31, 1997.

(See Notes which are an integral part of the Financial Statements)

WESMARK WEST VIRGINIA MUNICIPAL BOND FUND
NOTES TO FINANCIAL STATEMENTS

JULY 31, 1997 (UNAUDITED)

1. ORGANIZATION

WesMark Funds (the "Trust") is registered under the Investment Company Act of
1940, as amended (the "Act") as an open-end, management investment company. The
Trust consists of two portfolios. The financial statements included herein are
only those of WesMark West Virginia Municipal Bond Fund (the "Fund"), a
non-diversified portfolio. The financial statements of the other portfolio are
presented separately. The assets of each portfolio are segregated and a
shareholder's interest is limited to the portfolio in which shares are held. The
investment objective of the Fund is to provide current income which is exempt
from federal income tax and the income taxes imposed by the the State of West
Virginia.

2. SIGNIFICANT ACCOUNTING POLICIES

The following is a summary of significant accounting policies consistently
followed by the Fund in the preparation of its financial statements. These
policies are in conformity with generally accepted accounting principles.

INVESTMENT VALUATIONS-- Municipal bonds are valued by an independent pricing
service, taking into consideration yield, liquidity, risk, credit quality,
coupon, maturity, type of issue, and any other factors or market data the
pricing service deems relevant. Short-term securities are valued at the prices
provided by an independent pricing service. However, short-term securities
with remaining maturities of sixty days or less at the time of purchase may be
valued at amortized cost, which approximates fair market value. Investments in
other open-end regulated investment companies are valued at net asset value.

INVESTMENT INCOME, EXPENSES AND DISTRIBUTIONS-- Interest income and expenses
are accrued daily. Bond premium and discount, if applicable, are amortized as
required by the Internal Revenue Code, as amended (the "Code"). Distributions
to shareholders are recorded on the ex-dividend date.

FEDERAL TAXES-- It is the Fund's policy to comply with the provisions of the
Code applicable to regulated investment companies and to distribute to
shareholders each year substantially all of its income. Accordingly, no
provisions for federal tax are necessary.

WHEN-ISSUED AND DELAYED DELIVERY TRANSACTIONS-- The Fund may engage in
when-issued or delayed delivery transactions. The Fund records when-issued
securities on the trade date and maintains security positions such that
sufficient liquid assets will be available to make payment for the securities
purchased. Securities purchased on a when-issued or delayed delivery basis are
marked to market daily and begin earning interest on the settlement date.

USE OF ESTIMATES-- The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the amounts of assets, liabilities, expenses and
revenues reported in the financial statements. Actual results could differ
from those estimated.

OTHER-- Investment transactions are accounted for on the trade date.

3. SHARES OF BENEFICIAL INTEREST

The Declaration of Trust permits the Trustees to issue an unlimited number of
full and fractional shares of beneficial interest (without par value).
Transactions in shares were as follows:

<TABLE>
<CAPTION>
PERIOD ENDED
JULY 31, 1997(A)
<S> <C>
Shares sold 6,540,594
Shares issued to shareholders in payment of distributions declared 2,584
Shares redeemed (227,980)
Net change resulting from share transactions 6,315,198
</TABLE>

(a) Reflects operations for the period from April 14, 1997 (date of initial
public investment) to July 31, 1997.

4. INVESTMENT ADVISORY FEE AND OTHER TRANSACTIONS WITH AFFILIATES

INVESTMENT ADVISORY FEE-- WesBanco Bank Wheeling, the Fund's investment
adviser (the "Adviser" or "WesBanco"), receives for its services an annual
investment advisory fee equal to 0.60% of the Fund's average daily net assets.
The Adviser may voluntarily choose to waive any portion of its fee. The
Adviser can modify or terminate this voluntary waiver at any time at its sole
discretion.

ADMINISTRATIVE FEE-- Federated Administrative Services ("FAS") provides the
Fund with certain administrative personnel and services. The fee paid to FAS
is based on the level of average aggregate net assets of the Trust for the
period.

DISTRIBUTION SERVICES FEE-- The Fund has adopted a Distribution Plan (the
"Plan") pursuant to Rule 12b-1 under the Act. Under the terms of the Plan, the
Fund will compensate Edgewood Services, Inc., the principal distributor, from
the net assets of the Fund to finance activities intended to result in the
sale of the Fund's shares. The Plan provides that the Fund may incur
distribution expenses up to 0.25% of the average daily net assets of the Fund
shares, annually, to compensate Edgewood Services, Inc. For the period ended
July 31, 1997, the Fund did not incur a distribution services fee.

SHAREHOLDER SERVICES FEE-- Under the terms of a Shareholder Services Agreement
with WesBanco, the Fund will pay WesBanco up to 0.25% of average daily net
assets of the Fund for the period. The fee paid to WesBanco is used to finance
certain services for shareholders and to maintain shareholder accounts. For
the period ended July 31, 1997, the Fund shares did not incur a shareholder
services fee.

TRANSFER AND DIVIDEND DISBURSING AGENT FEES AND EXPENSES-- Federated Services
Company ("FServ"), through its subsidiary, Federated Shareholder Services
Company ("FSSC") serves as transfer and dividend disbursing agent for the
Fund. The fee paid to FSSC is based on the size, type, and number of
accounts and transactions made by shareholders.

PORTFOLIO ACCOUNTING FEES-- FServ maintains the Fund's accounting records for
which it receives a fee. The fee is based on the level of the Fund's average
daily net assets for the period, plus out-of-pocket expenses.

INTERFUND TRANSACTIONS-- During the period ended July 31, 1997, the Fund
engaged in purchase and sale transactions with mutual funds and/or a common
trust fund that have a common investment adviser (or affiliated investment
advisers), common Directors/Trustees, and/or common Officers. These purchase
and sale transactions were made at current market value pursuant to Rule 17a-7
under the Act amounting to $64,696,588 and $5,945,572, respectively.
$59,052,050 of these purchase transactions were attributable to a conversion
of the assets of a common trust fund into the fund.

CUSTODIAN FEES-- WesBanco is the Fund's custodian. The fee is based on the
market value of Fund securities held in custody plus certain securities
transaction charges.

ORGANIZATIONAL EXPENSES-- Organizational expenses estimated to be $21,000 were
borne initially by Administrator. The Fund has agreed to reimburse
Administrator for the organizational expenses within the five year period
following effective date.

OTHER AFFILIATED PARTIES AND TRANSACTIONS-- Pursuant to an exemptive order
issued by the SEC, the Fund may invest in the Federated Tax-Free Obligations
Fund. As of July 31, 1997, the Fund owned 0.15% of the outstanding shares of
the Federated Tax-Free Obligations Fund.

GENERAL-- Certain of the Officers and Trustees of the Trust are Officers and
Directors or Trustees of the above companies.

5. INVESTMENT TRANSACTIONS

Purchases and sales of investments, excluding short-term securities, for the
period ended July 31, 1997, were as follows:

PURCHASES $ 6,367,754
SALES $ 1,042,482

6. CONCENTRATION OF CREDIT RISK

Since the Fund invests a substantial portion of its assets in issuers located in
one state, it will be more susceptible to factors adversely affecting issuers of
that state than would be a comparable tax-exempt mutual fund that invests
nationally. In order to reduce the credit risk associated with such factors, at
July 31, 1997, 57% of the securities in the portfolio of investments are backed
by letters of credit or bond insurance of various financial institutions and
financial guaranty assurance agencies. The percentage of investments insured by
or supported (backed) by a letter of credit from any one institution or agency
did not exceed 28% of total investments. [Graphic] [Graphic]Federated Investors
Edgewood Services, Inc., Distributor Cusip 951025105 G02160-01 (9/97) [Graphic]

<PAGE>

The shares of WesMark West Virginia Municipal Bond Fund (the "Fund") offered by
this prospectus represent interests in a non-diversified portfolio of
securities. The Fund is an investment portfolio of WesMark Funds (the "Trust"),
an open-end management investment company (a mutual fund). The investment
objective of the Fund is to provide current income which is exempt from federal
income tax and the income taxes imposed by the State of West Virginia. The Fund
invests primarily in securities issued by or on behalf of the State of West
Virginia and its political subdivisions, authorities and agencies, and
securities issued by other states, territories, and possessions of the United
States which are exempt from federal income tax and the income taxes imposed by
the State of West Virginia ("West Virginia Municipal Securities"). The shares
offered by this prospectus are not deposits or obligations of WesBanco Bank
Wheeling or its affiliates, are not endorsed or guaranteed by WesBanco Bank
Wheeling or its affiliates, and are not insured by the Federal Deposit Insurance
Corporation, the Federal Reserve Board, or any other government agency.
Investment in these shares involves investment risks, including the possible
loss of the principal amount invested. This prospectus contains the information
you should read and know before you invest in the Fund. Keep this prospectus for
future reference. The Fund has also filed a Statement of Additional Information
dated March 12, 1997 with the Securities and Exchange Commission ("SEC"). The
information contained in the Statement of Additional Information is incorporated
by reference into this prospectus. You may request a copy of the Statement of
Additional Information or a paper copy of this prospectus, if you have received
your prospectus electronically, free of charge, obtain other information, or
make inquiries about the Fund by writing or calling the Fund at 1-800-368-3369.
The Statement of Additional Information, material incorporated by reference into
this document, and other information regarding the Fund is maintained
electronically with the SEC at Internet Web site (http://www.sec.gov).
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
Prospectus dated March 12, 1997

<PAGE>

- --------------------------------------------------------------------------------
Table of Contents
- --------------------------------------------------------------------------------
1

Summary of Fund Expenses 1

General Information 2

Investment Information 2
Investment Objective 2
Investment Policies 2
West Virginia Municipal Securities 7
Investment Risks 7
Non-Diversification 8
Investment Limitations 8

WesMark Funds Information 9
Management of the Trust 9
Distribution of Fund Shares 10
Administration of the Fund 11
Expenses of the Fund 11

Net Asset Value 12

Investing in the Fund 12
Minimum Investment Required 12
What Shares Cost 12
Share Purchases 12
Systematic Investment Program 13
Exchanging Securities for Fund Shares 13
Certificates and Confirmations 13
Dividends and Capital Gains 13

Exchange Privilege 14

Redeeming Shares 14
Systematic Withdrawal Program 15
Redemption Before Purchase
Instruments Clear 16
Accounts with Low Balances 16

Shareholder Information 16
Voting Rights 16

Effect of Banking Laws 16

Tax Information 17
Federal Income Tax 17
West Virginia Taxes 18
Other State and Local Taxes 18

Performance Information 18

Addresses 20

<PAGE>

<S> <C>

Summary of Fund Expenses
Shareholder Transaction Expenses
Maximum Sales Charge Imposed on Purchases (as a percentage of offering price)................. None
Maximum Sales Charge Imposed on Reinvested Dividends (as a percentage of offering price)...... None
Deferred Sales Charge (as a percentage of original purchase price or redemption proceeds,
as applicable).......................................................................... None
Redemption Fee (as a percentage of amount redeemed, if applicable) ........................... None
Exchange Fee.................................................................................. None
Annual Fund Operating Expenses*
(As a percentage of projected average net assets)
Management Fee (after waiver) (1)...............................................................0.30%
12b-1 Fee (2)................................................................................... 0.00%
Total Other Expenses............................................................................0.44%
Shareholder Services Fee (2)..................................................... 0.00%
Total Annual Fund Operating Expenses (after waiver) (3)............................. 0.74%

(1) The estimated management fee has been reduced to reflect the
anticipated voluntary waiver by the investment adviser. The adviser
may terminate this voluntary waiver at any time at its sole
discretion. The maximum management fee is 0.60%.

(2) The Fund has no present intention of paying or accruing 12b-1 fees
or shareholder services fees during the fiscal year ending January
31, 1998. If the Fund were paying or accruing 12b-1 fees or
shareholder services fees, the Fund would be able to pay up to
0.25% of its average daily net assets for 12b-1 fees and up to
0.25% of its average daily net assets for shareholder services
fees.

(3) Total Fund Operating Expenses are estimated to be 1.04% absent the
anticipated voluntary waiver described above in note 1. * Annual Fund
Operating Expenses are estimated based on average expenses expected to
be incurred during the fiscal year ending January 31, 1998. During the
course of this period, expenses may be more or less than the average
amount shown.

The purpose of this table is to assist an investor in
understanding the various costs and expenses that a shareholder of the Fund will
bear, either directly or indirectly. For more complete descriptions of the
various costs and expenses, see "Investing in the Fund" and "WesMark Funds
Information." Wire-transferred redemptions may be subject to additional fees.

</TABLE>
<TABLE>
<CAPTION>

<S> <C> <C>
EXAMPLE ............................................................. 1 year 3 years
You would pay the following expenses on a $1,000 investment assuming (1)
5% annual return and (2) redemption at the end of
each time period. The Fund charges no redemption fees............... $8 $24

</TABLE>

The above example should not be considered a representation of past or
future expenses. Actual expenses may be greater or less than those shown. This
example is based on estimated data for the Fund's fiscal year ending January 31,
1998.

<PAGE>

General Information
The Trust was established as a Massachusetts business
trust under a Declaration of Trust dated March 1, 1996. The Declaration of Trust
permits the Trust to offer separate series of shares of beneficial interest
representing interests in separate portfolios of securities. The Trust currently
consists of WesMark West Virginia Municipal Bond Fund and WesMark Growth Fund.
This prospectus relates only to the WesMark Funds' West Virginia municipal
securities portfolio, known as WesMark West Virginia Municipal Bond Fund. The
shares in any one portfolio may be offered in separate classes. As of the date
of this prospectus, the Board of Trustees (the "Trustees") has not established
classes of shares of the Fund. The Fund is designed primarily for customers of
WesBanco Bank Wheeling and its affiliates and individual investors who desire a
convenient means of accumulating an interest in a professionally managed,
non-diversified portfolio investing primarily in West Virginia Municipal
Securities. WesBanco Bank Wheeling is the investment adviser to the Fund
("Adviser"). A minimum initial investment of $1,000 is required. Subsequent
investments must be in amounts of at least $100. The Fund is not likely to be a
suitable investment for non-West Virginia taxpayers or retirement plans since it
intends to invest primarily in West Virginia Municipal Securities. Fund shares
are sold and redeemed at net asset value without a sales charge imposed by the
Fund. Investment Information Investment Objective

The investment objective of the Fund is to provide current income which is
exempt from federal income tax and the income taxes imposed by the State of West
Virginia. Interest income of the Fund that is exempt from the income taxes
described above retains its tax-exempt status when distributed to the Fund's
shareholders. However, income distributed by the Fund may not necessarily be
exempt from state or municipal taxes in states other than West Virginia. While
there is no assurance that the Fund will achieve its investment objective, it
endeavors to do so by following the investment policies described in this
prospectus. The investment objective cannot be changed without approval of
shareholders. Unless indicated otherwise, the investment policies may be changed
by the Trustees without the approval of shareholders. Shareholders will be
notified before any material changes in these policies become effective.
Investment Policies

The Fund attempts to achieve its investment objective by investing in a
professionally managed portfolio consisting primarily of West Virginia Municipal
Securities. As a matter of fundamental investment policy which may not be
changed without shareholder approval, the Fund will invest its assets so that,
under normal circumstances, at least 80% of its net assets are invested in
obligations, the interest income from which is exempt from federal income tax
and the income taxes imposed by the State of West Virginia. For purposes of this
policy, the tax-free interest must not be a preference item for purposes of
computing the federal alternative minimum tax.

<PAGE>

Acceptable Investments. The Fund invests primarily in West Virginia
Municipal Securities, which are:

o obligations, including industrial development bonds, issued on
behalf of the State of West Virginia, its political subdivisions, agencies, or
instrumentalities (i.e., authorities);

o obligations issued by or on behalf of any state, territory or
possession of the United States, including the District of Columbia,
or any political subdivision or agency of any of these; and

o participation, trust and partnership interests, as described below, in
any of the above obligations;

the interest from which is, in the opinion of bond counsel for the issuers or in
the opinion of officers of the Fund and/or the Adviser, exempt from federal
income tax, including the alternative minimum tax, and the income taxes imposed
by the State of West Virginia. It is possible that shareholders who are subject
to alternative minimum tax will be required to include interest from a portion
of the municipal securities owned by the Fund in calculating the federal
individual alternative minimum tax or the federal alternative minimum tax for
corporations. While the Fund intends to invest primarily in securities issued by
or on behalf of the State of West Virginia and its political subdivisions, it
will invest in other securities issued by states, territories, and possessions
of the United States which are exempt from federal income tax, including
alternative minimum tax, and the income taxes imposed by the State of West
Virginia. The Fund will invest in such securities in instances where, in the
judgment of the Adviser, the supply and yield of such securities would be
beneficial to the Fund's performance. Characteristics. The West Virginia
Municipal Securities in which the Fund invests are:
o rated, at the time of purchase, investment grade (within the
four highest ratings categories for municipal securities) by a
nationally recognized statistical rating organization ("NRSRO"),
such as Moody's Investors Service, Inc. ("Moody's") (Aaa, Aa, A,
or Baa), Standard & Poor's Ratings Group ("S&P") (AAA, AA, A, or
BBB), or Fitch Investors Service, Inc. ("Fitch") (AAA, AA, A, or
BBB);

o guaranteed at the time of purchase by the U.S. government as to the
payment of principal and interest;

o fully collateralized by an escrow of U.S. government securities or
other securities acceptable to the Adviser;

o rated at the time of purchase within Moody's highest short-term
municipal obligation rating (MIG1/VMIG1) or Moody's highest
municipal commercial paper rating (PRIME-1) or S&P's highest
municipal commercial paper rating (SP-1);

o unrated if, at the time of purchase, other municipal securities of
that issuer are rated investment grade by an NRSRO (i.e., Baa or BBB
or better by Moody's, S&P, or Fitch); or

o unrated if determined to be of equivalent quality to one of the
foregoing rating categories by the Adviser.

If a security is subsequently downgraded below the permissible investment
category for the Fund, the Adviser will determine whether it continues to be an
acceptable investment; if not, the security will be sold. Bonds rated BBB by S&P
or Fitch or Baa by Moody's are investment grade, but have more speculative
characteristics than A-rated bonds. Changes in economic conditions or other
circumstances are more likely to lead to weakened capacity to make principal and
interest payments than higher rated bonds. A description of the rating
categories is contained in the Appendix to the Statement of Additional
Information. The prices of fixed income securities fluctuate inversely to the
direction of interest rates. Participation Interests. The Fund may purchase
interests in municipal securities from financial institutions such as commercial
and investment banks, savings associations, and insurance companies. These
interests may take the form of participations, beneficial interests in a trust,
partnership interests or any other form of indirect ownership that allows the
Fund to treat the income from the investment as exempt from federal and state
tax. These participation interests would give the Fund undivided interests in
West Virginia Municipal Securities. The financial institutions from which the
Fund purchases participation interests frequently provide or secure irrevocable
letters of credit or guarantees to assure that the participation interests are
of high quality. The Adviser will ensure that participation interests meet the
prescribed quality standards for the Fund. Variable Rate Municipal Securities.
Some of the West Virginia Municipal Securities which the Fund purchases may have
variable interest rates. Variable interest rates are ordinarily based on a
published interest rate, interest rate index, or a similar standard, such as the
91-day U.S. Treasury bill rate. Many variable rate municipal securities are
subject to payment of principal on demand by the Fund, usually in not more than
seven days. All variable rate municipal securities will meet the quality
standards for the Fund. The Adviser monitors the pricing, quality, and liquidity
of the variable rate municipal securities, including participation interests
held by the Fund, on the basis of published financial information and reports of
the NRSROs and other analytical services pursuant to guidelines established by
the Trustees. Municipal Leases. Municipal leases are obligations issued by state
and local governments or authorities to finance the acquisition of equipment and
facilities and may be considered to be illiquid. They may take the form of a
lease, an installment purchase contract, or a conditional sales contract. Credit
Enhancement. Certain of the Fund's acceptable investments may be credit-enhanced
by a guaranty, letter of credit, or insurance. Any bankruptcy, receivership,
default, or change in the credit quality of the party providing the credit
enhancement will adversely affect the quality and marketability of the
underlying security and could cause losses to the Fund and affect its share
price. The Fund may have more than 25% of its total assets invested in
securities credit-enhanced by banks or insurance. Investing in Securities of
Other Investment Companies. The Fund may invest in the securities of other
investment companies (including closed-end investment companies) but it will not
own more than 3% of the total outstanding voting stock of any investment
company, invest more than 5% of its total assets in any one investment company,
or invest more than 10% of its total assets in investment companies in general,
unless permitted to exceed these limitations by an exemptive order of the SEC.
The Fund will invest in other investment companies primarily for the purpose of
investing short-term cash which has not yet been invested in other portfolio
instruments. It should be noted that investment companies incur certain expenses
such as management fees and, therefore, any investment by the Fund in shares of
another investment company would be subject to such duplicate expenses.
Restricted and Illiquid Securities. The Fund may invest in restricted and
illiquid securities. Restricted securities are any securities in which the Fund
may otherwise invest pursuant to its investment objective and policies but which
are subject to restrictions on resale under federal securities laws. Certain
restricted securities which the Trustees deem to be liquid will be excluded from
this limitation. However, the Fund will limit investments in illiquid
securities, including certain restricted securities not determined by the
Trustees to be liquid, non-negotiable time deposits, repurchase agreements
providing for settlement in more than seven days after notice, and
over-the-counter options to 15% of its net assets. When-Issued and Delayed
Delivery Transactions. The Fund may purchase securities on a when-issued or
delayed delivery basis. These transactions are arrangements in which the Fund
purchases securities with payment and delivery scheduled for a future time. The
seller's failure to complete these transactions may cause the Fund to miss a
price or yield considered to be advantageous. Settlement dates may be a month or
more after entering into these transactions, and the market values of the
securities purchased may vary from the purchase prices. The Fund may dispose of
a commitment prior to settlement if the Adviser deems it appropriate to do so.
In addition, the Fund may enter into transactions to sell its purchase
commitments to third parties at current market values and simultaneously acquire
other commitments to purchase similar securities at later dates. The Fund may
realize short-term profits or losses upon the sale of such commitments. Lending
of Portfolio Securities. In order to generate additional income, the Fund may
lend portfolio securities (up to one-third of the value of its total assets) on
a short-term or long-term basis, to broker/dealers, banks, or other
institutional borrowers of securities. The Fund will only enter into loan
arrangements with broker/dealers, banks, or other institutions which the Adviser
has determined are creditworthy and will receive collateral in the form of cash
or U.S. government securities equal to at least 100% of the value of the
securities loaned. There is the risk that when lending portfolio securities, the
securities may not be available to the Fund on a timely basis and the Fund may,
therefore, lose the opportunity to sell the securities at a desirable price. In
addition, in the event that a borrower of securities would file for bankruptcy
or become insolvent, disposition of the securities may be delayed pending court
action. Put and Call Options. The Fund may purchase put and call options on its
portfolio securities. These options will be used as a hedge to attempt to
protect securities which the Fund holds, or will be purchasing, against
decreases or increases in value. The Fund may also write (sell) put and call
options on all or any portion of its portfolio to generate income for the Fund.
The Fund will write call options on securities either held in its portfolio or
for which it has the right to obtain without payment of further consideration or
for which it has segregated cash in the amount of any additional consideration.
In the case of put options, the Fund will segregate cash or other securities
with a value equal to or greater than the exercise price of the underlying
securities. The Fund may generally purchase and write over-the-counter options
on portfolio securities in negotiated transactions with the buyers or writers of
the options since options on the portfolio securities held by the Fund are not
traded on an exchange. The Fund purchases and writes options only with
investment dealers and other financial institutions (such as commercial banks or
savings associations) deemed creditworthy by the Adviser. Over-the-counter
options are two-party contracts with price and terms negotiated between buyer
and seller. In contrast, exchange-traded options are third-party contracts with
standardized strike prices and expiration dates and are purchased from a
clearing corporation. Exchange-traded options have a continuous liquid market
while over-the-counter options may not. Financial Futures and Options on
Futures. The Fund may purchase and sell financial futures contracts to hedge all
or a portion of its portfolio of long-term debt securities against changes in
interest rates. Financial futures contracts call for the delivery of particular
debt instruments (including those issued or guaranteed by the U.S. Treasury or
by specified agencies or instrumentalities of the U.S. government) at a certain
time in the future. The seller of the contract agrees to make delivery of the
type of instrument called for in the contract and the buyer agrees to take
delivery of the instrument at the specified future time. The Fund may write call
options and purchase put options on financial futures contracts as a hedge to
attempt to protect securities in its portfolio against decreases in value
resulting from anticipated increases in market interest rates. When the Fund
writes a call option on a futures contract, it is undertaking the obligation of
selling the futures contract at a fixed price at any time during a specified
period if the option is exercised. Conversely, as purchaser of a put option on a
futures contract, the Fund is entitled (but not obligated) to sell a futures
contract at the fixed price during the life of the option. The Fund may also
write put options and purchase call options on financial futures contracts as a
hedge against rising purchase prices of portfolio securities resulting from
anticipated decreases in market interest rates. The Fund will use these
transactions to attempt to protect its ability to purchase portfolio securities
in the future at price levels existing at the time it enters into the
transactions. When the Fund writes a put option on a futures contract, it is
undertaking to buy a particular futures contract at a fixed price at any time
during a specified period if the option is exercised. As a purchaser of a call
option on a futures contract, the Fund is entitled (but not obligated) to
purchase a futures contract at a fixed price at any time during the life of the
option. The Fund may not purchase or sell futures contracts or related options,
for other than bona fide hedging purposes, if immediately thereafter the sum of
the amount of margin deposits on the Fund's existing futures positions and
premiums paid for related options would exceed 5% of the market value of the
Fund's total assets. When the Fund purchases futures contracts, an amount of
cash and cash equivalents, equal to the underlying commodity value of the
futures contracts (less any related margin deposits), will be deposited in a
segregated account with the Fund's custodian (or the broker, if legally
permitted) to collateralize the position and thereby insure that the use of such
futures contracts is unleveraged.
Risks. When the Fund uses financial futures and options on financial
futures as hedging devices, there is a risk that the prices of the
securities subject to the futures contracts may not correlate
perfectly with the prices of the securities in the Fund's portfolio.
This may cause the futures contract and any related options to react
differently than the portfolio securities to market changes. In
addition, the Adviser could be incorrect in its expectations about
the direction or extent of market factors such as interest rate
movements. In these events, the Fund may lose money on the futures
contract or option. It is not certain that a secondary market for
positions in futures contracts or for options will exist at all
times. Although the Adviser will consider liquidity before entering
into options transactions, there is no assurance that a liquid
secondary market on an exchange will exist for any particular
futures contract or option at any particular time. The Fund's
ability to establish and close out futures and options positions
depends on this secondary market.
Temporary Investments. The Fund normally invests at least 80% of its net assets
in West Virginia Municipal Securities, as described above. Although the Fund is
permitted to invest up to 20% of its net assets in taxable investments under
normal market conditions, there is no current intention of generating income
subject to federal income tax or the income taxes imposed by the State of West
Virginia. However, from time to time, when the Adviser determines that market
conditions call for a temporary defensive posture, the Fund may invest up to
100% of its total assets in short-term tax-exempt or taxable temporary
investments. These temporary investments include: notes issued by or on behalf
of municipal or corporate issuers; obligations issued or guaranteed by the U.S.
government, its agencies, or instrumentalities; other debt securities;
commercial paper; certificates of deposit of banks; shares of other investment
companies; and repurchase agreements (arrangements in which the organization
selling the Fund a bond or temporary investment agrees at the time of sale to
repurchase it at a mutually agreed upon time and price). The Adviser will
purchase temporary investments it considers to be at least of comparable quality
to the Fund's other investments. Portfolio Turnover. The Fund may trade or
dispose of portfolio securities as considered necessary to meet its investment
objective. It is not anticipated that the portfolio trading engaged in by the
Fund will result in its annual rate of portfolio turnover exceeding 50%.
West Virginia Municipal Securities

West Virginia Municipal Securities are generally issued to finance public works,
such as airports, bridges, highways, housing, hospitals, schools, streets, and
water and sewer works. They are also issued to repay outstanding obligations, to
raise funds for general operating expenses, and to make loans to other public
institutions and facilities. West Virginia Municipal Securities include
industrial development bonds issued by or on behalf of public authorities to
provide financing aid to acquire sites or construct or equip facilities for
privately or publicly owned corporations. The availability of this financing
encourages these corporations to locate within the sponsoring communities and
thereby increases local employment. The two principal classifications of
municipal securities are "general obligation" and "revenue" bonds. General
obligation bonds are secured by the issuer's pledge of its full faith and credit
and taxing power for the payment of principal and interest. Revenue bonds do not
represent a pledge of credit or create any debt of or charge against the general
revenues of a municipality or public authority. Interest on and principal of
revenue bonds are payable only from the revenue generated by the facility
financed by the bond or other specified sources of revenue. Industrial
development bonds are typically classified as revenue bonds; the industry which
is the beneficiary of such bonds is generally the only source of payment for the
bonds.
Investment Risks

Yields on West Virginia Municipal Securities depend on a variety of factors,
including, but not limited to: the general conditions of the municipal bond
market; the size of the particular offering; the maturity of the obligations;
and the rating of the issue. Further, any adverse economic conditions or
developments affecting the State of West Virginia or its agencies or political
subdivisions could impact the Fund's portfolio. The Fund's concentration in
securities issued by the State of West Virginia and its agencies or political
subdivisions provides a greater level of risk than a fund which is diversified
across numerous states and municipal entities. The ability of the Fund to
achieve its investment objective also depends on the continuing ability of the
issuers of West Virginia Municipal Securities and participation interests, or
the guarantors of either, to meet their obligations for the payment of interest
and principal when due. Investing in West Virginia Municipal Securities which
meet the Fund's quality standards may not be possible if the State of West
Virginia or its agencies or political subdivisions do not maintain their current
credit ratings. In addition, certain West Virginia constitutional amendments,
legislative measures, executive orders, or administrative regulations could
result in adverse consequences affecting various West Virginia Municipal
Securities. A discussion of the current economic risks associated with the
purchase of West Virginia Municipal Securities is contained in the Statement of
Additional Information.
In the debt market, prices move inversely to interest rates. A decline in
market interest rates results in a rise in the market prices of
outstanding debt obligations. Conversely, an increase in market interest
rates results in a decline in market prices of outstanding debt
obligations. In either case, the amount of change in market prices of
debt obligations in response to changes in market interest rates
generally depends on the maturity of the debt obligations: the debt
obligations with the longest maturities will experience the greatest
market price changes.
The market value of debt obligations, and therefore the Fund's net asset value,
will fluctuate due to changes in economic conditions and other market factors
such as interest rates which are beyond the control of the Fund's adviser. The
Fund's adviser could be incorrect in its expectations about the direction or
extent of these market factors. Although debt obligations with longer maturities
offer potentially greater returns, they have greater exposure to market price
fluctuation. Consequently, to the extent the Fund is significantly invested in
debt obligations with longer maturities, there is a greater possibility of
fluctuation in the Fund's net asset value.
Non-Diversification

The Fund is a non-diversified investment portfolio. As such, there is no limit
on the percentage of assets which can be invested in any single issuer, except
as noted below. An investment in the Fund, therefore, will entail greater risk
than would exist in a diversified portfolio of securities because the higher
percentage of investments among fewer issuers may result in greater fluctuation
in the total market value of the Fund's portfolio. Any economic, political, or
regulatory developments affecting the value of the securities in the Fund's
portfolio will have a greater impact on the total value of the portfolio than
would be the case if the portfolio were diversified among more issuers. The Fund
may purchase an issue of municipal securities in its entirety. The Fund intends
to comply with Subchapter M of the Internal Revenue Code. This undertaking
requires that at the end of each quarter of each taxable year, with regard to at
least 50% of the Fund's total assets, no more than 5% of its total assets are
invested in the securities of a single issuer; and beyond that, no more than 25%
of its total assets are invested in the securities of a single issuer.
Investment Limitations

The Fund will not: o borrow money or pledge securities except, under
certain circumstances, the Fund may borrow up to one-third of the
value of its total assets and pledge assets to secure such borrowings.

The above investment limitation cannot be changed without
shareholder approval.

<PAGE>

WesMark Funds Information
Management of the Trust

Board of Trustees. The Trust is managed by a Board of Trustees. The Board of
Trustees is responsible for managing the business affairs of the Trust and for
exercising all of the powers of the Trust except those reserved for the
shareholders. An Executive Committee of the Board of Trustees handles the
Board's responsibilities between meetings of the Board. Investment Adviser.
Pursuant to an investment advisory contract with the WesMark Funds, investment
decisions for the Fund are made by WesBanco Bank Wheeling (the "Adviser" or
"WesBanco"), the Fund's investment adviser, subject to direction by the
Trustees. The Adviser continually conducts investment research and supervision
for the Fund and is responsible for the purchase or sale of portfolio
instruments, for which it receives an annual fee from the Fund.
Advisory Fees. The Adviser is entitled to receive an annual
investment advisory fee equal to 0.60% of the Fund's average daily
net assets. The investment advisory contract allows the voluntary
waiver, in whole or in part, of the investment advisory fee or the
reimbursement of expenses by the Adviser from time to time. The
Adviser can terminate any voluntary waiver of its fee or
reimbursement of expenses at any time at its sole discretion.
Adviser's Background. WesBanco Bank Wheeling is a wholly-owned
subsidiary of WesBanco, Inc. (the "Corporation"), a registered bank
holding company headquartered in Wheeling, West Virginia. The
Corporation and its subsidiaries provide a broad range of financial
services to individuals and businesses in West Virginia and Ohio
with 42 banking locations. The Adviser is a state chartered bank
which offers financial services that include, but are not limited
to, commercial and consumer loans, corporate, institutional and
personal trust services, and demand and time deposit accounts. The
Adviser employs an experienced staff of professional investment
analysts, portfolio managers and traders. The staff manages the bond
portfolios of the Corporation and its subsidiaries which includes
government, corporate, mortgage and municipal securities with a
total value of $525 million on December 31, 1996. In addition, the
Adviser provides investment management services to the Trust
Department of WesBanco and three other affiliate banks with trust
powers. The total assets of the trust departments of the Corporation
are valued at $1.6 billion. The Adviser has not previously served as
an investment adviser to a mutual fund. As part of its regular
banking operations, the Adviser may make loans to public companies
and municipalities. Thus, it may be possible, from time to time, for
the Fund to hold or acquire the securities of issuers which are also
lending clients of the Adviser. The lending relationship will not be
a factor in the selection of securities. Jerome B. Schmitt has been
a co-portfolio manager for the Fund since its inception. He has been
employed by the Adviser since 1972 and served as Senior Vice
President of Trusts and Investments since 1991, and has been
Executive Vice President since June 1996. Mr. Schmitt is a Chartered
Financial Analyst and received an M.A. in Economics from Ohio
University. Mr. Schmitt is responsible for supervising the
activities of the Trust and Investment Departments of the Adviser.

<PAGE>

Both the Trust and the Adviser have adopted strict codes of ethics governing the
conduct of all employees who manage the Fund and its portfolio securities. These
codes recognize that such persons owe a fiduciary duty to the Fund's
shareholders and must place the interests of shareholders ahead of the
employees' own interest. Among other things, the codes: require preclearance and
periodic reporting of personal securities transactions; prohibit personal
transactions in securities being purchased or sold, or being considered for
purchase or sale, by the Fund; prohibit purchasing securities in initial public
offerings; and prohibit taking profits on securities held for less than sixty
days. Violations of the codes are subject to review by the Board of Trustees,
and could result in severe penalties.
Distribution of Fund Shares

<PAGE>

Shareholder Services Arrangements. The Fund and WesBanco have entered into a
Shareholder Services Agreement (the "Services Agreement") with respect to the
shares of the Fund to provide administrative support services to customers who
from time to time may be owners of record or beneficial owners of the Fund's
shares. In return for providing these support services, WesBanco (or a financial
institution which has an agreement with WesBanco) may receive payments from the
Fund at a rate not exceeding 0.25% of the average daily net assets of the shares
beneficially owned by the financial institution's customers for whom it is
holder of record or with whom it has a servicing relationship. These
administrative services may include, but are not limited to, the following
functions: providing office space, equipment, telephone facilities, and various
personnel, including clerical, supervisory, and computer, as necessary or
beneficial to establish and maintain shareholder accounts and records;
processing purchase and redemption transactions and automatic investments of
client account cash balances; answering routine client inquiries regarding the
Fund; assisting clients in changing dividend options, account designations, and
addresses; and providing such other services as the Fund reasonably requests.
Certain trust clients, including ERISA plans, will not be effected by the
Services Agreement because the Services Agreement will not be activated unless
and until a separate "trust" class of shares of the Fund (which would not have a
Services Agreement) is created and such trust clients' investments in the Fund
are converted to such class. Administrative Arrangements. The Distributor may
also pay financial institutions as directed by the Adviser a fee based upon the
average daily net asset value of shares of their customers invested in the Fund
for providing administrative services. This fee is in addition to the amounts
paid under the Distribution Plan for administrative services, and, if paid, will
be reimbursed by the Adviser and not the Fund.
Administration of the Fund

Administrative Services. Federated Services Company, Pittsburgh, Pennsylvania, a
subsidiary of Federated Investors, provides the Fund with the administrative
personnel and services necessary to operate the Fund. Such services include
certain legal and accounting services. Federated Services Company provides these
at an annual rate as specified below:
Maximum Average Aggregate Daily
Administrative Fee Net Assets of the Trust
.150 of 1% on the first $250 million
.125 of 1% on the next $250 million
.100 of 1% on the next $250 million
.075 of 1% on assets in excess of $750 million
The administrative fee received during any fiscal year shall be at least
$75,000 per Fund. Federated Services Company may choose voluntarily to
waive a portion of its fee. Expenses of the Fund

The Fund pays all of its own expenses and its allocable share of Trust expenses.
These expenses include, but are not limited to, the cost of: organizing the
Trust and continuing its existence; Trustees' fees; investment advisory and
administrative services; printing prospectuses and other Fund documents for
shareholders; registering the Trust, the Fund, and shares of the Fund; taxes and
commissions; issuing, purchasing, repurchasing, and redeeming shares; fees for
custodians, transfer agents, dividend disbursing agents, shareholder servicing
agents, and registrars; printing, mailing, auditing, accounting, and legal
expenses; reports to shareholders and government agencies; meetings of Trustees
and shareholders and proxy solicitations therefor; distribution fees; insurance
premiums; association membership dues; and such nonrecurring and extraordinary
items as may arise. However, the Adviser may voluntarily waive and/or reimburse
some expenses.
Net Asset Value
The Fund's net asset value per share fluctuates. It is determined by dividing
the sum of the market value of all securities and other assets, less
liabilities, by the number of shares outstanding.
Investing in the Fund
Minimum Investment Required

The minimum initial investment in the Fund by an investor is $1,000. Subsequent
investments must be in amounts of at least $100. These minimums may be waived
for purchases by the Trust Division of WesBanco for its fiduciary or custodial
accounts and WesBanco employees and members of their immediate family. An
institutional investor's minimum investment will be calculated by combining all
accounts it maintains with the Fund.
What Shares Cost

Fund shares are sold at their net asset value next determined after an order is
received. There is no sales charge imposed by the Fund. The net asset value is
determined as of the close of trading (normally 4:00 p.m., Eastern time) on the
New York Stock Exchange, Monday through Friday, except on: (i) days on which
there are not sufficient changes in the value of a Fund's portfolio securities
that its net asset value might be materially affected; (ii) days during which no
shares are tendered for redemption and no orders to purchase shares are
received; and (iii) the following holidays: New Year's Day, Martin Luther King
Day, Presidents' Day, Good Friday, Memorial Day, Independence Day, Labor Day,
Columbus Day, Veterans' Day, Thanksgiving Day, and Christmas Day.
Share Purchases

Fund shares are sold on days on which the New York Stock Exchange and the
Federal Reserve wire system are open for business. Shares of the Fund may be
purchased through WesBanco. In connection with the sale of Fund shares, the
Distributor may, from time to time, offer certain items of nominal value to any
shareholder or investor. The Fund reserves the right to reject any purchase
request. By Telephone. To place an order to purchase Fund shares, call WesMark
Funds Shareholder Services at 1-800-368-3369. Texas residents must purchase
shares of the Fund through the Distributor at 1-888-898-0600. The order must be
placed by 4:00 p.m. (Eastern time) for shares to be purchased at that day's
price, and payment is normally expected the next business day. Payment by Wire.
To purchase shares by Federal Reserve Wire, contact your account officer for
wiring instructions. Wire orders will only be accepted on days on which the
Fund, WesBanco and the Federal Reserve Banks are open for business. By Mail. To
purchase shares of the Fund by mail, investors may send an application (for a
new account) and a check made payable to the Fund at: WesMark Funds Shareholder
Services, WesBanco Bank Wheeling, One Bank Plaza, Wheeling, West Virginia 26003.
Orders by mail are considered received after payment by check is converted by
WesBanco into federal funds. This is normally the next business day after
WesBanco receives the check.
Systematic Investment Program

Once a Fund account has been opened, shareholders may add to their investment on
a regular basis in a minimum amount of $100. Under this program, funds may be
automatically withdrawn periodically from the shareholder's checking account and
invested in Fund shares at the net asset value next determined after an order is
received by the Fund. A shareholder may apply for participation in this program
through WesBanco or by writing to the Fund.
Exchanging Securities for Fund Shares

The Fund may accept securities in exchange for Fund shares. The Fund will allow
such exchanges only upon prior approval of the Fund and a determination by the
Fund and the Adviser that the securities to be exchanged are acceptable. Any
securities exchanged must meet the investment objective and policies of the
Fund, must have a readily ascertainable market value, and must be liquid. The
market value of any securities exchanged in an initial investment, plus any
cash, must be at least equal to the minimum investment in the Fund. Any interest
earned on the securities prior to the exchange will be considered in valuing the
securities. All interest, dividends, subscription or other rights attached to
the securities become the property of the Fund, along with the securities. If an
exchange is permitted, it will be treated as a sale for federal income tax
purposes. Depending upon the cost basis of the securities exchanged for Fund
shares, a gain or loss may be realized by the investor.
Certificates and Confirmations

As transfer agent for the Fund, Federated Shareholder Services Company maintains
a share account for each shareholder. Share certificates are not issued.
Detailed confirmations of each purchase and redemption are sent to each
shareholder. Monthly confirmations are sent to report dividends paid during that
month.
Dividends and Capital Gains

Dividends are declared daily and paid monthly. Dividends are declared just prior
to determining net asset value. If an order for shares is placed on the
preceding business day, shares purchased by wire begin earning dividends on the
business day wire payment is received by the custodian. If the order for shares
and payment by wire are received on the same day, shares begin earning dividends
on the next business day. Shares purchased by check begin earning dividends on
the business day after the check is converted into federal funds. Unless cash
payments are requested by contacting the Fund, dividends and capital gains are
automatically reinvested in additional shares of the Fund on payment dates at
net asset value. Distributions of net long-term capital gains realized by the
Fund will be made at least annually.

<PAGE>

Exchange Privilege
You may exchange shares of the Fund for shares of the WesMark Growth Fund at net
asset value without a sales charge, provided you have received a copy of the
current prospectus of the WesMark Growth Fund, and you meet the investment
minimum of the WesMark Growth Fund. Upon receipt of proper instructions and all
necessary supporting documents, the Fund's shares you submit for exchange will
be redeemed at the next-determined net asset value. Written exchange
instructions may require a signature guarantee. An exchange is treated as a sale
for federal income tax purposes and, depending on the circumstances, you may
realize a short or long-term capital gain or loss. The exchange privilege may be
terminated at any time, and you will be notified of such termination. You may
obtain further information on the exchange privilege by calling WesMark Funds
Shareholder Services. The WesMark Funds currently offer only one class of
shares. If each of the Funds should add a second class of shares, exchanges may
be limited to shares of the same class of each of the WesMark Funds. An
authorization form permitting the Fund to accept telephone exchange requests
must first be completed. It is recommended that investors request this exchange
privilege on the account application at the time of their initial application.
If not completed at the time of initial application, authorization forms and
information on this service can be obtained through WesMark Funds Shareholder
Services. Telephone exchange instructions may be recorded. An excessive number
of exchanges may be disadvantageous to the Fund. Therefore, the Fund, in
addition to its right to reject any exchange request, reserves the right to
modify or terminate the exchange privilege at any time. Shareholders would be
notified prior to any modification or termination.
Redeeming Shares
The Fund redeems shares at their net asset value next determined after the Fund
receives the redemption request. Redemptions will be made on days on which the
Fund computes its net asset value. Requests for redemptions must be received in
proper form and can be made by calling WesBanco or writing directly to the Fund.
By Telephone. A shareholder may redeem shares of the Fund by calling his account
officer or by calling WesMark Funds Shareholder Services at 1-800-368-3369 to
request the redemption. Shares will be redeemed at the net asset value next
determined after the Fund receives the redemption request from WesBanco.
Redemption requests must be received by WesBanco before 4:00 p.m. (Eastern time)
in order for shares to be redeemed at that day's net asset value. Proceeds will
normally be wired the next business day or a check will be sent to the address
of record. WesBanco is responsible for promptly submitting redemption requests
and providing proper redemption instructions to the Fund. If, at any time, the
Fund should determine it necessary to terminate or modify this method of
redemption, shareholders would be promptly notified. An authorization form
permitting the Fund to accept telephone redemption requests must first be
completed. It is recommended that investors request this privilege at the time
of their initial application. If not completed at the time of initial
application, authorization forms and information on this service are available
by calling WesMark Funds Shareholder Services. Telephone redemption instructions
may be recorded. If reasonable procedures are not followed by the Fund, it may
be liable for losses due to unauthorized or fraudulent telephone instructions.
In the event of extraordinary economic or market changes, a shareholder may
experience difficulty in redeeming by telephone. If such a case should occur, it
is recommended that a redemption request be made in writing and be sent by
overnight mail to your account officer at WesBanco. By Mail. Shareholders may
redeem Fund shares by sending a written request to WesMark Funds Shareholder
Services at: WesBanco Bank Wheeling, One Bank Plaza, Wheeling, West Virginia
26003. The written request should include the shareholder's name, the Fund name,
the account number, and the share or dollar amount requested. Shareholders
should call the WesMark Funds Shareholder Services at 1-800-368-3369 for
assistance in redeeming by mail. Shareholders requesting a redemption of any
amount to be sent to an address other than that on record with the Fund or a
redemption payable other than to the shareholder of record must have signatures
on written redemption requests guaranteed by:

o a trust company or commercial bank whose deposits are insured by the
Bank Insurance Fund ("BIF"), which is administered by the Federal
Deposit Insurance Corporation ("FDIC");

o a member of the New York, American, Boston, Midwest, or Pacific Stock
Exchanges;

o a savings bank or savings association whose deposits are insured by
the Savings Association Insurance Fund ("SAIF"), which is administered
by the FDIC; or

o any other "eligible guarantor institution," as defined in the
Securities Exchange Act of 1934.

The Fund does not accept signatures guaranteed by a notary public. The Fund and
its transfer agent have adopted standards for accepting signature guarantees
from the above institutions. The Fund may elect in the future to limit eligible
signature guarantors to institutions that are members of a signature guarantee
program. The Fund and its transfer agent reserve the right to amend these
standards at any time without notice. Receiving Payment. Normally, a check for
the proceeds is mailed to the shareholder within one business day, but in no
event more than seven calendar days, after receipt of a proper written
redemption request, provided that the transfer agent has received payment for
shares from the shareholder.
Systematic Withdrawal Program

Shareholders who desire to receive payments of a predetermined amount may take
advantage of the Systematic Withdrawal Program. Under this program, Fund shares
are redeemed to provide for periodic withdrawal payments in an amount directed
by the shareholder. Depending upon the amount of the withdrawal payments, the
amount of dividends paid and capital gains distributions with respect to Fund
shares, and the fluctuation of the net asset value of Fund shares redeemed under
this program, redemptions may reduce, and eventually deplete, the shareholder's
investment in the Fund. For this reason, payments under this program should not
be considered as yield or income on the shareholder's investment in the Fund. To
be eligible to participate in this program, a shareholder must have an account
value of at least $10,000. A shareholder may apply for participation in this
program through his financial institution or WesMark Funds Shareholder Services.
Redemption Before Purchase Instruments Clear

When you purchase Fund shares by check or through the Automated Clearing House
System, the proceeds from the redemption of those shares are not available, and
the shares may not be exchanged, until WesMark Funds Shareholder Services and/or
the transfer agent is reasonably certain that the purchase check has cleared,
which could take up to seven calendar days.
Accounts with Low Balances

Due to the high cost of maintaining accounts with low balances, the Fund may
redeem shares in any account and pay the proceeds to the shareholder if the
account balance falls below the required minimum value of $1,000 due to
shareholder redemptions. This requirement does not apply, however, if the
balance falls below $1,000 because of changes in the Fund's net asset value.
Before shares are redeemed to close an account, the shareholder is notified in
writing and allowed 30 days to purchase additional shares to meet the minimum
requirement.
Shareholder Information
Voting Rights

Each share of the Fund gives the shareholder one vote in Trustee elections and
other matters submitted to shareholders for vote. All shares of each portfolio
in the Trust have equal voting rights except that only shares of the Fund are
entitled to vote on matters affecting only the Fund. As a Massachusetts business
trust, the Trust is not required to hold annual shareholder meetings.
Shareholder approval will be sought only for certain changes in the Trust's or
the Fund's operation and for the election of Trustees under certain
circumstances. Trustees may be removed by the Trustees or by shareholders at a
special meeting. A special meeting of the shareholders shall be called by the
Trustees upon the written request of shareholders owning at least 10% of the
outstanding shares of the Trust.
Effect of Banking Laws
The Glass-Steagall Act and other banking laws and regulations presently prohibit
a bank holding company registered under the Bank Holding Company Act of 1956 or
any affiliate thereof from sponsoring, organizing or controlling a registered,
open-end investment company continuously engaged in the issuance of its shares,
and from issuing, underwriting, selling or distributing securities in general.
Such laws and regulations do not prohibit such a holding company or affiliate
from acting as investment adviser, transfer agent, or custodian to such an
investment company or from purchasing shares of such a company as agent for and
upon the order of their customers. Some entities providing services to the Fund,
such as WesBanco Bank Wheeling, are subject to such banking laws and
regulations. They believe that they may perform those services for the Fund
contemplated by any agreement entered into with the Fund without violating those
laws or regulations. Changes in either federal or state statutes and regulations
relating to the permissible activities of banks and their subsidiaries or
affiliates, as well as further judicial or administrative decisions or
interpretations of present or future statutes and regulations, could prevent
these entities from continuing to perform all or a part of the above services.
If this happens, the Trustees would consider alternative means of continuing
available services. It is not expected that shareholders would suffer any
adverse financial consequences as a result of any of these occurrences.
Tax Information
Federal Income Tax

The Fund expects to pay no federal regular income tax because it intends to meet
requirements of the Internal Revenue Code (the "Code") applicable to regulated
investment companies and to receive the special tax treatment afforded to such
companies. Shareholders are not required to pay federal regular income tax on
any dividends received from the Fund that represent net interest on tax-exempt
municipal bonds. However, under the Tax Reform Act of 1986, dividends
representing net interest income earned on some municipal bonds may be included
in calculating the federal individual alternative minimum tax or the federal
alternative minimum tax for corporations. The alternative minimum tax, up to 28%
of alternative minimum taxable income for individuals and 20% for corporations,
applies when it exceeds the regular tax for the taxable year. Alternative
minimum taxable income is equal to the regular taxable income of the taxpayer
increased by certain "tax preference" items not included in regular taxable
income and reduced by only a portion of the deductions allowed in the
calculation of the regular tax. The Tax Reform Act of 1986 treats interest on
certain "private activity" bonds issued after August 7, 1986, as a tax
preference item for both individuals and corporations. Unlike traditional
governmental purpose municipal bonds, which finance roads, schools, libraries,
prisons, and other public facilities, private activity bonds provide benefits to
private parties. The Fund may purchase all types of municipal bonds, including
private activity bonds. Thus, should it purchase any such bonds, a portion of
the Fund's dividends may be treated as a tax preference item. In addition, in
the case of a corporate shareholder, dividends of the Fund which represent
interest on municipal bonds will become subject to the 20% corporate alternative
minimum tax because the dividends are included in a corporation's "adjusted
current earnings." The corporate alternative minimum tax treats 75% of the
excess of the taxpayer's "adjusted current earnings" over the taxpayer's
alternative minimum taxable income as a tax preference item. "Adjusted current
earnings" is based upon the concept of a corporation's "earnings and profits."
Since "earnings and profits" generally includes the full amount of any Fund
dividend, and alternative minimum taxable income does not include the portion of
the Fund's dividend attributable to municipal bonds which are not private
activity bonds, the difference will be included in the calculation of the
corporation's alternative minimum tax. Shareholders should consult with their
tax advisers to determine whether they are subject to the alternative minimum
tax or the corporate alternative minimum tax and, if so, the tax treatment of
dividends paid by the Fund. Dividends of the Fund representing net interest
income earned on some temporary investments and any realized net short-term
gains are taxed as ordinary income. Distributions representing net long-term
capital gains realized by the Fund, if any, will be taxable as long-term capital
gains regardless of the length of time shareholders have held their shares.
These tax consequences apply whether dividends are received in cash or as
additional shares. Information on the tax status of dividends and distributions
is provided annually.
West Virginia Taxes

Under existing West Virginia laws, distributions made by the Fund will not be
subject to the West Virginia personal income tax to the extent that such
distributions qualify as exempt-interest dividends under the Internal Revenue
Code of 1986, as amended, and represent (i) interest income from obligations of
the United States and its possessions; or (ii) interest or dividend income from
obligations of any authority, commission or instrumentality of the United States
or the State of West Virginia exempt from state income taxes under the laws of
the United States or of the State of West Virginia. For purposes of the West
Virginia corporate income tax, a special formula is used to compute such
exemption. Counsel to the Fund's distributor has been advised that (although
they had not been asked to rule on the matter since no controversy concerning
the application of the personal property tax had been presented), the Secretary
of the Department of Tax and Revenue has indicated that its likely position
would be that the exemption from the imposition of personal property taxes on
the Fund's portfolio securities would pass-through to the Fund's shareholders,
such that the Fund's shares would also be exempt from such taxes. Shareholders
should consult their own tax adviser for more information on the application of
personal property taxes on Fund shares.
Other State and Local Taxes

Income from the Fund is not necessarily free from taxes in states other than
West Virginia. State laws differ on this issue, and shareholders are urged to
consult their own tax advisers regarding the status of their accounts under
state and local tax laws.
Performance Information
From time to time, the Fund advertises its total return, yield, and
tax-equivalent yield. Total return represents the change, over a specific period
of time, in the value of an investment in the Fund after reinvesting all income
and capital gains distributions. It is calculated by dividing that change by the
initial investment and is expressed as a percentage. The yield of the Fund is
calculated by dividing the net investment income per share (as defined by the
Securities and Exchange Commission) earned by the Fund over a thirty-day period
by the offering price per share of the Fund on the last day of the period. This
number is then annualized using semi-annual compounding. The tax-equivalent
yield of the Fund is calculated similarly to the yield, but is adjusted to
reflect the taxable yield that the Fund would have had to earn to equal its
actual yield, assuming a specific tax rate. The yield and the tax-equivalent
yield do not necessarily reflect income actually earned by the Fund and,
therefore, may not correlate to the dividends or other distributions paid to
shareholders. From time to time, advertisements for the Fund may refer to
ratings, rankings, and other information in certain financial publications
and/or compare the Fund's performance to certain indices. The Fund is the
successor to the portfolio of a common trust fund managed by the Adviser. It is
anticipated that, at the Fund's commencement of operations, the assets from the
common trust fund will have been transferred to the Fund in exchange for Fund
shares. The Adviser has represented that the Fund's investment objective,
policies and limitations are in all material respects identical to those of the
common trust fund. The Fund's total return for the one-year period ended
December 31, 1996, was 3.75%. The Fund's average annual total return for the
five-year period ended December 31, 1996, and for the period from December 31,
1990 (date of commencement of operations of the common trust fund) to December
31, 1996 was 5.21% and 5.55%, respectively. The quoted performance data is the
performance of the common trust fund for periods before the Fund's registration
statement became effective, as adjusted to reflect the Fund's anticipated
expenses as set forth in the "Expenses of the Fund" section of this prospectus.
The common trust fund was not registered under the Investment Company Act of
1940 ("1940 Act") and therefore was not subject to certain investment
restrictions that are imposed by the 1940 Act. If the common trust fund had been
registered under the 1940 Act, the performance may have been adversely affected.

<PAGE>

<S> <C>

Addresses
WesMark West Virginia Municipal Bond Fund
Federated Investors Tower
Pittsburgh, Pennsylvania 15222-3779

Distributor
Edgewood Services, Inc. Clearing Operations
P.O. Box 897
Pittsburgh, Pennsylvania 15230-0897

Investment Adviser
WesBanco Bank Wheeling One Bank Plaza
Wheeling, West Virginia 26003

Custodian
WesBanco Bank Wheeling One Bank Plaza
Wheeling, West Virginia 26003

Transfer Agent and Dividend Disbursing Agent
Federated Shareholder
Services Company Federated Investors Tower
Pittsburgh, Pennsylvania 15222-3779

Portfolio Accounting Services
Federated Services Company Federated Investors Tower
Pittsburgh, Pennsylvania 15222-3779

Independent Auditors
Deloitte & Touche LLP 2500 One PPG Place
Pittsburgh, PA 15222

</TABLE>

<PAGE>

Prospectus

A Non-Diversified Portfolio of WesMark Funds, an
Open-End, Management Investment Company

March 12, 1997

[GRAPHIC OMITTED]

[GRAPHIC OMITTED] EDGEWOOD SERVICES, INC.

Distributor WesBanco Bank Wheeling
A subsidiary of FEDERATED INVESTORSInvestment Adviser
Federated Investors Tower
Pittsburgh, PA 15222-3779
CUSIP 951025105
G01913-01 (3/97)

WesMark West Virginia Municipal Bond Fund

(A Portfolio of WesMark Funds)
Supplement to Statement of Additional Information dated March 12, 1997

A. Please insert the following information as a second paragraph under the
section entitled "Fund Ownership" on page 12 of the Statement of Additional
Information:

"As of September 2, 1997, there were no shareholders of record who owned 5%
or more of the outstanding shares of the Fund."

B. Please insert the following sub-section entitled "Advisory Fees" immediately
after the sub-section entitled "Adviser to the Fund" under the section entitled
"Investment Advisory Services" on page 14 of the Statement of Additional
Information:

"Advisory Fees

For its advisory services, WesBanco Bank Wheeling receives an annual
investment advisory fee as described in the prospectus.

For the period from April 14, 1997 (date of initial public investment) to
July 31, 1997, the Fund's Adviser earned $108,681, of which $54,341 was
voluntarily waived."

C. Please delete the sentence under the sub-section entitled "Fund
Administration" under the section entitled "Other Services" on page 14 of the
Statement of Additional Information and replace with the following:

"Federated Administrative Services, a subsidiary of Federated Investors,
provides administrative personnel and services to the Fund for a fee as
described in the prospectus.

For the period from April 14, 1997 (date of initial public investment) to
July 31, 1997, the Fund incurred costs for administrative services of $27,215."

D. Please insert the following information as a final paragraph under the
section entitled "Brokerage Transactions" on page 14 of the Statement of
Additional Information:

"For the period from April 14, 1997 (date of initial public investment) to
July 31, 1997, the Fund paid no brokerage commissions."

E. Please insert the following information as a final paragraph under the
sub-section entitled "Distribution and Shareholder Services Plans" under the
section "Purchasing Shares" on page 15 of the Statement of Additional
Information:

"For the period from April 14, 1997 (date of initial public investment) to
July 31, 1997, the Fund paid no fees pursuant to the Distribution and
Shareholder Services Plans."

<PAGE>

F. Please insert the following information as the first paragraph under the
section entitled "Total Return" on page 17 of the Statement of Additional
Information:

"For the period from April 14, 1997 (date of initial public investment) to
July 31, 1997, the Fund's cumulative total return was 3.71%.

Cumulative total return reflects a Fund's total performance over a specific
period of time. The Fund's total return is representative of only four months of
investment activity since the Fund's effective date."

G. Please insert the following information as the first paragraph under the
section entitled "Yield" on page 17 of the Statement of Additional Information:

"The Fund's 30-day SEC yield at July 31, 1997 was 3.79%."

H. Please insert the following information as the first paragraph under the
section entitled "Tax-Equivalent Yield" on which begins on page 17 of the
Statement of Additional Information:

"The Fund's tax-equivalent yield, assuming a combined federal and state tax
rate of 46.1%, for the 30-day period ended July 31, 1997 was 7.03%."

September 30, 1997

EDGEWOOD SERVICES, INC.
Distributor

Cusip 951025105
G02160-03 (9/97)

[GRAPHIC OMITTED]

WesMark West Virginia Municipal Bond Fund

(A Portfolio of WesMark Funds)

Statement of Additional Information

This Statement of Additional Information should be read with the
prospectus of WesMark West Virginia Municipal Bond Fund (the "Fund") dated
March 12, 1997. This Statement is not a prospectus itself. You may request
a copy of the prospectus or a paper copy of this Statement of Additional
Information, if you have received it electronically, free of charge by
calling the WesMark Funds Shareholder Services at 1-800-368-3369. Terms
used but not defined herein, which are defined in the prospectus, are used
herein as defined in the prospectus.

Federated Investors Tower
Pittsburgh, Pennsylvania 15222-3779

Statement dated March 12, 1997

EDGEWOOD SERVICES, INC.
Distributor
A subsidiary of FEDERATED INVESTORS

<PAGE>

Table of Contents
- --------------------------------------------------------------------------------
1
General Information About the Fund 1
Investment Objective and Policies 1
Acceptable Investments 1
When-Issued and Delayed Delivery Transactions 3
Repurchase Agreements 3
Reverse Repurchase Agreements 3
Futures and Options Transactions 3
Lending of Portfolio Securities 6
Restricted and Illiquid Securities 6
Portfolio Turnover 6
West Virginia Investment Risks 6
Investment Limitations 7
WesMark Funds Management 8
Fund Ownership 12
Trustees Compensation 13
Trustee Liability 14
Investment Advisory Services 14
Adviser to the Fund 14
Other Services 14
Fund Administration 14
Custodian 14
Transfer Agent,Dividend Disbursing Agent, and
Portfolio Accounting Services 14
Independent Auditors 14

Brokerage Transactions 14
Purchasing Shares 15
Distribution and Shareholder Services Plans 15
Administrative Arrangements 15
Conversion to Federal Funds 15
Determining Net Asset Value 15
Valuing Municipal Bonds 15
Valuing Futures and Options 16
Redeeming Shares 16
Redemption in Kind 16
Massachusetts Partnership Law 16
Tax Status 16
The Fund's Tax Status 16
Shareholders' Tax Status 17
Total Return 17
Yield 17
Tax-Equivalent Yield 17
Tax-Equivalency Table 17
Performance Comparisons 19
Economic and Market Information 19
Appendix 20

<PAGE>

General Information About the Fund
The Fund is a portfolio in WesMark Funds (the "Trust") which was established as
a Massachusetts business trust under a Declaration of Trust dated March 1, 1996.
Investment Objective and Policies
The Fund's investment objective is to provide current income which is exempt
from federal income tax and the income taxes imposed by the State of West
Virginia. The objective cannot be changed without approval of shareholders.
Acceptable Investments

The Fund invests primarily in a non-diversified portfolio of West Virginia
Municipal Securities.
Characteristics

A West Virginia Municipal Security will be determined by the Adviser to
meet the quality standards established by the Trustees if it is of
comparable quality to municipal securities within the Fund's rating
requirements. The Trustees consider the creditworthiness of the issuer
of a municipal security, the issuer of a participation interest if the
Fund has the right to demand payment from the issuer of the interest,
or the guarantor of payment by either of those issuers.

If Moody's, S&P's, or Fitch's ratings change because of changes in
those organizations or in their rating systems, the Fund will try to
use comparable ratings as standards in accordance with the investment
policies described in the Fund's prospectus.

Types of Acceptable Investments

Examples of West Virginia Municipal Securities include, but are not
limited to:

o general obligation bonds secured by a municipality's pledge of
taxation;

o tax anticipation notes sold to finance working capital needs of
municipalities in anticipation of receiving taxes at a later date;

o serial bonds sold with differing maturity dates;

o bond anticipation notes sold in anticipation of the issuance of
longer-term bonds; and

o pre-refunded municipal bonds whose timely payment of interest and
principal is ensured by an escrow of U.S. government obligations.

Participation Interests

The financial institutions from which the Fund purchases participation
interests frequently provide or secure from other financial
institutions irrevocable letters of credit or guarantees and give the
Fund the right to demand payment of the principal amounts of the
participation interests plus accrued interest on short notice (usually
within seven days).

Variable Rate Municipal Securities

Variable interest rates generally reduce changes in the market value of
municipal securities from their original purchase prices. Accordingly,
as interest rates decrease or increase, the potential for capital
appreciation or depreciation is less for variable rate municipal
securities than for fixed income obligations.

Many municipal securities with variable interest rates purchased by the
Fund are subject to repayment of principal (usually within seven days)
on the Fund's demand. The terms of these variable rate demand
instruments require payment of principal and accrued interest from the
issuer of the municipal obligations, the issuer of the participation
interests, or a guarantor of either issuer.

Municipal Leases

The Fund may invest up to 5% of its net assets in municipal leases. The
Fund may purchase municipal securities in the form of participation
interests which represent undivided proportional interests in lease
payments by a governmental or non-profit entity. The lease payments and
other rights under the lease provide for and secure the payments on the
certificates. Lease obligations may be limited by municipal charter or
the nature of the appropriation for the lease. In particular, lease
obligations may be subject to periodic appropriation. If the entity
does not appropriate funds for future lease payments, the entity cannot
be compelled to make such payments. Furthermore, a lease may provide
that the certificate trustee cannot accelerate lease obligations upon
default. The trustee would only be able to enforce lease payments as
they become due. In the event of a default or failure of appropriation,
it is unlikely that the trustee would be able to obtain an acceptable
substitute source of payment or that the substitute source of payment
will generate tax-exempt income.

In determining the liquidity of municipal lease securities, the
Adviser, under the authority delegated by the Trustees, will base its
determination on the following factors: (a) whether the lease can be
terminated by the lessee: (b) the potential recovery, if any, from a
sale of the leased property upon termination of the lease; (c) the
lessee's general credit strength (e.g., its debt, administrative,
economic, and financial characteristics and prospects); (d) the
likelihood that the lessee will discontinue appropriating funding for
the leased property because the property is no longer deemed essential
to its operations (e.g., the potential for an "event of
non-appropriation"); and (e) any credit enhancement or legal recourse
provided upon an event of non-appropriation or other termination of the
lease.

If the Fund purchases unrated municipal leases, the Trustees will be
responsible for determining, on an ongoing basis, the credit quality of such
leases and the likelihood that such leases will not be canceled.

Municipal Bond Insurance

The Fund may purchase municipal securities covered by insurance which
guarantees the timely payment of principal at maturity and interest on
such securities ("Policy" or "Policies"). These insured municipal
securities are either (1) covered by an insurance policy applicable to
a particular security, whether obtained by the issuer of the security
or by a third party ("Issuer-Obtained Insurance") or (2) insured under
master insurance policies issued by municipal bond insurers, which may
be purchased by the Fund. The premiums for the Policies may be paid by
the Fund and the yield on the Fund's portfolio may be reduced thereby.

The Fund may require or obtain municipal bond insurance when purchasing
municipal securities which would not otherwise meet the Fund's quality
standards. The Fund may also require or obtain municipal bond insurance
when purchasing or holding specific municipal securities, when, in the
opinion of the Fund's investment adviser, such insurance would benefit
the Fund (for example, through improvement of portfolio quality or
increased liquidity of certain securities). The Fund's investment
adviser anticipates that between 30% and 70% of the Fund's net assets
will be invested in municipal securities which are insured.

Issuer-Obtained Insurance policies are noncancellable and continue in
force as long as the municipal securities are outstanding and their
respective insurers remain in business. If a municipal security is
covered by Issuer-Obtained Insurance, then such security need not be
insured by the Policies purchased by a Fund.

The Fund may purchase two types of Policies issued by municipal bond
insurers. One type of Policy covers certain municipal securities only
during the period in which they are in the Fund's portfolio. In the
event that a municipal security covered by such a Policy is sold from a
Fund, the insurer of the relevant Policy will be liable for those
payments of interest and principal which are due and owing at the time
of the sale.

The other type of Policy covers municipal securities not only while
they remain in the Fund's portfolio but also until their final maturity
if they are sold out of the Fund's portfolio, so that the coverage may
benefit all subsequent holders of those municipal securities. The Fund
will obtain insurance which covers municipal securities until final
maturity even after they are sold out of the Fund's portfolio only if,
in the judgment of the investment adviser, the Fund would receive net
proceeds from the sale of those securities, after deducting the cost of
such permanent insurance and related fees, significantly in excess of
the proceeds it would receive if such municipal securities were sold
without insurance. Payments received from municipal bond issuers may
not be tax-exempt income to shareholders of the Fund.

The Fund may purchase municipal securities insured by Policies from
MBIA Corp. ("MBIA"), AMBAC Indemnity Corporation ("AMBAC"), Financial
Guaranty Insurance Company ("FGIC"), or any other municipal bond
insurer which is rated AAA by S&P or Aaa by Moody's. Each Policy
guarantees the payment of principal and interest on those municipal
securities it insures. The Policies will have the same general
characteristics and features. A municipal security will be eligible for
coverage if it meets certain requirements set forth in the Policy. In
the event interest or principal on an insured municipal security is not
paid when due, the insurer covering the security will be obligated
under its Policy to make such payment not later than 30 days after it
has been notified by the Fund that such non-payment has occurred. MBIA,
AMBAC, and FGIC will not have the right to withdraw coverage on
securities insured by their Policies so long as such securities remain
in the Fund's portfolio, nor may MBIA, AMBAC, or FGIC cancel their
Policies for any reason except failure to pay premiums when due.

MBIA, AMBAC, and FGIC will reserve the right at any time upon 90 days'
written notice to the Fund to refuse to insure any additional municipal
securities purchased by the Fund after the effective date of such
notice. The Fund reserves the right to terminate any of the Policies if
they determine that the benefits to a Fund of having its portfolio
insured under such Policy are not justified by the expense involved.

Additionally, the Fund reserves the right to enter into contracts with
insurance carriers other than MBIA, AMBAC, or FGIC if such carriers are rated
AAA by S&P or Aaa by Moody's.

When-Issued and Delayed Delivery Transactions

These transactions are made to secure what is considered to be an advantageous
price or yield for the Fund. No fees or expenses, other than normal transaction
costs, are incurred. However, liquid assets of the Fund sufficient to make
payment for the securities to be purchased are segregated on the Fund's records
at the trade date. These assets are marked to market daily and are maintained
until the transaction has been settled.
Repurchase Agreements

Repurchase agreements are arrangements in which banks, broker/dealers, and other
recognized financial institutions sell U.S. government securities or
certificates of deposit to the Fund and agree at the time of sale to repurchase
them at a mutually agreed upon time and price within one year from the date of
acquisition. The Fund requires its custodian to take possession of the
securities subject to repurchase agreements and these securities will be marked
to market daily. To the extent that the original seller does not repurchase the
securities from the Fund, the Fund could receive less than the repurchase price
on any sale of such securities. In the event that such a defaulting seller filed
for bankruptcy or became insolvent, disposition of such securities by the Fund
might be delayed pending court action. The Fund believes that under the regular
procedures normally in effect for custody of the Fund's portfolio securities
subject to repurchase agreements, a court of competent jurisdiction would rule
in favor of the Fund and allow retention or disposition of such securities. The
Fund may only enter into repurchase agreements with banks and other recognized
financial institutions such as broker/dealers which are found by the Adviser to
be creditworthy pursuant to guidelines established by the Trustees.
Reverse Repurchase Agreements

The Fund may enter into reverse repurchase agreements. These transactions are
similar to borrowing cash. In a reverse repurchase agreement, the Fund transfers
possession of a portfolio instrument to another person, such as a financial
institution, broker, or dealer, in return for a percentage of the instrument's
market value in cash, and agrees that on a stipulated date in the future the
Fund will repurchase the portfolio instrument by remitting the original
consideration plus interest at an agreed upon rate. The use of reverse
repurchase agreements may enable the Fund to avoid selling portfolio instruments
at a time when a sale may be deemed to be disadvantageous, but the ability to
enter into reverse repurchase agreements does not ensure that the Fund will be
able to avoid selling portfolio instruments at a disadvantageous time. When
effecting reverse repurchase agreements, liquid assets of the Fund in a dollar
amount sufficient to make payment for the obligations to be purchased are
segregated at the trade date. These securities are marked to market daily and
are maintained until the transaction is settled.
Futures and Options Transactions

The Fund may attempt to hedge all or a portion of its portfolio by buying and
selling financial futures contracts and options on financial futures contracts.
Additionally, the Fund may buy and sell call and put options on portfolio
securities.
Financial Futures Contracts

A futures contract is a firm commitment by two parties, the seller who
agrees to make delivery of the specific type of security called for in
the contract ("going short") and the buyer who agrees to take delivery
of the security ("going long") at a certain time in the future.
Financial futures contracts call for the delivery of particular debt
securities issued or guaranteed by the U.S. Treasury or by specified
agencies or instrumentalities of the U.S. government.

In the fixed income securities market, price moves inversely to
interest rates. A rise in rates means a drop in price. Conversely, a
drop in rates means a rise in price. In order to hedge its holdings of
fixed income securities against a rise in market interest rates, the
Fund could enter into contracts to deliver securities at a
predetermined price (i.e., "go short") to protect itself against the
possibility that the prices of its fixed income securities may decline
during the Fund's anticipated holding period. The Fund would "go long"
(agree to purchase securities in the future at a predetermined price)
to hedge against a decline in market interest rates.

Purchasing Put Options on Financial Futures Contracts

The Fund may purchase listed put options on financial futures contracts
for U.S. government securities. Unlike entering directly into a futures
contract, which requires the purchaser to buy a financial instrument on
a set date at a specified price, the purchase of a put option on a
futures contract entitles (but does not obligate) its purchaser to
decide on or before a future date whether to assume a short position at
the specified price.

The Fund may purchase put options on futures to protect portfolio
securities against decreases in value resulting from an anticipated
increase in market interest rates. Generally, if the hedged portfolio
securities decrease in value during the term of an option, the related
futures contracts will also decrease in value and the option will
increase in value. In such an event, the Fund will normally close out
its option by selling an identical option. If the hedge is successful,
the proceeds received by the Fund upon the sale of the second option
will be large enough to offset both the premium paid by the Fund for
the original option plus the realized decrease in value of the hedged
securities.

Alternatively, the Fund may exercise its put option. To do so, it would
simultaneously enter into a futures contract of the type underlying the
option (for a price less than the strike price of the option) and
exercise the option. The Fund would then deliver the futures contract
in return for payment of the strike price. If the Fund neither closes
out nor exercises an option, the option will expire on the date
provided in the option contract, and the premium paid for the contract
will be lost.

Writing Call Options on Financial Futures Contracts

In addition to purchasing put options on futures, the Fund may write
listed call options on futures contracts for U.S. government securities
to hedge its portfolio against an increase in market interest rates.
When the Fund writes a call option on a futures contract, it is
undertaking the obligation of assuming a short futures position
(selling a futures contract) at the fixed strike price at any time
during the life of the option if the option is exercised. As market
interest rates rise, causing the prices of futures to go down, the
Fund's obligation under a call option on a future (to sell a futures
contract) costs less to fulfill, causing the value of the Fund's call
option position to increase.

In other words, as the underlying futures price goes down below the
strike price, the buyer of the option has no reason to exercise the
call, so that the Fund keeps the premium received for the option. This
premium can offset the drop in value of the Fund's fixed income
portfolio which is occurring as interest rates rise.

Prior to the expiration of a call written by the Fund, or exercise of
it by the buyer, the Fund may close out the option by buying an
identical option. If the hedge is successful, the cost of the second
option will be less than the premium received by the Fund for the
initial option. The net premium income of the Fund will then offset the
decrease in value of the hedged securities.

Writing Put Options on Financial Futures Contracts

The Fund may write listed put options on financial futures contracts
for U.S. government securities to hedge its portfolio against a
decrease in market interest rates. When the Fund writes a put option on
a futures contract, it receives a premium for undertaking the
obligation to assume a long futures position (buying a futures
contract) at a fixed price at any time during the life of the option.
As market interest rates decrease, the market price of the underlying
futures contract normally increases.

As the market value of the underlying futures contract increases, the
buyer of the put option has less reason to exercise the put because the
buyer can sell the same futures contract at a higher price in the
market. The premium received by the Fund can then be used to offset the
higher prices of portfolio securities to be purchased in the future due
to the decrease in market interest rates.

Prior to the expiration of the put option, or its exercise by the
buyer, the Fund may close out the option by buying an identical option.
If the hedge is successful, the cost of buying the second option will
be less than the premium received by the Fund for the initial option.

Purchasing Call Options on Financial Futures Contracts

An additional way in which the Fund may hedge against decreases in
market interest rates is to buy a listed call option on a financial
futures contract for U.S. government securities. When the Fund
purchases a call option on a futures contract, it is purchasing the
right (not the obligation) to assume a long futures position (buy a
futures contract) at a fixed price at any time during the life of the
option. As market interest rates fall, the value of the underlying
futures contract will normally increase, resulting in an increase in
value of the Fund's option position. When the market price of the
underlying futures contract increases above the strike price plus
premium paid, the Fund could exercise its option and buy the futures
contract below market price.

Prior to the exercise or expiration of the call option the Fund could
sell an identical call option and close out its position. If the
premium received upon selling the offsetting call is greater than the
premium originally paid, the Fund has completed a successful hedge.

Limitation on Open Futures Positions

The Fund will not maintain open positions in futures contracts it has
sold or call options it has written on futures contracts if, in the
aggregate, the value of the open positions (marked to market) exceeds
the current market value of its securities portfolio plus or minus the
unrealized gain or loss on those open positions, adjusted for the
correlation of volatility between the hedged securities and the futures
contracts. If this limitation is exceeded at any time, the Fund will
take prompt action to close out a sufficient number of open contracts
to bring its open futures and options positions within this limitation.

"Margin" in Futures Transactions

Unlike the purchase or sale of a security, the Fund does not pay or
receive money upon the purchase or sale of a futures contract. Rather,
the Fund is required to deposit an amount of "initial margin" in cash
or U.S. Treasury bills with its custodian (or the broker, if legally
permitted). The nature of initial margin in futures transactions is
different from that of margin in securities transactions in that
futures contract initial margin does not involve the borrowing of funds
by the Fund to finance the transactions. Initial margin is in the
nature of a performance bond or good faith deposit on the contract
which is returned to the Fund upon termination of the futures contract,
assuming all contractual obligations have been satisfied.

A futures contract held by the Fund is valued daily at the official
settlement price of the exchange on which it is traded. Each day the
Fund pays or receives cash, called "variation margin," equal to the
daily change in value of the futures contract. This process is known as
"marking to market." Variation margin does not represent a borrowing or
loan by the Fund but is instead settlement between the Fund and the
broker of the amount one would owe the other if the futures contract
expired. In computing its daily net asset value, the Fund will
mark-to-market its open futures positions.

The Fund is also required to deposit and maintain margin when it writes
call options on futures contracts.

Purchasing Put and Call Options on Portfolio Securities

The Fund may purchase put and call options on portfolio securities to
protect against price movements in particular securities. A put option
gives the Fund, in return for a premium, the right to sell the
underlying security to the writer (seller) at a specified price during
the term of the option. A call option gives the Fund, in return for a
premium, the right to buy the underlying security from the seller.

Writing Covered Put and Call Options on Portfolio Securities

The Fund may write covered put and call options to generate income. As
writer of a call option, the Fund has the obligation upon exercise of
the option during the option period to deliver the underlying security
upon payment of the exercise price. As a writer of a put option, the
Fund has the obligation to purchase a security from the purchaser of
the option upon the exercise of the option.

The Fund may write covered call options either on securities held in
its portfolio or on securities which it has the right to obtain without
payment of further consideration (or has segregated cash in the amount
of any additional consideration). In the case of put options, the Fund
will segregate cash or U.S. Treasury obligations with a value equal to
or greater than the exercise price of the underlying securities.

Over-the-Counter Options

The Fund may purchase and write over-the-counter options on portfolio
securities in negotiated transactions with the buyers or writers of the
options for those options on portfolio securities held by the Fund and
not traded on an exchange.

Lending of Portfolio Securities

The collateral received when the Fund lends portfolio securities must be valued
daily and, should the market value of the loaned securities increase, the
borrower must furnish additional collateral to the Fund. During the time
portfolio securities are on loan, the borrower pays the Fund any dividends or
interest paid on such securities. Loans are subject to termination at the option
of the Fund or the borrower. The Fund may pay reasonable administrative and
custodial fees in connection with a loan and may pay a negotiated portion of the
interest earned on the cash or equivalent collateral to the borrower or placing
broker. The Fund does not have the right to vote securities on loan, but would
terminate the loan and regain the right to vote if that were considered
important with respect to the investment.
Restricted and Illiquid Securities

The Fund may invest in restricted securities. Restricted securities are any
securities in which the Fund may otherwise invest pursuant to its investment
objective and policies but which are subject to restriction on resale under
federal securities laws. The Fund will not invest more than 15% of the value of
its total assets in restricted securities; however, certain restricted
securities which the Trustees deem to be liquid will be excluded from this 15%
limitation. The ability of the Trustees to determine the liquidity of certain
restricted securities is permitted under a Securities and Exchange Commission
("SEC") Staff position set forth in the adopting release for Rule 144A under the
Securities Act of 1933 (the "Rule"). The Rule is a non-exclusive, safe-harbor
for certain secondary market transactions involving securities subject to
restrictions on resale under federal securities laws. The Rule provides an
exemption from registration for resales of otherwise restricted securities to
qualified institutional buyers. The Rule was expected to further enhance the
liquidity of the secondary market for securities eligible for resale under Rule
144A. The Fund believes that the Staff of the SEC has left the question of
determining the liquidity of all restricted securities (eligible for resale
under Rule 144A) for determination by the Trustees. The Trustees consider the
following criteria in determining the liquidity of certain restricted
securities:
o the frequency of trades and quotes for the security;

o the number of dealers willing to purchase or sell the security
and the number of other potential buyers;

o dealer undertakings to make a market in the security; and

o the nature of the security and the nature of the marketplace
trades.

West Virginia Investment Risks
The economy of West Virginia has large dependence on the coal mining, chemical,
and steel industries. Per capita personal income is among the lowest in the
nation. The birth rate is also among the lowest while the death rate is among
the highest resulting in a low rate of population growth. The recent performance
of the West Virginia economy has improved. Personal income growth has been above
4% for the past nine consecutive quarters. Total employment in West Virginia
rose 3.4% in 1994, 1.9% in 1995, and an estimated 1.7% in 1996. The unemployment
rate was 7.9% in 1995 and is expected to decline to 7.4% for 1996. The national
unemployment rate for 1996 is expected to be 5.4%. Recent job growth is
occurring in the service, trade, and manufacturing industries. The State posted
a surplus for the fiscal year ended June 30, 1995. On January 23, 1996, the
State Legislature passed legislation which reduced the personal income tax for
certain taxpayers having federal adjusted gross income of ten thousand dollars
or less and reduced the business franchise tax rate from seventy-five one
hundredths of one percent to seventy one hundredths of one percent of the value
of the tax base. The Governor signed the bill on January 26, 1996. West
Virginia's economy should be enhanced by the West Virginia Highway System
Improvements Initiative which is anticipated to involve the expenditure of
approximately $4.62 billion of federal and State funds over the next several
years to construct new roadways in the State. However, one highway project,
known as "Corridor H," has received considerable opposition in its final
approval process. Federally funded construction of several federal
administrative facilities in the State is also expected to enhance the State's
economy. In March of 1994, the West Virginia Supreme Court of Appeals issued its
opinion in Booth v. Sims, 193 W.Va. 323, 456 S.E. 2d 167 (1994), which will
likely affect various State pension plans. In this case, the Court ruled that
the State Legislature could not reduce the state troopers' retirement annual
cost of living adjustment. The Legislature had approved such reductions in 1994
due to concerns regarding the actuarial soundness of the troopers' pension plan.
The Court found the Legislature's reduction of benefits unconstitutional as
applied to troopers which have participated in the plan long enough to have
detrimentally relied on expected pension profits. State lawmakers speculate that
the Court's ruling may affect the State's budget by restricting the
Legislature's ability to amend State pension plans which are inadequately
funded. In 1995, the State Legislature substantially reformed the State's
workers' compensation program. The reform, aimed primarily at enforcing
employers' premium obligations and strengthening requirements for permanent
total disability awards, is intended to decrease the program's unfunded
liability and make the State's business climate more attractive.
Investment Limitations
Selling Short and Buying on Margin

The Fund will not sell any securities short or purchase any securities
on margin but may obtain such short-term credits as may be necessary
for clearance of purchases and sales of securities. The deposit or
payment by the Fund of initial or variation margin in connection with
futures contracts or related options transactions is not considered the
purchase of a security on margin.

Issuing Senior Securities and Borrowing Money

The Fund will not issue senior securities, except that the Fund may
borrow money in amounts up to one-third of the value of its total assets,
including the amounts borrowed.

The Fund will not borrow money or engage in reverse repurchase
agreements for investment leverage, but rather as a temporary,
extraordinary, or emergency measure or to facilitate management of the
portfolio by enabling the Fund to meet redemption requests when the
liquidation of portfolio securities is deemed to be inconvenient or
disadvantageous. The Fund will not purchase any securities while
borrowings in excess of 5% of its total assets are outstanding. During
the period any reverse repurchase agreements are outstanding, but only
to the extent necessary to assure completion of the reverse repurchase
agreements, the Fund will restrict the purchase of portfolio
instruments to money market instruments maturing on or before the
expiration date of the reverse repurchase agreements.

Underwriting

The Fund will not underwrite any issue of securities, except as it may
be deemed to be an underwriter under the Securities Act of 1933 in
connection with the sale of securities in accordance with its
investment objective, policies, and limitations.

Investing in Real Estate

The Fund will not buy or sell real estate, although it may invest in
municipal bonds secured by real estate or interests in real estate.

Investing in Commodities

The Fund will not purchase or sell commodities. However, the Fund may
purchase put and call options on portfolio securities and on financial
futures contracts. In addition, the Fund reserves the right to hedge
the portfolio by entering into financial futures contracts and to sell
puts and calls on financial futures contracts.

Lending Cash or Securities

The Fund will not lend any of its assets except portfolio securities up
to one-third of the value of its total assets. The Fund may, however,
acquire publicly or non-publicly issued municipal bonds or temporary
investments or enter into repurchase agreements in accordance with its
investment objective, policies, and limitations or the Declaration of
Trust.

Concentration of Investments

The Fund will not purchase securities if, as a result of such purchase,
25% or more of the value of its total assets would be invested in any
one industry, or in industrial development bonds or other securities,
the interest upon which is paid from revenues of similar types of
projects. However, the Fund may invest as temporary investments more
than 25% of the value of its assets in cash or cash items, securities
issued or guaranteed by the U.S. government, its agencies, or
instrumentalities, or instruments secured by these money market
instruments, such as repurchase agreements.

The above investment limitations cannot be changed without shareholder approval.
The following limitations, however, may be changed by the Trustees without
shareholder approval. Shareholders will be notified before any material change
in these limitations becomes effective.
Pledging Assets

The Fund will not mortgage, pledge, or hypothecate its assets except to
secure permitted borrowings. For purposes of this limitation, the
following are not deemed to be pledges: margin deposits for the
purchase and sale of financial futures contracts and related options
and segregation or collateral arrangements made in connection with
options activities or the purchase of securities on a when-issued
basis.

Investing in Illiquid Securities

The Fund will not invest more than 15% of its net assets in illiquid
obligations, including repurchase agreements providing for settlement
in more than seven days after notice, over-the-counter options and
certain restricted securities and municipal leases not determined by
the Trustees to be liquid.

Investing in Securities of Other Investment Companies

The Fund will limit its investment in other investment companies to no
more than 3% of the total outstanding voting stock of any investment
company, invest no more than 5% of its total assets in any one
investment company, and invest no more than 10% of its total assets in
investment companies in general, unless permitted to exceed these
limitations by an exemptive order of the Securities and Exchange
Commission. The Fund will purchase securities of investment companies
only in open-market transactions involving only customary broker's
commissions. However, these limitations are not applicable if the
securities are acquired in a merger, consolidation, or acquisition of
assets.

Except with respect to borrowing money, if a percentage limitation is adhered to
at the time of investment, a later increase or decrease in percentage resulting
from any change in value or net assets will not result in a violation of such
restriction. The Fund does not expect to borrow money or pledge securities in
excess of 5% of the value of its total assets in the coming fiscal year. For
purposes of its policies and limitations, the Fund considers certificates of
deposit and demand and time deposits issued by a U.S. branch of a domestic bank
or savings association having capital, surplus, and undivided profits in excess
of $100,000,000 at the time of investment to be "cash items."
WesMark Funds Management
Officers and Trustees are listed with their addresses, birthdates, present
positions with WesMark Funds, and principal occupations.

John F. Donahue@*
Federated Investors Tower
Pittsburgh, PA
Birthdate: July 28, 1924
Chairman and Trustee

Chairman and Trustee, Federated Investors, Federated Advisers, Federated
Management, and Federated Research; Chairman and Director, Federated Research
Corp. and Federated Global Research Corp.; Chairman, Passport Research, Ltd.;
Chief Executive Officer and Director or Trustee of the Funds. Mr. Donahue is the
father of J. Christopher Donahue, Executive Vice President of the Trust.

Thomas G. Bigley
28th Floor, One Oxford Centre
Pittsburgh, PA
Birthdate: February 3, 1934
Trustee
Chairman of the Board, Children's Hospital of Pittsburgh; formerly, Senior
Partner, Ernst & Young LLP; Director, MED 3000 Group, Inc.; Trustee, University
of Pittsburgh; Director or Trustee of the Funds.

John T. Conroy, Jr.
Wood/IPC Commercial Department
John R. Wood and Associates, Inc., Realtors
3255 Tamiami Trail North
Naples, FL
Birthdate: June 23, 1937
Trustee

President, Investment Properties Corporation; Senior Vice-President, John R.
Wood and Associates, Inc., Realtors; Partner or Trustee in private real estate
ventures in Southwest Florida; President, Naples Property Management, Inc. and
Northgate Village Development Corporation; Director or Trustee of the Funds.

William J. Copeland
One PNC Plaza - 23rd Floor
Pittsburgh, PA
Birthdate: July 4, 1918
Trustee
Director and Member of the Executive Committee, Michael Baker, Inc.; formerly,
Vice Chairman and Director, PNC Bank, N.A., and PNC Bank Corp.; Director, Ryan
Homes, Inc.; Director or Trustee of the Funds.

James E. Dowd
571 Hayward Mill Road
Concord, MA
Birthdate: May 18, 1922
Trustee

Attorney-at-law; Director, The Emerging Germany Fund, Inc.; Director or Trustee
of the Funds.

Lawrence D. Ellis, M.D.*
3471 Fifth Avenue, Suite 1111
Pittsburgh, PA
Birthdate: October 11, 1932
Trustee
Professor of Medicine, University of Pittsburgh; Medical Director, University of
Pittsburgh Medical Center - Downtown; Member, Board of Directors, University of
Pittsburgh Medical Center; formerly, Hematologist, Oncologist, and Internist,
Presbyterian and Montefiore Hospitals; Director or Trustee of the Funds.

<PAGE>

Edward L. Flaherty, Jr.@
Miller, Ament, Henny & Kochuba
205 Ross Street
Pittsburgh, PA
Birthdate: June 18, 1924
Trustee
Attorney of Counsel, Miller, Ament, Henny & Kochuba; Director, Eat'N Park
Restaurants, Inc.; formerly, Counsel, Horizon Financial, F.A., Western Region;
Director or Trustee of the Funds.

Edward C. Gonzales *
Federated Investors Tower
Pittsburgh, PA
Birthdate: October 22, 1930
President, Treasurer, and Trustee
Vice Chairman, Treasurer, and Trustee, Federated Investors; Vice President,
Federated Advisers, Federated Management, Federated Research, Federated Research
Corp., Federated Global Research Corp. and Passport Research, Ltd.; Executive
Vice President and Director, Federated Securities Corp.; Trustee, Federated
Shareholder Services Company; Trustee or Director of some of the Funds;
President, Executive Vice President and Treasurer of some of the Funds.

Peter E. Madden
One Royal Palm Way
100 Royal Palm Way
Palm Beach, FL
Birthdate: March 16, 1942
Trustee
Consultant; Former State Representative, Commonwealth of Massachusetts;
formerly, President, State Street Bank and Trust Company and State Street Boston
Corporation; Director or Trustee of the Funds.

Gregor F. Meyer
Miller, Ament, Henny & Kochuba
205 Ross Street
Pittsburgh, PA
Birthdate: October 6, 1926
Trustee
Attorney, Member of Miller, Ament, Henny & Kochuba; Chairman, Meritcare, Inc.;
Director, Eat'N Park Restaurants, Inc.; Director or Trustee of the Funds.

John E. Murray, Jr., J.D., S.J.D.
President, Duquesne University
Pittsburgh, PA
Birthdate: December 20, 1932
Trustee
President, Law Professor, Duquesne University; Consulting Partner, Mollica,
Murray and Hogue; Director or Trustee of the Funds.

<PAGE>

Wesley W. Posvar
1202 Cathedral of Learning
University of Pittsburgh
Pittsburgh, PA
Birthdate: September 14, 1925
Trustee
Professor, International Politics; Management Consultant; Trustee, Carnegie
Endowment for International Peace, RAND Corporation, Online Computer Library
Center, Inc., National Defense University, U.S. Space Foundation and Czech
Management Center; President Emeritus, University of Pittsburgh; Founding
Chairman, National Advisory Council for Environmental Policy and Technology,
Federal Emergency Management Advisory Board and Czech Management Center;
Director or Trustee of the Funds.

Marjorie P. Smuts
4905 Bayard Street
Pittsburgh, PA
Birthdate: June 21, 1935
Trustee
Public relations/Marketing consultant; Conference Planning, Manchester
Craftsmen's Guild; Restaurant Consultant, Frick Art & History Center; Conference
Coordinator, University of Pittsburgh Art History Department; Director or
Trustee of the Funds.

J. Christopher Donahue
Federated Investors Tower
Pittsburgh, PA
Birthdate: April 11, 1949
Executive Vice President

President and Trustee, Federated Investors, Federated Advisers, Federated
Management, and Federated Research; President and Director, Federated Research
Corp. and Federated Global Research Corp.; President, Passport Research, Ltd.;
Trustee, Federated Shareholder Services Company and Federated Shareholder
Services; Director, Federated Services Company; President or Executive Vice
President of the Funds; Director or Trustee of some of the Funds. Mr. Donahue is
the son of John F. Donahue, Chairman and Trustee of the Trust.

John W. McGonigle
Federated Investors Tower
Pittsburgh, PA
Birthdate: October 26, 1938
Executive Vice President and Secretary
Executive Vice President, Secretary, and Trustee, Federated Investors; Trustee,
Federated Advisers, Federated Management, and Federated Research; Director,
Federated Research Corp. and Federated Global Research Corp.; Trustee, Federated
Shareholder Services Company; Director, Federated Services Company; President
and Trustee, Federated Shareholder Services; Director, Federated Securities
Corp.; Executive Vice President and Secretary of the Funds.

<PAGE>

Richard B. Fisher
Federated Investors Tower
Pittsburgh, PA
Birthdate: May 17, 1923
Vice President
Executive Vice President and Trustee, Federated Investors; Chairman and
Director, Federated Securities Corp.; President or Vice President of some of the
Funds; Director or Trustee of some of the Funds.

C. Christine Thomson
Federated Investors Tower
Pittsburgh, PA
Birthdate: September 1, 1957

Vice President and Assistant Treasurer

Vice President and Assistant Treasurer of some of the Funds.

* This Trustee is deemed to be an "interested person" as defined in the
Investment Company Act of 1940. @ Member of the Executive Committee. The
Executive Committee of the Board of Trustees handles the responsibilities of the
Board between meetings of the Board. As used in the table above, "The Funds" and
"Funds" mean the following investment companies: 111 Corcoran Funds; Annuity
Management Series; Arrow Funds; Automated Government Money Trust; Blanchard
Funds; Blanchard Precious Metals Fund, Inc.; Cash Trust Series II; Cash Trust
Series, Inc. ; DG Investor Series; Edward D. Jones & Co. Daily Passport Cash
Trust; Federated Adjustable Rate U.S. Government Fund, Inc.; Federated American
Leaders Fund, Inc.; Federated ARMs Fund; Federated Equity Funds; Federated
Equity Income Fund, Inc.; Federated Fund for U.S. Government Securities, Inc.;
Federated GNMA Trust; Federated Government Income Securities, Inc.; Federated
Government Trust; Federated High Income Bond Fund, Inc.; Federated High Yield
Trust; Federated Income Securities Trust; Federated Income Trust; Federated
Index Trust; Federated Institutional Trust; Federated Insurance Series;
Federated Investment Portfolios; Federated Investment Trust; Federated Master
Trust; Federated Municipal Opportunities Fund, Inc.; Federated Municipal
Securities Fund, Inc.; Federated Municipal Trust; Federated Short-Term Municipal
Trust; Federated Short-Term U.S. Government Trust; Federated Stock and Bond
Fund, Inc.; Federated Stock Trust; Federated Tax-Free Trust; Federated Total
Return Series, Inc.; Federated U.S. Government Bond Fund; Federated U.S.
Government Securities Fund: 1-3 Years; Federated U.S. Government Securities
Fund: 2-5 Years; Federated U.S. Government Securities Fund: 5-10 Years;
Federated Utility Fund, Inc.; First Priority Funds; Fixed Income Securities,
Inc.; High Yield Cash Trust; Intermediate Municipal Trust; International Series,
Inc.; Investment Series Funds, Inc.; Investment Series Trust; Liberty Term
Trust, Inc. - 1999; Liberty U.S. Government Money Market Trust; Liquid Cash
Trust; Managed Series Trust; Money Market Management, Inc.; Money Market
Obligations Trust; Money Market Trust; Municipal Securities Income Trust;
Newpoint Funds; Peachtree Funds; RIMCO Monument Funds; Targeted Duration Trust;
Tax-Free Instruments Trust; The Planters Funds; The Starburst Funds; The
Starburst Funds II; The Virtus Funds; Trust for Financial Institutions; Trust
for Government Cash Reserves; Trust for Short-Term U.S. Government Securities;
Trust for U.S. Treasury Obligations; and World Investment Series, Inc.
Fund Ownership

Officers and Trustees own less than 1% of the Fund's outstanding shares.

<PAGE>

Trustees Compensation

AGGREGATE
NAME , COMPENSATION
POSITION WITH FROM
TRUST TRUST*

John F. Donahue $ 0
Chairman and Trustee

Thomas G. Bigley $ 0
Trustee

John T. Conroy, Jr. $ 0
Trustee

William J. Copeland $ 0
Trustee

James E. Dowd $ 0
Trustee

Lawrence D. Ellis, M.D. $ 0
Trustee

Edward L. Flaherty, Jr. $ 0
Trustee

Edward C. Gonzales $ 0
President, Treasurer, and
Trustee

Peter E. Madden $ 0
Trustee

Gregor F. Meyer $ 0
Trustee

John E. Murray, Jr. $ 0
Trustee

Wesley W. Posvar $ 0
Trustee

Marjorie P. Smuts $ 0
Trustee

*The aggregate compensation is provided for the Trust which is comprised of two
portfolios. Information is furnished for the fiscal year ending January 31,
1998.

<PAGE>

Trustee Liability

The Trust's Declaration of Trust provides that the Trustees are not liable for
errors of judgment or mistakes of fact or law. However, they are not protected
against any liability to which they would otherwise be subject by reason of
willful misfeasance, bad faith, gross negligence, or reckless disregard of the
duties involved in the conduct of their office.
Investment Advisory Services
Adviser to the Fund

The Fund's investment adviser is WesBanco Bank Wheeling. It is a wholly-owned
subsidiary of WesBanco, Inc. The Adviser shall not be liable to the Fund or any
shareholder for any losses that may be sustained in the purchase, holding,
lending, or sale of any security or for anything done or omitted by it, except
acts or omissions involving willful misfeasance, bad faith, gross negligence, or
reckless disregard of the duties imposed upon it by its contract with the Fund.
Because of internal controls maintained by the Adviser to restrict the flow of
non-public information, Fund investments are typically made without any
knowledge of the Adviser's or its affiliates' relationships with an issuer.
Other Services
Fund Administration

Federated Services Company, a subsidiary of Federated Investors, provides
administrative personnel and services to the Fund for a fee as described in the
prospectus.
Custodian

WesBanco Bank Wheeling is custodian for the securities and cash of the Fund.
Under the custodian agreement, WesBanco holds the Fund's portfolio securities
and keeps all necessary records and documents relating to its duties. WesBanco's
fees for custody services are based upon the market value of Fund securities
held in custody plus certain securities transaction charges.
Transfer Agent, Dividend Disbursing Agent, and Portfolio Accounting
Services

Federated Services Company, through its registered transfer agent, Federated
Shareholder Services Company, is transfer agent for shares of the Fund and
dividend disbursing agent for the Fund. Federated Services Company also provides
certain accounting and recordkeeping services with respect to the Fund's
portfolio investments.
Independent Auditors

The independent auditors for the Fund are Deloitte & Touche LLP, Pittsburgh,
Pennsylvania.
Brokerage Transactions
When selecting brokers and dealers to handle the purchase and sale of portfolio
instruments, the Adviser looks for prompt execution of the order at a favorable
price. In working with dealers, the Adviser will generally use those who are
recognized dealers in specific portfolio instruments, except when a better price
and execution of the order can be obtained elsewhere. The Adviser makes
decisions on portfolio transactions and selects brokers and dealers subject to
guidelines established by the Trustees. The Adviser may select brokers and
dealers who offer brokerage and research services. These services may be
furnished directly to the Fund or to the Adviser and may include: advice as to
the advisability of investing in securities; security analysis and reports;
economic studies; industry studies; receipt of quotations for portfolio
evaluations; and similar services. Research services provided by brokers and
dealers may be used by the Adviser or its affiliates in advising the Fund and
other accounts. To the extent that receipt of these services may supplant
services for which the Adviser or its affiliates might otherwise have paid, it
would tend to reduce their expenses. The Adviser and its affiliates exercise
reasonable business judgment in selecting brokers who offer brokerage and
research services to execute securities transactions. They determine in good
faith that commissions charged by such persons are reasonable in relationship to
the value of the brokerage and research services provided. Although investment
decisions for the Fund are made independently from those of the other accounts
managed by the Adviser, investments of the type the Fund may make may also be
made by those other accounts. When the Fund and one or more other accounts
managed by the Adviser are prepared to invest in, or desire to dispose of, the
same security, available investments or opportunities for sales will be
allocated in a manner believed by the Adviser to be equitable to each. In some
cases, this procedure may adversely affect the price paid or received by the
Fund or the size of the position obtained or disposed of by the Fund. In other
cases, however, it is believed that coordination and the ability to participate
in volume transactions will be to the benefit of the Fund.
Purchasing Shares
Except under certain circumstances described in the prospectus, shares are sold
at their net asset value on days the New York Stock Exchange is open for
business. The procedure for purchasing shares of the Fund is explained in the
prospectus under "Investing in the Fund."
Distribution and Shareholder Services Plans

With respect to the Fund, the Trust has adopted a Plan pursuant to Rule 12b-1 of
the Investment Company Act of 1940 and a Shareholder Services Plan. These
arrangements permit the payment of fees to the Distributor, and to stimulate
distribution activities and to cause services to be provided to shareholders by
a representative who has knowledge of the shareholder's particular circumstances
and goals. These activities and services may include, but are not limited to,
marketing efforts; providing office space, equipment, telephone facilities, and
various clerical, supervisory, computer, and other personnel as necessary or
beneficial to establish and maintain shareholder accounts and records;
processing purchase and redemption transactions and automatic investments of
client account cash balances; answering routine client inquiries; and assisting
clients in changing dividend options, account designations, and addresses. By
adopting the Distribution Plan, the Trustees expect that the Fund will be able
to achieve a more predictable flow of cash for investment purposes and to meet
redemptions. This will facilitate more efficient portfolio management and assist
the Fund in pursuing its investment objective. By identifying potential
investors whose needs are served by the Fund's objective, and properly servicing
these accounts, it may be possible to curb sharp fluctuations in rates of
redemptions and sales. Other benefits, which may be realized under either
arrangement, may include: (1) providing personal services to shareholders; (2)
investing shareholder assets with a minimum of delay and administrative detail;
and (3) enhancing shareholder recordkeeping systems; and (4) responding promptly
to shareholders' requests and inquiries concerning their accounts.
Administrative Arrangements

The administrative services include, but are not limited to, providing office
space, equipment, telephone facilities, and various personnel, including
clerical, supervisory, and computer, as is necessary or beneficial to establish
and maintain shareholders' accounts and records, process purchase and redemption
transactions, process automatic investments of client account cash balances,
answer routine client inquiries regarding the Fund, assist clients in changing
dividend options, account designations, and addresses, and providing such other
services as the Fund may reasonably request.
Conversion to Federal Funds

It is the Fund's policy to be as fully invested as possible so that maximum
interest may be earned. To this end, all payments from shareholders must be in
federal funds or be converted into federal funds before shareholders begin to
earn dividends. Federated Shareholder Services Company acts as the shareholder's
agent in depositing checks and converting them to federal funds.
Determining Net Asset Value
Net asset value generally changes each day. The days on which net asset value is
calculated by the Fund are described in the prospectus.
Valuing Municipal Bonds

The Trustees use an independent pricing service to value municipal bonds and
other portfolio securities. The independent pricing service takes into
consideration yield, stability, risk, quality, coupon rate, maturity, type of
issue, trading characteristics, special circumstances of a security or trading
market, and any other factors or market data it considers relevant in
determining valuations for normal institutional size trading units of debt
securities, and does not rely exclusively on quoted prices. In addition, the
Fund values short-term obligations according to the mean between the bid and
asked prices as furnished by an independent pricing service, or for short-term
obligations with remaining maturities of 60 days or less at the time of
purchase, at amortized cost.
Valuing Futures and Options

The Fund will value futures contracts, options and put options on financial
futures at their market values established by the exchanges at the close of
options trading on such exchanges, unless the Trustees determine in good faith
that another method of valuing option positions is necessary. Over-the-counter
put options will be valued at the mean between the bid and the asked prices.
Covered call options will be valued at the last sale price on the national
exchange on which such option is traded. Unlisted call options will be valued at
the latest bid price as provided by brokers.
Redeeming Shares
The Fund redeems shares at the next computed net asset value after the Fund
receives the redemption request. Redemption procedures are explained in the
prospectus under "Redeeming Shares." Redemption requests cannot be executed on
days on which the New York Stock Exchange is closed or on federal holidays when
wire transfers are restricted.
Redemption in Kind

Although the Fund intends to redeem shares in cash, it reserves the right under
certain circumstances to pay the redemption price in whole or in part by a
distribution of securities from the Fund's portfolio. To the extent available,
such securities will be readily marketable. The Trust has elected to be governed
by Rule 18f-1 of the Investment Company Act of 1940, under which the Fund is
obligated to redeem shares for any one shareholder in cash only up to the lesser
of $250,000 or 1% of the Fund's net asset value during any 90-day period. Any
redemption beyond this amount will also be in cash unless the Trustees determine
that payments should be in kind. In such a case, the Fund will pay all or a
portion of the remainder of the redemption in portfolio instruments, valued in
the same way as the Fund determines net asset value. The portfolio instruments
will be selected in a manner that the Trustees deem fair and equitable.
Redemption in kind is not as liquid as a cash redemption. If redemption is made
in kind, shareholders receiving their securities and selling them before their
maturity could receive less than the redemption value of their securities and
could incur certain transaction costs.
Massachusetts Partnership Law
Under certain circumstances, shareholders of the Trust may be held personally
liable as partners under Massachusetts law for acts or obligations of the Trust
on behalf of the Fund. To protect shareholders of the Fund, the Trust has filed
legal documents with Massachusetts that expressly disclaim the liability of
shareholders for such acts or obligations of the Trust. These documents require
notice of this disclaimer to be given in each agreement, obligation, or
instrument the Trust or its Trustees enter into or sign on behalf of the Fund.
In the unlikely event a shareholder is held personally liable for the Trust's
obligations on behalf of the Fund, the Trust is required to use its property to
protect or compensate the shareholder. On request, the Trust will defend any
claim made and pay any judgment against a shareholder for any act or obligation
of the Trust on behalf of the Fund. Therefore, financial loss resulting from
liability as a shareholder of the Fund will occur only if the Trust cannot meet
its obligations to indemnify shareholders and pay judgments against them from
the assets of the Fund.
Tax Status
The Fund's Tax Status

The Fund will pay no federal income tax because it expects to meet requirements
of Subchapter M of the Internal Revenue Code applicable to regulated investment
companies and to receive the special tax treatment afforded to such companies.
To qualify for this treatment, the Fund must, among other requirements:
o derive at least 90% of its gross income from dividends,
interest, and gains from the sale of securities;

o derive less than 30% of its gross income from the sale of
securities held less than three months;

o invest in securities within certain statutory limits; and

o distribute to its shareholders at least 90% of its net income
earned during the year.

Shareholders' Tax Status

No portion of any income dividend paid by the Fund is eligible for the dividends
received deductions available to corporations.
Capital Gains

Capital gains or losses may be realized by the Fund on the sale of
portfolio securities and as a result of discounts from par value on securities
held to maturity. Sales would generally be made because of:

o the availability of higher relative yields;

o differentials in market values;

o new investment opportunities;

o changes in creditworthiness of an issuer; or

o an attempt to preserve gains or limit losses.

Distribution of long-term capital gains are taxed as such, whether they
are taken in cash or reinvested, and regardless of the length of time the
shareholder has owned the shares.

Total Return
The average annual total return for the Fund is the average compounded rate of
return for a given period that would equate a $1,000 initial investment to the
ending redeemable value of that investment. The ending redeemable value is
computed by multiplying the number of shares owned at the end of the period by
the net asset value per share at the end of the period. The number of shares
owned at the end of the period is based on the number of shares purchased at the
beginning of the period with $1,000 adjusted over the period by any additional
shares, assuming the monthly reinvestment of all dividends and distributions.
Yield
The yield for the Fund is determined by dividing the net investment income per
share (as defined by the Securities and Exchange Commission) earned by the Fund
over a thirty-day period by the maximum offering price per share on the last day
of the period. This value is then annualized using semi-annual compounding. This
means that the amount of income generated during the thirty-day period is
assumed to be generated each month over a twelve-month period and is reinvested
every six months. The yield does not necessarily reflect income actually earned
by the Fund because of certain adjustments required by the Securities and
Exchange Commission and, therefore, may not correlate to the dividends or other
distributions paid to shareholders. To the extent that financial institutions
and broker/dealers charge fees in connection with services provided in
conjunction with an investment in the Fund, the performance will be reduced for
those shareholders paying those fees.
Tax-Equivalent Yield
The tax-equivalent yield of the Fund is calculated similarly to the yield, but
is adjusted to reflect the taxable yield that the Fund would have had to earn to
equal its actual yield assuming that income is 100% tax-exempt.
Tax-Equivalency Table

The Fund may also use a tax-equivalency table in advertising and sales
literature. The interest earned by the municipal bonds in the Fund's portfolio
generally remains free from federal regular income tax,* and is often free from
state and local taxes as well. As the tables on the next page indicate, a
"tax-free" investment is an attractive choice for investors, particularly in
times of narrow spreads between tax-free and taxable yields.

<PAGE>

TAXABLE YIELD EQUIVALENT FOR 1997
STATE OF WEST VIRGINIA
COMBINED FEDERAL AND STATE INCOME TAX BRACKET:
<TABLE>
<CAPTION>

19.00% 34.00% 37.50% 42.50% 46.10%

SINGLE $1- $24,651- $59,751- $124,651- OVER
RETURN: 24,650 59,750 124,650 271,050 $271,050

Tax-Exempt
Yield Taxable Yield Equivalent

2.50% 3.09% 3.79% 4.00% 4.35% 4.64%
3.00% 3.70% 4.55% 4.80% 5.22% 5.57%
3.50% 4.32% 5.30% 5.60% 6.09% 6.49%
4.00% 4.94% 6.06% 6.40% 6.96% 7.42%
4.50% 5.56% 6.82% 7.20% 7.83% 8.35%
5.00% 6.17% 7.58% 8.00% 8.70% 9.28%
5.50% 6.79% 8.33% 8.80% 9.57% 10.20%
6.00% 7.41% 9.09% 9.60% 10.43% 11.13%
6.50% 8.02% 9.85% 10.40% 11.30% 12.06%
</TABLE>

TAXABLE YIELD EQUIVALENT FOR 1997
STATE OF WEST VIRGINIA
COMBINED FEDERAL AND STATE INCOME TAX BRACKET:

21.00% 34.50% 37.50% 42.50% 46.10%

JOINT $1- $40,201- $99,601- $151,751- OVER
RETURN: 40,200 99,600 151,750 271,050 $271,050

Tax-Exempt
Yield Taxable Yield Equivalent

2.50% 3.16% 3.82% 4.00% 4.35% 4.64%
3.00% 3.80% 4.58% 4.80% 5.22% 5.57%
3.50% 4.43% 5.34% 5.60% 6.09% 6.49%
4.00% 5.06% 6.11% 6.40% 6.96% 7.42%
4.50% 5.70% 6.87% 7.20% 7.83% 8.35%
5.00% 6.33% 7.63% 8.00% 8.70% 9.28%
5.50% 6.96% 8.40% 8.80% 9.57% 10.20%
6.00% 7.59% 9.16% 9.60% 10.43% 11.13%
6.50% 8.23% 9.92% 10.40% 11.30% 12.06%
</TABLE>

Note: The maximum marginal tax rate for each bracket was used in
calculating the taxable yield equivalent. Furthermore, additional state
and local taxes paid on comparable taxable investments were not used to
increase federal deductions.
The charts on the previous page are for illustrative purposes only. They are not
indicators of past or future performance of Fund shares. * Some portion of the
Fund's income may be subject to the federal alternative minimum tax and state
and local income taxes.
Performance Comparisons
The Fund's performance depends upon such variables as:
o portfolio quality;

o average portfolio maturity;

o type of instruments in which the portfolio is invested;

o changes in interest rates and market value of portfolio
securities;

o changes in the Fund's expenses; and

o various other factors.

The Fund's performance fluctuates on a daily basis largely because net earnings
and offering price per share fluctuate daily. Both net earnings and offering
price per share are factors in the computation of yield and total return as
described below. Investors may use financial publications and/or indices to
obtain a more complete view of the Fund's performance. When comparing
performance, investors should consider all relevant factors, such as the
composition of any index used, prevailing market conditions, portfolio
compositions of other funds, and methods used to value portfolio securities and
compute offering price. The financial publications and/or indices which the Fund
uses in advertising may include:
o Lipper Analytical Services, Inc. ranks funds in various fund
categories by making comparative calculations using total
return. Total return assumes the reinvestment of all capital
gains distributions and income dividends and takes into account
any change in net as set value over a specific period of time.
From time to time, the Fund will quote its Lipper ranking in the
"intermediate municipal bond funds" category in advertising and
sales literature.

o Morningstar, Inc., an independent rating service, is the
publisher of the bi-weekly Mutual Fund Values. Mutual Fund Values
rates more than 1,000 NASDAQ-listed mutual funds of all types,
according to their risk-adjusted returns. The maximum rating is
five stars, and ratings are effective for two weeks.

o Lehman Brothers Five-Year State General Obligation Bonds is an
index comprised of all state general obligation debt issues with
maturities between four and six years. These bonds are rated A
or better and represent a variety of coupon ranges. Index
figures are total returns calculated for one, three, and twelve
month periods as well as year-to-date. Total returns are also
calculated as of the index inception, December 31, 1979.

Advertising and other promotional literature may include charts, graphs and
other illustrations using the Fund's returns, or returns in general, that
demonstrate basic investment concepts such as tax-deferred compounding,
dollar-cost averaging and systematic investment. In addition, the Fund can
compare its performance, or performance for the types of securities in which it
invests, to a variety of other investments, such as bank savings accounts,
certificates of deposit, and Treasury bills.
Economic and Market Information

Advertising and sales literature for the Fund may include discussions of
economic, financial and political developments and their effect on the
securities market. Such discussions may take the form of commentary on these
developments by the Fund portfolio managers and their views and analysis on how
such developments could affect the Funds. In addition, advertising and sales
literature may quote statistics and give general information about the mutual
fund industry, including the growth of the industry, from sources such as the
Investment Company Institute ("ICI"). For example, according to the ICI,
twenty-seven percent of American households are pursuing their financial goals
through mutual funds. These investors, as well as businesses and institutions,
have entrusted over $3 trillion to the more than 5,500 funds available.

<PAGE>

Appendix
Standard and Poor's Ratings Group Bond Rating Definitions
AAA--Debt rated AAA has the highest rating assigned by Standard & Poor's Ratings
Group. Capacity to pay interest and repay principal is extremely strong.
AA--Debt rated AA has a very strong capacity to pay interest and repay principal
and differs from the higher rated issues only in small degree. A--Debt rated A
has a strong capacity to pay interest and repay principal although it is
somewhat more susceptible to the adverse effects of changes in circumstances and
economic conditions than debt in higher rated categories. BBB--Debt rated BBB is
regarded as having an adequate capacity to pay interest and repay principal.
Whereas it normally exhibits adequate protection parameters, adverse economic
conditions or changing circumstances are more likely to lead to a weakened
capacity to pay interest and repay principal for debt in this category than in
higher rated categories. NR--Indicates that no public rating has been requested,
that there is insufficient information on which to base a rating, or that
Standard & Poor's Ratings Group does not rate a particular type of obligation as
a matter of policy. PLUS (+) OR MINUS (-):--The ratings from AA to CCC may be
modified by the addition of a plus or minus sign to show relative standing
within the major rating categories. Moody's Investors Service, Inc., Bond Rating
Definitions Aaa--Bonds which are rated Aaa are judged to be of the best quality.
They carry the smallest degree of investment risk and are generally referred to
as "gilt edge." Interest payments are protected by a large or by an
exceptionally stable margin and principal is secure. While the various
protective elements are likely to change, such changes as can be visualized are
most unlikely to impair the fundamentally strong position of such issues.
Aa--Bonds which are rated Aa are judged to be of high quality by all standards.
Together with the Aaa group, they comprise what are generally known as
high-grade bonds. They are rated lower than the best bonds because margins of
protection may not be as large as in Aaa securities or fluctuation of protective
elements may be of greater amplitude or there may be other elements present
which make the long-term risks appear somewhat larger than in Aaa securities.
A--Bonds which are rated A possess many favorable investment attributes and are
to be considered as upper medium-grade obligations. Factors giving security to
principal and interest are considered adequate but elements may be present which
suggest a susceptibility to impairment sometime in the future. Baa--Bonds which
are rated Baa are considered as medium-grade obligations, (i.e., they are
neither highly protected nor poorly secured). Interest payments and principal
security appear adequate for the present but certain protective elements may be
lacking or may be characteristically unreliable over any great length of time.
Such bonds lack outstanding investment characteristics and, in fact, have
speculative characteristics as well. NR--Not rated by Moody's Investors Service,
Inc. Fitch Investors Service, Inc., Long-Term Debt Rating Definitions AAA--Bonds
considered to be investment grade and of the highest credit quality. The obligor
has an exceptionally strong ability to pay interest and repay principal, which
is unlikely to be affected by reasonably foreseeable events. AA--Bonds
considered to be investment grade and of very high credit quality. The obligor's
ability to pay interest and repay principal is very strong, although not quite
as strong as bonds rated AAA. Because bonds rated in the AAA and AA categories
are not significantly vulnerable to foreseeable future developments, short-term
debt of these issuers is generally rated F-1+. A--Bonds considered to be
investment grade and of high credit quality. The obligor's ability to pay
interest and repay principal is considered to be strong, but may be more
vulnerable to adverse changes in economic conditions and circumstances than
bonds with higher ratings. BBB--Bonds considered to be investment grade and of
satisfactory credit quality. The obligor's ability to pay interest and repay
principal is considered to be adequate. Adverse changes in economic conditions
and circumstances, however, are more likely to have adverse impact on these
bonds, and therefore, impair timely payment. The likelihood that the ratings of
these bonds will fall below investment grade is higher than for bonds with
higher ratings. NR--NR indicates that Fitch Investors Service, Inc. does not
rate the specific issue. Standard and Poor's Ratings Group Note Ratings
SP-1--Very strong or strong capacity to pay principal and interest. Those issues
determined to possess overwhelming safety characteristics will be given a plus
sign (+) designation. SP-2--Satisfactory capacity to pay principal and interest.
Moody's Investors Service, Inc. Short-Term Loan Ratings MIG1/VMIG1--This
designation denotes best quality. There is present strong protection by
established cash flows, superior liquidity support or demonstrated broad based
access to the market for refinancing. MIG2/VMIG2--This designation denotes high
quality. Margins of protection are ample although not so large as in the
preceding group. Standard and Poor's Ratings Group Commercial Paper Rating
Definitions A-1--This highest category indicates that the degree of safety
regarding timely payment is strong. Those issues determined to possess extremely
strong safety characteristics are denoted with a plus (+) sign designation.
A-2--Capacity for timely payment on issues with this designation is
satisfactory. However, the relative degree of safety is not as high as for
issues designated A-1. Moody's Investors Service, Inc., Commercial Paper Rating
Definitions P-1--Issuers rated PRIME-1 (or related supporting institutions) have
a superior capacity for repayment of short-term promissory obligations. PRIME-1
repayment capacity will normally be evidenced by the following characteristics:
o Leading market positions in well established industries.

o High rates of return on funds employed.

o Conservative capitalization structures with moderate reliance on
debt and ample asset protection.

o Broad margins in earning coverage of fixed financial charges and
high internal cash generation.

o Well-established access to a range of financial markets and
assured sources of alternate liquidity.

P-2--Issuers rated PRIME-2 (or related supporting institutions) have a strong
capacity for repayment of short-term promissory obligations. This will normally
be evidenced by many of the characteristics cited above, but to a lesser degree.
Earnings trends and coverage ratios, while sound, will be more subject to
variation. Capitalization characteristics, while still appropriate, may be more
affected by external conditions. Ample alternate liquidity is maintained. Fitch
Investors Service, Inc., Short-Term Debt Rating Definitions F-1+--(Exceptionally
Strong Credit Quality). Issues assigned this rating are regarded as having the
strongest degree of assurance for timely payment. F-1--(Very Strong Credit
Quality). Issues assigned this rating reflect an assurance for timely payment
only slightly less in degree than issues rated F-1+. F-2--(Good Credit Quality).
Issues carrying this rating have a satisfactory degree of assurance for timely
payment, but the margin of safety is not as great as for issues assigned F-1+
and F-1 ratings.

Cusip 951025105
G01913-02 (3/97)

[Graphic]
Growth

Fund

SEMI-ANNUAL REPORT AND SUPPLEMENT TO PROSPECTUS

DATED MARCH 12, 1997

[Graphic]

WESMARK GROWTH FUND

(A PORTFOLIO OF WESMARK FUNDS)

SEMI-ANNUAL REPORT AND SUPPLEMENT TO PROSPECTUS DATED MARCH 12, 1997

The following information is a supplement to your prospectus. We're sending it
to keep you up to date and comply with regulations that require mutual fund
companies to update shareholders concerning changes in prospectuses.

We suggest that you keep this information for your records.

A. Please insert this "Financial Highlights" table as page 2 of the
Prospectus.

WESMARK GROWTH FUND
FINANCIAL HIGHLIGHTS

- ----------------------------------------------------------------------------

(FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD)
<TABLE>
<CAPTION>

PERIOD ENDED
(UNAUDITED)
JULY 31, 1997(A)
<S> <C>
NET ASSET VALUE, BEGINNING OF PERIOD $10.00
INCOME FROM INVESTMENT OPERATIONS
Net investment income 0.04
Net realized and unrealized gain (loss) on investments 2.02
Total from investment operations 2.06
LESS DISTRIBUTIONS
Distributions from net investment income (0.03)
NET ASSET VALUE, END OF PERIOD $12.03
TOTAL RETURN(B) 20.64%
RATIOS TO AVERAGE NET ASSETS
Expenses 1.15%*
Net investment income 1.28%*
SUPPLEMENTAL DATA
Net assets, end of period (000 omitted) $107,379
Average commission rate paid(c) $0.0714
Portfolio turnover 31%
</TABLE>

* Computed on an annualized basis.

(a) Reflects operations for the period from April 14, 1997 (date of initial
public investment) to July 31, 1997.

(b) Based on net asset value, which does not reflect the sales charge or
contingent deferred sales charge, if applicable.

(c) Represents total commissions paid on portfolio securities divided by total
portfolio shares purchased or sold on which commissions were charged.

(See Notes which are an integral part of the Financial Statements)

B. Please delete references to Federated Services Company under the section
"Administration of the Fund" on page 11 of the Prospectus and replace with
Federated Administrative Services.

C. Please replace the current disclosure under the section entitled
"Certificates and Confirmations" on page 13 of the Prospectus with the
following:

"Shareholders will receive detailed confirmations of transactions. In
addition, shareholders will receive periodic statements of reporting all
account activity, including dividends paid. The Fund will not issue share
certificates."

D. Please delete the financial statements on pages 19 and 20 of the
Prospectus and replace with the following:

WESMARK GROWTH FUND
PORTFOLIO OF INVESTMENTS
<TABLE>
<CAPTION>

JULY 31, 1997 (UNAUDITED)
<C> <S> <C>
PRINCIPAL
AMOUNT
OR SHARES VALUE

COMMON STOCKS--69.8%
CABLE TELEVISION--2.7%
135,000 (a)U.S. West Media Group $ 2,978,438
CHEMICAL-SPECIALTY--1.7%
55,000 Morton International, Inc. 1,839,062
COMPUTER SERVICES--7.6%
60,000 Electronic Data Systems Corp. 2,595,000
110,000 First Data Corp. 4,798,750
10,000 HBO & Co. 773,750
Total 8,167,500
COMPUTERS-MINI--2.6%
40,000 Hewlett-Packard Co. 2,802,500
ELECTRONIC COMPONENTS--3.0%
45,000 (a)EMC Corp. Mass 2,272,500
27,000 (a)Silicon Valley Group, Inc. 837,000
Total 3,109,500
ELECTRONIC COMPONENTS-SEMICONDUCTOR--6.2%
85,000 (a)Adaptec, Inc. 3,580,625
32,000 (a)Lam Research Corp. 1,692,000
50,000 (a)S3, Inc. 768,750
5,000 Texas Instruments, Inc. 575,000
Total 6,616,375
HEALTHCARE SERVICES--3.9%
55,000 Columbia/HCA Healthcare Corp. 1,773,750
50,000 (a)HEALTHSOUTH Corp. 1,325,000
35,000 (a)Health Management Association, Class A 1,117,812
Total 4,216,562
</TABLE>

WESMARK GROWTH FUND

<TABLE>
<CAPTION>
PRINCIPAL
AMOUNT
OR SHARES VALUE
<C> <S> <C>
COMMON STOCKS--CONTINUED
INSURANCE PROPERTY & CASUALTY--2.1%
21,000 American International Group, Inc. $ 2,236,500
INSURANCE-LIFE & HEALTH--0.7%
10,000 Reliastar Financial Corp. 766,875
LEISURE & RECREATION--0.7%
25,000 K2, Inc. 790,625
MACHINERY-FARM--3.4%
65,000 Deere & Co. 3,696,875
MEDICAL PRODUCTS & SUPPLY--3.5%
60,000 Johnson & Johnson 3,738,750
NETWORKING PRODUCTS--4.1%
55,000 (a)Cisco Systems, Inc. 4,375,937
OIL & GAS DRILLING--1.1%
15,000 Transocean Offshore, Inc. 1,225,313
OIL & GAS EQUIPMENT & SERVICES--0.6%
15,000 Williams Cos., Inc. (The) 686,250
OIL COMPANIES-EXPLORATION & PRODUCTION--1.5%
20,000 Burlington Resources, Inc. 945,000
40,000 Lomak Petroleum, Inc. 690,000
Total 1,635,000
OIL FIELD SERVICES--4.2%
55,000 (a)Pride International, Inc. 1,454,063
60,000 Tidewater, Inc. 3,030,000
Total 4,484,063
OIL REFINING & MARKETING--1.4%
35,000 K N Energy, Inc. 1,470,000
OIL-INTEGRATED--5.0%
115,000 Phillips Petroleum Co. 5,297,188
</TABLE>

WESMARK GROWTH FUND

<TABLE>
<CAPTION>
PRINCIPAL
AMOUNT
OR SHARES VALUE
<C> <S> <C>
COMMON STOCKS--CONTINUED
TELECOMMUNICATIONS EQUIPMENT--10.0%
41,000 Lucent Technologies, Inc. $ 3,482,437
55,000 SBC Communications, Inc. 3,255,313
60,000 Scientific-Atlanta, Inc. 1,260,000
60,000 Telefonaktiebolaget LM Ericsson, Class B, ADR 2,715,000
Total 10,712,750
TELECOMMUNICATIONS-CELLULAR--2.1%
70,000 (a)Airtouch Communications, Inc. 2,305,625
TRANSPORTATION-RAIL--1.3%
15,000 Burlington Northern Santa Fe 1,448,437
UTLILITY-GAS DISTRIBUTION--0.4%
20,000 AGL Resources, Inc. 418,750
TOTAL COMMON STOCKS (IDENTIFIED COST $54,085,759) 75,018,875
(B)COMMERCIAL PAPER--4.2%
FINANCE-AUTOMOTIVE--4.2%
4,550,000 Ford Motor Credit Co., 5.480%-5.530%, 8/1/1997-8/29/1997
(AT AMORTIZED COST) 4,535,722
(B)GOVERNMENT AGENCIES--22.6%
$ 4,930,000 Federal Home Loan Bank, Discount Note, 5.4210%, 8/13/1997 4,921,257
3,495,000 Federal Home Loan Bank, Discount Note, 5.602%, 9/10/1997 3,473,950
8,670,000 Federal Home Loan Bank, Discount Note, 5.4390%, 9/19/1997 8,607,220
7,410,000 Federal Home Loan Bank,Discount Note, 5.597%, 11/17/1997 7,290,395
TOTAL GOVERNMENT AGENCIES (IDENTIFIED COST $24,292,271) 24,292,822
</TABLE>

WESMARK GROWTH FUND

<TABLE>
<CAPTION>
PRINCIPAL
AMOUNT
OR SHARES VALUE
<C> <S> <C>
U.S. TREASURY OBLIGATIONS--3.7%
$ 3,968,000 United States Treasury Bill, 8/28/1997 (IDENTIFIED COST $ 3,952,937
$3,952,584)
MUTUAL FUNDS--0.0%
295 U.S. Treasury Cash Reserves Fund (AT NET ASSET VALUE) 295
TOTAL INVESTMENTS (IDENTIFIED COST $86,866,631)(A) $ 107,800,651
</TABLE>

(a) Non-income producing security.

(b) Each issue shows the rate of discount at the time of purchase for discount
issues, or the coupon for interest bearing issues.

(c) The cost of investments for federal tax purposes amounts to $86,866,632. The
net unrealized appreciation of investments on a federal tax basis amounts to
$20,934,019, comprised of $21,381,011 appreciation and $446,992 depreciation at
July 31, 1997.

Note: The categories of investments are shown as a percentage of net assets
($107,379,326) at July 31, 1997.

The following acronym is used in this portfolio:

ADR--American Depositary Receipt

(See Notes which are an integral part of the Financial Statements)

WESMARK GROWTH FUND
STATEMENT OF ASSETS AND LIABILITIES

JULY 31, 1997 (UNAUDITED)
<TABLE>
<S> <C> <C>
ASSETS:
Investments in securities, at value (identified and tax cost $86,866,632) $ 107,800,651
Income receivable 93,835
Total assets 107,894,486
LIABILITIES:
Payable for investments purchased $ 469,738
Accrued expenses 45,422
Total liabilities 515,160
NET ASSETS for 8,923,666 shares outstanding $ 107,379,326
NET ASSETS CONSIST OF:
Paid in capital $ 82,219,692
Net unrealized appreciation of investments 20,934,019
Accumulated net realized gain on investments 4,142,461
Undistributed net investment income 83,154
Total Net Assets $ 107,379,326
NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PROCEEDS PER SHARE:
$107,379,326 / 8,923,666 shares outstanding $12.03
</TABLE>

(See Notes which are an integral part of the Financial Statements)

WESMARK GROWTH FUND
STATEMENT OF OPERATIONS

PERIOD ENDED JULY 31, 1997(A) (UNAUDITED)
<TABLE>
<S> <C> <C>
INVESTMENT INCOME:
Dividends $ 233,842
Interest 458,922
Total income 692,764
EXPENSES:
Investment advisory fee $ 213,667
Administrative personnel and services fee 42,733
Custodian fees 8,262
Transfer and dividend disbursing agent fees and expenses 7,407
Directors'/Trustees' fees 3,134
Legal fees 2,849
Portfolio accounting fees 20,797
Share registration costs 18,517
Printing and postage 6,552
Insurance premiums 1,709
Miscellaneous 1,994
Total expenses 327,621
Net investment income 365,143
REALIZED AND UNREALIZED GAIN ON INVESTMENTS:
Net realized gain on investments 4,142,461
Net change in unrealized appreciation of investments 20,934,019
Net realized and unrealized gain on investments 25,076,480
Change in net assets resulting from operations $ 25,441,623
</TABLE>

(a) For the period from April 14, 1997 (date of initial public investment) to
July 31, 1997.

(See Notes which are an integral part of the Financial Statements)

WESMARK GROWTH FUND
STATEMENT OF CHANGES IN NET ASSETS

- ----------------------------------------------------------------------------
<TABLE>
<CAPTION>

PERIOD ENDED
(UNAUDITED)
JULY 31, 1997*
<S> <C>
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS--
Net investment income $ 365,143 Net realized gain on investments ($4,142,461,
as computed for federal tax purposes) 4,142,461 Net change in unrealized
appreciation 20,934,019
Change in net assets resulting from operations 25,441,623
DISTRIBUTIONS TO SHAREHOLDERS--
Distributions from net investment income (281,989)
SHARE TRANSACTIONS--
Proceeds from sale of shares 84,697,023
Net asset value of shares issued to shareholders in payment of distributions 85,024
declared
Cost of shares redeemed (2,662,355)
Change in net assets resulting from share transactions 82,119,692
Change in net assets 107,279,326
NET ASSETS:
Beginning of period 100,000
End of period (including undistributed net investment income of $83,154) $107,379,326
</TABLE>

* For the period from April 14, 1997 (date of initial public investment) to July
31, 1997.

(See Notes which are an integral part of the Financial Statements)

WESMARK GROWTH FUND
NOTES TO FINANCIAL STATEMENTS

JULY 31, 1997 (UNAUDITED)

1. ORGANIZATION

WesMark Funds (the "Trust") is registered under the Investment Company Act of
1940, as amended (the "Act") as an open-end, management investment company. The
Trust consists of two portfolios. The financial statements included herein are
only those of WesMark Growth Fund (the "Fund"), a diversified portfolio. The
financial statements of the other portfolio are presented separately. The assets
of each portfolio are segregated and a shareholder's interest is limited to the
portfolio in which shares are held. The investment objective of the Fund is
appreciation of capital. The Fund invests primarily in equity securities of
companies with prospects for above-average growth in earnings and dividends.

2. SIGNIFICANT ACCOUNTING POLICIES

INVESTMENT VALUATIONS-- Listed equity securities are valued at the last sale
price reported on a national securities exchange. Short-term securities are
valued at the prices provided by an independent pricing service. However,
short-term securities with remaining maturities of sixty days or less at the
time of purchase may be valued at amortized cost, which approximates fair market
value. Investments in other open-end regulated investment companies are valued
at net asset value.

INVESTMENT INCOME, EXPENSES AND DISTRIBUTIONS-- Interest income and expenses are
accrued daily. Bond premium and discount, if applicable, are amortized as
required by the Internal Revenue Code, as amended (the "Code"). Dividend income
and distributions to shareholders are recorded on the ex-dividend date.

OTHER-- Investment transactions are accounted for on the trade date.

3. SHARES OF BENEFICIAL INTEREST

The Declaration of Trust permits the Trustees to issue an unlimited number of
full and fractional shares of beneficial interest (without par value).
Transactions in shares were as follows:

<TABLE>
<CAPTION>
PERIOD ENDED
JULY 31, 1997(A)
<S> <C>
Shares sold 9,148,456
Shares issued to shareholders in payment of distributions declared 7,498
Shares redeemed (242,288)
Net change resulting from share transactions 8,913,666
</TABLE>

(a) Reflects operations for the period from April 14, 1997 (date of public
investment) to July 31, 1997.

4. INVESTMENT ADVISORY FEE AND OTHER TRANSACTIONS WITH AFFILIATES

ADMINISTRATIVE FEE-- Federated Administrative Services ("FAS") provides the Fund
with certain administrative personnel and services. The fee paid to FAS is based
on the level of average aggregate net assets of the Fund for the period.

DISTRIBUTION SERVICES FEE-- The Fund has adopted a Distribution Plan (the
"Plan") pursuant to Rule 12b-1 under the Act. Under the terms of the Plan, the
Fund will compensate Edgewood Services, Inc., the principal distributor, from
the net assets of the Fund to finance activities intended to result in the sale
of the Fund's shares. The Plan provides that the Fund may incur distribution
expenses up to 0.25% of the average daily net assets of the Fund, annually, to
compensate Edgewood Services, Inc. For the period ended July 31, 1997, the Fund
did not incur a distribution services fee.

SHAREHOLDER SERVICES FEE-- Under the terms of a Shareholder Services Agreement
with WesBanco, the Fund will pay WesBanco up to 0.25% of average daily net
assets of the Fund for the period. The fee paid to WesBanco is used to finance
certain services for shareholders and to maintain shareholder accounts. For the
period ended July 31, 1997, the Fund did not incur a shareholder services fee.

TRANSFER AND DIVIDEND DISBURSING AGENT FEES AND EXPENSES-- Federated Services
Company ("FServ"), through its subsidiary, Federated Shareholder Services
Company ("FSSC") serves as transfer and dividend disbursing agent for the Fund.
The fee paid to FSSC is based on the size, type, and number of
accounts and transactions made by shareholders.

INTERFUND TRANSACTIONS-- During the period ended July 31, 1997, the Fund engaged
in purchase and sale transactions with mutual funds and/or common trust funds
that have a common investment adviser (or affiliated investment advisers),
common Directors/Trustees, and/or common Officers. These purchase and sale
transactions were made at current market value pursuant to Rule 17a-7 under the
Act amounting to $84,025,950 and $7,953,863, respectively. $76,957,809 of these
purchase transactions were attributable to a conversion of the assets of two
common trust funds into the fund.

CUSTODIAN FEES-- WesBanco is the Fund's custodian. The fee is based on the
market value of Fund securities held in custody plus certain securities
transaction charges.

ORGANIZATIONAL EXPENSES-- Organizational expenses estimated to $21,000 were
borne initially by the Administrator. The Fund has agreed to reimburse the
Administrator for the organizational expenses within the five-year period
following effective date.

OTHER AFFILIATED PARTIES AND TRANSACTIONS-- Pursuant to an exemptive Order
issued by the SEC, the Fund may invest in the Federated U.S. Treasury Cash
Reserves Fund.

GENERAL-- Certain of the Officers and Trustees of the Trust are Officers and
Directors or Trustees of the above companies.

5. INVESTMENT TRANSACTIONS

Purchases and sales of investments, excluding short-term securities, for the
period ended July 31, 1997, were as follows:

PURCHASES $26,118,987
SALES $38,657,517

[Graphic]
Federated Investors
Edgewood Securities Corp., Distributor

Cusip 951025204
G02160-02 (9/97)
[Graphic]

- --------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
The shares of WesMark Growth Fund (the "Fund") offered by this prospectus
represent interests in a diversified portfolio of WesMark Funds (the "Trust"),
an open-end management investment company (a mutual fund). The investment
objective of the Fund is appreciation of capital. The Fund invests primarily in
equity securities of companies with prospects for above-average growth in
earnings and dividends. The shares offered by this prospectus are not deposits
or obligations of WesBanco Bank Wheeling or its affiliates, are not endorsed or
guaranteed by WesBanco Bank Wheeling or its affiliates, and are not insured by
the Federal Deposit Insurance Corporation, the Federal Reserve Board, or any
other government agency. Investment in these shares involves investment risks,
including the possible loss of the principal amount invested. This prospectus
contains the information you should read and know before you invest in the Fund.
Keep this prospectus for future reference. The Fund has also filed a Statement
of Additional Information dated March 12, 1997 with the Securities and Exchange
Commission ("SEC"). The information contained in the Statement of Additional
Information is incorporated by reference into this prospectus. You may request a
copy of the Statement of Additional Information or a paper copy of this
prospectus, if you have received your prospectus electronically, free of charge,
obtain other information, or make inquiries about the Fund by writing or calling
the Fund at 1-800-368-3369. The Statement of Additional Information, material
incorporated by reference into this document, and other information regarding
the Fund is maintained electronically with the SEC at Internet Web site
(http://www.sec.gov).
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
Prospectus dated March 12, 1997

<PAGE>

- --------------------------------------------------------------------------------
Table of Contents
- --------------------------------------------------------------------------------
I

Summary of Fund Expenses 1

General Information 2

Investment Information 2
Investment Objective 2
Investment Policies 2
Portfolio Investments 3
Investment Risks 8
Investment Limitations 8

WesMark Funds Information 9
Management of the Trust 9
Distribution of Fund Shares 10
Administration of the Fund 11
Brokerage Transactions 11
Expenses of the Fund 12

Net Asset Value 12

Exchange Privilege 14

Redeeming Shares 14
Systematic Withdrawal Program 15
Redemption Before Purchase
Instruments Clear 16
Accounts with Low Balances 16

Shareholder Information 16
Voting Rights 16

Effect of Banking Laws 16

Tax Information 17
Federal Income Tax 17
State and Local Taxes 17

Performance Information 17
Performance Information for
Common Trust Funds 18
Statement of Assets and Liabilitites 19

Independent Auditors' Report 20

Addresses 21

<PAGE>

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
19
<TABLE>
<CAPTION>

<S> <C>

Summary of Fund Expenses
Shareholder Transaction Expenses
Maximum Sales Charge Imposed on Purchases (as a percentage of offering price)............... None
Maximum Sales Charge Imposed on Reinvested Dividends (as a percentage of offering price).... None
Deferred Sales Charge (as a percentage of original purchase price or redemption proceeds,
as applicable)........................................................................ None
Redemption Fee (as a percentage of amount redeemed, if applicable) ......................... None
Exchange Fee................................................................................ None
Annual Fund Operating Expenses*
(As a percentage of projected average net assets)
Management Fee...................................................................................... 0.75%
12b-1 Fee (1)....................................................................................... 0.00%
Total Other Expenses................................................................................ 0.40%
Shareholder Services Fee (1)..................................................... 0.00%
Total Annual Fund Operating Expenses................................................... 1.15%
</TABLE>

(1) The Fund has no present intention of paying or accruing 12b-1 fees
or shareholder services fees during the fiscal year ending January
31, 1998. If the Fund were paying or accruing 12b-1 fees or
shareholder services fees, the Fund would be able to pay up to
0.25% of its average daily net assets for 12b-1 fees and up to
0.25% of its average daily net assets for shareholder services
fees.
* Annual Fund Operating Expenses are estimated based on average expenses
expected to be incurred during the fiscal year ending January 31, 1998.
Duringthe course of this period, expenses may be more or less than the
average amount shown.
The purpose of this table is to assist an investor in
understanding the various costs and expenses that a shareholder of the Fund will
bear, either directly or indirectly. For more complete descriptions of the
various costs and expenses, see "Investing in the Fund" and "WesMark Funds
Information." Wire-transferred redemptions may be subject to additional fees.
<TABLE>
<CAPTION>
<S> <C> <C>

EXAMPLE ............................................................. 1 year 3 years
You would pay the following expenses on a $1,000 investment
assuming (1) 5% annual return and (2) redemption at the end of
each time period. The Fund charges no redemption fees............... $12 $37
</TABLE>

<PAGE>

General Information

The Trust was established as a Massachusetts business trust under a Declaration
of Trust dated March 1, 1996. The Declaration of Trust permits the Trust to
offer separate series of shares of beneficial interest representing interests in
separate portfolios of securities. The Trust currently consists of WesMark West
Virginia Municipal Bond Fund and WesMark Growth Fund. This prospectus relates
only to the WesMark Growth Fund. The shares in any one portfolio may be offered
in separate classes. As of the date of this prospectus, the Board of Trustees
(the "Trustees") has not established classes of shares of the Fund. The Fund is
designed primarily for customers of WesBanco Bank Wheeling and its affiliates
and individual investors who desire a convenient means of accumulating an
interest in a professionally managed, diversified portfolio investing primarily
in growth-oriented equity securities. WesBanco Bank Wheeling is the investment
adviser to the Fund ("Adviser"). A minimum initial investment of $1,000 is
required. Subsequent investments must be in amounts of at least $100. Fund
shares are sold and redeemed at net asset value without a sales charge imposed
by the Fund.
Investment Information
Investment Objective

The investment objective of the Fund is appreciation of capital. While there is
no assurance that the Fund will achieve its investment objective, it endeavors
to do so by following the investment policies described in this prospectus. The
investment objective cannot be changed without approval of shareholders.
Investment Policies

The Fund pursues its investment objective by investing in a professionally
managed portfolio consisting primarily of equity securities of companies with
prospects for above-average growth in earnings and dividends. The Fund's
investment adviser selects equity securities on the basis of traditional
research techniques, including assessment of earnings and dividend growth
prospects and of the risk and volatility of each company's business. Most often,
these companies will be classified as "large-" or "mid-" capitalization
companies. The Adviser generally considers companies with market capitalizations
over $1 billion to fall within these classifications. The Fund's investment
approach is based on the conviction that, over the long term, the economy will
continue to expand and develop and that this economic growth will be reflected
in the growth of the revenues and earnings of publicly held corporations. Under
normal market conditions, the Fund will invest at least 65% of its assets in
equity securities of U.S. companies. Equity securities include common stocks,
preferred stocks, and securities (including debt securities) that are
convertible into common stocks. Unless indicated otherwise, the investment
policies may be changed by the Trustees without the approval of shareholders.
Shareholders will be notified before any material changes in these policies
become effective.

<PAGE>

Acceptable Investments. The securities in which the Fund invests include,
but are not limited to:

o common stocks of U.S. or foreign companies which are listed on
the New York Stock Exchange, American Stock Exchange, or other
domestic stock exchange or traded in over-the-counter markets,
and preferred stock which is convertible into common stock of
such companies;

o American Depositary Receipts ("ADRs") of foreign companies traded
on the New York Stock Exchange or over-the-counter market. The
Fund may not invest more than 25% of its assets in ADRs (see
"Foreign Investments"). The Fund may also purchase non-ADR
foreign securities;

o convertible bonds or other corporate debt obligations rated, at
the time of purchase, investment grade (within the four highest
ratings categories for corporate debt) by a nationally
recognized statistical rating organization ("NRSRO"), such as
Moody's Investors Service, Inc. ("Moody's") (Aaa, Aa, A, or
Baa), Standard & Poor's Ratings Group ("S&P") (AAA, AA, A, or
BBB), or Fitch Investors Service, Inc. ("Fitch") (AAA, AA, A, or
BBB); and

o put and call options on securities and indices and futures
contracts.

In addition, the Fund may invest in warrants, U.S government securities,
illiquid securities, restricted securities, securities of other investment
companies, short-term money market instruments, when-issued or delayed delivery
transactions, enter into repurchase agreements, borrow money, and lend portfolio
securities. Bonds rated BBB by S&P or Fitch or Baa by Moody's are investment
grade, but have more speculative characteristics than A-rated bonds. Changes in
economic conditions or other circumstances are more likely to lead to weakened
capacity to make principal and interest payments than higher rated bonds. A
description of the rating categories is contained in the Appendix to the
Statement of Additional Information. The prices of fixed income securities
fluctuate inversely to the direction of interest rates.
Portfolio Investments

Convertible Securities. The Fund may invest in convertible securities which are
rated, at the time of purchase, investment grade by an NRSRO (such as BBB or
better by S&P or Fitch, or Baa or better by Moody's), or, if unrated, are of
comparable quality as determined by the Adviser. Convertible securities are
fixed income securities which may be exchanged or converted into a predetermined
number of the issuer's underlying common stock at the option of the holder
during a specified time period. Convertible securities may take the form of
convertible bonds, convertible preferred stock or debentures, units consisting
of "usable" bonds and warrants or a combination of the features of several of
these securities. The investment characteristics of each convertible security
vary widely, which allows convertible securities to be employed for different
investment objectives. In selecting a convertible security, the Adviser
evaluates the investment characteristics of the convertible security as a fixed
income instrument, and the investment potential of the underlying security for
capital appreciation. Convertible bonds and convertible preferred stocks
generally retain the investment characteristics of fixed income securities until
they have been converted but also react to movements in the underlying equity
securities. The holder is entitled to receive the fixed income of a bond or the
dividend preference of a preferred stock until the holder elects to exercise the
conversion privilege. Usable bonds are corporate bonds that can be used in whole
or in part, customarily at full face value, in lieu of cash to purchase the
issuer's common stock. Convertible securities are senior to equity securities,
and therefore have a claim to assets of the corporation prior to the holders of
common stock in the case of liquidation. However, convertible securities are
generally subordinated to similar nonconvertible securities of the same company.
The interest income and dividends from convertible bonds and preferred stocks
provide a stable stream of income with generally higher yields than common
stocks, but lower than nonconvertible securities of similar quality. The Fund
will exchange or convert the convertible securities held in its portfolio into
shares of the underlying common stocks when, in the opinion of the Adviser, the
investment characteristics of the underlying common shares will assist the Fund
in achieving its investment objective. Otherwise, the Fund will hold or trade
the convertible securities. American Depositary Receipts. The Fund may invest in
ADRs. ADRs are depositary receipts typically issued by a U.S. bank or trust
company which evidence ownership of underlying securities issued by a foreign
corporation. Generally, depositary receipts in registered form are designed for
use in the U.S. securities market and depositary receipts in bearer form are
designed for use in securities markets outside the United States. Depositary
receipts may not necessarily be denominated in the same currency as the
underlying securities into which they may be converted. Ownership of unsponsored
depositary receipts may not entitle the Fund to financial or other reports from
the issuer of the underlying security, to which it would be entitled as the
owner of sponsored depositary receipts. Depositary receipts also involve the
risks of other investments in foreign securities. Investing in Securities of
Other Investment Companies. The Fund may invest in the securities of other
investment companies (including closed-end investment companies) but it will not
own more than 3% of the total outstanding voting stock of any investment
company, invest more than 5% of its total assets in any one investment company,
or invest more than 10% of its total assets in investment companies in general,
unless permitted to exceed these limitations by an exemptive order of the SEC.
The Fund will invest in other investment companies primarily for the purpose of
investing short-term cash which has not yet been invested in other portfolio
instruments. It should be noted that investment companies incur certain expenses
such as management fees and, therefore, any investment by the Fund in shares of
another investment company would be subject to such duplicate expenses.
Restricted and Illiquid Securities. The Fund may invest in restricted and
illiquid securities. Restricted securities are any securities in which the Fund
may otherwise invest pursuant to its investment objective and policies but which
are subject to restrictions on resale under federal securities laws. Certain
restricted securities which the Trustees deem to be liquid will be excluded from
this limitation. However, the Fund will limit investments in illiquid
securities, including certain restricted securities not determined by the
Trustees to be liquid, non-negotiable time deposits, repurchase agreements
providing for settlement in more than seven days after notice, and
over-the-counter options to 15% of its net assets. When-Issued and Delayed
Delivery Transactions. The Fund may purchase securities on a when-issued or
delayed delivery basis. These transactions are arrangements in which the Fund
purchases securities with payment and delivery scheduled for a future time. The
seller's failure to complete these transactions may cause the Fund to miss a
price or yield considered to be advantageous. Settlement dates may be a month or
more after entering into these transactions, and the market values of the
securities purchased may vary from the purchase prices. The Fund may dispose of
a commitment prior to settlement if the Adviser deems it appropriate to do so.
In addition, the Fund may enter into transactions to sell its purchase
commitments to third parties at current market values and simultaneously acquire
other commitments to purchase similar securities at later dates. The Fund may
realize short-term profits or losses upon the sale of such commitments.

<PAGE>

Lending of Portfolio Securities. In order to generate additional income, the
Fund may lend portfolio securities (up to one-third of the value of its total
assets) on a short-term or long-term basis, to broker/dealers, banks, or other
institutional borrowers of securities. The Fund will only enter into loan
arrangements with broker/dealers, banks, or other institutions which the Adviser
has determined are creditworthy and will receive collateral in the form of cash
or U.S. government securities equal to at least 100% of the value of the
securities loaned. There is the risk that when lending portfolio securities, the
securities may not be available to the Fund on a timely basis and the Fund may,
therefore, lose the opportunity to sell the securities at a desirable price. In
addition, in the event that a borrower of securities would file for bankruptcy
or become insolvent, disposition of the securities may be delayed pending court
action. Put and Call Options. The Fund may purchase put and call options on its
portfolio securities. These options will be used as a hedge to attempt to
protect securities which the Fund holds, or will be purchasing, against
decreases or increases in value. The Fund may also write (sell) put and call
options on all or any portion of its portfolio to generate income for the Fund.
The Fund will write call options on securities either held in its portfolio or
for which it has the right to obtain without payment of further consideration or
for which it has segregated cash in the amount of any additional consideration.
In the case of put options, the Fund will segregate cash or other securities
with a value equal to or greater than the exercise price of the underlying
securities. The Fund may generally purchase and write over-the-counter options
on portfolio securities in negotiated transactions with the buyers or writers of
the options since options on the portfolio securities held by the Fund are not
traded on an exchange. The Fund purchases and writes options only with
investment dealers and other financial institutions (such as commercial banks or
savings associations) deemed creditworthy by the Adviser. Over-the-counter
options are two-party contracts with price and terms negotiated between buyer
and seller. In contrast, exchange-traded options are third-party contracts with
standardized strike prices and expiration dates and are purchased from a
clearing corporation. Exchange-traded options have a continuous liquid market
while over-the-counter options may not. Financial Futures and Options on
Futures. The Fund may purchase and sell financial futures contracts to hedge all
or a portion of its portfolio of long-term debt securities against changes in
interest rates. Financial futures contracts call for the delivery of particular
debt instruments (including those issued or guaranteed by the U.S. Treasury or
by specified agencies or instrumentalities of the U.S. government) at a certain
time in the future. The seller of the contract agrees to make delivery of the
type of instrument called for in the contract and the buyer agrees to take
delivery of the instrument at the specified future time. The Fund may write call
options and purchase put options on financial futures contracts as a hedge to
attempt to protect securities in its portfolio against decreases in value
resulting from anticipated increases in market interest rates. When the Fund
writes a call option on a futures contract, it is undertaking the obligation of
selling the futures contract at a fixed price at any time during a specified
period if the option is exercised. Conversely, as purchaser of a put option on a
futures contract, the Fund is entitled (but not obligated) to sell a futures
contract at the fixed price during the life of the option. The Fund may also
write put options and purchase call options on financial futures contracts as a
hedge against rising purchase prices of portfolio securities resulting from
anticipated decreases in market interest rates. The Fund will use these
transactions to attempt to protect its ability to purchase portfolio securities
in the future at price levels existing at the time it enters into the
transactions. When the Fund writes a put option on a futures contract, it is
undertaking to buy a particular futures contract at a fixed price at any time
during a specified period if the option is exercised. As a purchaser of a call
option on a futures contract, the Fund is entitled (but not obligated) to
purchase a futures contract at a fixed price at any time during the life of the
option. The Fund may not purchase or sell futures contracts or related options,
for other than bona fide hedging purposes, if immediately thereafter the sum of
the amount of margin deposits on the Fund's existing futures positions and
premiums paid for related options would exceed 5% of the market value of the
Fund's total assets. When the Fund purchases futures contracts, an amount of
cash and cash equivalents, equal to the underlying commodity value of the
futures contracts (less any related margin deposits), will be deposited in a
segregated account with the Fund's custodian (or the broker, if legally
permitted) to collateralize the position and thereby insure that the use of such
futures contracts is unleveraged.
Risks. When the Fund uses financial futures and options on financial
futures as hedging devices, there is a risk that the prices of the
securities subject to the futures contracts may not correlate
perfectly with the prices of the securities in the Fund's portfolio.
This may cause the futures contract and any related options to react
differently than the portfolio securities to market changes. In
addition, the Adviser could be incorrect in its expectations about
the direction or extent of market factors such as interest rate
movements. In these events, the Fund may lose money on the futures
contract or option. It is not certain that a secondary market for
positions in futures contracts or for options will exist at all
times. Although the Adviser will consider liquidity before entering
into options transactions, there is no assurance that a liquid
secondary market on an exchange will exist for any particular
futures contract or option at any particular time. The Fund's
ability to establish and close out futures and options positions
depends on this secondary market.

U.S. Government Securities. The Fund may invest in U.S. government securities,
which generally include direct obligations of the U.S. Treasury (such as U.S.
Treasury bills, notes, and bonds) and obligations issued or guaranteed by the
U.S. government agencies or instrumentalities. These securities include
securities that are backed by: the full faith and credit of the U.S. Treasury;
securities that are supported by the issuer's right to borrow from the U.S.
Treasury; and securities that are supported by the credit of the agency or
instrumentality issuing the obligations. Temporary Investments/Money Market
Instruments. For temporary defensive purposes (up to 100% of total assets) and
to maintain liquidity (up to 35% of total assets), the Fund may invest in U.S.
and foreign short-term money market instruments, including:

o commercial paper rated A-1 or A-2 by S&P, Prime-1 or Prime-2 by
Moody's, or F-1 or F-2 by Fitch, and Europaper
(dollar-denominated commercial paper issued outside the United
States) rated A-1, A-2, Prime-1, or Prime-2;

o instruments of domestic and foreign banks and savings and loans
(such as certificates of deposit, demand and time deposits,
savings shares, and bankers' acceptances) if they have capital,
surplus, and undivided profits of over $100,000,000, or if the
principal amount of the instrument is insured by the Bank
Insurance Fund, which is administered by the Federal Deposit
Insurance Corporation ("FDIC"), or the Savings Association
Insurance Fund, which is also administered by the FDIC. These
instruments may include Eurodollar Certificates of Deposit
("ECDs"), Yankee Certificates of Deposit ("Yankee CDs"), and
Eurodollar Time Deposits ("ETDs");

o obligations of the U.S. government or its agencies or
instrumentalities;

o repurchase agreements;

o securities of other investment companies; and

o other short-term instruments which are not rated but are
determined by the Adviser to be of comparable quality to the
other obligations in which the Fund may invest.

Repurchase Agreements. The securities in which the Fund invests may be purchased
pursuant to repurchase agreements. Repurchase agreements are arrangements in
which banks, broker/dealers, and other recognized financial institutions sell
securities to the Fund and agree at the time of sale to repurchase them at a
mutually agreed upon time and price. To the extent that the original seller does
not repurchase the securities from the Fund, the Fund could receive less than
the repurchase price on any sale of such securities. Credit Ratings. The Fund
may invest in unrated securities if they are determined to be of comparable
quality to the Fund's acceptable rated investments. If a security is
subsequently downgraded below the permissible investment category for a Fund,
the Adviser will determine whether it continues to be an acceptable investment;
if not, the security will be sold. Bonds rated BBB by S&P or Fitch or Baa by
Moody's are investment grade, but have more speculative characteristics than
A-rated bonds. Changes in economic conditions or other circumstances are more
likely to lead to weakened capacity to make principal and interest payments than
higher rated bonds. A description of the rating categories is contained in the
Appendix to the Statement of Additional Information. Diversification. With
respect to 75% of the value of total assets, the Fund will not invest more than
5% in securities of any one issuer, other than cash, cash items or securities
issued or guaranteed by the government of the United States or its agencies or
instrumentalities and repurchase agreements collateralized by U.S. government
securities or acquire more than 10% of the outstanding voting securities of any
one issuer. This policy cannot be changed without the approval of holders of a
majority of the Fund's shares. Derivative Contracts and Securities. The term
"derivative" has traditionally been applied to certain contracts (including,
futures, forward, option and swap contracts) that "derive" their value from
changes in the value of an underlying security, currency, commodity or index.
Certain types of securities that incorporate the performance characteristics of
these contracts are also referred to as "derivatives." The term has also been
applied to securities "derived" from the cash flows from underlying securities,
mortgages or other obligations. Derivative contracts and securities can be used
to reduce or increase the volatility of an investment portfolio's total
performance. While the response of certain derivative contracts and securities
to market changes may differ from traditional investments, such as stock and
bonds, derivatives do not necessarily present greater market risks than
traditional investments. The Fund will only use derivative contracts for the
purposes disclosed above in this prospectus. To the extent that the Fund invests
in securities that could be characterized as derivatives (such as convertible
securities, options, and futures contracts), they will only do so in a manner
consistent with its investment objectives, policies and limitations.

<PAGE>

Portfolio Turnover. Although the Fund does not intend to invest for the purpose
of seeking short-term profits, securities will be sold whenever the Fund's
Adviser believes it is appropriate to do so in light of the Fund's investment
objective, without regard to the length of time a particular security may have
been held The Fund anticipates its portfolio turnover rate will not exceed 200%.
A higher rate of portfolio turnover involves correspondingly greater transaction
expenses which must be borne directly by the Fund and, thus, indirectly by its
shareholders. In addition, a high rate of portfolio turnover may result in the
realization of larger amounts of capital gains which, when distributed to the
Fund's shareholders, are taxable to them. Nevertheless, transactions for the
Fund's portfolio will be based upon investment considerations and will not be
limited by any other considerations when the Fund's Adviser deems it appropriate
to make changes to the Fund's portfolio.
Investment Risks

As with other mutual funds that invest primarily in equity securities,
the Fund is subject to market risks. That is, the possibility exists that
common stocks will decline over short or even extended periods of time,
and that United States equity market tends to be cyclical, experiencing
both periods when stock prices generally increase and periods when stock
prices generally decrease. In the debt market, prices move inversely to
interest rates. A decline in market interest rates results in a rise in
the market prices of outstanding debt obligations. Conversely, an
increase in market interest rates results in a decline in market prices
of outstanding debt obligations. In either case, the amount of change in
market prices of debt obligations in response to changes in market
interest rates generally depends on the maturity of the debt obligations:
the debt obligations with the longest maturities will experience the
greatest market price changes. Securities of Foreign Issuers. There may
be certain risks associated with investing in foreign securities. These
include risks of adverse political and economic developments (including
possible governmental seizure or nationalization of assets), the possible
imposition of exchange controls or other governmental restrictions, less
uniformity in accounting and reporting requirements than applied to U.S.
companies, and the possibility that there will be less information on
such securities and their issuers available to the public. In addition,
there are restrictions on foreign investments in other jurisdictions and
there tends to be difficulty in obtaining judgments from abroad and
effecting repatriation of capital invested abroad. Delays could occur in
settlement of foreign transactions, which could adversely affect
shareholder equity. Foreign securities may be subject to foreign taxes,
which reduce yield, and may be less marketable than comparable United
States securities. As a matter of practice, the Fund will not invest in
the securities of a foreign issuer if any risk identified above appears
to the Adviser to be substantial.
Investment Limitations

The Fund will not:

o borrow money or pledge securities except, under certain
circumstances, the Fund may borrow up to one-third of the value
of its total assets and pledge assets to secure such borrowings.

The above investment limitation cannot be changed without
shareholder approval.

<PAGE>

WesMark Funds Information
Management of the Trust

Board of Trustees. The Trust is managed by a Board of Trustees. The Board of
Trustees is responsible for managing the business affairs of the Trust and for
exercising all of the powers of the Trust except those reserved for the
shareholders. An Executive Committee of the Board of Trustees handles the
Board's responsibilities between meetings of the Board. Investment Adviser.
Pursuant to an investment advisory contract with the WesMark Funds, investment
decisions for the Fund are made by WesBanco Bank Wheeling (the "Adviser" or
"WesBanco"), the Fund's investment adviser, subject to direction by the
Trustees. The Adviser continually conducts investment research and supervision
for the Fund and is responsible for the purchase or sale of portfolio
instruments, for which it receives an annual fee from the Fund.
Advisory Fees. The Adviser is entitled to receive an annual
investment advisory fee equal to 0.75% of the Fund's average daily
net assets. The investment advisory contract allows the voluntary
waiver, in whole or in part, of the investment advisory fee or the
reimbursement of expenses by the Adviser from time to time. The
Adviser can terminate any voluntary waiver of its fee or
reimbursement of expenses at any time at its sole discretion.
Adviser's Background. WesBanco Bank Wheeling is a wholly-owned
subsidiary of WesBanco, Inc. (the "Corporation"), a registered bank
holding company headquartered in Wheeling, West Virginia. The
Corporation and its subsidiaries provide a broad range of financial
services to individuals and businesses in West Virginia and Ohio
with 42 banking locations. The Adviser is a state chartered bank
which offers financial services that include, but are not limited
to, commercial and consumer loans, corporate, institutional and
personal trust services, and demand and time deposit accounts. The
Adviser employs an experienced staff of professional investment
analysts, portfolio managers and traders. The staff manages the bond
portfolios of the Corporation and its subsidiaries which includes
government, corporate, mortgage and municipal securities with a
total value of $525 million on December 31, 1996. In addition, the
Adviser provides investment management services to the Trust
Department of WesBanco and three other affiliate banks with trust
powers. The total assets of the trust departments of the Corporation
are valued at $1.6 billion. The Adviser has not previously served as
an investment adviser to a mutual fund. As part of its regular
banking operations, the Adviser may make loans to public companies
and municipalities. Thus, it may be possible, from time to time, for
the Fund to hold or acquire the securities of issuers which are also
lending clients of the Adviser. The lending relationship will not be
a factor in the selection of securities.

Jerome B. Schmitt has been a co-portfolio manager for the Fund since its
inception. He has been employed by the Adviser since 1972 and served as
Senior Vice President of Trusts and Investments since 1991, and has been
Executive Vice President since June 1996. Mr. Schmitt is a Chartered
Financial Analyst and received an M.A. in Economics from Ohio University.
Mr. Schmitt is responsible for supervising the activities of the Trust and
Investment Departments of the Adviser.

<PAGE>

David B. Ellwood has been a co-portfolio manager for the Fund since
its inception. He has been employed by the Adviser since 1982 and
has been Assistant Vice President and Senior Investment Officer
since May 1996. Mr. Ellwood is a Chartered Financial Analyst and
received a B.S. degree in Business Administration from Wheeling
Jesuit College. Mr. Ellwood is responsible for portfolio
management, investment research and assisting in the supervision of
the investment activities of the Investment Department. Both the
Trust and the Adviser have adopted strict codes of ethics governing
the conduct of all employees who manage the Fund and its portfolio
securities. These codes recognize that such persons owe a fiduciary
duty to the Fund's shareholders and must place the interests of
shareholders ahead of the employees' own interest. Among other
things, the codes: require preclearance and periodic reporting of
personal securities transactions; prohibit personal transactions in
securities being purchased or sold, or being considered for
purchase or sale, by the Fund; prohibit purchasing securities in
initial public offerings; and prohibit taking profits on securities
held for less than sixty days. Violations of the codes are subject
to review by the Board of Trustees, and could result in severe
penalties.
Distribution of Fund Shares

Edgewood Services, Inc. is the principal distributor (the "Distributor") for
shares of the Fund. Edgewood Services, Inc. is a New York corporation and a
wholly-owned subsidiary of Federated Investors. The Distributor is a registered
broker/dealer. Distribution Plan. Under a distribution plan adopted in
accordance with the Investment Company Act of 1940's Rule 12b-1 (the "Plan"),
the Fund may pay to the Distributor an amount computed at an annual rate of
0.25% of the average daily net asset value of the Fund's shares to finance any
activity which is principally intended to result in the sale of shares subject
to the Plan. However, the Plan will not be activated, and the Distributor has no
present intention to collect any fees pursuant to the Plan, unless and until a
separate class of "trust" shares of the Fund (which would not have a Rule 12b-1
Plan) is created and trust clients' investments in the Fund are converted to
such class. The Distributor may from time to time and for such periods as it
deems appropriate, voluntarily reduce its compensation under the Plan to the
extent the expenses attributable to the shares exceed such lower expense
limitation as the Distributor may, by notice to the Trust, voluntarily declare
to be effective. The Distributor may select financial institutions, such as
banks, fiduciaries, custodians for public funds, investment advisers, and
broker/dealers ("brokers") to provide sales and support services as agents for
their clients or customers who beneficially own shares. Financial institutions
will receive fees from the Distributor based upon shares subject to the Plan and
owned by their clients or customers. The schedules of such fees and the basis
upon which such fees will be paid will be determined from time to time by the
Distributor. The Fund's Plan is a compensation type plan. As such, the Fund
makes no payments to the Distributor except as described above. Therefore, the
Fund does not pay for unreimbursed expenses of the Distributor, including
amounts expended by the Distributor in excess of amounts received by it from the
Fund, interest, carrying or other financing charges in connection with excess
amounts expended, or the Distributor's overhead expenses. However, the
Distributor may be able to recover such amounts or may earn a profit from future
payments made by the Fund under the Plan. Shareholder Services Arrangements. The
Fund and WesBanco have entered into a Shareholder Services Agreement (the
"Services Agreement") with respect to the shares of the Fund to provide
administrative support services to customers who from time to time may be owners
of record or beneficial owners of the Fund's shares. In return for providing
these support services, WesBanco (or a financial institution which has an
agreement with WesBanco) may receive payments from the Fund at a rate not
exceeding 0.25% of the average daily net assets of the shares beneficially owned
by the financial institution's customers for whom it is holder of record or with
whom it has a servicing relationship. These administrative services may include,
but are not limited to, the following functions: providing office space,
equipment, telephone facilities, and various personnel, including clerical,
supervisory, and computer, as necessary or beneficial to establish and maintain
shareholder accounts and records; processing purchase and redemption
transactions and automatic investments of client account cash balances;
answering routine client inquiries regarding the Fund; assisting clients in
changing dividend options, account designations, and addresses; and providing
such other services as the Fund reasonably requests. Certain trust clients,
including ERISA plans, will not be effected by the Services Agreement because
the Services Agreement will not be activated unless and until a separate "trust"
class of shares of the Fund (which would not have a Services Agreement) is
created and such trust clients' investments in the Fund are converted to such
class. Administrative Arrangements. The Distributor may also pay financial
institutions as directed by the Adviser a fee based upon the average daily net
asset value of shares of their customers invested in the Fund for providing
administrative services. This fee is in addition to the amounts paid under the
Distribution Plan for administrative services, and, if paid, will be reimbursed
by the Adviser and not the Fund.
Administration of the Fund

Administrative Services. Federated Services Company, Pittsburgh, Pennsylvania, a
subsidiary of Federated Investors, provides the Fund with the administrative
personnel and services necessary to operate the Fund. Such services include
certain legal and accounting services. Federated Services Company provides these
at an annual rate as specified below:
Maximum Average Aggregate Daily
Administrative Fee Net Assets of the Trust
.150 of 1% on the first $250 million
.125 of 1% on the next $250 million
.100 of 1% on the next $250 million
.075 of 1% on assets in excess of $750 million
The administrative fee received during any fiscal year shall be at least $75,000
per Fund. Federated Services Company may choose voluntarily to waive a portion
of its fee.
Brokerage Transactions

When selecting brokers and dealers to handle the purchase and sale of portfolio
instruments, the Adviser looks for prompt execution of the order at a favorable
price. In working with dealers, the Adviser will generally utilize those who are
recognized dealers in specific portfolio instruments, except when a better price
and execution of the order can be obtained elsewhere. In selecting among firms
believed to meet these criteria, the Adviser may give consideration to those
firms which have sold or are selling shares of the Fund and other mutual funds
distributed by Edgewood Services, Inc. or its affiliates. The Adviser makes
decisions on portfolio transactions and select brokers and dealers subject to
review by the Directors.
Expenses of the Fund

Fund shares are sold on days on which the New York Stock Exchange and Federal
Reserve wire system are open for business. Shares of the Fund may be purchased
through WesBanco. In connection with the sale of Fund shares, the Distributor
may, from time to time, offer certain items of nominal value to any shareholder
or investor. The Fund reserves the right to reject any purchase request. By
Telephone. To place an order to purchase Fund shares, call WesMark Funds
Shareholder Services at 1-800-368-3369. Texas residents must purchase shares of
the Fund through the Distributor at 1-888-898-0600. The order must be placed by
4:00 p.m. (Eastern time) for shares to be purchased at that day's price, and
payment is normally expected the next business day. Payment by Wire. To purchase
shares by Federal Reserve Wire, contact your account officer for wiring
instructions. Wire orders will only be accepted on days on which the Fund,
WesBanco and the Federal Reserve Banks are open for business. By Mail. To
purchase shares of the Fund by mail, investors may send an application (for a
new account) and a check made payable to the Fund at: WesMark Funds Shareholder
Services, WesBanco Bank Wheeling, One Bank Plaza, Wheeling, West Virginia 26003.
Orders by mail are considered received after payment by check is converted by
WesBanco into federal funds. This is normally the next business day after
WesBanco receives the check.
Systematic Investment Program

Dividends are declared and paid quarterly. Unless cash payments are requested by
contacting the Fund, dividends and capital gains are automatically reinvested in
additional shares of the Fund on payment dates at net asset value. Distributions
of net long-term capital gains realized by the Fund will be made at least
annually.
Exchange Privilege
You may exchange shares of the Fund for shares of the WesMark West Virginia
Municipal Bond Fund at net asset value without a sales charge, provided you have
received a copy of the current prospectus of the WesMark West Virginia Municipal
Bond Fund, and you meet the investment minimum of the WesMark West Virginia
Municipal Bond Fund. Upon receipt of proper instructions and all necessary
supporting documents, the Fund's shares you submit for exchange will be redeemed
at the next-determined net asset value. Written exchange instructions may
require a signature guarantee. An exchange is treated as a sale for federal
income tax purposes and, depending on the circumstances, you may realize a short
or long-term capital gain or loss. The exchange privilege may be terminated at
any time, and you will be notified of such termination. You may obtain further
information on the exchange privilege by calling WesMark Funds Shareholder
Services. The WesMark Funds currently offer only one class of shares. If each of
the Funds should add a second class of shares, exchanges may be limited to
shares of the same class of each of the WesMark Funds. An authorization form
permitting the Fund to accept telephone exchange requests must first be
completed. It is recommended that investors request this exchange privilege on
the account application at the time of their initial application. If not
completed at the time of initial application, authorization forms and
information on this service can be obtained through WesMark Funds Shareholder
Services. Telephone exchange instructions may be recorded. An excessive number
of exchanges may be disadvantageous to the Fund. Therefore, the Fund, in
addition to its right to reject any exchange request, reserves the right to
modify or terminate the exchange privilege at any time. Shareholders would be
notified prior to any modification or termination.
Redeeming Shares
The Fund redeems shares at their net asset value next determined after the Fund
receives the redemption request. Redemptions will be made on days on which the
Fund computes its net asset value. Requests for redemptions must be received in
proper form and can be made by calling WesBanco or writing directly to the Fund.
By Telephone. A shareholder may redeem shares of the Fund by calling his account
officer or by calling WesMark Funds Shareholder Services at 1-800-368-3369 to
request the redemption. Shares will be redeemed at the net asset value next
determined after the Fund receives the redemption request from WesBanco.
Redemption requests must be received by WesBanco before 4:00 p.m. (Eastern time)
in order for shares to be redeemed at that day's net asset value. Proceeds will
normally be wired the next business day or a check will be sent to the address
of record. WesBanco is responsible for promptly submitting redemption requests
and providing proper redemption instructions to the Fund. If, at any time, the
Fund should determine it necessary to terminate or modify this method of
redemption, shareholders would be promptly notified. An authorization form
permitting the Fund to accept telephone redemption requests must first be
completed. It is recommended that investors request this privilege at the time
of their initial application. If not completed at the time of initial
application, authorization forms and information on this service are available
by calling WesMark Funds Shareholder Services. Telephone redemption instructions
may be recorded. If reasonable procedures are not followed by the Fund, it may
be liable for losses due to unauthorized or fraudulent telephone instructions.
In the event of extraordinary economic or market changes, a shareholder may
experience difficulty in redeeming by telephone. If such a case should occur, it
is recommended that a redemption request be made in writing and be sent by
overnight mail to your account officer at WesBanco. By Mail. Shareholders may
redeem Fund shares by sending a written request to WesMark Funds Shareholder
Services at: WesBanco Bank Wheeling, One Bank Plaza, Wheeling, West Virginia
26003. The written request should include the shareholder's name, the Fund name,
the account number, and the share or dollar amount requested. Shareholders
should call the WesMark Funds Shareholder Services at 1-800-368-3369 for
assistance in redeeming by mail. Shareholders requesting a redemption of any
amount to be sent to an address other than that on record with the Fund or a
redemption payable other than to the shareholder of record must have signatures
on written redemption requests guaranteed by:

o a trust company or commercial bank whose deposits are insured by
the Bank Insurance Fund ("BIF"), which is administered by the
Federal Deposit Insurance Corporation ("FDIC");

o a member of the New York, American, Boston, Midwest, or Pacific
Stock Exchanges;

o a savings bank or savings association whose deposits are insured
by the Savings Association Insurance Fund ("SAIF"), which is
administered by the FDIC; or

o any other "eligible guarantor institution," as defined in the
Securities Exchange Act of 1934.

The Fund will not pay federal income tax because it expects to meet requirements
of the Internal Revenue Code applicable to regulated investment companies and to
receive the special tax treatment afforded to such companies. The Fund will be
treated as a single, separate entity for federal income tax purposes so that
income (including capital gains) and losses realized by the other WesMark Funds
of the Corporation, if any, will not be combined for tax purposes with those
realized by any of the other WesMark Funds, including the Fund. Unless otherwise
exempt, shareholders are required to pay federal income tax on any dividends and
other distributions received, including capital gains distributions. These tax
consequences apply whether dividends are received in cash or as additional
shares. Distributions representing long-term capital gains, if any, will be
taxable to shareholders as long-term capital gains no matter how long shares are
held. Information on the tax status of dividends and distributions is provided
annually.
State and Local Taxes

State laws differ on this issue, and shareholders are urged to consult with
their tax adviser regarding the status of their account under state and local
tax laws, including treatment of distributions as income or return of capital.
Performance Information
From time to time, the Fund advertises its total return, yield, and
tax-equivalent yield. Total return represents the change, over a specific period
of time, in the value of an investment in the Fund after reinvesting all income
and capital gains distributions. It is calculated by dividing that change by the
initial investment and is expressed as a percentage. The yield of the Fund is
calculated by dividing the net investment income per share (as defined by the
Securities and Exchange Commission) earned by the Fund over a thirty-day period
by the offering price per share of the Fund on the last day of the period. This
number is then annualized using semi-annual compounding. The tax-equivalent
yield of the Fund is calculated similarly to the yield, but is adjusted to
reflect the taxable yield that the Fund would have had to earn to equal its
actual yield, assuming a specific tax rate. The yield and the tax-equivalent
yield do not necessarily reflect income actually earned by the Fund and,
therefore, may not correlate to the dividends or other distributions paid to
shareholders. From time to time, advertisements for the Fund may refer to
ratings, rankings, and other information in certain financial publications
and/or compare the Fund's performance to certain indices.
Performance Information for Common Trust Funds

The Fund is the successor to common trust funds ("CTFs") that were managed by
the Adviser. It is anticipated that, at the Fund's commencement of operations,
the assets from the CTFs will have been transferred to the Fund in exchange for
Fund shares. Set forth below are certain performance data for these CTFs. This
information is deemed relevant because the CTFs have been managed using
substantially the same investment objective, policies, and limitations as those
used by the Fund. The CTFs were not registered under the Investment Company Act
of 1940. For this and other reasons, the past performance data shown below is
not necessarily indicative of the Fund's future performance. The Fund is
actively managed, and its investments will vary from time to time. The Fund's
investments are not identical to the past portfolio investments of the CTFs.
Moreover, the CTFs did not incur expenses that correspond to the advisory,
administrative, and other fees to which the Fund is subject. Accordingly, the
performance information shown below has been adjusted to reflect the anticipated
total expense ratio for the Fund.

Average Annual Total Return
for the period ending December 31, 1996*
<TABLE>
<CAPTION>

CTFs 1 Year 5 Years 10 Years Since Inception
WesBanco Common Trust Fund B
Inception: November 1967 23.61% 12.37% 13.25% 8.32%

WesBanco Equity Fund
Inception: June 1973 22.53% 11.88% 12.79% 12.15%
</TABLE>

*The Average Annual Total Return for each CTF has been adjusted to
reflect the Fund's anticipated expenses, net of voluntary waivers.

<PAGE>

<S> <C>

WesMark Growth Fund 100,000
Liabilities: ----
Net Assets for 10,000 shares outstanding $ 100,000
Net Assets Consist of:
Paid in capital $ 100,000
Net Asset Value, Offering Price and Redemption Proceeds Per Share:
$100,000 / 10,000 shares outstanding $ 10.00
</TABLE>

Notes:
(1) WesMark Growth Fund (the "Fund") is a diversified portfolio of WesMark Funds
(the "Trust"), an open-end management investment company (a mutual fund). The
Trust was established as a Massachusetts business trust under a Declaration of
Trust dated March 1, 1996 and is registered under the Investment Company Act of
1940, as amended. The Fund has had no operations since that date other than
those relating to organizational matters, including the issuance on January 15,
1997, of 10,000 shares at $10.00 per share to Federated Administrative Services,
the administrator of the Trust ("Administrator"), the proceeds of which were
used to purchase U.S. Treasury Bills. Organizational expenses estimated at
$21,000, were borne initially by the Administrator. The Fund has agreed to
reimburse the Administrator for the organizational expenses during the five year
period following the date the Fund's registration statement first became
effective.

(2) Reference is made to the "Management of the Trust" (on page 9),
"Administration of the Fund" (on page 11), and "Tax Information" (on page 17) in
the prospectus for descriptions of the investment advisory fee, administrative
and other services and federal tax aspects of the Fund.

(3) Certain of the Officers and Trustees of the Trust are Officers and
Directors or Trustees of the Administrator.

(4) Investment Valuations - Short-term securities with remaining maturities of
sixty days or less.

<PAGE>

Independent Auditors' Report

To the Board of Trustees of the WESMARK FUNDS and the Shareholder of
WESMARK GROWTH FUND:

We have audited the accompanying statement of assets and liabilities of
WesMark Growth Fund as of January 15, 1997. This financial statement is
the responsibility of the Fund's management. Our responsibility is to
express an opinion on this financial statement based on our audit.

We conducted our audit 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 statement is
free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statement. 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 audit
provides a reasonable basis for our opinion.

In our opinion, such statement of assets and liabilities presents fairly, in all
material respects, the financial position of WesMark Growth Fund as of January
15, 1997, in conformity with generally accepted accounting principles.
DELOITTE & TOUCHE LLP
Pittsburgh, Pennsylvania
January 30, 1997

<PAGE>

<S> <C>
Addresses
WesMark Growth Fund
Federated Investors Tower
Pittsburgh, Pennsylvania 15222-3779

Distributor
Edgewood Services, Inc. Clearing Operations
P.O. Box 897
Pittsburgh, Pennsylvania 15230-0897

Investment Adviser
WesBanco Bank Wheeling One Bank Plaza
Wheeling, West Virginia 26003

Custodian
WesBanco Bank Wheeling One Bank Plaza
Wheeling, West Virginia 26003

Transfer Agent and Dividend Disbursing Agent
Federated Shareholder
Services Company Federated Investors Tower
Pittsburgh, Pennsylvania 15222-3779

Portfolio Accounting Services
Federated Services Company Federated Investors Tower
Pittsburgh, Pennsylvania 15222-3779

Independent Auditors
Deloitte & Touche LLP 2500 One PPG Place
Pittsburgh, PA 15222

</TABLE>

<PAGE>

Prospectus

A Diversified Portfolio of WesMark Funds, an
Open-End, Management Investment Company

March 12, 1997

[GRAPHIC OMITTED]

[GRAPHIC OMITTED] EDGEWOOD SERVICES, INC.

Distributor WesBanco Bank Wheeling
A subsidiary of FEDERATED INVESTORSInvestment Adviser
Federated Investors Tower
Pittsburgh, PA 15222-3779
CUSIP 951025204
G01912-01 (3/97)

WesMark Growth Fund

(A Portfolio of WesMark Funds)
Supplement to Statement of Additional Information dated March 12, 1997

A. Please insert the following two sentences to the end of the section entitled
"Portfolio Turnover" on page 6 of the Statement of Additional Information:

"For the period from April 14, 1997 (date of initial public investment) to
July 31, 1997, the Fund's portfolio turnover rate was 31%. The portfolio
turnover rate is representative of only four months of investment activity."

B. Please replace the second sentence under the sub-section entitled "Lending
Cash or Securities" under the section entitled "Investment Limitations" on page
6 of the Statement of Additional Information with the following:

"The Fund may, however, acquire publicly or non-publicly issued debt
securities or enter into repurchase agreements in accordance with its investment
objective, policies, and limitations or the Declaration of Trust."

C. Please insert the following information as a second paragraph under the
section entitled "Fund Ownership" on page 11 of the Statement of Additional
Information:

"As of September 2, 1997 the following shareholder of record owned 5% or
more of the outstanding shares of the Fund: Dolling & Co., Wheeling, West
Virginia, owned approximately 614,014 shares (6.80%)."

D. Please insert the following information as the second paragraph under the
sub-section entitled "Advisory Fees" under the section entitled "Investment
Advisory Services" on page 13 of the Statement of Additional Information:

"For the period from April 14, 1997 (date of initial public investment) to
July 31, 1997, the Fund's adviser earned $213,667, of which $0 was voluntarily
waived."

E. Please delete the sentence under the sub-section entitled "Fund
Administration" under the main section entitled "Other Services" on page 13 of
the Statement of Additional Information and replace with the following:

"Federated Administrative Services, a subsidiary of Federated Investors,
provides administrative personnel and services to the Fund for a fee as
described in the prospectus.

For the period from April 14, 1997 (date of initial public investment) to
July 31, 1997, the Fund incurred costs for administrative services of $42,733."

<PAGE>

F. Please insert the following information as a final paragraph under the
section entitled "Brokerage Transactions" which begins on page 13 of the
Statement of Additional Information:

"For the period from April 14, 1997 (date of initial public investment) to
July 31, 1997, the Fund paid $38,607 in brokerage commissions."

G. Please insert the following information as a final paragraph under the
sub-section entitled "Distribution and Shareholder Services Plans" under the
section "Purchasing Shares" on page 14 of the Statement of Additional
Information:

"For the period from April 14, 1997 (date of initial public investment) to
July 31, 1997, the Fund paid no fees pursuant to the Distribution and
Shareholder Services Plans."

H. Please insert the following information as the first paragraph under the
section entitled "Total Return" on page 16 of the Statement of Additional
Information:

"For the period from April 14, 1997 (date of initial public investment) to
July 31, 1997, the Fund's cumulative total return was 20.64%.

I. Please insert the following information as the first paragraph under the
section entitled "Yield" on page 17 of the Statement of Additional Information:

"The Fund's 30-day SEC yield at July 31, 1997 was 1.14%."

September 30, 1997

EDGEWOOD SERVICES, INC.
Distributor

Cusip 951025204
G02160-04 (9/97)

[GRAPHIC OMITTED]

WesMark Growth Fund

(A Portfolio of WesMark Funds)

Statement of Additional Information

This Statement of Additional Information should be read with the
prospectus of WesMark Growth Fund (the "Fund") dated March 12, 1997. This
Statement is not a prospectus itself. You may request a copy of the
prospectus or a paper copy of this Statement of Additional Information, if
you have received it electronically, free of charge by calling the WesMark
Funds Shareholder Services at 1-800-368-3369. Terms used but not defined
herein have the same meaning as defined in the
prospectus.

Federated Investors Tower
Pittsburgh, Pennsylvania 15222-3779

Statement dated March 12, 1997

EDGEWOOD SERVICES, INC.
Distributor
A subsidiary of FEDERATED INVESTORS

<PAGE>

Table of Contents
- --------------------------------------------------------------------------------
1
General Information About the Fund 1
Investment Objective and Policies 1
Acceptable Investments 1
Equity Securities 1
U.S. Government Securities 1
Convertible Securities 1
Foreign Securities 1
When-Issued and Delayed Delivery Transactions 2
Repurchase Agreements 2
Reverse Repurchase Agreements 2
Futures and Options Transactions 2
Lending of Portfolio Securities 5
Restricted and Illiquid Securities 5
Warrants 6
Portfolio Turnover 6
Investment Limitations 6
WesMark Funds Management 8
Fund Ownership 12
Trustees Compensation 13
Trustee Liability 14
Investment Advisory Services 14
Adviser to the Fund 14
Advisory Fees 14
Other Services 14
Fund Administration 14
Custodian 14
Transfer Agent,Dividend Disbursing Agent, and
Portfolio Accounting Services 14
Independent Auditors 14

Brokerage Transactions 14
Purchasing Shares 15
Distribution and Shareholder Services Plans 15
Administrative Arrangements 15
Conversion to Federal Funds 15
Determining Net Asset Value 16
Determining Market Value of Securities 16
Valuing Futures and Options 16
Redeeming Shares 16
Redemption in Kind 16
Massachusetts Partnership Law 17
Tax Status 17
The Fund's Tax Status 17
Shareholders' Tax Status 17
Total Return 17
Yield 18
Performance Comparisons 18
Economic and Market Information 19
Appendix 20

<PAGE>

General Information About the Fund
The Fund is a portfolio in WesMark Funds (the "Trust") which was established as
a Massachusetts business trust under a Declaration of Trust dated March 1, 1996.
Investment Objective and Policies
The Fund's investment objective is appreciation of capital. The objective cannot
be changed without approval of shareholders.
Acceptable Investments

The Fund invests primarily in a diversified portfolio of equity securities of
companies with prospects for above-average growth in earnings and dividends.
Equity Securities

The Fund may invest in equity securities of U.S. companies, including common
stocks, preferred stocks, and securities that are convertible into common
stocks.
U.S. Government Securities

The types of U.S. government securities in which the Fund may invest
generally include direct obligations of the U.S. Treasury (such as U.S. Treasury
bills, notes, and bonds) and obligations issued or guaranteed by U.S. government
agencies or instrumentalities. These securities are backed by:

o the full faith and credit of the U.S. Treasury (such as Farmers
Home Administration and Government National Mortgage Association;

o the issuer's right to borrow from the U.S. Treasury (such as
Farmers Home Administration);

o the discretionary authority of the U.S. government to purchase
certain obligations of agencies or instrumentalities (such as
Federal Home Loan Banks and Farmers Home Administration); or o
the credit of the agency or instrumentality issuing the
obligations (such as Federal Home Loan Banks, Farmers Home
Administration, Farm Credit Banks, Federal National Mortgage
Association, and Federal Home Loan Mortgage Corporation).
Convertible Securities

When owned as part of a unit along with warrants, which entitle the holder to
buy the common stock, convertible securities function as convertible bonds,
except that the warrants generally will expire before the bonds' maturity. The
Fund will exchange or convert the convertible securities held in its portfolio
into shares of the underlying common stocks when, in the Adviser's opinion, the
investment characteristics of the underlying common shares will assist the Fund
in achieving its investment objective. Otherwise, the Fund will hold or trade
the convertible securities. In evaluating these matters with respect to a
particular convertible security, the Fund's Adviser considers numerous factors,
including the economic and political outlook, the value of the security relative
to other investment alternatives, trends in the determinants of the issuer's
profits, and the issuer's management capability and practices.
Foreign Securities

Investments in foreign securities, particularly those of non-governmental
issuers, involve considerations which are not ordinarily associated with
investments in domestic issues. These considerations include the possibility of
expropriation, the unavailability of financial information or the difficulty of
interpreting financial information prepared under foreign accounting standards,
less liquidity and more volatility in foreign securities markets, the impact of
political, social, or diplomatic developments, and the difficulty of assessing
economic trends in foreign countries. It may also be more difficult to enforce
contractual obligations abroad than would be the case in the United States
because of differences in the legal systems. Transaction costs in foreign
securities may be higher. the adviser will consider these and other factors
before investing in foreign securities and will not make such investments
unless, in its opinion, such investment will meet the Fund's standards and
objectives. ECDs, ETDs, Yankee CDs, and Europaper are subject to somewhat
different risks than domestic issuers. Examples of these risks include
international, economic, and political developments, foreign governmental
restrictions that may adversely affect the payment of principal or interest,
foreign withholding or other taxes on interest income, difficulties in obtaining
or enforcing a judgment against the issuing bank and the possible impact of
interruptions in the flow of international currency transactions. Different
risks may also exist for ECDs, ETDs, and Yankee CDs because the banks issuing
instruments, or their domestic or foreign branches, are not necessarily subject
to the same regulatory requirements that apply to domestic banks, such as
reserve requirements, loan limitations, examinations, accounting, auditing, and
recordkeeping, and the public availability of information. These factors will be
carefully considered by the Fund's adviser in selecting these investments.
When-Issued and Delayed Delivery Transactions

The Fund may engage in futures and options transactions as described below. As a
means of reducing fluctuations in the net asset value of shares of the Fund, the
Fund may attempt to hedge all or a portion of its portfolio by buying and
selling financial and stock index futures contracts, buying put and call options
on portfolio securities and put options on financial futures contracts, and
writing call options on futures contracts. The Fund may also write covered put
and call options on portfolio securities to attempt to increase its current
income or to hedge a portion of its portfolio investments. The Fund will
maintain its positions in securities, option rights, and segregated cash subject
to puts and calls until the options are exercised, closed, or have expired. An
option position on futures contracts may be closed out over-the-counter or on a
nationally recognized exchange which provides a secondary market for options of
the same series. The Fund purchases and writes options only with investment
dealers and other financial institutions (such as commercial banks or savings
associations) deemed creditworthy by the Adviser.
Futures Contracts

The Fund may purchase and sell financial futures contracts to hedge
against the effects of changes in the value of portfolio securities due
to anticipated changes in interest rates and market conditions without
necessarily buying or selling the securities. The Fund also may
purchase and sell stock index futures to hedge against changes in
prices. The Fund will not engage in futures transactions for
speculative purposes.

A futures contract is a firm commitment by two parties: the seller who
agrees to make delivery of the specific type of security called for in
the contract ("going short") and the buyer who agrees to take delivery
of the security ("going long") at a certain time in the future. For
example, in the fixed income securities market, prices move inversely
to interest rates. A rise in rates means a drop in price. Conversely, a
drop in rates means a rise in price. In order to hedge its holdings of
fixed income securities against a rise in market interest rates, the
Fund could enter into contracts to deliver securities at a
predetermined price (i.e., "go short") to protect itself against the
possibility that the prices of its fixed income securities may decline
during the Fund's anticipated holding period. The Fund would "go long"
(agree to purchase securities in the future at a predetermined price)
to hedge against a decline in market interest rates.

Stock index futures contracts are based on indices that reflect the
market value of common stock of the firms included in the indices. An
index futures contract is an agreement pursuant to which two parties
agree to take or make delivery of an amount of cash equal to the
differences between the value of the index at the close of the last
trading day of the contract and the price at which the index contract
was originally written.

"Margin" in Futures Transactions

Unlike the purchase or sale of a security, the Fund does not pay or
receive money upon the purchase or sale of a futures contract. Rather,
the Fund is required to deposit an amount of "initial margin" in cash
or U.S. Treasury bills with its custodian (or the broker, if legally
permitted). The nature of initial margin in futures transactions is
different from that of margin in securities transactions in that
initial margin in futures transactions does not involve the borrowing
of funds by the Fund to finance the transactions. Initial margin is in
the nature of a performance bond or good faith deposit on the contract
which is returned to the Fund upon termination of the futures contract,
assuming all contractual obligations have been satisfied.

Put Options on Futures Contracts

The Fund may purchase listed put options on financial futures contracts
to protect portfolio securities against decreases in value resulting
from market factors, such as an anticipated increase in interest rates.
Unlike entering directly into a futures contract, which requires the
purchaser to buy a financial instrument on a set date at a specified
price, the purchase of a put option on a futures contract entitles (but
does not obligate) its purchaser to decide on or before a future date
whether to assume a short position at the specified price.

Generally, if the hedged portfolio securities decrease in value during
the term of an option, the related futures contracts will also decrease
in value and the option will increase in value. In such an event, the
Fund will normally close out its option by selling an identical option.
If the hedge is successful, the proceeds received by the Fund upon the
sale of the second option will be large enough to offset both the
premium paid by the Fund for the original option plus the decrease in
value of the hedged securities.

Alternatively, the Fund may exercise its put option to close out the
position. To do so, it would simultaneously enter into a futures
contract of the type underlying the option (for a price less than the
strike price of the option) and exercise the option. The Fund would
then deliver the futures contract in return for payment of the strike
price. If the Fund neither closes out nor exercises an option, the
option will expire on the date provided in the option contract, and
only the premium paid for the contract will be lost.

Stock Index Options

The Fund may purchase put options on stock indices listed on national
securities exchanges or traded in the over-the-counter market to
protect against decreases in stock prices. A stock index fluctuates
with changes in the market values of the stocks included in the index.

The effectiveness of purchasing stock index options will depend upon
the extent to which price movements in the Fund's portfolio correlate
with price movements of the stock index selected. Because the value of
an index option depends upon movements in the level of the index rather
than the price of a particular stock, whether the Fund will realize a
gain or loss from the purchase of options on an index depends upon
movements in the level of stock prices in the stock market generally
or, in the case of certain indices, in an industry or market segment,
rather than movements in the price of a particular stock. Accordingly,
successful use by the Fund of options on stock indices will be subject
to the ability of the Adviser to predict correctly movements in the
directions of the stock market generally or of a particular industry.
This requires different skills and techniques than predicting changes
in the price of individual stocks.

Call Options on Financial and Stock Index Futures Contracts

In addition to purchasing put options on futures, the Equity Fund may
write (sell) listed and over-the-counter call options on financial and
stock index futures contracts (including cash-settled stock index
options) to hedge its portfolio against an increase in market interest
rates or a decrease in stock prices. When the Fund writes a call option
on a futures contract, it is undertaking the obligation of assuming a
short futures position (selling a futures contract) at the fixed strike
price at any time during the life of the option if the option is
exercised. As stock prices fall or market interest rates rise, causing
the prices of futures to go down, the Fund's obligation under a call
option on a future (to sell a futures contract) costs less to fulfill,
causing the value of the Fund's call option position to increase. In
other words, as the underlying futures price goes down below the strike
price, the buyer of the option has no reason to exercise the call, so
that the Fund keeps the premium received for the option. This premium
can substantially offset the drop in value of the Fund's portfolio
securities.

Prior to the expiration of a call written by the Fund, or exercise of
it by the buyer, the Fund may close out the option by buying an
identical option. If the hedge is successful, the cost of the second
option will be less than the premium received by the Fund for the
initial option. The net premium income of the Fund will then
substantially offset the decrease in value of the hedged securities.

Purchasing Put and Call Options on Portfolio Securities

The Fund may purchase put and call options on portfolio securities to
protect against price movements in particular securities in its
portfolio. A put option gives the Fund, in return for a premium, the
right (but not the obligation) to sell the underlying security to the
writer (seller) at a specified price during the term of the option. A
call option gives the Fund, in return for a premium, the right (but not
the obligation) to buy the underlying securities from the seller at a
specified price during the term of the option.

Writing Covered Put and Call Options on Portfolio Securities

The Fund may also write covered put and call options to generate income
and thereby protect against price movements in particular securities in
the Fund's portfolio. As the writer of a call option, the Fund has the
obligation upon exercise of the option during the option period to
deliver the underlying security upon payment of the exercise price.
When the Fund writes a put option on a futures contract, it is
undertaking to buy a particular futures contract at a fixed price at
any time during a specified period if the option is exercised.

The Fund may only write call options either on securities held in its
portfolio or on securities which it has the right to obtain without
payment of further consideration (or has segregated cash in the amount
of any additional consideration). In the case of put options, the Fund
will segregate cash or U.S. Treasury obligations with a value equal to
or greater than the exercise price of the underlying securities.

Over-the-Counter Options

The Fund may purchase and write over-the-counter options on portfolio
securities in negotiated transactions with the buyers or writers of the
options when options on the portfolio securities held by the Fund are
not traded on an exchange. Over-the-counter options are two-party
contracts with price and terms negotiated between buyer and seller. In
contrast, exchange-traded options are third-party contracts with
standardized strike prices and expiration dates and are purchased from
a clearing corporation. Exchange-traded options have a continuous
liquid market while over-the-counter options may not. The Fund will not
buy call options or write put options, other than to close out open
option positions, without further notification to shareholders.

Risks

When the Fund uses futures and options on futures as hedging devices,
there is a risk that the prices of the securities subject to the
futures contracts may not correlate perfectly with the prices of the
securities in the Fund's portfolio. This may cause the futures contract
and any related options to react differently than the portfolio
securities to market changes. In addition, the Adviser could be
incorrect in its expectations about the direction or extent of market
factors such as stock price movements. In these events, the Fund may
lose money on the futures contract or option.

It is not certain that a secondary market for positions in futures contracts or
for options will exist at all times. Although the Adviser will consider
liquidity before entering into these transactions, there is no assurance that a
liquid secondary market on an exchange or otherwise will exist for any
particular futures contract or option at any particular time. The Fund's ability
to establish and close out futures and options positions depends on this
secondary market. The Fund may not purchase or sell futures contracts or related
options if immediately thereafter the sum of the amount of margin deposits on
the Fund's existing futures positions and premiums paid for related options
would exceed 5% of the market value of the Fund's total assets. When the Fund
purchases futures contracts, an amount of cash and cash equivalents, equal to
the underlying commodity value of the futures contracts (less any related margin
deposits), will be deposited in a segregated account with the custodian (or the
broker, if legally permitted) to collateralize the position and thereby insure
that the use of such futures contracts are unleveraged. When the Fund sells
futures contracts, it will either own or have the right to receive the
underlying future or security, or will make deposits to collateralize the
position as discussed above.
Lending of Portfolio Securities

o the number of dealers willing to purchase or sell the security
and the number of other potential buyers;

o dealer undertakings to make a market in the security; and

o the nature of the security and the nature of the marketplace
trades.

Warrants

The Fund may invest in warrants. Warrants provide an option to purchase common
stock at a specific price (usually at a premium above the market value of the
optioned common stock at issuance) valid for a specific period of time. Warrants
may have a life ranging from less than a year to twenty years or may be
perpetual. However, most warrants have expiration dates after which they are
worthless. In addition, if the market price of the common stock does not exceed
the warrant's exercise price during the life of the warrant, the warrant will
expire as worthless. Warrants have no voting rights, pay no dividends, and have
no rights with respect to the assets of the corporation issuing them. The
percentage increase or decrease in the market price of the warrant may tend to
be greater than the percentage increase or decrease in the market price of the
underlying common stock.
Portfolio Turnover

Although the Funds do not intend to invest for the purpose of seeking short-term
profits, securities in their portfolios will be sold whenever the investment
adviser believes it is appropriate to do so in light of a Fund's investment
objective, without regard to the length of time a particular security may have
been held.
Investment Limitations
Selling Short and Buying on Margin

Issuing Senior Securities and Borrowing Money

The Fund will not issue senior securities, except that the Fund may
borrow money in amounts up to one-third of the value of its total assets,
including the amounts borrowed.

Underwriting

Investing in Real Estate

The Fund will not buy or sell real estate, although it may invest in
municipal bonds secured by real estate or interests in real estate.

Investing in Commodities

Lending Cash or Securities

Concentration of Investments

The Fund will not purchase securities if, as a result of such purchase,
25% or more of the value of its total assets would be invested in any
one industry. However, the Fund may invest as temporary investments
more than 25% of the value of its assets in cash or cash items,
securities issued or guaranteed by the U.S. government, its agencies,
or instrumentalities, or instruments secured by these money market
instruments, such as repurchase agreements.

Investing in Illiquid Securities

Investing in Securities of Other Investment Companies

<PAGE>

WesMark Funds Management
Officers and Trustees are listed with their addresses, birthdates, present
positions with WesMark Funds, and principal occupations.

John F. Donahue@*
Federated Investors Tower
Pittsburgh, PA
Birthdate: July 28, 1924
Chairman and Trustee
Chairman and Trustee, Federated Investors, Federated Advisers, Federated
Management, and Federated Research; Chairman and Director, Federated Research
Corp. and Federated Global Research Corp.; Chairman, Passport Research, Ltd.;
Chief Executive Officer and Director or Trustee of the Funds. Mr. Donahue is the
father of J. Christopher Donahue, Executive Vice President of the Trust.

John T. Conroy, Jr.
Wood/IPC Commercial Department
John R. Wood and Associates, Inc., Realtors
3255 Tamiami Trail North
Naples, FL
Birthdate: June 23, 1937
Trustee
President, Investment Properties Corporation; Senior Vice-President, John R.
Wood and Associates, Inc., Realtors; Partner or Trustee in private real estate
ventures in Southwest Florida; President, Naples Property Management, Inc. and
Northgate Village Development Corporation; Director or Trustee of the Funds.

<PAGE>

James E. Dowd
571 Hayward Mill Road
Concord, MA
Birthdate: May 18, 1922
Trustee
Attorney-at-law; Director, The Emerging Germany Fund, Inc.; Director or Trustee
of the Funds.

<PAGE>

J. Christopher Donahue
Federated Investors Tower
Pittsburgh, PA
Birthdate: April 11, 1949
Executive Vice President
President and Trustee, Federated Investors, Federated Advisers, Federated
Management, and Federated Research; President and Director, Federated Research
Corp. and Federated Global Research Corp.; President, Passport Research, Ltd.;
Trustee, Federated Shareholder Services Company and Federated Shareholder
Services; Director, Federated Services Company; President or Executive Vice
President of the Funds; Director or Trustee of some of the Funds. Mr. Donahue is
the son of John F. Donahue, Chairman and Trustee of the Trust.

C. Christine Thomson
Federated Investors Tower
Pittsburgh, PA
Birthdate: September 1, 1957

Vice President and Assistant Treasurer

Vice President and Assistant Treasurer of some of the Funds.

* This Trustee is deemed to be an "interested person" as defined in the
Investment Company Act of 1940.

@ Member of the Executive Committee. The Executive Committee of the Board of
Trustees handles the responsibilities of the Board between meetings of the
Board.

<PAGE>

As used in the table above, "The Funds" and "Funds" mean the following
investment companies: 111 Corcoran Funds; Annuity Management Series; Arrow
Funds; Automated Government Money Trust; Blanchard Funds; Blanchard Precious
Metals Fund, Inc.; Cash Trust Series II; Cash Trust Series, Inc. ; DG Investor
Series; Edward D. Jones & Co. Daily Passport Cash Trust; Federated Adjustable
Rate U.S. Government Fund, Inc.; Federated American Leaders Fund, Inc.;
Federated ARMs Fund; Federated Equity Funds; Federated Equity Income Fund, Inc.;
Federated Fund for U.S. Government Securities, Inc.; Federated GNMA Trust;
Federated Government Income Securities, Inc.; Federated Government Trust;
Federated High Income Bond Fund, Inc.; Federated High Yield Trust; Federated
Income Securities Trust; Federated Income Trust; Federated Index Trust;
Federated Institutional Trust; Federated Insurance Series; Federated Investment
Portfolios; Federated Investment Trust; Federated Master Trust; Federated
Municipal Opportunities Fund, Inc.; Federated Municipal Securities Fund, Inc.;
Federated Municipal Trust; Federated Short-Term Municipal Trust; Federated
Short-Term U.S. Government Trust; Federated Stock and Bond Fund, Inc.; Federated
Stock Trust; Federated Tax-Free Trust; Federated Total Return Series, Inc.;
Federated U.S. Government Bond Fund; Federated U.S. Government Securities Fund:
1-3 Years; Federated U.S. Government Securities Fund: 2-5 Years; Federated U.S.
Government Securities Fund: 5-10 Years; Federated Utility Fund, Inc.; First
Priority Funds; Fixed Income Securities, Inc.; High Yield Cash Trust;
Intermediate Municipal Trust; International Series, Inc.; Investment Series
Funds, Inc.; Investment Series Trust; Liberty Term Trust, Inc. - 1999; Liberty
U.S. Government Money Market Trust; Liquid Cash Trust; Managed Series Trust;
Money Market Management, Inc.; Money Market Obligations Trust; Money Market
Trust; Municipal Securities Income Trust; Newpoint Funds; Peachtree Funds; RIMCO
Monument Funds; Targeted Duration Trust; Tax-Free Instruments Trust; The
Planters Funds; The Starburst Funds; The Starburst Funds II; The Virtus Funds;
Trust for Financial Institutions; Trust for Government Cash Reserves; Trust for
Short-Term U.S. Government Securities; Trust for U.S. Treasury Obligations; and
World Investment Series, Inc.
Fund Ownership

Officers and Trustees own less than 1% of the Fund's outstanding shares.

<PAGE>

Trustees Compensation

AGGREGATE
NAME , COMPENSATION
POSITION WITH FROM
TRUST TRUST*

John F. Donahue $ 0
Chairman and Trustee

Thomas G. Bigley $ 0
Trustee

John T. Conroy, Jr. $ 0
Trustee

William J. Copeland $ 0
Trustee

James E. Dowd $ 0
Trustee

Lawrence D. Ellis, M.D. $ 0
Trustee

Edward L. Flaherty, Jr. $ 0
Trustee

Edward C. Gonzales $ 0
President, Treasurer, and
Trustee

Peter E. Madden $ 0
Trustee

Gregor F. Meyer $ 0
Trustee

John E. Murray, Jr. $ 0
Trustee

Wesley W. Posvar $ 0
Trustee

Marjorie P. Smuts $ 0
Trustee

*The aggregate compensation is provided for the Trust which is comprised of two
portfolios. Information is furnished for the fiscal year ending January 31,
1998.

<PAGE>

Trustee Liability

For its advisory services, the Adviser receives an annual investment advisory
fee as described in the prospectus.
Other Services
Fund Administration

Federated Services Company, a subsidiary of Federated Investors, provides
administrative personnel and services to the Fund for a fee as described in the
prospectus.
Custodian

<PAGE>

Determining Net Asset Value
Net asset value generally changes each day. The days on which net asset value is
calculated by the Fund are described in the prospectus.
Determining Market Value of Securities

Market or fair values of the Fund's portfolio securities, other than
options, are determined as follows: o for equity securities,
according to the last sale price on a national securities exchange,
if applicable;

o in the absence of recorded sales for listed equity securities,
according to the mean between the last closing bid and asked prices;

o for unlisted equity securities, latest bid prices;

o for bonds and other fixed income securities, as determined by a
n independent pricing service;

o for short-term obligations, according to the mean between bid and
asked prices as furnished by an independent pricing service, or
for short-term obligations with remaining maturities of 60 days
or less at the time of purchase, at amortized cost; or

o for all other securities, at fair value as determined in good
faith by the Board Members.

Prices provided by independent pricing services may be determined without
relying exclusively on quoted prices and may reflect: institutional trading in
similar groups of securities, yield, quality, coupon rate, maturity, type of
issue, trading characteristics, and other market data.
Valuing Futures and Options

o derive at least 90% of its gross income from dividends, interest,
and gains from the sale of securities;

o derive less than 30% of its gross income from the sale of
securities held less than three months;

o invest in securities within certain statutory limits; and

o distribute to its shareholders at least 90% of its net income
earned during the year.

Shareholders' Tax Status

No portion of any income dividend paid by the Fund is eligible for the dividends
received deductions available to corporations.
Capital Gains

o the availability of higher relative yields;

o differentials in market values;

o new investment opportunities;

o changes in creditworthiness of an issuer; or

o an attempt to preserve gains or limit losses.

Distribution of long-term capital gains are taxed as such, whether they
are taken in cash or reinvested, and regardless of the length of time the
shareholder has owned the shares.

Total Return
The average annual total return for the Fund is the average compounded rate of
return for a given period that would equate a $1,000 initial investment to the
ending redeemable value of that investment. The ending redeemable value is
computed by multiplying the number of shares owned at the end of the period by
the net asset value per share at the end of the period. The number of shares
owned at the end of the period is based on the number of shares purchased at the
beginning of the period with $1,000 adjusted over the period by any additional
shares, assuming the monthly reinvestment of all dividends and distributions.
Yield
The yield for the Fund is determined by dividing the net investment income per
share (as defined by the Securities and Exchange Commission) earned by the Fund
over a thirty-day period by the maximum offering price per share on the last day
of the period. This value is then annualized using semi-annual compounding. This
means that the amount of income generated during the thirty-day period is
assumed to be generated each month over a twelve-month period and is reinvested
every six months. The yield does not necessarily reflect income actually earned
by the Fund because of certain adjustments required by the Securities and
Exchange Commission and, therefore, may not correlate to the dividends or other
distributions paid to shareholders. To the extent that financial institutions
and broker/dealers charge fees in connection with services provided in
conjunction with an investment in the Fund, the performance will be reduced for
those shareholders paying those fees.
Performance Comparisons
The Fund's performance depends upon such variables as:
o portfolio quality;

o average portfolio maturity;

o type of instruments in which the portfolio is invested;

o changes in interest rates and market value of portfolio
securities;

o changes in the Fund's expenses; and

o various other factors.

The Fund's performance fluctuates on a daily basis largely because net earnings
and offering price per share fluctuate daily. Both net earnings and offering
price per share are factors in the computation of yield and total return as
described below. Investors may use financial publications and/or indices to
obtain a more complete view of the Fund's performance. When comparing
performance, investors should consider all relevant factors, such as the
composition of any index used, prevailing market conditions, portfolio
compositions of other funds, and methods used to value portfolio securities and
compute offering price. The financial publications and/or indices which the Fund
uses in advertising may include:
o Lipper Analytical Services, Inc. ranks funds in various fund
categories by making comparative calculations using total
return. Total return assumes the reinvestment of all capital
gains distributions and income dividends and takes into account
any change in net as set value over a specific period of time.
From time to time, the Fund will quote its Lipper ranking in the
"growth funds" category in advertising and sales literature.

o Russell 1000 Growth Index consists of those Russell 2000 securities
with a greater-than-average growth orientation. Securities in this
index tend to exhibit higher price-to-book and price-earnings ratios,
lower dividend yields and higher forecasted growth rates.

o Russell 2000 Index is a broadly diversified index consisting of
approximately 2,000 small capitalization common stocks that can
be used to compare to the total returns of funds whose portfolios
are invested primarily in small capitalization common stocks.

o Consumer Price Index is generally considered to be a measure of
inflation.

o Dow Jones Industrial Average ("DJIA") is an unmanaged index
representing share prices of major industrial corporations,
public utilities, and transportation companies. Produced by the
Dow Jones & Company, it is cited as a principal indicator of
market conditions.

o Standard & Poor's Daily Stock Price Index Of 500 Common Stocks,
a composite index of common stocks in industry, transportation,
financial, and public utility companies. The Standard & Poor's
index assumes reinvestment of all dividends paid by stocks
listed on the index. Taxes due on any of these distributions are
not included, nor are brokerage or other fees calculated in the
Standard & Poor's figures.

o Bank Rate Monitor National Index, Miami Beach, Florida, is a
financial reporting service which publishes weekly average rates
of 50 leading bank and thrift institution money market deposit
accounts. The rates published in the index are an average of the
personal account rates offered on the Wednesday prior to the
date of publication by ten of the largest banks and thrifts in
each of the five largest Standard Metropolitan Statistical
Areas. Account minimums range upward from $2,500 in each
institution and compounding methods vary. If more than one rate
is offered, the lowest rate is used. Rates are subject to change
at any time specified by the institution.

o The S&P/BARRA Value Index and the S&P/BARRA Growth Index are
constructed by Standard & Poor's and BARRA, Inc., an investment
technology and consulting company, by separating the S&P 500
Index into value stocks and growth stocks. The S&P/BARRA Growth
and S&P/BARRA Value Indices are constructed by dividing the
stocks in the S&P 500 Index according to their price-to-book
ratios. The S&P/BARRA Growth Index, contains companies with
higher price-to-earnings ratios, low dividends yields, and high
earnings growth (concentrated in electronics, computers, health
care, and drugs). The Value Index contains companies with lower
price-to-book ratios and has 50% of the capitalization of the
S&P 500 Index. These stocks tend to have lower price-to-earnings
ratios, high dividend yields, and low historical and predicted
earnings growth (concentrated in energy, utility and financial
sectors). The S&P/BARRA Value and S&P/BARRA Growth Indices are
capitalization-weighted and rebalanced semi-annually. Standard &
Poor's/BARRA calculates these total return indices with
dividends reinvested.

o Standard & Poor's Midcap 400 Stock Price Index, a composite
index of 400 common stocks with market capitalizations between
$200 million and $7.5 billion in industry, transportation,
financial, and public utility companies. The Standard & Poor's
index assumes reinvestment of all dividends paid by stocks
listed on the index. Taxes due on any of these distributions are
not included, nor are brokerage or other fees calculated in the
Standard & Poor's figures.

<PAGE>

o High rates of return on funds employed.

o Conservative capitalization structures with moderate reliance on
debt and ample asset protection.

o Broad margins in earning coverage of fixed financial charges and
high internal cash generation.

o Well-established access to a range of financial markets and
assured sources of alternate liquidity.

Cusip 951025204
G01912-02 (3/97)

PART C. OTHER INFORMATION.

Item 24. Financial Statements and Exhibits:

(a) Financial Statements. Filed in Part A.
(b) Exhibits:
(1) Conformed Copy of Declaration of Trust of the Registrant (1.);
(i) Form of Amendment No. 1 to the Declaration of Trust; +
(2) Copy of By-Laws of the Registrant (1.);
(3) Not applicable;
(4) Not applicable;
(5) Conformed Copy of Investment Advisory Contract of the Registrant (1.);
(i) Conformed Copy of Exhibit B to the Investment Advisory
Contract (2.);
(6) Conformed Copy of Distributor's Contract of the Registrant (1.);
(i) Conformed Copy of Exhibit B to the Distributor's Contract
(2.);
(7) Not applicable;
(8) Conformed Copy of Custodian Contract of the Registrant (1.);
(9) (i) Conformed Copy of Agreement for Fund Accounting,
Administrative Services, and Transfer Agency Services of the
Registrant (1.);
(ii) Conformed Copy of Shareholder Services Agreement of the
Registrant (1.);
(iii) Copy of Amendment No. 1 to Schedule A of the Shareholder
Services Agreeement (1.);
(iv) Conformed Copy of Electronic Communications and Recordkeeping
Agreement (2.);
(10) Conformed Copy of Opinion and Consent of Counsel as to legality of
shares being registered (2.);
(11) Not applicable;
(12) Not applicable;
(13) Conformed Copy of Initial Capital Understanding (2.);
(14) Not applicable;
(15) (i) Conformed Copy of Distribution Plan (1.);
(ii) Conformed Copy of Exhibit B to the Distribution Plan (2.); (iii)
Copy of Dealer Agreement (to be filed by amendment);

- -------------------------------------
+ All exhibits have been filed electronically.

1. Response is incorporated by reference to Registrant's Initial
Registration Statement on Form N-1A filed November 14, 1996 (File
Nos. 333-16157 and 811-7925).

2. Response is incorporated by reference to Registrant's
Pre-Effective Amendment No. 1 on Form N-1A filed February 4, 1997
(File Nos. 333-16157 and 811-7925).

<PAGE>

(16) (i) Copy of Schedule for Computation of Fund Performance Data for
WesMark West Virginia Municipal Bond Fund; +

(ii) Copy of Schedule for Computation of Fund Performance Data for
WesMark Growth Fund; + (17) Copy of Financial Data Schedules; +
(18) Not applicable; (19) Conformed copy of Power of Attorney
(1.).

Item 25. Persons Controlled by or Under Common Control with Registrant

None

Item 26. Number of Holders of Securities:
<TABLE>
<CAPTION>

<S> <C>

Number of Record Holders
Title of Class as of September 2, 1997
-------------- -----------------------

Shares of beneficial interest
(no par value)

WesMark West Virginia
Municipal Bond Fund 443

WesMark Growth Fund 1,110

Item 27. Indemnification: (1.)

Item 28. Business and Other Connections of Investment Adviser:
</TABLE>

For a description of the other business of the investment
adviser, see the section entitled "WesMark Funds Information - Management of the
Trust" in Part A.

The principal executive officers and directors of the Trust's
Investment Adviser are set forth in the following tables.
Unless otherwise noted, the position listed under other
Substantial Business, Profession, Vocation, or Employment is
with WesBanco Bank Wheeling.
<TABLE>
<CAPTION>

(1) (2) (3)
Other Substantial
Position with Business, Profession,
Name the Adviser Vocation or Employment

Edward M. George Chairman of the President and CEO,
Board WesBanco, Inc.

Dennis P. Yaeger Vice Chairman Executive Vice President,
WesBanco, Inc.

Paul M. Limbert President, CEO, Executive Vice
and Director President, WesBanco,Inc.

</TABLE>

- -------------------------------------
+ All exhibits have been filed electronically.

1. Response is incorporated by reference to Registrant's Initial
Registration Statement on Form N-1A filed November 14, 1996 (File Nos. 333-16157
and 811-7925).

<PAGE>

(1) (2) (3)
Other Substantial
Position with Business, Profession,
Name the Adviser Vocation or Employment

Donald K. Jebbia President, Elm Former President and
Grove Branch CEO, WesBanco Bank Elm
Grove

Larry P. Finneran President, New
Martinsville Branch

Jon M. Rogers Executive Vice President,
Sistersville Branch

Stephen E. Hannig Senior Vice President,
Retail Marketing

John W. Moore, Jr. Senior Vice President,
Human Resources

David L. Pell Senior Vice President/
Senior Loan Officer

Jerome B. Schmitt Senior Vice President,
Trusts and Investment

Edward G. Sloane, Sr. Senior Vice President,
Information Technology

Lloyd E. Walker Senior Vice President-
Loans, Elm Grove Branch

Paul J. Becka Vice President,
Information Technology

D. Reed Burke Vice President,
Commercial/Mortgage

J. Kevin Diserio Vice President and
Branch Manager

John D. Faulkner Vice President,
Bank Operations

Thomas B. McGaughy Vice President, Trusts

Douglas A. Molnar Vice President,
Marketing

Kristine N. Molnar Vice President,
Commercial/Mortgage

Edward G. Sloane, Jr. Vice President and
Controller

Albert A. Pietz, Jr. Vice President,
Consumer Credit
Department

James E. Altmeyer Director Owner, Altmeyer Funeral Homes, Inc.

Ray A. Byrd Director Lawyer

(1) (2) (3)
Other Substantial
Position with Business, Profession,
Name the Adviser Vocation or Employment

H. Thomas Corrie Director Real estate developer

D. Duane Cummins, Ph.D. Director President, Bethany
College

James C. Gardill Director Lawyer; Chairman of the
Board, WesBanco, Inc.

Thomas M. Hazlett Director Lawyer

Roland L. Hobbs Director Former Chairman,
President and CEO,
WesBanco, Inc.

John M. Karras Director Owner, Karras Painting
Co.

John W. Kepner Director Operator/Owner, Kepner
Funeral Homes

Walter W. Knauss, Jr. Director Retired

Rizal V. Pangilinan Director Ophthalmologist; eye
surgeon

C. Jack Savage Director Owner, Savage
Construction Co.

H. Mendel Spears Director Senior Vice President/
Agent, Acordia of West
Virginia

Joan C. Stamp Director Not applicable

Carter C. Strauss Director Owner, Herman Strauss,
Inc., recycler of
ferrous and nonferrous
materials

Thomas L. Thomas, M.D. Director Physician

John A. Welty Director Secretary/Treasurer,
Welty Buick, Pontiac,
GMC Truck

Gary E. West Director Owner, Valley Welding
Co. and various
corporations dealing in
petroleum products

William E. Witschey Director Owner, Witschey's
Market, Inc., and
Witschey's Shop'N Save

John C. Wright Director Chairman of the Board,
Wiser Oil Co.

<PAGE>

(1) (2) (3)
Other Substantial
Position with Business, Profession,
Name the Adviser Vocation or Employment

John E. Wright, III Director President and COO,
Wheeling-Nisshin
Steel Co.
</TABLE>

Item 29. Principal Underwriters:

(a) Edgewood Services, Inc. the Distributor for shares of the
Registrant, acts as principal underwriter for the following
open-end investment companies, including the Registrant: BT
Advisor Funds, BT Institutional Funds, BT Investment Funds, BT
Pyramid Mutual Funds, Excelsior Funds, Excelsior Funds, Inc.
(formerly, UST Master Funds, Inc.), Excelsior Institutional
Trust, Excelsior Tax-Exempt Funds, Inc. (formerly, UST Master
Funds, Inc.), FTI Funds, FundManager Portfolios, Great Plains
Funds, Marketvest Funds, Marketvest Funds, Inc. and Old Westbury
Funds, Inc.

(b)
<TABLE>
<CAPTION>

(1) (2) (3)
Name and Principal Positions and Offices Positions and Offices
Business Address With Distributor With Registrant

Lawrence Caracciolo Director and President, --
Federated Investors Tower Edgewood Services, Inc.
Pittsburgh, PA 15222-3779

Arthur L. Cherry Dirctor, --
Federated Investors Tower Edgewood Services, Inc.
Pittsburgh, PA 15222-3779

J. Christopher Donahue Director, --
Federated Investors Tower Edgewood Services, Inc.
Pittsburgh, PA 15222-3779

Ronald M. Petnuch Vice President, --
Federated Investors Tower Edgewood Services, Inc.
Pittsburgh, PA 15222-3779

Thomas P. Schmitt Vice President, --
Federated Investors Tower Edgewood Services, Inc.
Pittsburgh, PA 15222-3779

Thomas P. Sholes Vice President, --
Federated Investors Tower Edgewood Services, Inc.
Pittsburgh, PA 15222-3779

Ernest L. Linane Assistant Vice President, --
Federated Investors Tower Edgewood Services, Inc.
Pittsburgh, PA 15222-3779

S. Elliott Cohan Secretary, Assistant Secretary
Federated Investors Tower Edgewood Services, Inc.
Pittsburgh, PA 15222-3779

Thomas J. Ward Assistant Secretary,
Federated Investors Tower Edgewood Services, Inc.
Pittsburgh, PA 15222-3779

(1) (2) (3)
Name and Principal Positions and Offices Positions and Offices
Business Address With Distributor With Registrant

Kenneth W. Pegher, Jr. Treasurer, --
Federated Investors Tower Edgewood Services, Inc.
Pittsburgh, PA 15222-3779
</TABLE>

Item 30. Location of Accounts and Records:

All accounts and records required to be maintained by Section 31(a) of the
Investment Company Act of 1940 and Rules 31a-1 through 31a-3 promulgated
thereunder are maintained at one of the following locations:

<S> <C>

Registrant Federated Investors Tower
Pittsburgh, PA 15222-3779

Federated Services Company Federated Investors Tower
("Transfer Agent, Dividend Pittsburgh, PA 15222-3779
Disbursing Agent and Portfolio
Accounting Services")

Federated Administrative Services Federated Investors Tower
("Administrator") Pittsburgh, PA 15222-3779

WesBanco Bank Wheeling One Bank Plaza
("Adviser" and "Custodian") Wheeling, WV 26003
</TABLE>

Item 31. Management Services: Not applicable.

Item 32. Undertakings:

Registrant hereby undertakes to comply with the provisions of
Section 16(c) of the 1940 Act with respect to the removal of Trustees and the
calling of special shareholder meetings by shareholders.

Registrant hereby undertakes to furnish each person to whom a
prospectus is delivered with a copy of the Registrant's latest annual report to
shareholders, upon request and without charge.

<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant, WESMARK FUNDS, certifies that it
meets all of the requirements for effectiveness of this Amendment to its
Registration Statement pursuant to Rule 485(b) under the Securities Act of 1933
and has duly caused this Registration Statement to be signed on its behalf by
the undersigned, thereto duly authorized, in the City of Pittsburgh and
Commonwealth of Pennsylvania, on the 25th day of September, 1997.

WESMARK FUNDS

BY: /s/ C. Todd Gibson
C. Todd Gibson, Assistant Secretary
Attorney in Fact for John F. Donahue
September 25, 1997

Pursuant to the requirements of the Securities Act of 1933, Registration
Statement has been signed below by the following person in the capacity and on
the date indicated:

NAME TITLE DATE

By: /s/ C. Todd Gibson
C. Todd Gibson Attorney In Fact September 25, 1997
ASSISTANT SECRETARY For the Persons
Listed Below

NAME TITLE

John F. Donahue* Chairman and Trustee
(Chief Executive Officer)

Edward C. Gonzales* President and Treasurer
(Principal Financial and
Accounting Officer)

Thomas G. Bigley* Trustee

John T. Conroy, Jr.* Trustee

William J. Copeland* Trustee

James E. Dowd* Trustee

Lawrence D. Ellis, M.D.* Trustee

Edward L. Flaherty, Jr.* Trustee

Peter E. Madden* Trustee

Gregor F. Meyer* Trustee

John E. Murray, Jr.* Trustee

Wesley W. Posvar* Trustee

Marjorie P. Smuts* Trustee

* By Power of Attorney

</TABLE>

Exhibit 1(i) under Form N-1A
Exhibit 3(a) under Item 601/Reg. S-K

WESMARK FUNDS

Amendment No. 1
DECLARATION OF TRUST
dated February 29, 1996

This Declaration of Trust is amended as follows:

Strike the first paragraph of Section 5 of Article III from the
Declaration of Trust and substitute in its place the following:

"Section 5. Establishment and Designation of Series or Class. Without
limiting the authority of the Trustees set forth in Article
XII, Section 8, inter alia, to establish and designate any
additional Series or Class or to modify the rights and
preferences of any existing Series or Class, the Series of the
Trust are established and designated as:

WesMark West Virginia Municipal Bond Fund
WesMark Growth Fund"

The undersigned Assistant Secretary of WesMark Funds hereby certifies
that the above stated Amendment is a true and correct Amendment to the
Declaration of Trust, as adopted by the Board of Trustees on the ___ day of
November, 1996.

WITNESS the due execution hereof this ___ day of November, 1996.

C. Todd Gibson
Assistant Secretary

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C>
Schedule for Computation Initial
of Fund Performance Data Invest of: $1,000
Offering
Wesmark West VA. Muni Bond Fund Price/
Share= $10.00
Return Since Inception
ending 7/31/97 NAV= $10.00

FYE: January 31
Begin Capital Reinvest Ending Total
DECLARED: DAILY Reinvest Period Dividend Gain Price Period Ending Invest
PAID: MONTHLY Dates Shares /Share /Share /Share Shares Price Value
4/30/97 100.000 0.020724721 0.00000 $10.03 100.207 $10.03 $1,005.07
5/31/97 100.207 0.035746413 0.00000 $10.08 100.562 $10.08 $1,013.66
6/30/97 100.562 0.036427994 0.00000 $10.13 100.924 $10.13 $1,022.36
7/31/97 100.924 0.035913444 0.00000 $10.24 101.278 $10.24 $1,037.08

$1,000 (1+T) = End Value
T = 3.71% * 43.20% is
the Total
Return since
Inception
including
Common Trust
Returns.
</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
-------------------------------------------------------
Wesmark West VA Muni Bond Fund Yield = 2{( $251,065.83 - $53,663.17 )+1)^6-1}=
-------------------------------------------------------
Computation of SEC Yield 6,158,217 *( $10.24 - 0.00000)
As of: July 31, 1997
SEC Yield = 3.79%

Dividend and/or Interest
Inc for the 30 days ended 251,065.83

Net Expenses for $53,663.17
the Period

Avg Daily Shares
Outstanding and entitled
to receive dividends 6,158,217

Maxium offering price $10.24
per share as of 7-31-97

Undistributed net income 0.00000

Tax Equivalent Yield
(assumes individual
does not itemize
on Federal Return)

100 % minus the Federal
taxable % (100%-28%=72%)

30 SEC yield / by the tax
equiv % (0.00% / 72.0%)= 5.26%
</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Schedule for Computation Initial
of Fund Performance Data Invest of: $1,000
Offering
Wesmark Growth Fund Price/
Share= $10.00
Return Since Inception
ending 7/31/97 NAV= $10.10

FYE: January 31
Begin Capital Reinvest Ending Total
DECLARED: QUARTERLY Reinvest Period Dividend Gain Price Period Ending Invest
PAID: QUARTERLY Dates Shares /Share /Share /Share Shares Price Value
6/24/97 100.000 0.032000000 0.00000 $11.34 100.282 $11.34 $1,137.20

$1,000 (1+T) = End Value
T = 13.72%
</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
---------------------------------------------------------------
Wesmark Growth Fund Yield = 2{( $199,630.48 - $98,872.97 )+1)^6-1}=
---------------------------------------------------------------
Computation of SEC Yield 8,862,042 *( $12.03 - 0.00000)
As of: January 31, 1997
SEC Yield = 1.14%

Dividend and/or Interest
Inc for the 30 days ended $199,630.48

Net Expenses for $98,872.97
the Period

Avg Daily Shares
Outstanding and entitled
to receive dividends 8,862,042

Maxium offering price $12.03
per share as of 7-31-97

Undistributed net income 0.00000

Tax Equivalent Yield
(assumes individual
does not itemize
on Federal Return)

100 % minus the Federal
taxable % (100%-28%=72%)

30 SEC yield / by the tax
equiv % (0.00% / 72.0%)= 1.58%
</TABLE>

<S> <C>

<ARTICLE> 6
<SERIES>
<NUMBER> 01
<NAME> WesMark Funds
WesMark West Virginia Municipal Bond Fund

<PERIOD-TYPE> 4-mos
<FISCAL-YEAR-END> Jan-31-1998
<PERIOD-END> Jul-31-1997
<INVESTMENTS-AT-COST> 64,009,978
<INVESTMENTS-AT-VALUE> 65,501,637
<RECEIVABLES> 1,241,715
<ASSETS-OTHER> 63
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 66,743,415
<PAYABLE-FOR-SECURITIES> 1,796,470
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 252,793
<TOTAL-LIABILITIES> 2,049,263
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 63,167,661
<SHARES-COMMON-STOCK> 6,315,198
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 34,832
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 1,491,659
<NET-ASSETS> 64,694,152
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 914,914
<OTHER-INCOME> 0
<EXPENSES-NET> 134,084
<NET-INVESTMENT-INCOME> 780,830
<REALIZED-GAINS-CURRENT> 34,832
<APPREC-INCREASE-CURRENT> 1,491,659
<NET-CHANGE-FROM-OPS> 2,307,321
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 780,830
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 6,540,594
<NUMBER-OF-SHARES-REDEEMED> 227,980
<SHARES-REINVESTED> 2,584
<NET-CHANGE-IN-ASSETS> 64,694,152
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 108,681
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 188,425
<AVERAGE-NET-ASSETS> 61,397,470
<PER-SHARE-NAV-BEGIN> 10.000
<PER-SHARE-NII> 0.130
<PER-SHARE-GAIN-APPREC> 0.240
<PER-SHARE-DIVIDEND> 0.130
<PER-SHARE-DISTRIBUTIONS> 0.000
<RETURNS-OF-CAPITAL> 0.000
<PER-SHARE-NAV-END> 10.240
<EXPENSE-RATIO> 0.74
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0.000

</TABLE>

<S> <C>

<ARTICLE> 6
<SERIES>
<NUMBER> 02
<NAME> WesMark Funds
WesMark Growth Fund

<PERIOD-TYPE> 4-mos
<FISCAL-YEAR-END> Jan-31-1998
<PERIOD-END> Jul-31-1997
<INVESTMENTS-AT-COST> 86,866,632
<INVESTMENTS-AT-VALUE> 107,800,651
<RECEIVABLES> 93,835
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 107,894,486
<PAYABLE-FOR-SECURITIES> 469,738
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 45,422
<TOTAL-LIABILITIES> 515,160
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 82,219,692
<SHARES-COMMON-STOCK> 8,923,666
<SHARES-COMMON-PRIOR> 10,000
<ACCUMULATED-NII-CURRENT> 83,154
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 4,142,461
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 20,934,019
<NET-ASSETS> 107,379,326
<DIVIDEND-INCOME> 233,842
<INTEREST-INCOME> 458,922
<OTHER-INCOME> 0
<EXPENSES-NET> 327,621
<NET-INVESTMENT-INCOME> 365,143
<REALIZED-GAINS-CURRENT> 4,142,461
<APPREC-INCREASE-CURRENT> 20,934,019
<NET-CHANGE-FROM-OPS> 25,441,623
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 281,989
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 9,148,456
<NUMBER-OF-SHARES-REDEEMED> 242,288
<SHARES-REINVESTED> 7,498
<NET-CHANGE-IN-ASSETS> 107,279,326
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 213,667
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 327,621
<AVERAGE-NET-ASSETS> 95,163,154
<PER-SHARE-NAV-BEGIN> 10.000
<PER-SHARE-NII> 0.040
<PER-SHARE-GAIN-APPREC> 2.020
<PER-SHARE-DIVIDEND> 0.030
<PER-SHARE-DISTRIBUTIONS> 0.000
<RETURNS-OF-CAPITAL> 0.000
<PER-SHARE-NAV-END> 12.030
<EXPENSE-RATIO> 1.15
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0.000

</TABLE>