WESMARK BALANCED FUND

(A PORTFOLIO OF WESMARK FUNDS)

PROSPECTUS
   
The shares of WesMark Balanced Fund (the "Fund") offered by this prospectus
represent interests in a diversified portfolio of the WesMark Funds (the
"Trust"), an open-end management investment company (a mutual fund). The
investment objective of the Fund is capital appreciation and income. The Fund
invests primarily in equity and debt 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 24,
1998 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 24, 1998          TABLE OF
CONTENTS

 SUMMARY OF FUND EXPENSES               1
 GENERAL INFORMATION                    2
 INVESTMENT INFORMATION                 2
  Investment Objective                  2
  Investment Policies                   2
  Portfolio Investments                 9
  Additional Investment Risks           9
  Investment Limitations               10
 WESMARK FUNDS INFORMATION             11
  Management of the Trust              11
  Distribution of Fund Shares          12
  Administration of the Fund           14
  Brokerage Transactions               14
  Expenses of the Fund                 14
 NET ASSET VALUE                       14
 INVESTING IN THE FUND                 15
  Minimum Investment Required          15
  What Shares Cost                     15
  Share Purchases                      15
  Systematic Investment Program        16
  Exchanging Securities for Fund Shares16
  Confirmations and Account Statements 16
  Dividends and Capital Gains          16
 EXCHANGE PRIVILEGE                    16
 REDEEMING SHARES                      17
  Systematic Withdrawal Program        18
  Redemption Before Purchase
   Instruments Clear                   18
  Accounts with Low Balances           18
 SHAREHOLDER INFORMATION               19
  Voting Rights                        19
 EFFECT OF BANKING LAWS                19
 TAX INFORMATION                       19
  Federal Income Tax                   19
  State and Local Taxes                20
 PERFORMANCE INFORMATION               20
 APPENDIX                              21
 ADDRESSES                             24
    
                                SUMMARY OF FUND EXPENSES
                            SHAREHOLDER TRANSACTION EXPENSES
<TABLE>
<S>                                                                <C>
 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
 Contingent 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
</TABLE>

                              ANNUAL FUND OPERATING EXPENSES*
                    (AS A PERCENTAGE OF PROJECTED AVERAGE NET ASSETS)
<TABLE>
<S>                                                          <C>      <C>
   
 Management Fee (after                                                0.60%
 waiver)(1)
 12b-1 Fee(2).                                                        0.00%
 Total Other Expenses                                                 0.63%
  Shareholder Services Fee(2)                                 0.00%
 Total Annual Fund Operating Expenses(3)                              1.23%
</TABLE>
    
(1) The estimated management fee has been reduced to reflect the anticipated
voluntary waiver of the management fee by the investment adviser. The adviser
may terminate this voluntary waiver at any time at its sole discretion. The
maximum management fee is 0.75%.

(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, 1999. 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 1.38% 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, 1999. 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 of less than $5,000 may be subject to additional fees.

<TABLE>
<CAPTION>
 EXAMPLE                                                       1 YEAR    3 YEARS
<S>                                                           <C>     <C>
 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.        $13        $39

</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, 1999.

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, WesMark Growth Fund, WesMark Bond Fund and WesMark
Balanced Fund. This prospectus relates only to the WesMark Balanced 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 of equity and debt securities. WesBanco Bank Wheeling is
the investment adviser to the Fund ("Adviser"). A minimum initial investment of
$1,000 is required unless the investment is in an Individual Retirement Account
("IRA"), in which case the minimum initial investment is $500. 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 capital appreciation and income. 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 invests in a diversified portfolio of equity and debt securities as
described below. Under normal circumstances, the asset mix of the Fund will
range between 30-70% of its total assets in common stocks and convertible
securities, 30-70% in preferred stock and bonds, and 0-40% in money market
instruments. However, the Fund will invest at least 25% of its assets in fixed
income senior securities. Unless indicated otherwise, the investment policies
and limitations described below may be changed by the Trustees without
shareholder approval. Shareholders will be notified before any material change
becomes effective.

ACCEPTABLE INVESTMENTS. The Fund invests primarily in securities of larger,
well-established companies which have a history of lower volatility in
earnings. Therefore, the corporate bonds and taxable municipal bonds in
which the Fund invests, including those purchased through and
collateralizing repurchase agreements, will generally be rated in one of the
top four rating categories by a nationally recognized statistical rating
organization ("NRSRO") such as Moody's Investors Service, Inc. ("Moody's"),
Standard & Poor's ("S&P"), or Fitch IBCA, Inc. ("Fitch") or unrated, but
determined by the Fund's Adviser to be of comparable quality. Permitted
investments include:
    
* common stocks of U.S. 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;
   
* corporate bonds;

* convertible securities;
    
* 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 total assets in ADRs;

* notes, bonds, and discount notes of the U.S. government, its agencies or
  instrumentalities;

* mortgage-backed securities;

* commercial paper that matures in 270 days or less and is rated A-1 or A-2 by
  S&P, P-1 or P-2 by Moody's, or F-1 or F-2 by Fitch;

* other securities; and

* repurchase agreements collateralized by acceptable investments.

COMMON STOCKS. The domestic and foreign common stocks in which the Fund invests
are selected by the Adviser on the basis of traditional research techniques,
including assessment of earnings and dividend growth, prospects and the risk and
volatility of the company's industry. However, other factors, such as product
position, market share, or profitability, will also be considered by the
Adviser.     CORPORATE BONDS. The corporate bonds in which the Fund invests will
generally be rated investment grade (within the four highest ratings categories
for corporate debt) by a NRSRO, such as Aaa, Aa, A, or Baa by Moody's or AAA,
AA, A, or BBB by S&P or Fitch, or of comparable quality in the judgment of the
Adviser. The Fund may invest no more than 35% of its assets in corporate bonds
rated below the top four categories or which are unrated but determined to be of
comparable quality by the Adviser. Bonds rated "BBB" by S&P or Fitch, or "Baa"
by Moody's have speculative characteristics. A description of the ratings
categories is contained in the Appendix to this prospectus.      The prices of
fixed income securities generally fluctuate inversely to the direction of
interest rates.

REDUCING RISKS OF LOWER-RATED SECURITIES. The Adviser believes that the risks of
investing in lower-rated securities can be reduced. The professional portfolio
management techniques used by the Fund to attempt to reduce these risks include:

CREDIT RESEARCH. The Adviser will perform its own credit analysis in addition to
using nationally recognized statistical rating organizations and other
resources, including discussions with the issuer's management, the judgment of
other investment analysts, and its own informed judgment. The Adviser's credit
analysis will consider the issuer's financial soundness, its responsiveness to
changes in interest rates and business conditions, and its anticipated cash
flow, interest or dividend coverage and earnings. In evaluating an issuer, the
Adviser places special emphasis on the estimated current value of the issuer's
assets rather than historical costs.

DIVERSIFICATION. The Fund invests in securities of many different issuers,
industries, and economic sectors to reduce portfolio risk.

ECONOMIC ANALYSIS. The Adviser will analyze current developments and trends in
the economy and in the financial markets. When investing in lower-rated
securities, timing and selection are critical, and analysis of the business
cycle can be important.

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. The Fund may also invest in
such securities that are rated below investment grade or are of comparable
quality. A description of the ratings categories is contained in the Appendix to
this prospectus. There is no minimum rating applicable to corporate securities
purchased or held by the Fund, and the Fund may, from time to time, purchase or
hold such securities in the lowest category, including securities in default.
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.

Bonds that are not determined to be investment grade are high-yield, high-risk
bonds, typically subject to greater market fluctuations and greater risk of loss
of income and principal due to an issuer's default. To a greater extent than
investment grade bonds, lower rated bonds tend to reflect short-term corporate,
economic, and market developments, as well as investor perceptions of the
issuer's credit quality. In addition, lower rated bonds may be more difficult to
dispose of or to value than higher rated, lower- yielding bonds. Changes in
economic conditions or other circumstances are more likely to lead to a weakened
capacity to make principal and interest payments than higher rated bonds.

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.

U.S. GOVERNMENT OBLIGATIONS. The U.S. government obligations in which the
Fund invests are either issued or guaranteed by the U.S. government, its
agencies, or instrumentalities. These securities include, but are not
limited to:

* direct obligations of the U.S. Treasury, such as U.S. Treasury bills,
  notes, and bonds;

* notes, bonds, and discount notes issued or guaranteed by U.S. government
  agencies and instrumentalities supported by the full faith and credit of the
  United States;

* notes, bonds, and discount notes of other U.S. government agencies or
  instrumentalities which receive or have access to federal funding; and

* notes, bonds, and discount notes of other U.S. government
  instrumentalities supported only by the credit of the instrumentalities.

Some obligations issued or guaranteed by agencies or instrumentalities of
the U.S. government are backed by the full faith and credit of the U.S.
Treasury. No assurances can be given that the U.S. government will provide
financial support to other agencies or instrumentalities, since it is not
obligated to do so. These agencies and instrumentalities are supported by:

* the issuer's right to borrow an amount limited to a specific line of
  credit from the U.S. Treasury;

* discretionary authority of the U.S. government to purchase certain
  obligations of an agency or instrumentality; or

* the credit of the agency or instrumentality.

MORTGAGE-BACKED SECURITIES. The Fund may also invest in various mortgage-backed
securities. These types of investments may include adjustable rate mortgage
securities, collateralized mortgage obligations, real estate mortgage investment
conduits, or other securities collateralized by or representing an interest in
real estate mortgages (collectively, "mortgage securities"). Many mortgage
securities are issued or guaranteed by government agencies.

Prepayments on mortgage securities may result in a capital loss to the Fund to
the extent that the prepaid mortgage securities were purchased at a market
premium over their stated amount. Conversely, the prepayment of mortgage
securities purchased at a market discount from their stated principal amount
will accelerate the recognition of interest income by the Fund, which would be
taxed as ordinary income when distributed to the shareholders.

ADJUSTABLE RATE MORTGAGE SECURITIES ("ARMS"). ARMS are pass-through mortgage
securities representing interests in adjustable rather than fixed interest rate
mortgages. The ARMS in which the Fund invests are issued by the Government
National Mortgage Association ("GNMA"), the Federal National Mortgage
Association ("FNMA"), and the Federal Home Loan Mortgage Corporation ("FHLMC")
and are actively traded. The underlying mortgages which collateralize ARMS
issued by GNMA are fully guaranteed by the Federal Housing Administration
("FHA") or Veterans Administration ("VA"), while those collateralizing ARMS
issued by FHLMC or FNMA are typically conventional residential mortgages
conforming to strict underwriting size and maturity constraints.

COLLATERALIZED MORTGAGE OBLIGATIONS ("CMOS"). CMOs are bonds issued by
single-purpose, stand-alone finance subsidiaries or trusts of financial
institutions, government agencies, investment bankers, or companies related to
the construction industry. CMOs purchased by the Fund may be:

* collateralized by pools of mortgages in which each mortgage is guaranteed
  as to payment of principal and interest by an agency or instrumentality of
  the U.S. government;

* collateralized by pools of mortgages in which payment of principal and
  interest is guaranteed by the issuer and such guarantee is collateralized by
  U.S. government securities; or

* securities in which the proceeds of the issuance are invested in mortgage
  securities and payment of the principal and interest is supported by the
  credit of an agency or instrumentality of the U.S. government.

All CMOs purchased by the Fund are investment grade, as rated by a NRSRO or are
of comparable quality as determined by the Adviser.

REAL ESTATE MORTGAGE INVESTMENT CONDUITS ("REMICS"). REMICs are offerings of
multiple class real estate mortgage-backed securities which qualify and elect
treatment as such under provisions of the Internal Revenue Code (the "Code").
Issuers of REMICs may take several forms, such as trusts, partnerships,
corporations, associations, or segregated pools of mortgages. Once REMIC status
is elected and obtained, the entity is not subject to federal income taxation.
Instead, income is passed through the entity and is taxed to the person or
persons who hold interests in the REMIC. A REMIC interest must consist of one or
more classes of "regular interests," some of which may offer adjustable rates of
interest, and a single class of "residual interests." To qualify as a REMIC,
substantially all the assets of the entity must be in assets directly or
indirectly secured principally by real property.

RESETS OF INTEREST. The interest rates paid on the ARMS, CMOs, and REMICs in
which the Fund invests generally are readjusted at intervals of one year or less
to an increment over some predetermined interest rate index. There are two main
categories of indices: those based on U.S. Treasury securities and those derived
from a calculated measure, such as a cost of funds index or a moving average of
mortgage rates. Commonly utilized indices include the one-year and five-year
constant maturity Treasury Note rates, the three-month Treasury Bill rate, the
180-day Treasury Bill rate, rates on longer-term Treasury securities, the
National Median Cost of Funds, the one-month or three-month London Interbank
Offered Rate (LIBOR), the prime rate of a specific bank, or commercial paper
rates. Some indices, such as the one-year constant maturity Treasury Note rate,
closely mirror changes in market interest rate levels. Others tend to lag
changes in market rate levels and tend to be somewhat less volatile.

To the extent that the adjusted interest rate on the mortgage security reflects
current market rates, the market value of an adjustable rate mortgage security
will tend to be less sensitive to interest rate changes than a fixed rate debt
security of the same stated maturity. Hence, adjustable rate mortgage securities
which use indices that lag changes in market rates should experience greater
price volatility than adjustable rate mortgage securities that closely mirror
the market. Certain residual interest tranches of CMOs may have adjustable
interest rates that deviate significantly from prevailing market rates, even
after the interest rate is reset, and are subject to correspondingly increased
price volatility. In the event the Fund purchases such residual interest
mortgage securities, it will factor in the increased interest and price
volatility of such securities when determining its dollar-weighted average
duration.

CAPS AND FLOORS. The underlying mortgages which collateralize the ARMS, CMOs,
and REMICs in which the Fund invests will frequently have caps and floors which
limit the maximum amount by which the loan rate to the residential borrower may
change up or down: (1) per reset or adjustment interval; and (2) over the life
of the loan. Some residential mortgage loans restrict periodic adjustments by
limiting changes in the borrower's monthly principal and interest payments
rather than limiting interest rate changes.

These payment caps may result in negative amortization. The value of mortgage
securities in which the Fund invests may be affected if market interest rates
rise or fall faster and farther than the allowable caps or floors on the
underlying residential mortgage loans. Additionally, even though the interest
rates on the underlying residential mortgages are adjustable, amortization and
prepayments may occur, thereby causing the effective maturities of the mortgage
securities in which the Fund invests to be shorter than the maturities stated in
the underlying mortgages.

COMMERCIAL PAPER. The Fund may purchase Commercial Paper, which is a short-term
debt obligation that matures in 270 days or less, is issued by banks,
corporations or other institutions, and is rated one of the two highest rating
categories for short-term obligations by an NRSRO or, if unrated, are of
comparable quality to securities having such ratings.

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.

INVESTING IN SECURITIES OF OTHER INVESTMENT COMPANIES. The Fund may invest its
assets in securities of other investment companies as an efficient means of
carrying out its investment policies. It should be noted that investment
companies incur certain expenses, such as management fees, and, therefore, any
investment by the Fund in shares of other investment companies may be subject to
such duplicate expenses.

TEMPORARY INVESTMENTS. For temporary defensive purposes, the Fund may invest
up to 100% of its total assets in cash and cash items including: short-term
money market instruments; securities issued and/or guaranteed as to payment
of principal and interest by the U.S. government, its agencies or
instrumentalities; and repurchase agreements.

The Fund may also hold the instruments described above in such amounts as
necessary: to provide funds for the settlement of portfolio transactions;
pending investment of cash receipts in the ordinary course of business; and to
meet requests for redemption of Fund shares.

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.

WHEN-ISSUED OR 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 on a short-term or long-term basis up to
one-third of the value of its total assets 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 under guidelines established by the Trustees 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.

PUT AND CALL OPTIONS. The Fund may purchase put options on financial futures
contracts and put options on portfolio securities. Financial futures may include
index futures. These options will be used as a hedge to attempt to protect
securities which the Fund holds against decreases in value. For the immediate
future, the Fund will enter into futures contracts directly only when it desires
to exercise a financial futures put option in its portfolio rather than either
closing out the option or allowing it to expire. The Fund will only purchase
puts on financial futures contracts which are traded on a nationally recognized
exchange.

The Fund will generally purchase over-the-counter put options on portfolio
securities in negotiated transactions with the writers of the options since
options on the portfolio securities held by the Fund are typically not traded on
an exchange. The Fund purchases options only from investment dealers and other
financial associations (such as commercial banks or savings and loan
institutions) deemed creditworthy by the Adviser.

In general, over-the-counter put options differ from exchange traded put options
in the following respects. Over-the-counter put options are two party contracts
with price and terms negotiated between buyer and seller, and such options are
endorsed and/or guaranteed by third parties (such as a New York Stock Exchange
member). Additionally, over-the-counter strike prices are adjusted to reflect
dividend payments, initial strike prices are generally set at market, and option
premiums (which are all time premiums) are amortized on a straight line basis
over the life of the option. In contrast, exchange traded options are
third-party contracts with standardized strike prices and expiration dates and
are purchased from the Clearing Corporation. Strike prices are not adjusted for
dividends, and options are marked to market, thereby obviating the need to
amortize the time premium. Exchange traded options have a continuous liquid
market while over-the-counter options do not.

The Fund may also write call options on all or any portion of its portfolio in
an effort to generate income for the Fund. The Fund will write call options on
securities either held in its portfolio or 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. The call options which the Fund
writes and sells must be listed on a recognized options exchange. Although the
Fund reserves the right to write covered call options on its entire portfolio,
it will not write such options on more than 25% of its total assets unless a
higher limit is authorized by the Trustees.

The Fund may attempt to hedge the portfolio by entering into financial futures
contracts and to write calls on financial futures contracts.

RISKS OF PUT AND CALLS. When the Fund writes a call option, the Fund risks not
participating in any rise in the value of the underlying security. In addition,
when the Fund purchases puts on financial futures contracts to protect against
declines in prices of portfolio securities, 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 of investments. This may
cause the futures contract and its corresponding put 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 such an event, the Fund may lose the
purchase price of the put option. Finally, it is not certain that a secondary
market for options will exist at all times. Although the Adviser will consider
liquidity before entering into option transactions, there is no assurance that a
liquid secondary market on an exchange will exist for any particular option or
at any particular time. The Fund's ability to establish and close out option
positions depends on this secondary market.

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 stocks and bonds, derivatives do not
necessarily present greater market risks than traditional investments. The Fund
will only use derivative contracts for the purposes disclosed in the applicable
prospectus sections above. To the extent that the Fund invests in securities
that could be characterized as derivatives, such as asset-backed securities and
mortgage-backed securities, including ARMS, CMOs, and REMICs, it will only do so
in a manner consistent with its investment objectives, policies and limitations.

ADDITIONAL INVESTMENT RISKS

DEBT MARKET. 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.

MORTGAGE-BACKED SECURITIES. Mortgage-backed securities generally pay back
principal and interest over the life of the security. At the time the Fund
reinvests the payments and any unscheduled prepayments of principal received,
the Fund may receive a rate of interest which is actually lower than the rate of
interest paid on these securities ("prepayment risks"). Mortgage-backed
securities are subject to higher prepayment risks than most other types of debt
instruments with prepayment risks because the underlying mortgage loans or the
collateral supporting mortgage-backed securities may be prepaid without penalty
or premium. Prepayment risks on mortgage-backed securities tend to increase
during periods of declining mortgage interest rates because many borrowers
refinance their mortgages to take advantage of the more favorable rates.
Prepayments on mortgage-backed securities are also affected by other factors,
such as the frequency with which people sell their homes or elect to make
unscheduled payments on their mortgages. While mortgage-backed securities
generally entail less risk of a decline during periods of rapidly rising
interest rates, mortgage-backed securities may also have less potential for
capital appreciation than other similar investments (e.g., investments with
comparable maturities) because as interest rates decline, the likelihood
increases that mortgages will be prepaid. Furthermore, if mortgage-backed
securities are purchased at a premium, mortgage foreclosures and unscheduled
principal payments may result in some loss of a holder's principal investment to
the extent of the premium paid. Conversely, if mortgage-backed securities are
purchased at a discount, both a scheduled payment of principal and an
unscheduled prepayment of principal would increase current and total returns and
would accelerate the recognition of income, which would be taxed as ordinary
income when distributed to shareholders.

STOCK MARKET. 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
the United States equity market tends to be cyclical, experiencing both periods
when stock prices generally increase and periods when stock prices generally
decrease.

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 LIMITATIONS

The following investment limitations cannot be changed without shareholder
approval. The Fund will not:

* borrow money directly or through reverse repurchase agreements (arrangements
  in which the Fund sells a portfolio instrument for at least a percentage of
  its cash value with an agreement to buy it back on a set date) except, under
  certain circumstances, the Fund may borrow up to one-third of the value of its
  net assets; nor

* with respect to securities comprising 75% of the value of its total assets,
  the Fund will not purchase securities of any one issuer (other than cash; cash
  items; securities issued or guaranteed by the government of the United States
  or its agencies or instrumentalities and repurchase agreements collateralized
  by such U.S. government securities; and securities of other investment
  companies) if as a result more than 5% of the value of its total assets would
  be invested in the securities of that issuer, or it would own more than 10% of
  the outstanding voting securities of that issuer.

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 46 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 $563 million on December 31, 1997. 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 $1.9 billion.

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 of Trusts and Investments 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.

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 of Investments 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.

SUPPLEMENTAL PAYMENTS TO FINANCIAL INSTITUTIONS. In addition to payments made
pursuant to the Plan and Services Agreement, Edgewood Services, Inc. and
Federated Shareholder Services, from their own assets, may pay financial
institutions supplemental fees for the performance of substantial sales
services, distribution-related support services, or shareholder services. The
support may include sponsoring sales, educational and training seminars for
their employees, providing sales literature, and engineering computer software
programs that emphasize the attributes of the Fund. Such assistance will be
predicated upon the amount of Shares the financial institution sells or may
sell, and/or upon the type and nature of sales or marketing support furnished by
the financial institution. Any payments made by the distributor may be
reimbursed by the Fund's Adviser or its affiliates 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

       0.150%             on the first $250 million
       0.125%             on the next $250 million
       0.100%             on the next $250 million
       0.075%             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 Trustees.

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 unless the
investment is in an Individual Retirement Account, in which case the minimum
initial investment is $500. 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. The Fund may waive the initial minimum
investment from time to time. 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, Jr. 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 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.

CONFIRMATIONS AND ACCOUNT STATEMENTS

Shareholders will receive detailed confirmations of transactions (except for
systematic program transactions). In addition, shareholders will receive
periodic statements reporting all account activity, including dividends paid.
The Fund will not issue share certificates.

DIVIDENDS AND CAPITAL GAINS
   
Dividends are declared and paid monthly. 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 any of the other WesMark Funds
at net asset value without a sales charge, provided you have received a copy of
the current prospectus of the WesMark Fund you wish to purchase, and you meet
the applicable investment minimum.

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:

* 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");

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

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

* 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 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,
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 and 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 yield does 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, 1997, was
18.72%. The Fund's average annual total return for the five-year and ten-year
periods ended December 31, 1997, and for the period from August 1, 1961 (date of
commencement of operations of the common trust fund) to December 31, 1997 was
13.48%, 12.28%, and 10.84%, 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
(not including any waivers). 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.      APPENDIX

STANDARD & POOR'S ("S&P") CORPORATE BOND RATING DEFINITIONS

AAA -- Debt rated "AAA" has the highest rating assigned by S&P. 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.

BB, B, CCC, CC -- Debt rated "BB," "B," "CCC," and "CC" is regarded, on balance,
as predominantly speculative with respect to capacity to pay interest and repay
principal in accordance with the terms of the obligation. "BB" indicates the
lowest degree of speculation and "CC" the highest degree of speculation. While
such debt will likely have some quality and protective characteristics, these
are outweighed by large uncertainties of major risk exposures to adverse
conditions.

CI -- The rating "CI" is reversed for income bonds on which no interest is being
paid.

D -- Debt rated "D" is in default, and payment of interest and/or repayment of
principal is in arrears.

MOODY'S INVESTORS SERVICE, INC. CORPORATE 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 edged." Interest payments are protected by a large or 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 near 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.

BA -- Bonds which are "Ba" are judged to have speculative elements; their future
cannot be considered well assured. Often the protection of interest and
principal payments may be very moderate and thereby not well safeguarded during
both good and bad times over the future. Uncertainty of position characterizes
bonds in this class.

B -- Bonds which are rated "B" generally lack characteristics of a desirable
investment. Assurance of interest and principal payments or of maintenance of
other terms of the contract over any long period of time may be small.

CAA -- Bonds which are rated "Caa" are of poor standing. Such issues may be in
default or there may be present elements of danger with respect to principal or
interest.

CA -- Bonds which are "Ca" represent obligations which are speculative in a high
degree. Such issues are often in default or have other marked shortcomings.

C -- Bonds which are rated "C" are the lowest rated class of bonds, and issues
so rated can be regarded as having extremely poor prospects of ever attaining
any real investment standing.     FITCH IBCA, INC. INVESTMENT GRADE BOND 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 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.

BB -- Bonds are considered speculative. The obligor's ability to pay interest
and repay principal may be affected over time by adverse economic changes.
However, business and financial alternatives can be identified which could
assist the obligor in satisfying its debt service requirements.

B -- Bonds are considered highly speculative. While bonds in this class are
currently meeting debt service requirements, the probability of continued timely
payment of principal and interest reflects the obligor's limited margin of
safety and the need for reasonable business and economic activity throughout the
life of the issue.

CCC -- Bonds have certain identifiable characteristics which, if not remedied,
may lead to default. The ability to meet obligations requires an advantageous
business and economic environment.

CC -- Bonds are minimally protected. Default in payment of interest and/or
principal seems probable over time.

C -- Bonds are in imminent default in payment of interest or principal.

DDD, DD, AND D -- Bonds are in default on interest and/or principal payments.
Such bonds are extremely speculative and should be valued on the basis of their
ultimate recovery value in liquidation or reorganization of the obligor. "DDD"
represents the highest potential for recovery on these bonds, and "D" represents
the lowest potential for recovery.

ADDRESSES

 WesMark Balanced Fund
                                             5800 Corporate Drive
                                             Pittsburgh, PA 15237-7010
 Distributor
              Edgewood Services, Inc.        Clearing Operations
                                             P.O. Box 897
                                             Pittsburgh, PA 15230-0897
 Investment Adviser
              WesBanco Bank Wheeling         One Bank Plaza
                                             Wheeling, WV 26003
 Custodian
              WesBanco Bank Wheeling         One Bank Plaza
                                             Wheeling, WV 26003
   
Transfer Agent and Dividend Disbursing Agent
              Federated Shareholder          Federated Investors Tower
              Services Company               1001 Liberty Avenue
                                             Pittsburgh, PA 15222-3779
 Portfolio Accounting Services
              Federated Services Company     Federated Investors Tower
                                             1001 Liberty Avenue
                                             Pittsburgh, PA 15222-3779
    
 Independent Auditors
              Deloitte & Touche LLP          2500 One PPG Place
                                             Pittsburgh, PA 15222

WESMARK BALANCED FUND

PROSPECTUS

A Diversified Portfolio of WesMark Funds,
an Open-End, Management Investment Company
   
March 24, 1998

Cusip 951025303
G01970-09 (3/98)
    







                              WESMARK BALANCED FUND

                         (A PORTFOLIO OF WESMARK FUNDS)

                       STATEMENT OF ADDITIONAL INFORMATION










       

    This Statement of Additional Information should be read with the prospectus
    of WesMark Balanced Fund (the "Fund") dated March 24, 1998. 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.

    5800 CORPORATE DRIVE
    PITTSBURGH, PENNSYLVANIA 15237-7010


                         Statement dated March 24, 1998

                                          

EDGEWOOD SERVICES, INC.
Distributor
A subsidiary of FEDERATED INVESTORS
   
Cusip 951025303
G01970-10 (3/98)
    


<PAGE>




TABLE OF CONTENTS
- ---------------------------------------------------------------------------

1

GENERAL INFORMATION ABOUT THE FUND      1

INVESTMENT OBJECTIVE AND POLICIES       1
  Types of Investments                  1
  Convertible Securities                1
  Futures and Options Transactions      1
  Investing in Securities of Other Investment
   Companies                            3
  When-Issued and Delayed Delivery
    Transactions                        3
  Lending of Portfolio Securities         3
  Repurchase Agreements             3
  Reverse Repurchase Agreements         3
  Portfolio Turnover                    4

INVESTMENT LIMITATIONS                  4

WESMARK FUNDS MANAGEMENT                6
  Officers and Trustees                 6
  Fund Ownership                    10
  Trustees Compensation             10
  Trustee Liability                    10

INVESTMENT ADVISORY SERVICES           11
  Adviser to the Fund                  11
  Advisory Fees                     11

OTHER SERVICES                         11
  Fund Administration                  11
  Custodian                         11
  Transfer Agent,Dividend Disbursing Agent, and
    Portfolio Accounting Services      11
  Independent Auditors                 11



BROKERAGE TRANSACTIONS                 11

PURCHASING SHARES                   12
  Distribution and Shareholder Services Plans   12
  Administrative Arrangements          12
  Conversion to Federal Funds          12

DETERMINING NET ASSET VALUE            12
  Determining Market Value of Securities12
  Valuing Futures and Options          13

REDEEMING SHARES                    13
  Redemption in Kind                   13

MASSACHUSETTS PARTNERSHIP LAW       13

TAX STATUS                          14
  The Fund's Tax Status                14
  Shareholders' Tax Status             14

TOTAL RETURN                           14

YIELD                               14

PERFORMANCE COMPARISONS             14
  Economic and Market Information      15


<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 captial appreciation and income. The
objective cannot be changed without approval of shareholders.

TYPES OF INVESTMENTS
The Fund invests in a diversified portfolio of equity and debt securities which
includes domestic common and preferred stocks and other equity securities,
convertible securities, domestically-issued corporate and government debt
obligations, mortgage-backed securities, obligations issued or guaranteed by the
U.S. government, its agencies or instrumentalities and repurchase agreements.

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.

FUTURES AND OPTIONS TRANSACTIONS
The Fund may attempt to hedge all or a portion of its portfolio by buying and
selling financial futures contracts, buying put options on portfolio securities
and listed put options on futures contracts, and writing call options on futures
contracts. The Fund may also write covered call options on portfolio securities
to attempt to increase its current income. The Fund currently does not intend to
invest more than 5% of its total assets in options transactions.

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. In the fixed income securities
market, price generally moves inversely to interest rates. Thus, a rise in rates
generally means a drop in price. Conversely, a drop in rates generally 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.

Put Options On Financial Futures Contracts
The Fund may purchase listed put options on financial futures contracts. 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 would purchase put options on futures contracts 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 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.

Call Options On Financial Futures Contracts
In addition to purchasing put options on futures, the Fund may write listed call
options on futures contracts 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. 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 Options On Portfolio Securities
The Fund may purchase put 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 to sell the underlying security to
the writer (seller) at a specified price during the term of the option.

Writing Covered Call Options On Portfolio Securities
The Fund may also write covered 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. The Fund may only sell 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).
INVESTING IN SECURITIES OF OTHER INVESTMENT COMPANIES

The Fund may invest in the securities of affiliated money market funds as an
efficient means of managing the Fund's uninvested cash.

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 other 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. The Fund does not intend to
engage in when-issued and delayed delivery transactions to an extent that would
cause the segregation of more than 20% of the total value of its assets.

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. There is a 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.

REPURCHASE AGREEMENTS
The Fund requires its custodian to take possession of the securities subject to
repurchase agreements, and these securities are 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 a defaulting seller files for bankruptcy or
becomes insolvent, disposition of 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 will
only enter into repurchase agreements with banks and other recognized financial
institutions, such as broker/dealers, which are deemed by the Adviser to be
creditworthy pursuant to guidelines established by the Trustees.

REVERSE REPURCHASE AGREEMENTS
The Fund may also 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. The securities are marked to market daily and
maintained until the transaction is settled.



<PAGE>



PORTFOLIO TURNOVER
The Fund normally holds or disposes of portfolio securities in order to achieve
its investment objectives. Securities held by the Fund are selected because they
are considered to represent real value and will be held or disposed of
accordingly. The Adviser will not generally seek profits through short-term
trading. The Fund will not attempt to set or meet a portfolio turnover rate
since any turnover would be incidental to transactions undertaken in an attempt
to achieve the Fund's investment objectives. The Adviser does not anticipate
that the Fund's portfolio turnover rate will exceed 200%.


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.

    DIVERSIFICATION OF INVESTMENTS

      With respect to securities comprising 75% of the value of its total
      assets, the Fund will not purchase securities of any one issuer (other
      than cash, cash items, securities issued or guaranteed by the government
      of the United States or its agencies or instrumentalities and repurchase
      agreements collateralized by such U.S. government securities; and
      securities of other investment companies) if, as a result, more than 5% of
      the value of the its total assets would be invested in the securities of
      that issuer, or it would own more than 10% of the outstanding voting
      securities of that issuer.


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 debt securities 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. 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.


Writing Covered Call Options and Purchasing Put Options
      The Fund will not write call options on securities unless the securities
      are held in the Fund's portfolio or unless the Fund is entitled to them in
      deliverable form without further payment or after segregating cash in the
      amount of any further payment. The Fund will not purchase put options on
      securities unless the securities are held in the Fund's portfolio.

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, pledge or lend 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."



<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.

Thomas G. Bigley
15 Old Timber Trail
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.; Director, Member of
Executive Committee, 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; formerly, President, Naples Property
Management, Inc. and Northgate Village Development Corporation; Director or
Trustee of the Funds.


Nicholas P. Constantakis
175 Woodshire Drive
Pittsburgh, PA
Birthdate:  September 3, 1939

Director

Formerly, Partner, Andersen Worldwide SC; Director or Trustee of the Funds.




<PAGE>


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 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.


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.




<PAGE>


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.


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 and
Murray; Director or Trustee of the Funds.


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 and U.S. Space Foundation; President
Emeritus, University of Pittsburgh; Founding Chairman, National Advisory Council
for Environmental Policy and Technology, Federal Emergency Management Advisory
Board and Czech Management Center, Prague; Director or Trustee of the Funds.


Marjorie P. Smuts
4905 Bayard Street
Pittsburgh, PA
Birthdate:  June 21, 1935

Trustee

     Public Relations/Marketing/Conference Planning; 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.




<PAGE>


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; Treasurer of some of
the Funds.


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 referred to in the list of Trustees and Officers, "Funds" includes the
following investment companies:

111 Corcoran Funds; 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 Obligations Trust II; 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;
WesMark Funds; and World Investment Series, Inc.

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

TRUSTEES COMPENSATION

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

Nicholas P. Constantakis+  $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 andTrustee

Peter E. Madden            $0
Trustee

John E. Murray, Jr.        $0
Trustee

Wesley W. Posvar           $0
Trustee

Marjorie P. Smuts          $0
Trustee

* Information is furnished for the fiscal year ending January 31, 1998.
#The aggregate compensation is provided for the Trust which is comprised of two
portfolios.
+Mr. Constantakis became a member of the Board of Trustees on February 23, 1998.

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.

ADVISORY FEES
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
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.

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 available;

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 bonds and other fixed income securities, at the last sale price on a
     national securities exchange, if available, otherwise as determined by an
     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

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

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
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. Although the transfer agent does not charge for
telephone redemptions, it reserves the right to charge a fee for the cost of
wire-transferred redemptions of less than $5,000.

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    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
Shareholders are subject to federal income tax on dividends and capital gains
received as cash or additional shares. The dividends received deduction for
corporations will apply to ordinary income distributions to the extent the
distributions represents amounts that would qualify for the dividends received
deduction to the Fund if the Fund were a regular corporation and to the extent
designated by the Fund as so qualifying. These dividends and any short-term
capital gains are taxable as ordinary income.

Capital Gains
      Long-term capital gains distributed to shareholders will be treated as
      long-term capital gains regardless of how long shareholders have held 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 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 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.

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,
thirty-seven percent of American households are pursuing their financial goals
through mutual funds. These investors, as well as businesses and institutions,
have entrusted over $4.4 trillion to the more than 6,700 funds available.
    






WESMARK BOND FUND

(A PORTFOLIO OF WESMARK FUNDS)

PROSPECTUS
   
The shares of WesMark Bond Fund (the "Fund") offered by this prospectus
represent interests in a diversified portfolio of securities. The Fund is an
investment portfolio of the WesMark Funds (the "Trust"), an open-end management
investment company (a mutual fund). The investment objective of the Fund is to
provide high current income consistent with preservation of capital. The Fund
invests primarily in a portfolio of investment grade bonds.      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 24,
1998, 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 24, 1998      TABLE OF
CONTENTS    
 SUMMARY OF FUND EXPENSES                    1
 GENERAL INFORMATION                         2
 INVESTMENT INFORMATION                      2
  Investment Objective                       2
  Investment Policies                        2
  Corporate Debt Obligations                 3
  U.S. Government Obligations                3
  Mortgage-Backed Securities                 4
  Convertible Securities                     5
  Zero Coupon Convertible Securities         6
  Restricted and Illiquid Securities         7
  Investing in Securities of Other
  Investment Companies                       7
  Temporary Investments                      7
  Repurchase Agreements                      7
  When-Issued or Delayed Delivery
  Transactions                               8
  Lending of Portfolio Securities            8
  Put and Call Options                       8
  Derivative Contracts and Securities       10
  Additional Investment Risks               10
  Investment Limitations                    11
 WESMARK FUNDS INFORMATION                  12
  Management of the Trust                   12
  Distribution of Fund Shares               13
  Administration of the Fund                14
  Expenses of the Fund                      15
 NET ASSET VALUE                            15
 INVESTING IN THE FUND                      15
  Minimum Investment Required               15
  What Shares Cost                          15
  Share Purchases                           16
  Systematic Investment Program             16
  Exchanging Securities for Fund Shares     16
  Confirmations and Account Statements      17
  Dividends and Capital Gains               17
 EXCHANGE PRIVILEGE                         17
 REDEEMING SHARES                           18
  Systematic Withdrawal Program             19
 Redemption Before Purchase Instruments
 Clear                                      19
  Accounts with Low Balances                19
 SHAREHOLDER INFORMATION                    19
  Voting Rights                             19
 EFFECT OF BANKING LAWS                     20
 TAX INFORMATION                            20
  Federal Income Tax                        20
  State and Local Taxes                     20
 PERFORMANCE INFORMATION                    21
 APPENDIX                                   22
 ADDRESSES                   Inside Back Cover
    


SUMMARY OF FUND EXPENSES
<TABLE>
<CAPTION>
                                         SHAREHOLDER TRANSACTION EXPENSES
<S>                                                                                            <C>
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 Contingent 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)                                                            0.50%
 12b-1 Fee (2).                                                                               0.00%
 Total Other Expenses                                                                         0.42%
  Shareholder Services Fee (2)                                                        0.00%
 Total Annual Fund Operating Expenses (after waiver) (3)                                      0.92%
</TABLE>

(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, 1999. 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 1.02% 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, 1999. 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 of less than $5,000 may be subject to additional fees.



 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...            $9      $29

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, 1999.

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, WesMark Growth Fund, WesMark Balanced Fund, and
WesMark Bond Fund. This prospectus relates only to WesMark 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,
diversified portfolio of investment-grade bonds. WesBanco Bank Wheeling is the
investment adviser to the Fund ("Adviser"). A minimum initial investment of
$1,000 is required unless the investment is in an Individual Retirement Account
("IRA"), in which case the minimum initial investment is $500. 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 to provide high current income
consistent with preservation 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. 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
   
ACCEPTABLE INVESTMENTS. The Fund invests primarily in a professionally managed,
diversified portfolio of bonds, which includes all permitted types of debt
instruments. Under normal circumstances, at least 65% of the Fund's net assets
will be invested in such bonds. Additionally, at least 65% of the Fund's net
assets will be invested in investment grade securities, including repurchase
agreements collateralized by such investment grade securities. Investment grade
securities are generally described as securities that are rated in one of the
top four ratings categories by a nationally recognized statistical rating
organization ("NRSRO"), such as Moody's Investors Service, Inc. ("Moody's"),
Standard & Poor's ("S&P"), or Fitch IBCA, Inc. ("Fitch"), or securities that are
unrated but determined by the Fund's Adviser to be of comparable quality.
Downgraded securities will be evaluated on a case-by-case basis by the Adviser.
The Adviser will determine whether or not the security continues to be an
acceptable investment. If not, the security will be sold. Permitted investments
include:
    
* domestic corporate debt obligations;

* obligations of the United States;

* notes, bonds, and discount notes of U.S. government agencies or
instrumentalities;

* mortgage-backed securities;

* commercial paper that matures in 270 days or less and is rated A-1 or A-2 by
S&P, P-1 or P-2 by Moody's, or F-1 or F-2 by Fitch;

* preferred stock and other equity-related securities which generally have
bond-like attributes, including zero-coupon and/or convertible securities;

* convertible securities;

* other securities; and

* repurchase agreements collateralized by acceptable investments.

Under normal circumstances, the Fund will not invest more than 10% of its total
assets in equity securities.

CORPORATE DEBT OBLIGATIONS

The corporate debt obligations in which the Fund invests will be rated
investment grade by an NRSRO, or of comparable quality in the judgment of the
Adviser.

The prices of fixed-income securities generally fluctuate inversely to the
direction of interest rates.

U.S. GOVERNMENT OBLIGATIONS

The U.S. government obligations in which the Fund invests are either issued
or guaranteed by the U.S. government, its agencies, or instrumentalities.
These securities include, but are not limited to:

* direct obligations of the U.S. Treasury, such as U.S. Treasury bills,
notes, and bonds;

* notes, bonds, and discount notes issued or guaranteed by U.S. government
agencies and instrumentalities supported by the full faith and credit of the
United States;

* notes, bonds, and discount notes of U.S. government agencies or
instrumentalities which receive or have access to federal funding; and

* notes, bonds, and discount notes of other U.S. government
instrumentalities supported only by the credit of the instrumentalities.

Some obligations issued or guaranteed by agencies or instrumentalities of
the U.S. government are backed by the full faith and credit of the U.S.
Treasury. No assurances can be given that the U.S. government will provide
financial support to other agencies or instrumentalities, since it is not
obligated to do so. These agencies and instrumentalities are supported by:

* the issuer's right to borrow an amount limited to a specific line of
credit from the U.S. Treasury;

* discretionary authority of the U.S. government to purchase certain
obligations of an agency or instrumentality; or

* the credit of the agency or instrumentality.

MORTGAGE-BACKED SECURITIES

The Fund may also invest in various mortgage-backed securities. These types of
investments may include adjustable rate mortgage securities, collateralized
mortgage obligations, real estate mortgage investment conduits, or other
securities collateralized by or representing an interest in real estate
mortgages (collectively, "mortgage securities"). Many mortgage securities are
issued or guaranteed by government agencies.

Prepayments on mortgage securities may result in a capital loss to the Fund to
the extent that the prepaid mortgage securities were purchased at a market
premium over their stated amount. Conversely, the prepayment of mortgage
securities purchased at a market discount from their stated principal amount
will accelerate the recognition of interest income by the Fund, which would be
taxed as ordinary income when distributed to the shareholders.

ADJUSTABLE RATE MORTGAGE SECURITIES ("ARMS"). ARMS are pass-through mortgage
securities representing interests in adjustable rather than fixed-interest-rate
mortgages. The ARMS in which the Fund invests are issued by the Government
National Mortgage Association ("GNMA"), the Federal National Mortgage
Association ("FNMA"), and the Federal Home Loan Mortgage Corporation ("FHLMC")
and are actively traded. The underlying mortgages which collateralize ARMS
issued by GNMA are fully guaranteed by the Federal Housing Administration
("FHA") or Veterans Administration ("VA"), while those collateralizing ARMS
issued by FHLMC or FNMA are typically conventional residential mortgages
conforming to strict underwriting size and maturity constraints.

COLLATERALIZED MORTGAGE OBLIGATIONS ("CMOS"). CMOs are bonds issued by
single-purpose, stand-alone finance subsidiaries or trusts of financial
institutions, government agencies, investment bankers, or companies related to
the construction industry. CMOs purchased by the Fund may be:

* collateralized by pools of mortgages in which each mortgage is guaranteed
as to payment of principal and interest by an agency or instrumentality of
the U.S. government;

* collateralized by pools of mortgages in which payment of principal and
interest is guaranteed by the issuer and such guarantee is collateralized by
U.S. government securities; or

* securities in which the proceeds of the issuance are invested in mortgage
securities and payment of the principal and interest is supported by the
credit of an agency or instrumentality of the U.S. government.

All CMOs purchased by the Fund are investment grade, as rated by a NRSRO, or are
of comparable quality, as determined by the Adviser.

REAL ESTATE MORTGAGE INVESTMENT CONDUITS ("REMICS"). REMICs are offerings of
multiple-class real estate mortgage-backed securities which qualify and elect
treatment as such under provisions of the Internal Revenue Code (the "Code").
Issuers of REMICs may take several forms, such as trusts, partnerships,
corporations, associations, or segregated pools of mortgages. Once REMIC status
is elected and obtained, the entity is not subject to federal income taxation.
Instead, income is passed through the entity and is taxed to the person or
persons who hold interests in the REMIC. A REMIC interest must consist of one or
more classes of "regular interests," some of which may offer adjustable rates of
interest, and a single class of "residual interests." To qualify as a REMIC,
substantially all the assets of the entity must be in assets directly or
indirectly secured principally by real property.

RESETS OF INTEREST. The interest rates paid on the ARMs, CMOs, and REMICs in
which the Fund invests generally are readjusted at intervals of one year or less
to an increment over some predetermined interest-rate index. There are two main
categories of indices: those based on U.S. Treasury securities and those derived
from a calculated measure, such as a cost of funds index or a moving average of
mortgage rates. Commonly utilized indices include the one-year and five-year
constant maturity Treasury Note rates, the three-month Treasury Bill rate, the
180-day Treasury Bill rate, rates on longer-term Treasury securities, the
National Median Cost of Funds, the one-month or three-month London Interbank
Offered Rate (LIBOR), the prime rate of a specific bank, or commercial paper
rates. Some indices, such as the one-year constant maturity Treasury Note rate,
closely mirror changes in market interest rate levels. Others tend to lag
changes in market rate levels and tend to be somewhat less volatile.

To the extent that the adjusted interest rate on the mortgage security reflects
current market rates, the market value of an adjustable rate mortgage security
will tend to be less sensitive to interest-rate changes than a fixed-rate debt
security of the same stated maturity. Hence, adjustable rate mortgage securities
which use indices that lag changes in market rates should experience greater
price volatility than adjustable rate mortgage securities that closely mirror
the market. Certain residual interest tranches of CMOs may have adjustable
interest rates that deviate significantly from prevailing market rates, even
after the interest rate is reset, and are subject to correspondingly increased
price volatility. In the event the Fund purchases such residual interest
mortgage securities, it will factor in the increased interest and price
volatility of such securities when determining its dollar-weighted average
duration.

CAPS AND FLOORS. The underlying mortgages which collateralize the ARMs, CMOs,
and REMICs in which the Fund invests will frequently have caps and floors which
limit the maximum amount by which the loan rate to the residential borrower may
change up or down: (1) per reset or adjustment interval, and (2) over the life
of the loan. Some residential mortgage loans restrict periodic adjustments by
limiting changes in the borrower's monthly principal and interest payments
rather than limiting interest-rate changes.

These payment caps may result in negative amortization. The value of mortgage
securities in which the Fund invests may be affected if market interest rates
rise or fall faster and farther than the allowable caps or floors on the
underlying residential mortgage loans. Additionally, even though the interest
rates on the underlying residential mortgages are adjustable, amortization and
prepayments may occur, thereby causing the effective maturities of the mortgage
securities in which the Fund invests to be shorter than the maturities stated in
the underlying mortgages.

COMMERCIAL PAPER. The Fund may purchase Commercial Paper, which is a short-term
debt obligation that matures in 270 days or less; is issued by banks,
corporations, or other institutions; and is rated one of the two highest rating
categories for short-term obligations by an NRSRO or, if unrated, is of
comparable quality to securities having such ratings.

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. The Fund may also invest in such securities that are
rated below investment grade or are of comparable quality. A description of the
ratings categories is contained in the Appendix to this prospectus. There is no
minimum rating applicable to corporate securities purchased or held by the Fund,
and the Fund may, from time to time, purchase or hold such securities in the
lowest category, including securities in default. 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.

Bonds that are not determined to be investmentgrade are high-yield, high-risk
bonds, typically subject to greater market fluctuations and greater risk of loss
of income and principal due to an issuer's default. To a greater extent than
investment-grade bonds, lower-rated bonds tend to reflect short-term corporate,
economic, and market developments, as well as investor perceptions of the
issuer's credit quality. In addition, lower-rated bonds may be more difficult to
dispose of or to value than higher-rated, lower-yielding bonds. Changes in
economic conditions or other circumstances are more likely to lead to a weakened
capacity to make principal and interest payments than higher-rated bonds.

ZERO COUPON CONVERTIBLE SECURITIES

Zero coupon convertible securities are debt securities which are issued at a
discount to their face amount and do not entitle the holder to any periodic
payments of interest prior to maturity. Rather, interest earned on zero coupon
convertible securities accretes at a stated yield until the security reaches its
face amount at maturity. Zero coupon convertible securities are convertible into
a specific number of shares of the issuer's common stock. In addition, zero
coupon convertible securities usually have put features that provide the holder
with the opportunity to put the bonds back to the issuer at a stated price
before maturity. Generally, the prices of zero coupon convertible securities may
be more sensitive to market interest rate fluctuations than conventional
convertible securities.

Federal income tax law requires the holder of a zero coupon convertible security
to recognize income with respect to the security prior to the receipt of cash
payments. To maintain its qualification as a regulated investment company and
avoid liability of federal income taxes, the Fund will be required to distribute
income accrued with respect to zero coupon convertible securities which it owns,
and may have to sell portfolio securities (perhaps at disadvantageous times) in
order to generate cash to satisfy these distribution requirements.

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 to 15% of its net assets.

The Fund may invest in commercial paper issued in reliance on the exemption from
registration afforded by Section 4(2) of the Securities Act of 1933. Section
4(2) commercial paper is restricted as to disposition under the federal
securities laws, and is generally sold to institutional investors, such as the
Fund, who agree that they are purchasing the paper for investment purposes and
not with a view to public distribution. Any resale by the purchaser must be in
an exempt transaction. Section 4(2) commercial paper is normally resold to other
institutional investors like the Fund through or with the assistance of the
issuer or investment dealers who make a market in Section 4(2) commercial paper,
thus providing liquidity. The Fund believes that Section 4(2) commercial paper,
and possibly certain other restricted securities which meet the criteria for
liquidity established by the Trustees, are quite liquid. The Fund intends,
therefore, to treat the restricted securities which meet the criteria for
liquidity established by the Trustees, including Section 4(2) commercial paper,
as determined by the Adviser, as liquid and not subject to the investment
limitations applicable to illiquid securities.

INVESTING IN SECURITIES OF OTHER INVESTMENT COMPANIES

The Fund may invest its assets in securities of other investment companies as an
efficient means of carrying out its investment policies. It should be noted that
investment companies incur certain expenses, such as management fees, and,
therefore, any investment by the Fund in shares of other investment companies
may be subject to such duplicate expenses.

TEMPORARY INVESTMENTS

The Fund may also invest temporarily in cash and cash items during times of
unusual market conditions for defensive purposes and to maintain liquidity.

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 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. 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.
Repurchase agreements are included within the definition of investment grade
securities.

WHEN-ISSUED OR 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 the transaction 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 in 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
on a short-term or long-term basis up to one-third of the value of its total
assets 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 under
guidelines established by the Trustees 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.

PUT AND CALL OPTIONS

The Fund may purchase put options on financial futures contracts and put options
on portfolio securities. Financial futures may include index futures. These
options will be used as a hedge to attempt to protect securities which the Fund
holds against decreases in value. For the immediate future, the Fund will enter
into futures contracts directly only when it desires to exercise a financial
futures put option in its portfolio rather than either closing out the option or
allowing it to expire. The Fund will only purchase puts on financial futures
contracts which are traded on a nationally recognized exchange.

The Fund will generally purchase over-the-counter put options on portfolio
securities in negotiated transactions with the writers of the options since
options on the portfolio securities held by the Fund are typically not traded on
an exchange. The Fund purchases options only from investment dealers and other
financial associations (such as commercial banks or savings associations) deemed
creditworthy by the Adviser.

In general, over-the-counter put options differ from exchange-traded put options
in the following respects. Over-the-counter put options are two-party contracts
with price and terms negotiated between buyer and seller, and such options are
endorsed and/or guaranteed by third parties (such as a New York Stock Exchange
member). Additionally, over-the-counter strike prices are adjusted to reflect
dividend payments, initial strike prices are generally set at market, and option
premiums (which are all time premiums) are amortized on a straight-line basis
over the life of the option. In contrast, exchange-traded options are
third-party contracts with standardized strike prices and expiration dates and
are purchased from the Clearing Corporation. Strike prices are not adjusted for
dividends, and options are marked to market, thereby obviating the need to
amortize the time premium. Exchange-traded options have a continuous liquid
market while over-the-counter options do not.

The Fund may also write call options on all or any portion of its portfolio in
an effort to generate income for the Fund. The Fund will write call options on
securities either held in its portfolio or 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. The call options which the Fund
writes and sells must be listed on a recognized options exchange. Although the
Fund reserves the right to write covered call options on its entire portfolio,
it will not write such options on more than 25% of its total assets unless a
higher limit is authorized by its Trustees.

The Fund may attempt to hedge the portfolio by entering into financial futures
contracts and to write calls on financial futures contracts.

RISKS OF PUTS AND CALLS. When the Fund writes a call option, the Fund risks not
participating in any rise in the value of the underlying security. In addition,
when the Fund purchases puts on financial futures contracts to protect against
declines in prices of portfolio securities, 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 its corresponding put 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 such an event, the Fund may lose the purchase price of the
put option. Finally, it is not certain that a secondary market for options will
exist at all times. Although the Adviser will consider liquidity before entering
into option transactions, there is no assurance that a liquid secondary market
on an exchange will exist for any particular option or at any particular time.
The Fund's ability to establish and close out option positions depends on this
secondary market.

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.

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 in the applicable prospectus
sections above. To the extent that the Fund invests in securities that could be
characterized as derivatives, such as asset-backed securities and
mortgage-backed securities, including ARMS, CMOs, and REMICs, it will only do so
in a manner consistent with its investment objectives, policies, and
limitations.

ADDITIONAL INVESTMENT RISKS

DEBT MARKET. 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.

MORTGAGE-BACKED SECURITIES. Mortgage-backed securities generally pay back
principal and interest over the life of the security. At the time the Fund
reinvests the payments and any unscheduled prepayments of principal received,
the Fund may receive a rate of interest which is actually lower than the rate of
interest paid on these securities ("prepayment risks"). Mortgage-backed
securities are subject to higher prepayment risks than most other types of debt
instruments with prepayment risks because the underlying mortgage loans or the
collateral supporting mortgage-backed securities may be prepaid without penalty
or premium. Prepayment risks on mortgage-backed securities tend to increase
during periods of declining mortgage interest rates because many borrowers
refinance their mortgages to take advantage of the more favorable rates.
Prepayments on mortgage-backed securities are also affected by other factors,
such as the frequency with which people sell their homes or elect to make
unscheduled payments on their mortgages. While mortgage-backed securities
generally entail less risk of a decline during periods of rapidly rising
interest rates, mortgage-backed securities may also have less potential for
capital appreciation than other similar investments (e.g., investments with
comparable maturities) because as interest rates decline, the likelihood
increases that mortgages will be prepaid. Furthermore, if mortgage-backed
securities are purchased at a premium, mortgage foreclosures and unscheduled
principal payments may result in some loss of a holder's principal investment to
the extent of the premium paid. Conversely, if mortgage-backed securities are
purchased at a discount, both a scheduled payment of principal and an
unscheduled prepayment of principal would increase current and total returns and
would accelerate the recognition of income, which would be taxed as ordinary
income when distributed to shareholders.

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 LIMITATIONS

The following investment limitations cannot be changed without shareholder
approval. The Fund will not:

* borrow money directly or through reverse repurchase agreements (arrangements
in which the Fund sells a portfolio instrument for at least a percentage of its
cash value with an agreement to buy it back on a set date) except, under certain
circumstances, the Fund may borrow up to one-third of the value of its net
assets; nor

* with respect to securities comprising 75% of the value of its total assets,
the Fund will not purchase securities of any one issuer (other than cash; cash
items; securities issued or guaranteed by the government of the United States or
its agencies or instrumentalities and repurchase agreements collateralized by
such U.S. government securities; and securities of other investment companies)
if as a result more than 5% of the value of its total assets would be invested
in the securities of that issuer, or it would own more than 10% of the
outstanding voting securities of that issuer.

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 46 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 $563 million on December 31, 1997. 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 $1.9 billion.

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, served as Senior Vice President of Trusts and Investments since 1991, and
has been Executive Vice President of Trusts and Investments 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.

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 of Investments 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.

SUPPLEMENTAL PAYMENTS TO FINANCIAL INSTITUTIONS. In addition to payments made
pursuant to the Plan and Services Agreement, Edgewood Services, Inc. and
Federated Shareholder Services, from their own assets, may pay financial
institutions supplemental fees for the performance of substantial sales
services, distribution-related support services, or shareholder services. The
support may include sponsoring sales, educational, and training seminars for
their employees, providing sales literature, and engineering computer software
programs that emphasize the attributes of the Fund. Such assistance will be
predicated upon the amount of Shares the financial institution sells or may
sell, and/or upon the type and nature of sales or marketing support furnished by
the financial institution. Any payments made by the distributor may be
reimbursed by the Fund' s Adviser or its affiliates 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
        0.150%           on the first $250 million
        0.125%           on the next $250 million
        0.100%           on the next $250 million
        0.075%      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 unless the
investment is in an Individual Retirement Account, in which case the minimum
initial investment is $500. 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. The Fund may waive the initial minimum
investment from time to time. 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, Jr. 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.

CONFIRMATIONS AND ACCOUNT STATEMENTS

Shareholders will receive detailed confirmations of transactions (except for
systematic program transactions). In addition, shareholders will receive
periodic statements reporting all account activity, including dividends paid.
The Fund will not issue share certificates.

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.

EXCHANGE PRIVILEGE

You may exchange shares of the Fund for shares of any of the other WesMark Funds
at net asset value without a sales charge, provided you have received a copy of
the current prospectus of the WesMark Fund you wish to purchase, and you meet
the applicable investment minimum.

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 determines it necessary to terminate or modify this method of redemption,
shareholders will 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:

* 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");

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

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

* 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 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,
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 and 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 30-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
yield does 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 (not including any waivers).

                                          AVERAGE ANNUAL TOTAL RETURN
                                     FOR THE PERIOD ENDING DECEMBER 31, 1997*
 CTFS                           1 YEAR   5 YEARS   10 YEARS   SINCE INCEPTION
 The Fund for U.S.
 Government Securities
 Inception: July 1,              6.74%     5.17%     6.54%        7.97%
 1979
 The Fixed Income Fund
 Inception: July 18,             7.09%     6.44%     7.54%        8.04%
 1973

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

APPENDIX

STANDARD & POOR'S ("S&P") CORPORATE BOND RATING DEFINITIONS

AAA --Debt rated "AAA" has the highest rating assigned by S&P. 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.

BB, B, CCC, CC --Debt rated "BB", "B", "CCC", and "CC" is regarded, on balance,
as predominantly speculative with respect to capacity to pay interest and repay
principal in accordance with the terms of the obligation. "BB" indicates the
lowest degree of speculation and "CC" the highest degree of speculation. While
such debt will likely have some quality and protective characteristics, these
are outweighed by large uncertainties of major risk exposures to adverse
conditions.

CI --The rating "CI" is reversed for income bonds on which no interest is being
paid.

D --Debt rated "D" is in default, and payment of interest and/or repayment of
principal is in arrears.

MOODY'S INVESTORS SERVICE, INC. CORPORATE 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 edged." Interest payments are protected by a large or 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 near 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.

BA --Bonds which are "Ba" are judged to have speculative elements; their future
cannot be considered well assured. Often the protection of interest and
principal payments may be very moderate and thereby not well safeguarded during
both good and bad times over the future. Uncertainty of position characterizes
bonds in this class.

B --Bonds which are rated "B" generally lack characteristics of a desirable
investment. Assurance of interest and principal payments or of maintenance of
other terms of the contract over any long period of time may be small.

CAA --Bonds which are rated "Caa" are of poor standing. Such issues may be in
default or there may be present elements of danger with respect to principal or
interest.

CA --Bonds which are "Ca" represent obligations which are speculative in a high
degree. Such issues are often in default or have other marked shortcomings.

C --Bonds which are rated "C" are the lowest-rated class of bonds, and issues so
rated can be regarded as having extremely poor prospects of ever attaining any
real investment standing.     FITCH IBCA, INC., INVESTMENT GRADE BOND 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 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.

BB --Bonds are considered speculative. The obligor's ability to pay interest and
repay principal may be affected over time by adverse economic changes. However,
business and financial alternatives can be identified which could assist the
obligor in satisfying its debt-service requirements.

B --Bonds are considered highly speculative. While bonds in this class are
currently meeting debt-service requirements, the probability of continued timely
payment of principal and interest reflects the obligor's limited margin of
safety and the need for reasonable business and economic activity throughout the
life of the issue.

CCC --Bonds have certain identifiable characteristics which, if not remedied,
may lead to default. The ability to meet obligations requires an advantageous
business and economic environment.

CC --Bonds are minimally protected. Default in payment of interest and/or
principal seems probable over time.

C --Bonds are in imminent default in payment of interest or principal.

DDD, DD, AND D --Bonds are in default on interest and/or principal payments.
Such bonds are extremely speculative and should be valued on the basis of their
ultimate recovery value in liquidation or reorganization of the obligor. "DDD"
represents the highest potential for recovery on these bonds, and "D" represents
the lowest potential for recovery.

ADDRESSES

 WesMark Bond Fund
                                           5800 Corporate Drive
                                           Pittsburgh, Pennsylvania
                                           15237-7010
 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
                                           1001 Liberty Avenue
                                           Pittsburgh, Pennsylvania
                                           15222-3779
 Portfolio Accounting Services
              Federated Services Company
                                           Federated Investors Tower
                                           1001 Liberty Avenue
                                           Pittsburgh, Pennsylvania
                                           15222-3779
    
 Independent Auditors
              Deloitte & Touche LLP
                                           2500 One PPG Place
                                           Pittsburgh, PA 15222

WESMARK BOND FUND

PROSPECTUS

A Diversified Portfolio of WesMark Funds, an Open-End, Management Investment
Company
   
March 24, 1998
    
[Graphic]

Federated Investors
Edgewood Services, Inc., Distributor
   
Cusip 951025402
    
G01970-11 (3/98)
[Graphic]









                                   WESMARK BOND FUND

                             (A PORTFOLIO OF WESMARK FUNDS)

                          STATEMENT OF ADDITIONAL INFORMATION










       

    This Statement of Additional Information should be read with the prospectus
    of WesMark Bond Fund (the "Fund") dated March 24, 1998. 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.

    5800 CORPORATE DRIVE
    PITTSBURGH, PENNSYLVANIA 15237-7010


                             Statement dated March 24, 1998

                                              

EDGEWOOD SERVICES, INC.
Distributor
A subsidiary of FEDERATED INVESTORS

Cusip 951025402
G01970-12 (3/98)



<PAGE>




TABLE OF CONTENTS
- -----------------------------------------------------------------------------

1

GENERAL INFORMATION ABOUT THE FUND  1

INVESTMENT OBJECTIVE AND POLICIES   1
  Acceptable Investments1
  Convertible Securities1
  Futures and Options Transactions  1
  Investing in Securities of Other Investment
   Companies      3
  When-Issued and Delayed Delivery Transactions 3
  Lending of Portfolio Securities   3
  Repurchase Agreements 3
  Reverse Repurchase Agreements     3
  Portfolio Turnover    4

INVESTMENT LIMITATIONS  4

WESMARK FUNDS MANAGEMENT      6
  Officers and Trustees 6
  Fund Ownership  10
  Trustees Compensation 10
  Trustee Liability     10

INVESTMENT ADVISORY SERVICES  11
  Adviser to the Fund   11
  Advisory Fees   11

OTHER SERVICES    11
  Fund Administration   11
  Custodian 11
  Transfer Agent,Dividend Disbursing Agent, and
    Portfolio Accounting Services   11
  Independent Auditors  11



BROKERAGE TRANSACTIONS  11

PURCHASING SHARES 12
  Distribution and Shareholder Services Plans   12
  Administrative Arrangements 12
  Conversion to Federal Funds 12

DETERMINING NET ASSET VALUE   12
  Valuing Futures and Options 12

REDEEMING SHARES  13
  Redemption in Kind    13

MASSACHUSETTS PARTNERSHIP LAW 13

TAX STATUS  13
  The Fund's Tax Status 13
  Shareholders' Tax Status    13

TOTAL RETURN      14

YIELD 14

PERFORMANCE COMPARISONS 14
  Economic and Market Information   15


<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 high current income consistent
with preservation of capital. The objective cannot be changed without approval
of shareholders.

ACCEPTABLE INVESTMENTS
As a matter of investment policy, which may be changed without shareholder
approval, the Fund will, under normal circumstances, invest at least 65% of the
value of its net assets in investment grade bonds. Permitted investments
include:

      odomestically-issued corporate debt obligations;

      omortgage-backed securities;

      oobligations issued or guaranteed by the U.S. government, its agencies or
         instrumentalities; and

      orepurchase agreements.

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.

FUTURES AND OPTIONS TRANSACTIONS

The Fund may attempt to hedge all or a portion of its portfolio by buying and
selling financial futures contracts, buying put options on portfolio securities
and listed put options on futures contracts, and writing call options on futures
contracts. The Fund may also write covered call options on portfolio securities
to attempt to increase its current income. The Fund currently does not intend to
invest more than 5% of its total assets in options transactions.
    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. In the fixed income securities market, price generally moves
         inversely to interest rates. Thus, a rise in rates generally means a
         drop in price. Conversely, a drop in rates generally 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.

    PUT OPTIONS ON FINANCIAL FUTURES CONTRACTS

         The Fund may purchase listed put options on financial futures
         contracts. 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 would purchase put options on futures contracts 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 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.

    CALL OPTIONS ON FINANCIAL FUTURES CONTRACTS

         In addition to purchasing put options on futures, the Fund may write
         listed call options on futures contracts 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. 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 OPTIONS ON PORTFOLIO SECURITIES

         The Fund may purchase put 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 to sell
         the underlying security to the writer (seller) as a specified price
         during the term of the option.

    WRITING COVERED CALL OPTIONS ON PORTFOLIO SECURITIES

         The Fund may also write covered 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. The Fund may only sell 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).

INVESTING IN SECURITIES OF OTHER INVESTMENT COMPANIES

The Fund may invest in the securities of affiliated money market funds as an
efficient means of managing the Fund's uninvested cash.

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 other 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. The Fund does not intend to
engage in when-issued and delayed delivery transactions to an extent that would
cause the segregation of more than 20% of the total value of its assets.

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.

There is a 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.

REPURCHASE AGREEMENTS

The Fund requires its custodian to take possession of the securities subject to
repurchase agreements, and these securities are 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 a defaulting seller files for bankruptcy or
becomes insolvent, disposition of 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 will
only enter into repurchase agreements with banks and other recognized financial
institutions, such as broker/dealers, which are deemed by the Adviser to be
creditworthy pursuant to guidelines established by the Trustees.

REVERSE REPURCHASE AGREEMENTS

The Fund may also 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. The securities are marked-to-market daily and
maintained until the transaction is settled.



<PAGE>


PORTFOLIO TURNOVER

The Fund will not attempt to set or meet a portfolio turnover rate since any
turnover would be incidental to transactions undertaken in an attempt to achieve
the Fund's investment objectives. Securities in the Fund's portfolio will be
sold whenever the 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 Adviser does not anticipate that portfolio
turnover will result in adverse tax consequences. Any such trading will increase
the Fund's portfolio turnover rate and transaction costs. The Adviser does not
anticipate that the Fund's portfolio turnover rate will exceed 200%.

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.

    DIVERSIFICATION OF INVESTMENTS

      With respect to securities comprising 75% of the value of its total
      assets, the Fund will not purchase securities of any one issuer (other
      than cash, cash items, securities issued or guaranteed by the government
      of the United States or its agencies or instrumentalities and repurchase
      agreements collateralized by such U.S. government securities; and
      securities of other investment companies) if, as a result, more than 5% of
      the value of the its total assets would be invested in the securities of
      that issuer, or it would own more than 10% of the outstanding voting
      securities of that issuer.


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 debt securities 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. 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.


Writing Covered Call Options and Purchasing Put Options
      The Fund will not write call options on securities unless the securities
      are held in the Fund's portfolio or unless the Fund is entitled to them in
      deliverable form without further payment or after segregating cash in the
      amount of any further payment. The Fund will not purchase put options on
      securities unless the securities are held in the Fund's portfolio.
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, pledge or lend 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."



<PAGE>



WESMARK FUNDS MANAGEMENT
OFFICERS AND TRUSTEES

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
15 Old Timber Trail
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.; Director, Member of
Executive Committee, 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; formerly, President, Naples Property
Management, Inc. and Northgate Village Development Corporation; Director or
Trustee of the Funds.


Nicholas P. Constantakis
175 Woodshire Drive
Pittsburgh, PA
Birthdate:  September 3, 1939

Director

Formerly, Partner, Andersen Worldwide SC; Director or Trustee of the Funds.




<PAGE>


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 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.


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.




<PAGE>


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.


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 and
Murray; Director or Trustee of the Funds.


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 and U.S. Space Foundation; President
Emeritus, University of Pittsburgh; Founding Chairman, National Advisory Council
for Environmental Policy and Technology, Federal Emergency Management Advisory
Board and Czech Management Center, Prague; Director or Trustee of the Funds.


Marjorie P. Smuts
4905 Bayard Street
Pittsburgh, PA
Birthdate:  June 21, 1935

Trustee

     Public Relations/Marketing/Conference Planning; 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.




<PAGE>


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; Treasurer of some of
the Funds.


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 referred to in the list of Trustees and Officers, "Funds" includes the
following investment companies:

111 Corcoran Funds; 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 Obligations Trust II; 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;
WesMark Funds; and World Investment Series, Inc.

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

TRUSTEES COMPENSATION

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

Nicholas P. Constantakis+  $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 andTrustee

Peter E. Madden            $0
Trustee

John E. Murray, Jr.        $0
Trustee

Wesley W. Posvar           $0
Trustee

Marjorie P. Smuts          $0
Trustee

* Information is furnished for the fiscal year ending January 31, 1998.
#The aggregate compensation is provided for the Trust which is comprised of two
portfolios.
+Mr. Constantakis became a member of the Board of Trustees on February 23, 1998.

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.

ADVISORY FEES
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
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 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. Although the transfer agent does not charge for
telephone redemptions, it reserves the right to charge a fee for the cost of
wire-transferred redemptions of less than $5,000.

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    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
Shareholders are subject to federal income tax on dividends and capital gains
received as cash or additional shares. The dividends received deduction for
corporations will apply to ordinary income distributions to the extent the
distributions represents amounts that would qualify for the dividends received
deduction to the Fund if the Fund were a regular corporation and to the extent
designated by the Fund as so qualifying. These dividends and any short-term
capital gains are taxable as ordinary income.

Capital Gains
      Long-term capital gains distributed to shareholders will be treated as
      long-term capital gains regardless of how long shareholders have held 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 "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.

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,
thirty-seven percent of American households are pursuing their financial goals
through mutual funds. These investors, as well as businesses and institutions,
have entrusted over $4.4 trillion to the more than 6,700 funds available.
    



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