WESMARK FUNDS, 485APOS, 1999-02-26

WESMARK FUNDS
485APOS, 1999-02-26

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

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-1A

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

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

Post-Effective Amendment No.__4___ .....X__
-

and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 X

Amendment No. 5 ................................................X
----- -----

WESMARK FUNDS

(Exact name of Registrant as Specified in Charter)

5800 Corporate Drive

Pittsburgh, Pennsylvania 15237-7010

(Address of Principal Executive Offices)

(412) 288-1900

(Registrant's Telephone Number)

John W. McGonigle, Esquire,
Federated Investors Tower,

Pittsburgh, Pennsylvania 15222-3779

(Name and Address of Agent for Service)

It is proposed that this filing will become effective:

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

If appropriate, check the folling box:

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

Copies To:

Matthew G. Maloney, Esquire
Dickstein Shapiro Morin & Oshinsky LLP

2101 L Street, N.W.
Washington, D.C. 20037

PROSPECTUS

WESMARK BALANCED FUND

A Portfolio of WesMark Funds

A mutual fund seeking capital appreciation and income by investing primarily in
equity and debt securities.

SHARES OF THE WESMARK BALANCED FUND, LIKE SHARE OF ALL MUTUAL FUNDS, ARE NOT
BANK DEPOSITS, FEDERALLY INSURED, OR GUARANTEED, AND MAY LOSE VALUE.

As with all mutual funds, the Securities and Exchange Commission has not
approved or disapproved these securities or passed upon the adequacy of this
prospectus, and any representation to the contrary is a criminal offense.

CONTENTS

Fund Goal, Strategies, and Risks
Risk/Return Summary What are the
Fund's Fees and Expenses?

What are the Principal Securities in
Which the Fund Invests? What are the
Specific Risks of Investing in the
Fund?

What do Shares Cost?
How is the Fund Sold?
How to Purchase Shares
How to Redeem and Exchange Shares
Account and Share Information
Who Manages the Fund?
Financial Information

April __, 1999

FUND GOAL, STRATEGIES AND RISKS

WHAT IS THE FUND'S GOAL?

The Fund's goal (investment objective) 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 strategies and policies described in this
prospectus.

WHAT ARE THE FUND'S MAIN INVESTMENT STRATEGIES?

The Fund invests in a diversified portfolio of equity and debt securities. 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.

The Fund will include stocks which pay dividends and will attempt to maintain an
above average dividend yield. By combining bonds and stocks with above average
yield, the Fund expects to dampen market volatility, provide above average
income return, and achieve long-term growth higher than the rate of inflation.

WHAT ARE THE MAIN RISKS OF INVESTING IN THE FUND?

As with all mutual funds, the Fund's investments are subject to risks that could
cause their value to go down. Since the Fund invests in a wide variety of
securities, the Fund is subject to the risks of both stock market volatility and
the risks of debt securities.

The value of the stocks in the Fund's portfolio will go up and down, and
therefore the value of your Fund shares will also change. These changes could be
a long-term trend or drastic, short-term movement. The Fund's portfolio will
reflect changes in the prices of individual portfolio stocks or general changes
in stock valuations. The prices of fixed-rate debt securities change in the
opposite direction as interest rates. Therefore, if interest rates increase, the
value of the Fund's portfolio securities, and therefore the Fund's shares, may
go down. Consequently, the Fund's share price could decline and you could lose
money.

The Shares offered by this prospectus are not deposits or obligations of any
bank, are not endorsed or guaranteed by any bank and are not insured or
guaranteed by the U.S. government, the Federal Deposit Insurance Corporation,
the Federal Reserve Board, or any other government agency.

RISK/RETURN SUMMARY

RISK/RETURN BAR CHART AND TABLE

THE GRAPHIC PRESENTATION DISPLAYED HERE CONSISTS OF A BAR CHART
REPRESENTING THE ANNUAL TOTAL RETURNS OF THE FUND AS OF THE CALENDAR YEAR-END
FOR EACH OF (NUMBER OF YEARS ---- ---------- ------ REPRESENTED) YEARS.
- ------------ THE `Y' AXIS REFLECTS THE "% TOTAL RETURN" BEGINNING WITH "0" AND
INCREASING IN INCREMENTS OF 5 UP TO 25%. -- THE `X' AXIS REPRESENTS CALCULATION
PERIODS [CHOOSE ONE:] (FROM THE EARLIEST CALENDAR YEAR END OF THE (FUND'S START
OF BUSINESS) THROUGH THE CALENDAR YEAR ENDED (DATE)). THE LIGHT GRAY SHADED
CHART FEATURES (NUMBER OF BARS) DISTINCT VERTICAL BARS, EACH SHADED IN CHARCOAL,
AND EACH VISUALLY REPRESENTING BY HEIGHT THE TOTAL RETURN PERCENTAGES FOR THE
CALENDAR YEAR STATED DIRECTLY AT ITS BASE. THE CALCULATED TOTAL RETURN
PERCENTAGE FOR THE Fund FOR EACH CALENDAR YEAR IS STATED DIRECTLY AT THE TOP OF
EACH RESPECTIVE BAR, FOR THE CALENDAR YEARS (FIRST CALENDAR YEAR) THROUGH (LAST
CALENDAR YEAR). The percentages noted are: (INSERT PERCENTAGES SHOWN AT THE TOP
OF EACH BAR IN THE CHART). THE FUND'S TOTAL RETURN FROM JANUARY 1, (INSERT YEAR)
TO (INSERT MOST RECENTLY ENDED QUARTER) WAS ____%.) WITHIN THE PERIOD SHOWN IN
THE CHART, THE FUND'S HIGHEST QUARTERLY RETURN WAS ____% (QUARTER ENDED
________, 199__). ITS LOWEST QUARTERLY RETURN WAS _____% (QUARTER ENDED
_________, 199__).

AVERAGE ANNUAL TOTAL RETURN

Life of the Fund1 1 Year

Fund % %

Index % %

1 SINCE INCEPTION DATE OF _____________

THE FUND COMPARED TO __________________________ (__________) FOR THE CALENDAR
PERIODS ENDING (INSERT APPLICABLE CALENDAR YEAR END). THE BAR CHART SHOWS THE
VARIABILITY OF THE FUND'S ACTUAL TOTAL RETURN ON A YEARLY BASIS. THE TABLE SHOWS
THE FUND'S TOTAL RETURNS AVERAGED OVER A PERIOD OF YEARS RELATIVE TO _________,
A BROAD-BASED MARKET INDEX. WHILE PAST PERFORMANCE DOES NOT NECESSARILY PREDICT
FUTURE PERFORMANCE, THIS INFORMATION PROVIDES YOU WITH HISTORICAL PERFORMANCE
INFORMATION SO THAT YOU CAN ANALYZE WHETHER THE FUND'S INVESTMENT RISKS ARE
BALANCED BY ITS POTENTIAL REWARDS.

WHAT ARE THE FUND'S FEES AND EXPENSES?

WESMARK BALANCED FUND

FEES AND EXPENSES

This table describes the fees and expenses that you may pay if you buy and hold
shares of the Fund's.
<TABLE>
<CAPTION>
<S> <C>
SHAREHOLDER FEES
FEES PAID DIRECTLY FROM YOUR INVESTMENT
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of None
offering price)
Maximum Deferred Sales Charge (Load) (as a percentage of original purchase None
price or redemption proceeds, as applicable)
Maximum Sales Charge (Load) Imposed on Reinvested Dividends (and other None
Distributions) (as a percentage of offering price).
Redemption Fee (as a percentage of amount redeemed, if applicable) None
Exchange Fee None

ANNUAL FUND OPERATING EXPENSES(Before Reimbursement)1
EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS (AS A PERCENTAGE OF AVERAGE NET
ASSETS)
Management Fee2 0.75%
Distribution (12b-1) Fee3 0.25%
Shareholder Services Fee4 0.25%
Other Expenses 0.49%
Total Annual Fund Operating Expenses 1.74%
- ------------------------------------------------------------------------------------------------------
1 Although not contractually obligated to do so, the adviser waived and
distributor reimbursed certain amounts. These are shown below along with the
net expenses the Fund ACTUALLY PAID for the fiscal year ended January 31,
1999.

Reimbursement of Fund Expenses 0.59%
Total Annual Fund Operating Expenses (after reimbursement) 1.15%

- ------------------------------------------------------------------------------------------------------
</TABLE>

2 The adviser voluntarily waived a portion of the management fee. The adviser
can terminate this voluntary waiver at any time. The management fee paid by
the Fund (after the voluntary waiver) was 0.66% for the year ended January 31,
1999.

3 The Fund did not pay or accrue the distribution (12b-1) fee during the year
ended January 31, 1999. The Fund has no present intention of paying or
accruing the distribution (12b-1) fee during the year ended January 31, 2000.

4 The Fund did not pay or accrue the shareholder services fee during the year
ended January 31, 1999. The Fund has no present intention of paying or
accruing the shareholder services fee during the year ended January 31, 2000.

EXAMPLE

The following Example is intended to help you compare the cost of investing in
the Fund with the cost of investing in other mutual funds.

The Example assumes that you invest $10,000 in the Fund for the time periods
indicated and then redeem all of your Shares at the end of those periods.
Expenses assuming no redemption are also shown. The Example also assumes that
your investment has a 5% return each year and that the Fund operating expenses
are BEFORE WAIVERS as shown in the Table and remain the same. Although your
actual costs may be higher or lower, based on these assumptions your costs would
be:

1 YEAR 3 YEARS 5 YEARS 10 YEARS
$184 $569 $980 $2,127

WHAT ARE THE PRINCIPAL SECURITIES IN WHICH THE FUND INVESTS?

EQUITY SECURITIES

Equity securities represent a share of an issuer's earnings and assets, after
the issuer pays its liabilities. The Fund cannot predict the income it will
receive from equity securities because issuers generally have discretion as to
the payment of any dividends or distributions. However, equity securities offer
greater potential for appreciation than many other types of securities, because
their value increases directly with the value of the issuer's business. The
following describes the types of equity securities in which the Fund invests.

COMMON STOCKS

Common stocks are the most prevalent type of equity security. Common stocks
receive the issuer's earnings after the issuer pays its creditors and any
preferred stockholders. As a result, changes in an issuer's earnings
directly influence the value of its common stock.

PREFERRED STOCKS

Preferred stocks have the right to receive specified dividends or
distributions before the issuer makes payments on its common stock. Some
preferred stocks also participate in dividends and distributions paid on
common stock. Preferred stocks may also permit the issuer to redeem the
stock. The Fund may also treat such redeemable preferred stock as a fixed
income security.

FIXED INCOME SECURITIES

Fixed income securities pay interest, dividends or distributions at a specified
rate. The rate may be a fixed percentage of the principal or adjusted
periodically. In addition, the issuer of a fixed income security must repay the
principal amount of the security, normally within a specified time. Fixed income
securities provide more regular income than equity securities. However, the
returns on fixed income securities are limited and normally do not increase with
the issuer's earnings. This limits the potential appreciation of fixed income
securities as compared to equity securities.

A security's yield measures the annual income earned on a security as a
percentage of its price. A security's yield will increase or decrease depending
upon whether it costs less (a discount) or more (a premium) than the principal
amount. If the issuer may redeem the security before its scheduled maturity, the
price and yield on a discount or premium security may change based upon the
probability of an early redemption. Securities with higher risks generally have
higher yields.

The following describes the types of fixed income securities in which the Fund
invests.

TREASURY SECURITIES

Treasury securities are direct obligations of the federal government of the
United States. Treasury securities are generally regarded as having the lowest
credit risks.

AGENCY SECURITIES

Agency securities are issued or guaranteed by a federal agency or other
government sponsored entity acting under federal authority (a GSE). The
United States supports some GSEs with its full, faith and credit. Other GSEs
receive support through federal subsidies, loans or other benefits. A few
GSEs have no explicit financial support, but are regarded as having implied
support because the federal government sponsors their activities. Agency
securities are generally regarded as having low credit risks, but not as low
as treasury securities.

The Fund treats mortgage backed securities guaranteed by GSEs as agency
securities. Although a GSE guarantee protects against credit risks, it does
not reduce the market and prepayment risks of these mortgage backed
securities.

CORPORATE DEBT SECURITIES

Corporate debt securities are fixed income securities issued by businesses.
Notes, bonds, debentures and commercial paper are the most prevalent types
of corporate debt securities. The Fund may also purchase interests in bank
loans to companies. The credit risks of corporate debt securities vary
widely among issuers.

In addition, the credit risk of an issuer's debt security may vary based on
its priority for repayment. For example, higher ranking (senior) debt
securities have a higher priority than lower ranking (subordinated)
securities. This means that the issuer might not make payments on
subordinated securities while continuing to make payments on senior
securities. In addition, in the event of bankruptcy, holders of senior
securities may receive amounts otherwise payable to the holders of
subordinated securities. Some subordinated securities, such as trust
preferred and capital securities notes, also permit the issuer to defer
payments under certain circumstances. For example, insurance companies issue
securities known as surplus notes that permit the insurance company to defer
any payment that would reduce its capital below regulatory requirements.

DEPOSITARY RECEIPTS

Depositary receipts represent interests in underlying securities issued by a
foreign company. Depositary receipts are not traded in the same market as
the underlying security. The foreign securities underlying American
Depositary Receipts (ADRs) are traded in the United States. ADRs provide a
way to buy shares of foreign-based companies in the United States rather
than in overseas markets. ADRs are also traded in U.S. dollars, eliminating
the need for foreign exchange transactions. The foreign securities
underlying European Depositary Receipts (EDRs), Global Depositary Receipts
(GDRs), and International Depositary Receipts (IDRs), are traded globally or
outside the United States. Depositary receipts involve many of the same
risks of investing directly in foreign securities, including currency risks
and risks of foreign investing.

COMMERCIAL PAPER

Commercial paper is an issuer's obligation with a maturity of less than
nine months. Companies typically issue commercial paper to pay for
current expenditures. Most issuers constantly reissue their commercial
paper and use the proceeds (or bank loans) to repay maturing paper. If
the issuer cannot continue to obtain liquidity in this fashion, its
commercial paper may default. The short maturity of commercial paper
reduces both the market and credit risks as compared to other debt
securities of the same issuer.

MORTGAGE BACKED SECURITIES

Mortgage backed securities represent interests in pools of mortgages. The
mortgages that comprise a pool normally have similar interest rates,
maturities and other terms. Mortgages may have fixed or adjustable interest
rates. Interests in pools of adjustable rate mortgages are known as ARMs.

Mortgage backed securities come in a variety of forms. Many have extremely
complicated terms. The simplest form of mortgage backed securities are
pass-through certificates. An issuer of pass-through certificates gathers
monthly payments from an underlying pool of mortgages. Then, the issuer
deducts its fees and expenses and passes the balance of the payments onto
the certificate holders once a month. Holders of pass-through certificates
receive a pro rata share of all payments and pre-payments from the
underlying mortgages. As a result, the holders assume all the prepayment
risks of the underlying mortgages.

COLLATERALIZED MORTGAGE OBLIGATIONS (CMOS)

CMOs, including interests in real estate mortgage investment conduits
(REMICs), allocate payments and prepayments from an underlying
pass-through certificate among holders of different classes of mortgage
backed securities. This creates different prepayment and market risks
for each CMO class.

IOS AND POS

CMOs may allocate interest payments to one class (Interest Only or
IOs) and principal payments to another class (Principal Only or POs).
POs increase in value when prepayment rates increase. In contrast,
IOs decrease in value when prepayments increase, because the
underlying mortgages generate less interest payments. However, IOs
tend to increase in value when interest rates rise (and prepayments
decrease), making IOs a useful hedge against market risks.

ASSET BACKED SECURITIES

Asset backed securities are payable from pools of obligations other than
mortgages. Most asset backed securities involve consumer or commercial debts
with maturities of less than ten years. However, almost any type of fixed
income assets (including other fixed income securities) may be used to
create an asset backed security. Asset backed securities may take the form
of commercial paper, notes, or pass through certificates. Asset backed
securities have prepayment risks. Like CMOs, asset backed securities may be
structured like Floaters, Inverse Floaters, IOs and POs.

CONVERTIBLE SECURITIES

Convertible securities are fixed income securities that the Fund has the option
to exchange for equity securities at a specified conversion price. The option
allows the Fund to realize additional returns if the market price of the equity
securities exceeds the conversion price. For example, the Fund may hold fixed
income securities that are convertible into shares of common stock at a
conversion price of $10 per share. If the market value of the shares of common
stock reached $12, the Fund could realize an additional $2 per share by
converting its fixed income securities.

Convertible securities have lower yields than comparable fixed income
securities. In addition, at the time a convertible security is issued the
conversion price exceeds the market value of the underlying equity securities.
Thus, convertible securities may provide lower returns than non-convertible
fixed income securities or equity securities depending upon changes in the price
of the underlying equity securities. However, convertible securities permit the
Fund to realize some of the potential appreciation of the underlying equity
securities with less risk of losing its initial investment.

The Fund treats convertible securities as both fixed income and equity
securities for purposes of its investment policies and limitations, because of
their unique characteristics.

INVESTMENT RATINGS FOR INVESTMENT GRADE SECURITIES

The Adviser will determinate whether a security is investment grade based upon
the credit ratings given by one or more nationally recognized rating services.
For example, Standard and Poor's, a rating service, assigns ratings to
investment grade securities (AAA, AA, A, and BBB) based on their assessment of
the likelihood of the issuer's inability to pay interest or principal (default)
when due on each security. Lower credit ratings correspond to higher credit
risk. If a security has not received a rating, the Fund must rely entirely upon
the Adviser's credit assessment that the security is comparable to investment
grade.

TEMPORARY DEFENSIVE INVESTMENTS

The Fund may temporarily depart from its principal investment strategies by
investing its assets in cash, cash items, and shorter-term, higher quality debt
securities and similar obligations. It may do this to minimize potential losses
and maintain liquidity to meet shareholder redemptions during adverse market
conditions. This may cause the Fund to give up greater investment returns to
maintain the safety of principal, that is, the original amount invested by
shareholders.

WHAT ARE THE SPECIFIC RISKS OF INVESTING IN THE FUND?

STOCK MARKET RISKS

o The value of equity securities in the Fund's portfolio will rise and fall.
These fluctuations could be a sustained trend or a drastic movement. The
Fund's portfolio will reflect changes in prices of individual portfolio
stocks or general changes in stock valuations. Consequently, the Fund's
share price may decline.

o The Adviser attempts to manage market risk by limiting the amount the Fund
invests in each company's equity securities. However, diversification will
not protect the Fund against widespread or prolonged declines in the stock
market.

BOND MARKET RISKS

o Prices of fixed income securities rise and fall in response to interest rate
changes for similar securities. Generally, when interest rates rise, prices
of fixed income securities fall.

o Interest rate changes have a greater effect on the price of fixed income
securities with longer durations. Duration measures the price sensitivity of
a fixed income security to changes in interest rates.

CREDIT RISKS

o Credit risk is the possibility that an issuer will default on a security by
failing to pay interest or principal when due. If an issuer defaults, the
Fund will lose money.

o Many fixed income securities receive credit ratings from services such as
Standard & Poor's and Moody's Investor Services. These services assign
ratings to securities by assessing the likelihood of issuer default. Lower
credit ratings correspond to higher credit risk. If a security has not
received a rating, the Fund must rely entirely upon the Adviser's credit
assessment.

o Fixed income securities generally compensate for greater credit risk by
paying interest at a higher rate. The difference between the yield of a
security and the yield of a U.S. Treasury security with a comparable
maturity (the spread) measures the additional interest paid for risk.
Spreads may increase generally in response to adverse economic or market
conditions. A security's spread may also increase if the security's rating
is lowered, or the security is perceived to have an increased credit risk.
An increase in the spread will cause the price of the security to decline.

o Credit risk includes the possibility that a party to a transaction involving
the Fund will fail to meet its obligations. This could cause the Fund to
lose the benefit of the transaction or prevent the Fund from selling or
buying other securities to implement its investment strategy.

CALL AND PREPAYMENT RISKS

o Call risk is the possibility that an issuer may redeem a fixed income
security before maturity (a call) at a price below its current market price.
An increase in the likelihood of a call may reduce the security's price.

o If a fixed income security is called, the Fund may have to reinvest the
proceeds in other fixed income securities with lower interest rates, higher
credit risks, or other less favorable characteristics.

o Generally, homeowners have the option to prepay their mortgages at any time
without penalty. Homeowners frequently refinance high interest rate
mortgages when mortgage rates fall. This results in the prepayment of
mortgage backed securities with higher interest rates. Conversely,
prepayments due to refinancings decrease when mortgage rates increase. This
extends the life of mortgage backed securities with lower interest rates. As
a result, increases in prepayments of high interest rate mortgage backed
securities, or decreases in prepayments of lower interest rate mortgage
backed securities, may reduce their yield and price. This relationship
between interest rates and mortgage prepayments makes the price of mortgage
backed securities more volatile than most other types of fixed income
securities with comparable credit risks.

o Fixed income securities generally compensate for greater prepayment risk by
paying interest at a higher rate. The difference between the yield of a
security and the yield of a U.S. Treasury security with a comparable
maturity (the spread) measures the additional interest paid for risk.
Spreads may increase generally in response to adverse economic or market
conditions. A security's spread may also increase if the security's rating
is lowered, or the security is perceived to have an increased credit risk.
An increase in the spread will cause the price of the security to decline.

WHAT DO SHARES COST?

You can purchase, redeem, or exchange Shares any day the New York Stock Exchange
(NYSE) and Federal Reserve wire system are open. When the Fund receives your
transaction request in proper form, it is processed at the next determined net
asset value (NAV) public offering price. The Fund does not charge a front-end
sales charge.

NAV is determined at the end of regular trading (normally 4:00 p.m. Eastern
time) each day the NYSE is open.

The required minimum initial investment for Fund Shares 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 purchase 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 is calculated by combining all
accounts it maintains with the Fund. Accounts established through investment
professionals may be subject to a smaller minimum investment amount. Keep in
mind that investment professionals may charge you fees for their services in
connection with your Share transactions.

HOW IS THE FUND SOLD?

Edgewood Services, Inc. (Distributor) markets the Shares described in this
prospectus to customers of WesBanco Bank Wheeling and its affiliates and
institutions or individuals, directly from the Fund or through investment
professionals. When the Distributor receives marketing fees, it may pay some or
all of them to investment professionals. The Distributor and its affiliates may
pay out of their assets other amounts (including items of material value) to
investment professionals for marketing and servicing Shares. The Distributor is
a subsidiary of Federated Investors, Inc. (Federated).

RULE 12B-1 PLAN

The Fund has adopted a Rule 12b-1 Plan, which allows it to pay marketing fees to
the Distributor and investment professionals for the sale, distribution and
customer servicing of the Fund's Shares. Because these Shares pay marketing fees
on an ongoing basis, your investment cost may be higher over time than other
shares with different sales charges and marketing fees.

HOW TO PURCHASE SHARES

You may purchase Shares directly from the Fund by calling WesMark Funds
Shareholder Services at 1-800-368-3369, or through an investment professional.
Texas residents must purchase Shares of the Fund through the Distributor at
1-888-898-0600. The Fund reserves the right to reject any request to purchase or
exchange Shares.

DIRECTLY FROM THE FUND

o Establish your account with the Fund by submitting a completed New Account
Form; and

o Send your payment to the Fund by Federal Reserve wire or check.

You will become the owner of Shares and your Shares will be priced at the next
calculated NAV after the Fund receives your wire or your check. If your check
does not clear, your purchase will be canceled and you could be liable for any
losses or fees the Fund or its transfer agent incurs.

An institution may establish an account and place an order by calling the Fund
and the Shares will be priced at the next calculated NAV after the Fund receives
the order.

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 CHECK

Make your check payable to the Fund, NOTE YOUR ACCOUNT NUMBER ON THE CHECK, and
mail it to:

WesMark Funds Shareholder Services
WesBanco Bank Wheeling
One Bank Plaza

Wheeling, WV 26003

Payment should be made in U.S. dollars and drawn on a U.S. bank. The Fund
will not accept third-party checks (checks originally payable to someone other
than you or the Fund).

THROUGH AN INVESTMENT PROFESSIONAL

o Establish an account with the investment professional; and

o Submit your purchase order to the investment professional before the end of
regular trading on the NYSE (normally 4:00 p.m. Eastern time). You will
receive the next calculated NAV if the investment professional forwards the
order to the Fund on the same day and the Fund receives payment within three
business days. You will become the owner of Shares and receive dividends when
the Fund receives your payment.

Investment professionals should send payments according to the instructions in
the sections "By Wire" or "By Check."

THROUGH AN EXCHANGE

You may purchase Shares through an exchange from another WesMark Fund. You must
meet the minimum initial investment requirement for purchasing Shares and both
accounts must have identical registrations.

BY SYSTEMATIC INVESTMENT PROGRAM

Once you have opened an account, you may automatically purchase additional
Shares on a regular basis by completing the Systematic Investment Program (SIP)
section of the New Account Form or by contacting the Fund or your investment
professional. The minimum investment amount for SIPs is $100.

BY AUTOMATED CLEARINGHOUSE (ACH)

Once you have opened an account, you may purchase additional Shares through a
depository institution that is an ACH member. This purchase option can be
established by completing the appropriate sections of the New Account Form.

RETIREMENT INVESTMENTS

You may purchase Shares as retirement investments (such as qualified plans and
IRAs or transfer or rollover of assets). Call the Fund or your investment
professional for information on retirement investments. We suggest that you
discuss retirement investments with your tax adviser. You may be subject to an
annual IRA account fee.

HOW TO REDEEM AND EXCHANGE SHARES

You should redeem or exchange Shares:

o directly from the Fund if you purchased Shares directly from the Fund; or

o through an investment professional if you purchased Shares through an
investment professional.

DIRECTLY FROM THE FUND

BY TELEPHONE

You may redeem or exchange Shares by calling your account officer or WesMark
Funds Shareholder Services at 1-800-368-3369 once you have completed the
appropriate authorization form for telephone transactions or by calling your
account officer. If you call before the end of regular trading on the NYSE
(normally 4:00 p.m. Eastern time) you will receive a redemption amount based on
that day's NAV.

BY MAIL

You may redeem or exchange Shares by mailing a written request to the Fund.

You will receive a redemption amount based on the next calculated NAV after the
Fund receives your written request in proper form.

Send requests by mail to:

WesMark Funds Shareholder Services
WesBanco Bank Wheeling
One Bank Plaza

Wheeling, WV 26003

ALL REQUESTS MUST INCLUDE:

o Fund Name, account number and account registration;

o amount to be redeemed or exchanged;

o signatures of all Shareholders exactly as registered; and

o IF EXCHANGING, the Fund Name, account number and account registration into
which you are exchanging.

Call the Fund or your investment professional if you need special instructions.

THROUGH AN INVESTMENT PROFESSIONAL

Submit your redemption or exchange request to your investment professional by
the end of regular trading on the NYSE (normally 4:00 p.m. Eastern time). The
redemption amount you will receive is based upon the next calculated NAV after
the Fund receives the order from your investment professional.

SIGNATURE GUARANTEES Signatures must be guaranteed if:

o your redemption will be sent to an address other than the address of
record;

o your redemption will be sent to an address of record that was changed
within the last 30 days;

o a redemption is payable to someone other than the shareholder(s) of record;
or

o IF EXCHANGING (TRANSFERRING) into another fund with a different shareholder
registration.

A signature guarantee is designed to protect your account from fraud. Obtain a
signature guarantee from a bank or trust company, savings association, credit
union, or broker, dealer, or securities exchange member. A NOTARY PUBLIC CANNOT
PROVIDE A SIGNATURE GUARANTEE.

PAYMENT METHODS FOR REDEMPTIONS

Your redemption proceeds will be mailed by check to your address of record. The
following payment options are available if you complete the appropriate section
of the New Account Form OR AN ACCOUNT SERVICE OPTIONS FORM. These payment
options require a signature guarantee if they were not established when the
account was opened:

o an electronic transfer to your account at a financial institution that is
an ACH member; or

o wire payment to your account at a domestic commercial bank that is a Federal
Reserve System member.

REDEMPTION IN KIND

Although the Fund intends to pay Share redemptions in cash, it reserves the
right to pay the redemption price in whole or in part by a distribution of the
Fund's portfolio securities.

LIMITATIONS ON REDEMPTION PROCEEDS

Redemption proceeds normally are wired or mailed within one business day after
receiving a request in proper form. Payment may be delayed up to seven days:

o to allow your purchase to clear;

o during periods of market volatility; or

o when a shareholder's trade activity or amount adversely impacts the Fund's
ability to manage its assets.

You will not accrue interest or dividends on uncashed checks from the Fund if
those checks are undeliverable and returned to the Fund.

REDEMPTIONS FROM RETIREMENT ACCOUNTS

In the absence of your specific instructions, 10% of the value of your
redemption from a retirement account in the Fund may be withheld for taxes. This
withholding only applies to certain types of retirement accounts.

EXCHANGE PRIVILEGES

You may exchange Shares of the Fund into Shares of another WesMark Fund. To do
this, you must:

o ensure that the account registrations are identical;

o meet any minimum initial investment requirements; and

o receive a prospectus for the fund into which you wish to exchange.

An exchange is treated as a redemption and a subsequent purchase, and is a
taxable transaction.

The Fund may modify or terminate the exchange privilege at any time. The Fund's
management or investment adviser may determine from the amount, frequency and
pattern of exchanges that a shareholder is engaged in excessive trading that is
detrimental to the Fund and other shareholders. If this occurs, the Fund may
terminate the availability of exchanges to that shareholder and may bar that
shareholder from purchasing other WesMark Funds.

SYSTEMATIC WITHDRAWAL/EXCHANGE PROGRAM

Complete the appropriate section of the New Account Form OR AN ACCOUNT SERVICE
OPTIONS FORM or contact your investment professional or the Fund. Your account
value must be $10,000. This program may reduce, and eventually deplete, your
account. Payments should not be considered yield or income. Generally, it is not
advisable to continue to purchase Shares subject to a sales charge while
redeeming Shares using this program.

ADDITIONAL CONDITIONS

TELEPHONE TRANSACTIONS

The Fund will record your telephone instructions. If the Fund does not follow
reasonable procedures, it may be liable for losses due to unauthorized or
fraudulent telephone instructions.

SHARE CERTIFICATES

The Fund does not issue share certificates.

ACCOUNT AND SHARE INFORMATION

CONFIRMATIONS AND ACCOUNT STATEMENTS

You will receive confirmation of purchases, redemptions and exchanges (except
for systematic transactions). In addition, you will receive periodic statements
reporting all account activity, including systematic transactions, dividends and
capital gains paid.

DIVIDENDS AND CAPITAL GAINS

The Fund declares and pays any dividends monthly to shareholders. Dividends are
paid to all shareholders invested in the Fund on the record date. The record
date is the date on which a shareholder must officially own shares in order to
earn a dividend.

In addition, the Fund pays any capital gains at least annually. Your dividends
and capital gains distributions will be automatically reinvested in additional
Shares without a sales charge, unless you elect cash payments.

If you purchase Shares just before a Fund declares a dividend or capital gain
distribution, you will pay the full price for the Shares and then receive a
portion of the price back in the form of a taxable distribution, whether or not
you reinvest the distribution in Shares. Therefore, you should consider the tax
implications of purchasing Shares shortly before the Fund declares a dividend or
capital gain. Contact your investment professional or the Fund for information
concerning when dividends and capital gains will be paid.

ACCOUNTS WITH LOW BALANCES

Due to the high cost of maintaining accounts with low balances, non-retirement
accounts may be closed if redemptions or exchanges cause the account balance to
fall below $1,000. Before an account is closed, you will be notified and allowed
30 days to purchase additional Shares to meet the minimum.

TAX INFORMATION

The Fund sends an annual statement of your account activity to assist you in
completing your federal, state and local tax returns. Fund distributions of
dividends and capital gains are taxable to you whether paid in cash or
reinvested in the Fund. Dividends are taxable as ordinary income; capital gains
are taxable at different rates depending upon the length of time the Fund holds
its assets.

Fund distributions are expected to be both dividends and capital gains.
Redemptions and exchanges are taxable sales. Please consult your tax adviser
regarding your federal, state, and local tax liability.

WHO MANAGES THE FUND?

The Board of Trustees governs the Fund. The Board selects and oversees the
Adviser, WesBanco Bank Wheeling. The Adviser manages the Fund's assets,
including buying and selling portfolio securities. The Adviser's address is One
Bank Plaza, Wheeling, WV 26003.

ADVISER'S BACKGROUND

The Adviser is a wholly owned subsidiary of WesBanco, Inc. (Corporation), a
registered bank holding company headquartered in Wheeling, WV. 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
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 include government, corporate, mortgage and municipal
securities with a total value of $____ million as of December 31, 1998. 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 $____
billion.

The Fund's portfolio managers are:

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 Trust and Investments since 1991, and has been Executive Vice
President of Trust and Investments since June 1996. Mr. Schmitt is a Chartered
Financial Analyst and received his 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 the 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.

ADVISORY FEES

The Adviser receives an annual investment advisory fee of 0.75% of the Fund's
average daily net assets. The Adviser may voluntarily waive a portion of its fee
or reimburse the Fund for certain operating expenses.

YEAR 2000 READINESS

The "Year 2000" problem is the potential for computer errors or failures because
certain computer systems may be unable to interpret dates after December 31,
1999. The Year 2000 problem may cause systems to process information incorrectly
and could disrupt businesses that rely on computers, like the Fund.

While it is impossible to determine in advance all of the risks to the Fund, the
Fund could experience interruptions in basic financial and operational
functions. Fund shareholders could experience errors or disruptions in Fund
share transactions or Fund communications.

The Fund's service providers are making changes to their computer systems to fix
any Year 2000 problems. In addition, they are working to gather information from
third-party providers to determine their Year 2000 readiness.

Year 2000 problems would also increase the risks of the Fund's investments. To
assess the potential effect of the Year 2000 problem, the Adviser is reviewing
information regarding the Year 2000 readiness of issuers of securities the Fund
may purchase.

However, this may be difficult with certain issuers. For example, funds dealing
with foreign service providers or investing in foreign securities, will have
difficulty determining the Year 2000 readiness of those entities. This is
especially true of entities or issuers in emerging markets.

The financial impact of these issues for the Fund is still being determined.
There can be no assurance that potential Year 2000 problems would not have a
material adverse effect on the Fund.

FINANCIAL INFORMATION

FINANCIAL HIGHLIGHTS

The Financial Highlights will help you understand the Fund's financial
performance for its past five fiscal years, or since inception, if the life of
the Fund is shorter. Some of the information is presented on a per share basis.
Total returns represent the rate an investor would have earned (or lost) on an
investment in the Fund, assuming reinvestment of all dividends and capital
gains.

This information has been audited by Deloitte & Touche LLP, whose report, along
with the Fund's audited financial statements, is included in the Annual Report.

WESMARK BALANCED FUND

A Portfolio of WesMark Funds

A Statement of Additional Information (SAI) dated April __, 1999, is
incorporated by reference into this prospectus. Additional information about the
Fund's investments is available in the Fund's annual report to shareholders. The
annual report discusses market conditions and investment strategies that
significantly affected the Fund's performance during its last fiscal year. To
obtain the SAI, the annual report and other information without charge call your
investment professional or the Fund at 1-800-368-3369.

You can obtain information about the Fund (including the SAI) by visiting or
writing the Public Reference Room of the Securities and Exchange Commission in
Washington, DC 20549-6009 or from the Commission's Internet site at
http://www.sec.gov. You can call 1-800-SEC-0330 for information on the Public
Reference Room's operations and copying charges.

INVESTMENT COMPANY ACT FILE NO. 811-7925
CUSIP 951025303

GO_____ (4/99)

STATEMENT OF ADDITIONAL INFORMATION

WESMARK BALANCED FUND

A Portfolio of WesMark Funds

This Statement of Additional Information (SAI) is not a prospectus. Read this
SAI in conjunction with the prospectus for WesMark Balanced Fund (Fund), dated
April __, 1999. This SAI incorporates by reference the Fund's Annual Report.
Obtain the prospectus or the Annual Report without charge by calling
1-800-368-3369.

April __, 1999

CONTENTS
How is the Fund Organized?
Securities in Which the Fund Invests
What do Shares Cost?
How is the Fund Sold?
Subaccounting Services
Redemption in Kind
Account and Share Information
Tax Information
Who Manages and Provides Services to the Fund?
How Does the Fund Measure Performance?
Financial Information
Investment Ratings
Addresses

CUSIP 951025303

00000000 (4/99)

HOW IS THE FUND ORGANIZED?

The Fund is a diversified portfolio of WesMark Funds (Trust). The Trust is an
open-end, management investment company that was established under the laws of
the Commonwealth of Massachusetts on March 1, 1996. The Trust may offer separate
series of shares representing interests in separate portfolios of securities.
The Fund's investment adviser is WesBanco Bank Wheeling (Adviser).

SECURITIES IN WHICH THE FUND INVESTS

In pursuing its investment strategy, the Fund may invest in the following
securities for any purpose that is consistent with its investment objective.

SECURITIES DESCRIPTIONS AND TECHNIQUES

EQUITY SECURITIES

REAL ESTATE INVESTMENT TRUSTS (REITS)

REITs are real estate investment trusts that lease, operate and finance
commercial real estate. REITs are exempt from federal corporate income tax
if they limit their operations and distribute most of their income. Such tax
requirements limit a REIT's ability to respond to changes in the commercial
real estate market.

WARRANTS

Warrants give the Fund the option to buy the issuer's equity securities at a
specified price (the exercise price) at a specified future date (the
expiration date). The Fund may buy the designated securities by paying the
exercise price before the expiration date. Warrants may become worthless if
the price of the stock does not rise above the exercise price by the
expiration date. This increases the market risks of warrants as compared to
the underlying security. Rights are the same as warrants, except companies
typically issue rights to existing stockholders.

COLLATERALIZED MORTGAGE OBLIGATIONS (CMOS)

CMOs, including interests in real estate mortgage investment conduits (REMICs),
allocate payments and prepayments from an underlying pass-through certificate
among holders of different classes of mortgage backed securities. This creates
different prepayment and market risks for each CMO class.

SEQUENTIAL CMOS

In a sequential pay CMO, one class of CMOs receives all principal payments
and prepayments. The next class of CMOs receives all principal payments
after the first class is paid off. This process repeats for each sequential
class of CMO. As a result, each class of sequential pay CMOs reduces the
prepayment risks of subsequent classes.

PACS, TACS AND COMPANION CLASSES

More sophisticated CMOs include planned amortization classes (PACs) and
targeted amortization classes (TACs). PACs and TACs are issued with
companion classes. PACs and TACs receive principal payments and prepayments
at a specified rate. The companion classes receive principal payments and
prepayments in excess of the specified rate. In addition, PACs will receive
the companion classes' share of principal payments, if necessary, to cover a
shortfall in the prepayment rate. This helps PACs and TACs to control
prepayment risks by increasing the risks to their companion classes.

FLOATERS AND INVERSE FLOATERS

Another variant allocates interest payments between two classes of
CMOs. One class (Floaters) receives a share of interest payments
based upon a market index such as LIBOR. The other class (Inverse
Floaters) receives any remaining interest payments from the
underlying mortgages. Floater classes receive more interest (and
Inverse Floater classes receive correspondingly less interest) as
interest rates rise. This shifts prepayment and market risks from the
Floater to the Inverse Floater class, reducing the price volatility
of the Floater class and increasing the price volatility of the
Inverse Floater class.

Z CLASSES AND RESIDUAL CLASSES

CMOs must allocate all payments received from the underlying
mortgages to some class. To capture any unallocated payments, CMOs
generally have an accrual (Z) class. Z classes do not receive any
payments from the underlying mortgages until all other CMO classes
have been paid off. Once this happens, holders of Z class CMOs
receive all payments and prepayments. Similarly, REMICs have residual
interests that receive any mortgage payments not allocated to another
REMIC class.

The degree of increased or decreased prepayment risks depends upon the
structure of the CMOs. However, the actual returns on any type of mortgage
backed security depend upon the performance of the underlying pool of
mortgages, which no one can predict and will vary among pools.

DERIVATIVE CONTRACTS

Derivative contracts are financial instruments that require payments based upon
changes in the values of designated (or underlying) securities, currencies,
commodities, financial indices or other assets. Some derivative contracts (such
as futures, forwards and options) require payments relating to a future trade
involving the underlying asset. Other derivative contracts (such as swaps)
require payments relating to the income or returns from the underlying asset.
The other party to a derivative contract is referred to as a counterparty.

Many derivative contracts are traded on securities or commodities exchanges. In
this case, the exchange sets all the terms of the contract except for the price.
Investors make payments due under their contracts through the exchange. Most
exchanges require investors to maintain margin accounts through their brokers to
cover their potential obligations to the exchange. Parties to the contract make
(or collect) daily payments to the margin accounts to reflect losses (or gains)
in the value of their contracts. This protects investors against potential
defaults by the counterparty. Trading contracts on an exchange also allows
investors to close out their contracts by entering into offsetting contracts.

For example, the Fund could close out an open contract to buy an asset at a
future date by entering into an offsetting contract to sell the same asset on
the same date. If the offsetting sale price is more than the original purchase
price, the Fund realizes a gain; if it is less, the Fund realizes a loss.
Exchanges may limit the amount of open contracts permitted at any one time. Such
limits may prevent the Fund from closing out a position. If this happens, the
Fund will be required to keep the contract open (even if it is losing money on
the contract), and to make any payments required under the contract (even if it
has to sell portfolio securities at unfavorable prices to do so). Inability to
close out a contract could also harm the Fund by preventing it from disposing of
or trading any assets it has been using to secure its obligations under the
contract.

The Fund may also trade derivative contracts over-the-counter (OTC) in
transactions negotiated directly between the Fund and the counterparty. OTC
contracts do not necessarily have standard terms, so they cannot be directly
offset with other OTC contracts. In addition, OTC contracts with more
specialized terms may be more difficult to price than exchange traded contracts.

Depending upon how the Fund uses derivative contracts and the relationships
between the market value of a derivative contract and the underlying asset,
derivative contracts may increase or decrease the Fund's exposure to market and
currency risks, and may also expose the Fund to liquidity and leverage risks.
OTC contracts also expose the Fund to credit risks in the event that a
counterparty defaults on the contract.

The Fund may trade in the following types of derivative contracts.

FUTURES CONTRACTS

Futures contracts provide for the future sale by one party and purchase by
another party of a specified amount of an underlying asset at a specified
price, date, and time. Entering into a contract to buy an underlying asset
is commonly referred to as buying a contract or holding a long position in
the asset. Entering into a contract to sell an underlying asset is commonly
referred to as selling a contract or holding a short position in the asset.
Futures contracts are considered to be commodity contracts. Futures
contracts traded OTC are frequently referred to as forward contracts.

OPTIONS

Options are rights to buy or sell an underlying asset for a specified price
(the exercise price) during, or at the end of, a specified period. A call
option gives the holder (buyer) the right to buy the underlying asset from
the seller (writer) of the option. A put option gives the holder the right
to sell the underlying asset to the writer of the option. The writer of the
option receives a payment, or premium, from the buyer, which the writer
keeps regardless of whether the buyer uses (or exercises) the option.

The Fund may:

O Buy put options on portfolio securities, securities indices, and listed
put options on futures contracts in anticipation of a decrease in the
value of the underlying asset;

O Write covered call options on portfolio securities and listed call
options on futures contracts to generate income from premiums, and in
anticipation of a decrease or only limited increase in the value of the
underlying asset. If a call written by the Fund is exercised, the Fund
foregoes any possible profit from an increase in the market price of the
underlying asset over the exercise price plus the premium received;

O Write secured put options on portfolio securities (to generate income
from premiums, and in anticipation of an increase or only limited
decrease in the value of the underlying asset). In writing puts, there
is a risk that the Fund may be required to take delivery of the
underlying asset when its current market price is lower than the
exercise price;

O When the Fund writes options on futures contracts, it will be subject to
margin requirements similar to those applied to futures contracts; and

O Buy or write options to close out existing options positions.

The Fund may also write call options on financial futures contracts to
generate income from premiums, and in anticipation of a decrease or only
limited increase in the value of the underlying asset. If a call written by
the Fund is exercised, the Fund foregoes any possible profit from an
increase in the market price of the underlying asset over the exercise price
plus the premium received.

The Fund may also write put options on financial futures contracts to
generate income from premiums, and in anticipation of an increase or only
limited decrease in the value of the underlying asset. In writing puts,
there is a risk that the Fund may be required to take delivery of the
underlying asset when its current market price is lower than the exercise
price.

When the Fund writes options on futures contracts, it will be subject to
margin requirements similar to those applied to futures contracts.

SPECIAL TRANSACTIONS
REPURCHASE AGREEMENTS

Repurchase agreements are transactions in which the Fund buys a security from a
dealer or bank and agrees to sell the security back at a mutually agreed upon
time and price. The repurchase price exceeds the sale price, reflecting the
Fund's return on the transaction. This return is unrelated to the interest rate
on the underlying security. The Fund will enter into repurchase agreements only
with banks and other recognized financial institutions, such as securities
dealers, deemed creditworthy by the Adviser.

The Fund's custodian or subcustodian will take possession of the securities
subject to repurchase agreements. The Adviser or subcustodian will monitor the
value of the underlying security each day to ensure that the value of the
security always equals or exceeds the repurchase price.

Repurchase agreements are subject to credit risks.

REVERSE REPURCHASE AGREEMENTS

Reverse repurchase agreements are repurchase agreements in which the Fund is the
seller (rather than the buyer) of the securities, and agrees to repurchase them
at an agreed upon time and price. A reverse repurchase agreement may be viewed
as a type of borrowing by the Fund. Reverse repurchase agreements are subject to
credit risks. In addition, reverse repurchase agreements create leverage risks
because the Fund must repurchase the underlying security at a higher price,
regardless of the market value of the security at the time of repurchase.

DELAYED DELIVERY TRANSACTIONS

Delayed delivery transactions, including when issued transactions, are
arrangements in which the Fund buys securities for a set price, with payment and
delivery of the securities scheduled for a future time. During the period
between purchase and settlement, no payment is made by the Fund to the issuer
and no interest accrues to the Fund. The Fund records the transaction when it
agrees to buy the securities and reflects their value in determining the price
of its shares. Settlement dates may be a month or more after entering into these
transactions so that the market values of the securities bought may vary from
the purchase prices. Therefore, delayed delivery transactions create market
risks for the Fund. Delayed delivery transactions also involve credit risks in
the event of a counterparty default. These transactions create leverage risks.

TO BE ANNOUNCED SECURITIES (TBAS)

As with other when-issued transactions, a seller agrees to issue a TBA security
at a future date. However, the seller does not specify the particular securities
to be delivered. Instead, the Fund agrees to accept any security that meets
specified terms. For example, in a TBA mortgage-backed transaction, the Fund and
the seller would agree upon the issuer, interest rate and terms of the
underlying mortgages. However, the seller would not identify the specific
underlying mortgages until it issues the security. TBA mortgage-backed
securities increase market risks because the underlying mortgages may be less
favorable than anticipated by the Fund.

DOLLAR ROLLS

Dollar rolls are transactions where the Fund sells mortgage- backed securities
with a commitment to buy similar, but not identical, mortgage-backed securities
on a future date at a lower price. Normally, one or both securities involved are
TBA mortgage-backed securities. Dollar rolls are subject to market risks and
credit risks.

SECURITIES LENDING

The Fund may lend portfolio securities to borrowers that the Adviser deems
creditworthy. In return, the Fund receives cash or liquid securities from the
borrower as collateral. The borrower must furnish additional collateral if the
market value of the loaned securities increases. Also, the borrower must pay the
Fund the equivalent of any dividends or interest received on the loaned
securities.

The Fund will reinvest cash collateral in securities that qualify as an
acceptable investment for the Fund. However, the Fund must pay interest to the
borrower for the use of cash collateral.

Loans are subject to termination at the option of the Fund or the borrower. The
Fund will not have the right to vote on securities while they are on loan, but
it will terminate a loan in anticipation of any important vote. The Fund may pay
administrative and custodial fees in connection with a loan and may pay a
negotiated portion of the interest earned on the cash collateral to a securities
lending agent or broker.

Securities lending activities are subject to market risks and credit risks.
These transactions create leverage risks.

INVESTMENT RATINGS FOR INVESTMENT GRADE SECURITIES. The Adviser will determinate
whether a security is investment grade based upon the credit ratings given by
one or more nationally recognized rating services. For example, Standard and
Poor's, a rating service, assigns ratings to investment grade securities (AAA,
AA, A, and BBB) based on their assessment of the likelihood of the issuer's
inability to pay interest or principal (default) when due on each security.
Lower credit ratings correspond to higher credit risk. If a security has not
received a rating, the Fund must rely entirely upon the Adviser's credit
assessment that the security is comparable to investment grade.

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 amount 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 issued by 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.

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 unless authorized by the
"vote of a majority of its outstanding voting securities," as defined by the
Investment Company Act. The following investment limitations, however, may be
changed by the Board without shareholder approval. Shareholders will be notified
before any material changes 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."

DETERMINING MARKET VALUE OF SECURITIES

Market values of the Fund's portfolio securities are determined as follows:

o for equity securities, according to the last sale price in the market in
which they are primarily traded (either a national securities exchange or the
over-the-counter market), if available;

o in the absence of recorded sales for 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 futures contracts and options are valued at market values established by the
exchanges on which they are traded at the close of trading on such exchanges.
Options traded in the over-the-counter market are valued according to the
mean between the last bid and the last asked price for the option as provided
by an investment dealer or other financial institution that deals in the
option. The Board may determine in good faith that another method of valuing
such investments is necessary to appraise their fair market value;

o for short-term obligations, according to the mean between bid and asked
prices as furnished by an independent pricing service, except that short-term
obligations with remaining maturities of less than 60 days at the time of
purchase may be valued at amortized cost or at fair market value as
determined in good faith by the Board; and

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

Prices provided by independent pricing services may be determined without
relying exclusively on quoted prices and may consider: institutional trading in
similar groups of securities, yield, quality, stability, risk, coupon rate,
maturity, type of issue, trading characteristics, and other market data or
factors. From time to time, when prices cannot be obtained from an independent
pricing service, securities may be valued based on quotes from broker-dealers or
other financial institutions that trade the securities.

WHAT DO SHARES COST?

The Fund's net asset value (NAV) per Share fluctuates and is based on the market
value of all securities and other assets of the Fund.

HOW IS THE FUND SOLD?

Under the Distributor's Contract with the Fund, the Distributor (Edgewood
Services, Inc.), located at Federated Investors Tower, 1001 Liberty Avenue,
Pittsburgh, PA 15222-3779, offers Shares on a continuous, best-efforts basis.

RULE 12B-1 PLAN

As a compensation type plan, the Rule 12b-1 Plan is designed to pay the
Distributor (who may then pay investment professional such as banks,
broker/dealers, trust departments of bank, and registered investment advisers)
for marketing activities (such as advertising, printing and distributing
prospectuses, and providing incentives to investment professionals) to promote
sales of Shares so that overall Fund assets are maintained or increased. This
helps the Fund achieve economies of scale, reduce per share expenses, and
provide cash for orderly portfolio management and Share redemptions. Also, the
Fund's service providers that receive asset-based fees also benefit from stable
or increasing Fund assets.

The Fund may compensate the Distributor more or less than its actual marketing
expenses. In no event will the Fund pay for any expenses of the Distributor that
exceed the maximum Rule 12b-1 Plan fee.

For some classes of Shares, the maximum Rule 12b-1 Plan fee that can be paid in
any one year may not be sufficient to cover the marketing related expenses the
Distributor has incurred. Therefore, it may take the Distributor a number of
years to recoup these expenses.

SHAREHOLDER SERVICES

The Fund may pay Federated Shareholder Services Company, a subsidiary of
Federated, for providing shareholder services and maintaining shareholder
accounts. Federated Shareholder Services Company may select others to perform
these services for their customers and may pay them fees.

SUPPLEMENTAL PAYMENTS

Investment professionals may be paid fees out of the assets of the Distributor
and/or Federated Shareholder Services Company (but not out of Fund assets). The
Distributor and/or Federated Shareholder Services Company may be reimbursed by
the Adviser or its affiliates.

Investment professionals receive such fees for providing distribution-related or
shareholder services such as sponsoring sales, providing sales literature,
conducting training seminars for employees, and engineering sales-related
computer software programs and systems. Also, investment professionals may be
paid cash or promotional incentives, such as reimbursement of certain expenses
relating to attendance at informational meetings about the Fund or other special
events at recreational-type facilities, or items of material value. These
payments will be based upon the amount of Shares the investment professional
sells or may sell and/or upon the type and nature of sales or marketing support
furnished by the investment professional.

EXCHANGING SECURITIES FOR SHARES

You may contact the Distributor to request a purchase of Shares in an exchange
for securities you own. The Fund reserves the right to determine whether to
accept your securities and the minimum market value to accept. The Fund will
value your securities in the same manner as it values its assets. This exchange
is treated as a sale of your securities for federal tax purposes.

SUBACCOUNTING SERVICES

Certain investment professionals may wish to use the transfer agent's
subaccounting system to minimize their internal recordkeeping requirements. The
transfer agent may charge a fee based on the level of subaccounting services
rendered. Investment professionals holding Shares in a fiduciary, agency,
custodial, or similar capacity may charge or pass through subaccounting fees as
part of or in addition to normal trust or agency account fees. They may also
charge fees for other services that may be related to the ownership of Shares.
This information should, therefore, be read together with any agreement between
the customer and the investment professional about the services provided, the
fees charged for those services, and any restrictions and limitations imposed.

REDEMPTION IN KIND

Although the Fund intends to pay Share redemptions in cash, it reserves the
right, as described below, to pay the redemption price in whole or in part by a
distribution of the Fund's portfolio securities.

Because the Fund has elected to be governed by Rule 18f-1 under the Investment
Company Act of 1940, the Fund is obligated to pay Share redemptions to any one
shareholder in cash only up to the lesser of $250,000 or 1% of the net assets
represented by such Share class during any 90-day period.

Any Share redemption payment greater than this amount will also be in cash
unless the Fund's Board determines that payment should be in kind. In such a
case, the Fund will pay all or a portion of the remainder of the redemption in
portfolio securities, valued in the same way as the Fund determines its NAV. The
portfolio securities will be selected in a manner that the Fund's Board deems
fair and equitable and, to the extent available, such securities will be readily
marketable.

Redemption in kind is not as liquid as a cash redemption. If redemption is made
in kind, shareholders receiving the portfolio securities and selling them before
their maturity could receive less than the redemption value of the securities
and could incur certain transaction costs.

ACCOUNT AND SHARE 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 the Trust have
equal voting rights, except that in matters affecting only a particular Fund,
only Shares of that Fund are entitled to vote.

Trustees may be removed by the Board or by shareholders at a special meeting. A
special meeting of shareholders will be called by the Board upon the written
request of shareholders who own at least 10% of the Trust's outstanding shares
of all series entitled to vote.

As of April __, 1999, the following shareholder(s) owned of record,
beneficially, or both, 5% or more of outstanding Shares of the Fund:
____________________, _____________, __________ owned approximately ________
Shares.

Shareholders owning 25% or more of outstanding Shares may be in control and be
able to affect the outcome of certain matters presented for a vote of
shareholders.

TAX INFORMATION

FEDERAL INCOME TAX

The Fund intends to meet requirements of Subchapter M of the Internal Revenue
Code applicable to regulated investment companies. If these requirements are not
met, it will not receive special tax treatment and will pay federal income tax.

The Fund will be treated as a single, separate entity for federal income tax
purposes so that income earned and capital gains and losses realized by the
Trust's other portfolios will be separate from those realized by the Fund.

FOREIGN INVESTMENTS

If the Fund purchases foreign securities, their investment income may be subject
to foreign withholding or other taxes that could reduce the return on these
securities. Tax treaties between the United States and foreign countries,
however, may reduce or eliminate the amount of foreign taxes to which the Fund
would be subject. The effective rate of foreign tax cannot be predicted since
the amount of Fund assets to be invested within various countries is uncertain.
However, the Fund intends to operate so as to qualify for treaty-reduced tax
rates when applicable.

Distributions from a Fund may be based on estimates of book income for the year.
Book income generally consists solely of the coupon income generated by the
portfolio, whereas tax basis income includes gains or losses attributable to
currency fluctuation. Due to differences in the book and tax treatment of fixed
income securities denominated in foreign currencies, it is difficult to project
currency effects on an interim basis. Therefore, to the extent that currency
fluctuations cannot be anticipated, a portion of distributions to shareholders
could later be designated as a return of capital, rather than income, for income
tax purposes, which may be of particular concern to simple trusts.

If the Fund invests in the stock of certain foreign corporations, they may
constitute Passive Foreign Investment Companies (PFIC), and the Fund may be
subject to Federal income taxes upon disposition of PFIC investments.

If more than 50% of the value of the Fund's assets at the end of the tax year is
represented by stock or securities of foreign corporations, the Fund intends to
qualify for certain Code stipulations that would allow shareholders to claim a
foreign tax credit or deduction on their U.S. income tax returns. The Code may
limit a shareholder's ability to claim a foreign tax credit. Shareholders who
elect to deduct their portion of the Fund's foreign taxes rather than take the
foreign tax credit must itemize deductions on their income tax returns.

WHO MANAGES AND PROVIDES SERVICES TO THE FUND?

BOARD OF TRUSTEES

The Board is responsible for managing the Trust's business affairs and for
exercising all the Trust's powers except those reserved for the shareholders.
Information about each Board member is provided below and includes each
person's: name, address, birthdate, present position(s) held with the Trust,
principal occupations for the past five years and other notable positions held,
total compensation received as a Trustee from the Trust for its most recent
fiscal year. The Trust is comprised of four funds.

As of April __, 1999, the Fund's Board and Officers as a group owned
[approximately # (___%)] [less than 1%] of the Fund's outstanding Shares.

An asterisk (*) denotes a Trustee who is deemed to be an interested person as
defined in the Investment Company Act of 1940. The following symbol (#) denotes
a Member of the Board's Executive Committee, which handles the Board's
responsibilities between its meetings.

NAME AGGREGATE
BIRTHDATE COMPENSATION
ADDRESS PRINCIPAL OCCUPATIONS FROM
POSITION WITH TRUST FOR PAST 5 YEARS TRUST

JOHN F. DONAHUE*+ Chief Executive Officer and Director or $0
Birthdate: July 28, 1924 Trustee of the Federated Fund Complex,
Federated Investors Chairman and Director, Federated Investors,
Tower Inc.; Chairman and Trustee, Federated
1001 Liberty Avenue Advisers, Federated Management, and
Pittsburgh, PA Federated Research; Chairman and Director,
TRUSTEE AND CHAIRMAN Federated Research Corp., and Federated
Global Investment Management Corp.;
Chairman, Passport Research, Ltd.

THOMAS G. BIGLEY Director or Trustee of the Federated Fund $1,416.84
Birthdate: February 3, Complex; Director, Member of Executive
1934 Committee, Children's Hospital of
15 Old Timber Trail Pittsburgh; formerly: Senior Partner, Ernst
Pittsburgh, PA & Young LLP; Director, MED 3000 Group,
TRUSTEE Inc.; Director, Member of Executive
Committee, University of Pittsburgh.

JOHN T. CONROY, JR. Director or Trustee of the Federated Fund $1,558.76
Birthdate: June 23, 1937 Complex; President, Investment Properties
Wood/IPC Commercial Corporation; Senior Vice President,
Dept. John R. Wood and Associates, Inc.,
John R. Wood Realtors; Partner or Trustee in private
Associates, Inc. real estate ventures in Southwest Florida;
Realtors formerly: President, Naples Property
3255 Tamiami Trial Management, Inc. and Northgate Village
North Naples, FL Development Corporation.
TRUSTEE

NICHOLAS CONSTANTAKIS Director or Trustee of the Federated Fund $1,416.84
Birthdate: September 3, Complex; formerly: Partner, Andersen
1939 Worldwide SC.
175 Woodshire Drive

Pittsburgh, PA

TRUSTEE

WILLIAM J. COPELAND Director or Trustee of the Federated Fund $1,558.76
Birthdate: July 4, 1918 Complex; Director and Member of the
One PNC Plaza-23rd Floor Executive Committee, Michael Baker, Inc.;
Pittsburgh, PA formerly: Vice Chairman and Director, PNC
TRUSTEE Bank, N.A., and PNC Bank Corp.; Director,

Ryan Homes, Inc.

Retired: Director, United Refinery;
Director, Forbes Fund; Chairman, Pittsburgh
Foundation; Chairman, Pittsburgh Civic

Light Opera.

JOHN F. CUNNINGHAM Director or Trustee of the Federated Fund $0
Birthdate: March 5, 1943 Complex; Chairman, President and Chief
353 El Brillo Way Executive Officer, Cunningham & Co., Inc.;
Palm Beach, FL Trustee Associate, Boston College;
TRUSTEE Director, EMC Corporation; formerly,

Director, Redgate Communications.

Retired: Chairman of the Board and Chief
Executive Officer, Computer Consoles, Inc.;
President and Chief Operating Officer, Wang
Laboratories; Director, First National Bank
of Boston; Director, Apollo Computer, Inc.

EDWARD C. GONZALES* Trustee or Director of some of the Funds in $0
Birthdate: October 22, the Federated Fund Complex; President,
1930 Executive Vice President and Treasurer of
Federated Investors some of the Funds in the Federated Fund
Tower Complex; Vice Chairman, Federated
1001 Liberty Avenue Investors, Inc.; Vice President, Federated
Pittsburgh, PA Advisers, Federated Management, Federated
TRUSTEE, PRESIDENT and Research, Federated Research Corp.,
TREASURER Federated Global Investment Management
Corp. and Passport Research, Ltd.;
Executive Vice President and Director,
Federated Securities Corp.; Trustee,
Federated Shareholder Services Company.

PETER E. MADDEN Director or Trustee of the Federated Fund $1,416.84
Birthdate: March 16, Complex; formerly: Representative,
1942 Commonwealth of Massachusetts General
One Royal Palm Way Court; President, State Street Bank and
100 Royal Palm Way Trust Company and State Street Corporation.

Palm Beach, FL

TRUSTEE Retired: Director, VISA USA and VISA
International; Chairman and Director,
Massachusetts Bankers Association;
Director, Depository Trust Corporation.

CHARLES F. MANSFIELD, Director or Trustee of some of the $0
JR. Federated Fund Complex; Management
Birthdate: April 10, Consultant.

1945

80 South Road Retired: Chief Executive Officer, PBTC
Westhampton Beach, NY International Bank; Chief Financial Officer
TRUSTEE of Retail Banking Sector, Chase Mahattan

Bank; Senior Vice President, Marine Midland
Bank; Vice President, Citibank; Assistant
Professor of Banking and Finance, Frank G.
Zarb School of Business, Hostra University.

JOHN E. MURRAY, JR., Director or Trustee of the Federated Fund $1,416.84
J.D., S.J.D. Complex; President, Law Professor, Duquesne
Birthdate: December 20, University; Consulting Partner, Mollica &

1932 Murray.
President, Duquesne

University Retired: Dean and Professor of Law,
Pittsburgh, PA University of Pittsburgh School of Law;
TRUSTEE Dean and Professor of Law, Villanova

University School of Law.

MARJORIE P. SMUTS Director or Trustee of the Federated Fund $1,416.84
Birthdate: June 21, 1935 Complex; Public

4905 Bayard Street Relations/Marketing/Conference Planning.
Pittsburgh, PA
TRUSTEE Retired: National Spokesperson, Aluminum

Company of America; business owner.

JOHN S. WALSH Director or Trustee of the Federated Fund $0
Birthdate: November 28, Complex; President and Director, Heat
1957 Wagon, Inc.; President and Director,
2007 Sherwood Drive Manufacturers Products, Inc.; President,
Valparaiso, IN Portable Heater Parts, a division of
TRUSTEE Manufacturers Products, Inc.; Director,
Walsh & Kelly, Inc.; Formerly, Vice
President, Walsh & Kelly, Inc.

J. CHRISTOPHER DONAHUE+ President or Executive Vice President of $0
Birthdate: April 11, the Federated Fund Complex; Director or
1949 Trustee of some of the Funds in the
Federated Investors Federated Fund Complex; President and
Tower Director, Federated Investors, Inc.;
1001 Liberty Avenue President and Trustee, Federated Advisers,
Pittsburgh, PA Federated Management, and Federated
EXECUTIVE VICE PRESIDENT Research; President and Director, Federated
Research Corp. and Federated Global
Investment Management Corp.; President,
Passport Research, Ltd.; Trustee, Federated
Shareholder Services Company; Director,
Federated Services Company.

JOHN W. MCGONIGLE Executive Vice President and Secretary of $0
Birthdate: October 26, the Federated Fund Complex; Executive Vice
1938 President, Secretary, and Director,
Federated Investors Federated Investors, Inc.; Trustee,
Tower Federated Advisers, Federated Management,
1001 Liberty Avenue and Federated Research; Director, Federated
Pittsburgh, PA Research Corp. and Federated Global
EXECUTIVE VICE PRESIDENT Investment Management Corp.; Director,

Federated Services Company; Director,
Federated Securities Corp.

RICHARD B. FISHER President or Vice President of some of the $0
Birthdate: May 17, 1923 Funds; Director or Trustee of some of the

Federated Investors Funds; Executive Vice President, Federated
Tower Investors, Inc.; Chairman and Director,
1001 Liberty Avenue Federated Securities Corp.

Pittsburgh, PA

VICE PRESIDENT

C. CHRISTINE THOMSON Vice President and Assistant Treasurer of $0
Birthdate: September some of the Funds in the Federated Funds

1, 1957 Complex.
Federated Investors
Tower
1001 Liberty Avenue

Pittsburgh, PA

VICE PRESIDENT AND
ASSISTANT TREASURER
</TABLE>

+ Mr. Donahue is the father of J. Christopher Donahue, Executive Vice
President of the Trust.

INVESTMENT ADVISER

The Adviser conducts investment research and makes investment decisions for the
Fund.

The Adviser is a wholly owned subsidiary of WesBanco, Inc.

The Adviser shall not be liable to the Trust, the Fund, or any Fund shareholder
for any losses that may be sustained in the purchase, holding, 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 Trust.

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. 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 may select brokers and dealers
based on whether they also offer research services (as described below). 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 funds distributed by the Distributor and its affiliates. The Adviser
makes decisions on portfolio transactions and selects brokers and dealers
subject to review by the Fund's Board.

RESEARCH SERVICES

Research services 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 may be used by the Adviser or by affiliates of Federated in advising
other accounts. To the extent that receipt of these services may replace
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 those 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.

For the fiscal year ended January 31, 1999, the Fund's Adviser directed
brokerage transactions to certain brokers due to research services they
provided. The total amount of these transactions was $_______ for which the Fund
paid $_______ in brokerage commissions.

On January 31, 1999, the Fund owned securities of the following regular
broker/dealers: [identify issuer name and aggregate dollar amount of debt and
equity securities held by Fund].

Investment decisions for the Fund are made independently from those of other
accounts managed by the Adviser. When the Fund and one or more of those accounts
invests in, or disposes of, the same security, available investments or
opportunities for sales will be allocated among the Fund and the account(s) in a
manner believed by the Adviser to be equitable. While the coordination and
ability to participate in volume transactions may benefit the Fund, it is
possible that this procedure could adversely impact the price paid or received
and/or the position obtained or disposed of by the Fund.

ADMINISTRATOR

Federated Services Company, a subsidiary of Federated, provides administrative
personnel and services (including certain legal and financial reporting
services) necessary to operate the Fund. Federated Services Company provides
these at the following annual rate of the average aggregate daily net assets as
specified below:

MAXIMUM ADMINISTRATIVE AVERAGE AGGREGATE DAILY NET ASSETS OF THE TRUST
FEE
0.150 of 1% on the first $250 million
0.125 of 1% on the next $250 million
0.100 of 1% on the next $250 million
0.075 of 1% on assets in excess of $750 million
The administrative fee received during any fiscal year shall be at least $75,000
per portfolio. Federated Services Company may voluntarily waive a portion of its
fee and may reimburse the Fund for expenses.

Federated Services Company also provides certain accounting and recordkeeping
services with respect to the Fund's portfolio investments for a fee based on
Fund assets plus out-of-pocket expenses.

CUSTODIAN

WesBanco Bank Wheeling, Wheeling, West Virginias, is custodian for the
securities and cash of the Fund.

TRANSFER AGENT AND DIVIDEND DISBURSING AGENT

Federated Services Company, through its registered transfer agent subsidiary,
Federated Shareholder Services Company, maintains all necessary shareholder
records. The Fund pays the transfer agent a fee based on the size, type, and
number of accounts and transactions made by shareholders.

INDEPENDENT AUDITORS

Deloitte & Touche LLP, Boston, Massachusetts, is the independent auditors for
the Fund.

FEES PAID BY THE FUND FOR SERVICES

FOR THE YEAR ENDED JANUARY 31

1999

Advisory Fee Earned $
Advisory Fee Reduction $
Brokerage Commissions $
Administrative Fee $
12b-1 Fee $
Shareholder Services Fee $

HOW DOES THE FUND MEASURE PERFORMANCE?

The Fund may advertise Share performance by using the Securities and Exchange
Commission's (SEC) standard method for calculating performance applicable to all
mutual funds. The SEC also permits this standard performance information to be
accompanied by non-standard performance information.

Unless otherwise stated, any quoted Share performance reflects the effect of
non-recurring charges, such as maximum sales charges, which, if excluded, would
increase the total return and yield. The performance of Shares depends upon such
variables as: portfolio quality; average portfolio maturity; type and value of
portfolio securities; changes in interest rates; changes or differences in the
Fund's or any class of Shares' expenses; and various other factors.

Share performance fluctuates on a daily basis largely because net earnings
fluctuate daily. Both net earnings and offering price per Share are factors in
the computation of yield and total return.

AVERAGE ANNUAL TOTAL RETURNS AND YIELD

Total returns given for the one- and since inception periods ended January 31,
1999.

Yield given for the 30-day period ended January 31, 1999.

1 Year Since Inception

FUND

Total Return
Yield

TOTAL RETURN

Total return represents the change (expressed as a percentage) in the value of
Shares over a specific period of time, and includes the investment of income and
capital gains distributions.

The average annual total return for Shares 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 NAV 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, less any applicable sales charge, adjusted over the
period by any additional Shares, assuming the annual reinvestment of all
dividends and distributions.

When Shares of a Fund are in existence for less than a year, the Fund may
advertise cumulative total return for that specific period of time, rather than
annualizing the total return.

YIELD

The yield of Shares is calculated by dividing: (i) the net investment income per
Share earned by the Shares over a thirty-day period; by (ii) the maximum
offering price per Share on the last day of the period. This number 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 12-month period and is reinvested every six months. The yield does not
necessarily reflect income actually earned by Shares because of certain
adjustments required by the SEC and, therefore, may not correlate to the
dividends or other distributions paid to shareholders.

To the extent investment professional and broker/dealers charge fees in
connection with services provided in conjunction with an investment in Shares,
the Share performance is lower for shareholders paying those fees.

PERFORMANCE COMPARISONS

Advertising and sales literature may include:

o references to ratings, rankings, and financial publications and/or
performance comparisons of Shares to certain indices;

o charts, graphs and illustrations using the Fund's returns, or returns in
general, that demonstrate investment concepts such as tax-deferred
compounding, dollar-cost averaging and systematic investment;

o discussions of economic, financial and political developments and their
impact on the securities market, including the portfolio manager's views on
how such developments could impact the Funds; and

o information about the mutual fund industry from sources such as the Investment
Company Institute.

The Fund may compare its performance, or performance for the types of securities
in which it invests, to a variety of other investments, including federally
insured bank products such as bank savings accounts, certificates of deposit,
and Treasury bills.

The Fund may quote information from reliable sources regarding individual
countries and regions, world stock exchanges, and economic and demographic
statistics.

You may use financial publications and/or indices to obtain a more complete view
of Share performance. When comparing performance, you should consider all
relevant factors such as the composition of the 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:

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
asset value over a specified period of time. From time to time, the Fund will
quote its Lipper ranking in the "balanced funds" category in advertising and
sales literature.

MORNINGSTAR, INC.

An independent rating service, is the publisher of the bi-weekly MUTUAL FUND
VALUES, which 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.

STANDARD & POOR'S DAILY STOCK PRICE INDEX OF 500 COMMON STOCKS (S&P 500)

Composite index of common stocks in industry, transportation, and financial and
public utility companies. Can be used to compare to the total returns of funds
whose portfolios are invested primarily in common stocks. In addition, the S & P
500 assumes reinvestments of all dividends paid by stocks listed on its index.
Taxes due on any of these distributions are not included, nor are brokerage or
other fees calculated in the S & P figures.

LEHMAN BROTHERS GOVERNMENT/CORPORATE (TOTAL) INDEX

Index comprised of approximately 5,000 issues which include: non-convertible
bonds publicly issued by the U.S. government or its agencies; corporate bonds
guaranteed by the U.S. government and quasi-federal corporations; and publicly
issued, fixed rate, non-convertible domestic bonds of companies in industry,
public utilities, and finance. The average maturity of these bonds approximates
nine years. Tracked by Lehman Brothers, Inc., the index calculates total retums
for one-month, three-month, twelve-month, and ten-year periods and year-to-date.

MUTUAL FUND MARKET

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 $5 trillion to the more than 7,300 funds available,
according to the Investment Company Institute.

FINANCIAL INFORMATION

The Financial Statements for the Fund for the fiscal year ended January 31,
1999, are incorporated herein by reference to the Annual Report to Shareholders
of WesMark Balanced Fund dated January 31, 1999.

INVESTMENT RATINGS

STANDARD AND POOR'S LONG-TERM DEBT RATING DEFINITIONS

AAA--Debt rated AAA has the highest rating assigned by Standard & Poor's.
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--Debt rated BB has less near-term, vulnerability to default than other
speculative issues. However, it faces major ongoing uncertainties or exposure to
adverse business, financial, or economic conditions which could lead to
inadequate capacity to meet timely interest and principal payments. The BB
rating category is also used for debt subordinated to senior debt that is
assigned an actual or implied BBB-rating.

B--Debt rated B has a greater vulnerability to default but currently has the
capacity to meet interest payments and principal repayments. Adverse business,
financial, or economic conditions will likely impair capacity or willingness to
pay interest and repay principal. The B rating category is also used for debt
subordinated to senior debt that is assigned an actual or implied BB or BB-
rating.

CCC--Debt rated CCC has a currently identifiable vulnerability to default, and
is dependent upon favorable business, financial, and economic conditions to meet
timely payment of interest and repayment of principal. In the event of adverse
business, financial, or economic conditions, it is not likely to have the
capacity to pay interest and repay principal. The CCC rating category is also
used for debt subordinated to senior debt that is assigned an actual or implied
B or B-rating.

CC--The rating CC typically is applied to debt subordinated to senior debt that
is assigned an actual or implied CCC debt rating.

C--The rating C typically is applied to debt subordinated to senior debt which
is assigned an actual or implied CCC-debt rating. The C rating may be used to
cover a situation where a bankruptcy petition has been filed, but debt service
payments are continued.

MOODY'S INVESTORS SERVICE, INC. LONG-TERM 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 by an exceptionally stable
margin and principal is secure. While the various protective elements are likely
to change, such changes as can be visualized are most unlikely to impair the
fundamentally strong position of such issues.

AA--Bonds which are rated AA are judged to be of high quality by all standards.
Together with the AAA group, they comprise what are generally known as high
grade bonds. They are rated lower than the best bonds because margins of
protection may not be as large as in AAA securities or fluctuation of protective
elements may be of greater amplitude or there may be other elements present
which make the long-term risks appear somewhat larger than in AAA securities.

A--Bonds which are rated A possess many favorable investment attributes and are
to be considered as upper medium grade obligations. Factors giving security to
principal and interest are considered adequate but elements may be present which
suggest a susceptibility to impairment sometime in the future.

BAA--Bonds which are rated BAA are considered as medium grade obligations,
(i.e., they are neither highly protected nor poorly secured). Interest payments
and principal security appear adequate for the present but certain protective
elements may be lacking or may be characteristically unreliable over any great
length of time. Such bonds lack outstanding investment characteristics and in
fact have speculative characteristics as well.

BA--Bonds which are BA are judged to have speculative elements; their future
cannot be considered as 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 the 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 rated 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. LONG-TERM DEBT RATING DEFINITIONS

AAA--Bonds considered to be investment grade and of the highest credit quality.
The obligor has an exceptionally strong ability to pay interest and repay
principal, which is unlikely to be affected by reasonably foreseeable events.

AA--Bonds considered to be investment grade and of very high credit quality. The
obligor's ability to pay interest and repay principal is very strong, although
not quite as strong as bonds rated AAA. Because bonds rated in the AAA and AA
categories are not significantly vulnerable to foreseeable future developments,
short-term debt of these issuers is generally rated F-1+.

A--Bonds considered to be investment grade and of high credit quality. The
obligor's ability to pay interest and repay principal is considered to be
strong, but may be more vulnerable to adverse changes in economic conditions and
circumstances than bonds with higher ratings.

BBB--Bonds considered to be investment grade and of satisfactory credit quality.
The obligor's ability to pay interest and repay principal is considered to be
adequate. Adverse changes in economic conditions and circumstances, however, are
more likely to have adverse impact on these bonds, and therefore impair timely
payment. The likelihood that the ratings of these bonds will fall below
investment grade is higher than for bonds with higher ratings.

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 imminent default in payment of interest or principal.

MOODY'S INVESTORS SERVICE, INC. COMMERCIAL PAPER RATINGS

PRIME-1--Issuers rated Prime-1 (or related supporting institutions) have a
superior capacity for repayment of short-term promissory obligations. Prime-1
repayment capacity will normally be evidenced by the following characteristics:

o Leading market positions in well established industries.

o High rates of return on funds employed.

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

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

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

PRIME-2--Issuers rated Prime-1 (or related supporting institutions) have a
strong capacity for repayment of short-term promissory obligations. This will
normally be evidenced by many of the characteristics cited above but to a lesser
degree. Earnings trends and coverage ratios, while sound, will be more subject
to variation. Capitalization characteristics, while still appropriate, may be
more affected by external conditions. Ample alternate liquidity is maintained.

STANDARD AND POOR'S COMMERCIAL PAPER RATINGS

A-1--This designation indicates that the degree of safety regarding timely
payment is strong. Those issues determined to possess extremely strong safety
characteristics are denoted with a plus sign (+) designation.

A-2--Capacity for timely payment on issues with this designation is
satisfactory. However, the relative degree of safety is not as high as for
issues designated A-1.

FITCH IBCA, INC. COMMERCIAL PAPER RATING DEFINITIONS

FITCH-1--(Highest Grade) Commercial paper assigned this rating is regarded as
having the strongest degree of assurance for timely payment.

FITCH-2--(Very Good Grade) Issues assigned this rating reflect an assurance of
timely payment only slightly less in degree than the strongest issues.

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 Services Company
P.O. Box 8600

Boston, MA 02266-8600

INDEPENDENT AUDITORS

Deloitte & Touche LLP
125 Summer Street
Boston, MA 02110-1617

PROSPECTUS

WESMARK BOND FUND

A Portfolio of WesMark Funds

A mutual fund seeking high current income consistent with preservation of
capital by investing primarily in investment grade bonds.

SHARES OF THE WESMARK BOND FUND, LIKE SHARE OF ALL MUTUAL FUNDS, ARE NOT BANK
DEPOSITS, FEDERALLY INSURED, OR GUARANTEED, AND MAY LOSE VALUE.

CONTENTS

Fund Goal, Strategies, and Risk
Risk/Return Summary What are the
Fund's Fees and Expenses?

What are the Principal Securities in
Which the Fund Invests? What are the
Specific Risks of Investing in the
Fund?

What do Shares Cost?
How is the Fund Sold?
How to Purchase Shares
How to Redeem and Exchange Shares
Account and Share Information
Who Manages the Fund?
Financial Information

April __, 1999

FUND GOAL, STRATEGIES AND RISKS

WHAT IS THE FUND'S GOAL?

The Fund's goal (investment objective) is 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 strategies and
policies described in this prospectus.

WHAT ARE THE FUND'S MAIN INVESTMENT STRATEGIES?

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
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 or securities that
are unrated but are determined by the Fund's Adviser to be of comparable
quality. (See "Investment Ratings for Investment Grade Securities"). 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.

Assets of the Fund will be invested in those sectors of the bond market that
offer the highest yield in relation to historical norms. By recognizing changing
relative yields and allocating the assets of the Fund into the most attractive
sectors, the Fund is expected to achieve above average returns.

WHAT ARE THE MAIN RISKS OF INVESTING IN THE FUND?

As with all mutual funds, the Fund's investments are subject to risks that could
cause their value to go down. The prices of fixed-rate debt securities change in
the opposite direction as interest rates. Therefore, if interest rates increase,
the value of the Fund's portfolio securities, and therefore the Fund's shares,
may go down. Risks of prepayment on asset-backed and mortgage-backed securities
will also affect fund returns. Other factors that may reduce the Fund's returns
include defaults or increase in the risk of defaults on portfolio securities, or
early redemptions or "calls".

RISK/RETURN SUMMARY

RISK/RETURN BAR CHART AND TABLE

AVERAGE ANNUAL TOTAL RETURN

Life of the Fund1 1 Year

Fund % %

Index % %

1 SINCE INCEPTION DATE OF _____________

WHAT ARE THE FUND'S FEES AND EXPENSES?

WESMARK BOND FUND

FEES AND EXPENSES

ANNUAL FUND OPERATING EXPENSES(Before Reimbursement)1
EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS (AS A PERCENTAGE OF AVERAGE NET
ASSETS)
Management Fee2 0.60%
Distribution (12b-1) Fee3 0.25%
Shareholder Services Fee4 0.25%
Other Expenses 0.37%
Total Annual Fund Operating Expenses 1.47%
- ------------------------------------------------------------------------------------------------------
1 Although not contractually obligated to do so, the adviser waived and
distributor reimbursed certain amounts. These are shown below along with the
net expenses the Fund ACTUALLY PAID for the fiscal year ended January 31,
1999.

Reimbursement of Fund Expenses 0.57%
Total Annual Fund Operating Expenses (after reimbursement) 0.90%

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

</TABLE>

EXAMPLE

The following Example is intended to help you compare the cost of investing in
the Fund with the cost of investing in other mutual funds.

1 YEAR 3 YEARS 5 YEARS 10 YEARS
$153 $474 $818 $1,791

WHAT ARE THE PRINCIPAL SECURITIES IN WHICH THE FUND INVESTS?

FIXED INCOME SECURITIES

The following describes the types of fixed income securities in which the Fund
invests.

TREASURY SECURITIES

Treasury securities are direct obligations of the federal government of the
United States. Treasury securities are generally regarded as having the lowest
credit risks.

AGENCY SECURITIES

CORPORATE DEBT SECURITIES

MORTGAGE BACKED SECURITIES

COLLATERALIZED MORTGAGE OBLIGATIONS (CMOS)

IOS AND POS

ASSET BACKED SECURITIES

ZERO COUPON SECURITIES

Zero coupon securities do not pay interest or principal until final maturity
unlike debt securities that provide periodic payments of interest (referred
to as a coupon payment). Investors buy zero coupon securities at a price
below the amount payable at maturity. The difference between the purchase
price and the amount paid at maturity represents interest on the zero coupon
security. Investors must wait until maturity to receive interest and
principal, which increases the market and credit risks of a zero coupon
security.

There are many forms of zero coupon securities. Some are issued at a
discount and are referred to as zero coupon or capital appreciation bonds.
Others are created from interest bearing bonds by separating the right to
receive the bond's coupon payments from the right to receive the bond's
principal due at maturity, a process known as coupon stripping. Treasury IOs
and POs are the most common forms of stripped zero coupon securities. In
addition, some securities give the issuer the option to deliver additional
securities in place of cash interest payments, thereby increasing the amount
payable at maturity. These are referred to as pay-in-kind or PIK securities.

CONVERTIBLE SECURITIES

The Fund treats convertible securities as fixed income securities for purposes
of its investment policies and limitations, because of their unique
characteristics.

INVESTMENT RATINGS FOR INVESTMENT GRADE SECURITIES

TEMPORARY DEFENSIVE INVESTMENTS

WHAT ARE THE SPECIFIC RISKS OF INVESTING IN THE FUND?

BOND MARKET RISKS

o Prices of fixed income securities rise and fall in response to interest rate
changes for similar securities. Generally, when interest rates rise, prices
of fixed income securities fall.

CREDIT RISKS

o Credit risk is the possibility that an issuer will default on a security by
failing to pay interest or principal when due. If an issuer defaults, the
Fund will lose money.

CALL AND PREPAYMENT RISKS

WHAT DO SHARES COST?

NAV is determined at the end of regular trading (normally 4:00 p.m. Eastern
time) each day the NYSE is open.

HOW IS THE FUND SOLD?

RULE 12B-1 PLAN

HOW TO PURCHASE SHARES

DIRECTLY FROM THE FUND

o Establish your account with the Fund by submitting a completed New Account
Form; and

o Send your payment to the Fund by Federal Reserve wire or check.

An institution may establish an account and place an order by calling the Fund
and the Shares will be priced at the next calculated NAV after the Fund receives
the order.

BY WIRE

BY CHECK

Make your check payable to the Fund, NOTE YOUR ACCOUNT NUMBER ON THE CHECK, and
mail it to:

WesMark Funds Shareholder Services
WesBanco Bank Wheeling
One Bank Plaza

Wheeling, WV 26003

Payment should be made in U.S. dollars and drawn on a U.S. bank. The Fund
will not accept third-party checks (checks originally payable to someone other
than you or the Fund).

THROUGH AN INVESTMENT PROFESSIONAL

o Establish an account with the investment professional; and

Investment professionals should send payments according to the instructions in
the sections "By Wire" or "By Check."

THROUGH AN EXCHANGE

BY SYSTEMATIC INVESTMENT PROGRAM

BY AUTOMATED CLEARINGHOUSE (ACH)

RETIREMENT INVESTMENTS

HOW TO REDEEM AND EXCHANGE SHARES

You should redeem or exchange Shares:

o directly from the Fund if you purchased Shares directly from the Fund; or

o through an investment professional if you purchased Shares through an
investment professional.

DIRECTLY FROM THE FUND

BY TELEPHONE

BY MAIL

You may redeem or exchange Shares by mailing a written request to the Fund.

You will receive a redemption amount based on the next calculated NAV after the
Fund receives your written request in proper form.

Send requests by mail to:

WesMark Funds Shareholder Services
WesBanco Bank Wheeling
One Bank Plaza

Wheeling, WV 26003

ALL REQUESTS MUST INCLUDE:

o Fund Name, account number and account registration;

o amount to be redeemed or exchanged;

o signatures of all Shareholders exactly as registered; and

o IF EXCHANGING, the Fund Name, account number and account registration into
which you are exchanging.

Call the Fund or your investment professional if you need special instructions.

THROUGH AN INVESTMENT PROFESSIONAL

SIGNATURE GUARANTEES Signatures must be guaranteed if:

o your redemption will be sent to an address other than the address of
record;

o your redemption will be sent to an address of record that was changed
within the last 30 days;

o a redemption is payable to someone other than the shareholder(s) of record;
or

o IF EXCHANGING (TRANSFERRING) into another fund with a different shareholder
registration.

PAYMENT METHODS FOR REDEMPTIONS

o an electronic transfer to your account at a financial institution that is
an ACH member; or

o wire payment to your account at a domestic commercial bank that is a
Federal Reserve System member.

REDEMPTION IN KIND

Although the Fund intends to pay Share redemptions in cash, it reserves the
right to pay the redemption price in whole or in part by a distribution of the
Fund's portfolio securities.

LIMITATIONS ON REDEMPTION PROCEEDS

Redemption proceeds normally are wired or mailed within one business day after
receiving a request in proper form. Payment may be delayed up to seven days:

o to allow your purchase to clear;

o during periods of market volatility; or

o when a shareholder's trade activity or amount adversely impacts the Fund's
ability to manage its assets.

You will not accrue interest or dividends on uncashed checks from the Fund if
those checks are undeliverable and returned to the Fund.

REDEMPTIONS FROM RETIREMENT ACCOUNTS

EXCHANGE PRIVILEGES

You may exchange Shares of the Fund into Shares of another WesMark Fund. To do
this, you must:

o ensure that the account registrations are identical;

o meet any minimum initial investment requirements; and

o receive a prospectus for the fund into which you wish to exchange.

An exchange is treated as a redemption and a subsequent purchase, and is a
taxable transaction.

SYSTEMATIC WITHDRAWAL/EXCHANGE PROGRAM

ADDITIONAL CONDITIONS

TELEPHONE TRANSACTIONS

The Fund will record your telephone instructions. If the Fund does not follow
reasonable procedures, it may be liable for losses due to unauthorized or
fraudulent telephone instructions.

SHARE CERTIFICATES

The Fund does not issue share certificates.

ACCOUNT AND SHARE INFORMATION

CONFIRMATIONS AND ACCOUNT STATEMENTS

DIVIDENDS AND CAPITAL GAINS

The Fund declares dividends daily and pays any dividends monthly to
shareholders. Dividends are paid to all shareholders invested in the Fund on the
record date. The record date is the date on which a shareholder must officially
own shares in order to earn a dividend.

ACCOUNTS WITH LOW BALANCES

TAX INFORMATION

WHO MANAGES THE FUND?

ADVISER'S BACKGROUND

The Fund's portfolio managers are:

ADVISORY FEES

The Adviser receives an annual investment advisory fee of 0.60% of the Fund's
average daily net assets. The Adviser may voluntarily waive a portion of its fee
or reimburse the Fund for certain operating expenses.

YEAR 2000 READINESS

The financial impact of these issues for the Fund is still being determined.
There can be no assurance that potential Year 2000 problems would not have a
material adverse effect on the Fund.

FINANCIAL INFORMATION

FINANCIAL HIGHLIGHTS

This information has been audited by Deloitte & Touche LLP, whose report, along
with the Fund's audited financial statements, is included in the Annual Report.

WESMARK BOND FUND

A Portfolio of WesMark Funds

INVESTMENT COMPANY ACT FILE NO. 811-7925
CUSIP 951025402

GO_____ (4/99)

STATEMENT OF ADDITIONAL INFORMATION

WESMARK BOND FUND

A Portfolio of WesMark Funds

This Statement of Additional Information (SAI) is not a prospectus. Read this
SAI in conjunction with the prospectus for WesMark Bond Fund (Fund), dated April
__, 1999. This SAI incorporates by reference the Fund's Annual Report. Obtain
the prospectus or the Annual Report without charge by calling 1-800-368-3369.

April __, 1999

CUSIP 951025402

00000000 (4/99)

HOW IS THE FUND ORGANIZED?

SECURITIES IN WHICH THE FUND INVESTS

SECURITIES DESCRIPTIONS AND TECHNIQUES

COMMERCIAL PAPER

Commercial paper is an issuer's obligation with a maturity of less than nine
months. Companies typically issue commercial paper to pay for current
expenditures. Most issuers constantly reissue their commercial paper and use the
proceeds (or bank loans) to repay maturing paper. If the issuer cannot continue
to obtain liquidity in this fashion, its commercial paper may default. The short
maturity of commercial paper reduces both the market and credit risks as
compared to other debt securities of the same issuer.

COLLATERALIZED MORTGAGE OBLIGATIONS (CMOS)

CMOs, including interests in real estate mortgage investment conduits (REMICs),
allocate payments and prepayments from an underlying pass-through certificate
among holders of different classes of mortgage backed securities. This creates
different prepayment and market risks for each CMO class.

SEQUENTIAL CMOS

PACS, TACS AND COMPANION CLASSES

FLOATERS AND INVERSE FLOATERS

Z CLASSES AND RESIDUAL CLASSES

DERIVATIVE CONTRACTS

The Fund may trade in the following types of derivative contracts.

FUTURES CONTRACTS

OPTIONS

The Fund may:

O Buy put options on portfolio securities, securities indices, and listed
put options on futures contracts in anticipation of a decrease in the
value of the underlying asset;

O When the Fund writes options on futures contracts, it will be subject to
margin requirements similar to those applied to futures contracts; and

O Buy or write options to close out existing options positions.

When the Fund writes options on futures contracts, it will be subject to
margin requirements similar to those applied to futures contracts.

SPECIAL TRANSACTIONS
REPURCHASE AGREEMENTS

Repurchase agreements are subject to credit risks.

REVERSE REPURCHASE AGREEMENTS

DELAYED DELIVERY TRANSACTIONS

TO BE ANNOUNCED SECURITIES (TBAS)

DOLLAR ROLLS

SECURITIES LENDING

The Fund will reinvest cash collateral in securities that qualify as an
acceptable investment for the Fund. However, the Fund must pay interest to the
borrower for the use of cash collateral.

Securities lending activities are subject to market risks and credit risks.
These transactions create leverage risks.

INVESTMENT LIMITATIONS

SELLING SHORT AND BUYING ON MARGIN

ISSUING SENIOR SECURITIES AND BORROWING MONEY

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

DIVERSIFICATION OF INVESTMENTS

UNDERWRITING

INVESTING IN REAL ESTATE

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

INVESTING IN COMMODITIES

LENDING CASH OR SECURITIES

CONCENTRATION OF INVESTMENTS

PLEDGING ASSETS

INVESTING IN ILLIQUID SECURITIES

WRITING COVERED CALL OPTIONS AND PURCHASING PUT OPTIONS

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.

DETERMINING MARKET VALUE OF SECURITIES

Market values of the Fund's portfolio securities are determined as follows:

o for equity securities, according to the last sale price in the market in
which they are primarily traded (either a national securities exchange or the
over-the-counter market), if available;

o in the absence of recorded sales for 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 all other securities, at fair value as determined in good faith by the
Board.

WHAT DO SHARES COST?

The Fund's net asset value (NAV) per Share fluctuates and is based on the market
value of all securities and other assets of the Fund.

HOW IS THE FUND SOLD?

RULE 12B-1 PLAN

The Fund may compensate the Distributor more or less than its actual marketing
expenses. In no event will the Fund pay for any expenses of the Distributor that
exceed the maximum Rule 12b-1 Plan fee.

SHAREHOLDER SERVICES

SUPPLEMENTAL PAYMENTS

EXCHANGING SECURITIES FOR SHARES

SUBACCOUNTING SERVICES

REDEMPTION IN KIND

ACCOUNT AND SHARE INFORMATION

VOTING RIGHTS

Shareholders owning 25% or more of outstanding Shares may be in control and be
able to affect the outcome of certain matters presented for a vote of
shareholders.

TAX INFORMATION

FEDERAL INCOME TAX

FOREIGN INVESTMENTS

WHO MANAGES AND PROVIDES SERVICES TO THE FUND?

BOARD OF TRUSTEES

As of April __, 1999, the Fund's Board and Officers as a group owned
[approximately # (___%)] [less than 1%] of the Fund's outstanding Shares.

NAME AGGREGATE
BIRTHDATE COMPENSATION
ADDRESS PRINCIPAL OCCUPATIONS FROM
POSITION WITH TRUST FOR PAST 5 YEARS TRUST

NICHOLAS CONSTANTAKIS Director or Trustee of the Federated Fund $1,416.84
Birthdate: September 3, Complex; formerly: Partner, Andersen
1939 Worldwide SC.
175 Woodshire Drive

Pittsburgh, PA

TRUSTEE

Ryan Homes, Inc.

Retired: Director, United Refinery;
Director, Forbes Fund; Chairman, Pittsburgh
Foundation; Chairman, Pittsburgh Civic

Light Opera.

Director, Redgate Communications.

Palm Beach, FL

TRUSTEE Retired: Director, VISA USA and VISA
International; Chairman and Director,
Massachusetts Bankers Association;
Director, Depository Trust Corporation.

CHARLES F. MANSFIELD, Director or Trustee of some of the $0
JR. Federated Fund Complex; Management
Birthdate: April 10, Consultant.

1945

80 South Road Retired: Chief Executive Officer, PBTC
Westhampton Beach, NY International Bank; Chief Financial Officer
TRUSTEE of Retail Banking Sector, Chase Mahattan

Bank; Senior Vice President, Marine Midland
Bank; Vice President, Citibank; Assistant
Professor of Banking and Finance, Frank G.
Zarb School of Business, Hostra University.

JOHN E. MURRAY, JR., Director or Trustee of the Federated Fund $1,416.84
J.D., S.J.D. Complex; President, Law Professor, Duquesne
Birthdate: December 20, University; Consulting Partner, Mollica &

1932 Murray.
President, Duquesne

University Retired: Dean and Professor of Law,
Pittsburgh, PA University of Pittsburgh School of Law;
TRUSTEE Dean and Professor of Law, Villanova

University School of Law.

MARJORIE P. SMUTS Director or Trustee of the Federated Fund $1,416.84
Birthdate: June 21, 1935 Complex; Public

4905 Bayard Street Relations/Marketing/Conference Planning.
Pittsburgh, PA
TRUSTEE Retired: National Spokesperson, Aluminum

Company of America; business owner.

Federated Services Company; Director,
Federated Securities Corp.

RICHARD B. FISHER President or Vice President of some of the $0
Birthdate: May 17, 1923 Funds; Director or Trustee of some of the

Federated Investors Funds; Executive Vice President, Federated
Tower Investors, Inc.; Chairman and Director,
1001 Liberty Avenue Federated Securities Corp.

Pittsburgh, PA

VICE PRESIDENT

C. CHRISTINE THOMSON Vice President and Assistant Treasurer of $0
Birthdate: September some of the Funds in the Federated Funds
1, 1957 Complex.
Federated Investors
Tower
1001 Liberty Avenue

Pittsburgh, PA

VICE PRESIDENT AND
ASSISTANT TREASURER

</TABLE>

+ Mr. Donahue is the father of J. Christopher Donahue, Executive Vice
President of the Trust.

INVESTMENT ADVISER

The Adviser conducts investment research and makes investment decisions for the
Fund.

The Adviser is a wholly owned subsidiary of WesBanco, Inc.

BROKERAGE TRANSACTIONS

RESEARCH SERVICES

On January 31, 1999, the Fund owned securities of the following regular
broker/dealers: [identify issuer name and aggregate dollar amount of debt and
equity securities held by Fund].

ADMINISTRATOR

Federated Services Company also provides certain accounting and recordkeeping
services with respect to the Fund's portfolio investments for a fee based on
Fund assets plus out-of-pocket expenses.

CUSTODIAN

WesBanco Bank Wheeling, Wheeling, West Virginias, is custodian for the
securities and cash of the Fund.

TRANSFER AGENT AND DIVIDEND DISBURSING AGENT

INDEPENDENT AUDITORS

Deloitte & Touche LLP, Boston, Massachusetts, is the independent auditors for
the Fund.

FEES PAID BY THE FUND FOR SERVICES

FOR THE YEAR ENDED JANUARY 31

1999

Advisory Fee Earned $
Advisory Fee Reduction $
Brokerage Commissions $
Administrative Fee $
12b-1 Fee $
Shareholder Services Fee $

HOW DOES THE FUND MEASURE PERFORMANCE?

Share performance fluctuates on a daily basis largely because net earnings
fluctuate daily. Both net earnings and offering price per Share are factors in
the computation of yield and total return.

AVERAGE ANNUAL TOTAL RETURNS AND YIELD

Total returns given for the one- and since inception periods ended January 31,
1999.

Yield given for the 30-day period ended January 31, 1999.

1 Year Since Inception

FUND

Total Return
Yield

TOTAL RETURN

Total return represents the change (expressed as a percentage) in the value of
Shares over a specific period of time, and includes the investment of income and
capital gains distributions.

When Shares of a Fund are in existence for less than a year, the Fund may
advertise cumulative total return for that specific period of time, rather than
annualizing the total return.

YIELD

PERFORMANCE COMPARISONS

Advertising and sales literature may include:

o references to ratings, rankings, and financial publications and/or
performance comparisons of Shares to certain indices;

o discussions of economic, financial and political developments and their
impact on the securities market, including the portfolio manager's views on
how such developments could impact the Funds; and

o information about the mutual fund industry from sources such as the Investment
Company Institute.

The Fund may quote information from reliable sources regarding individual
countries and regions, world stock exchanges, and economic and demographic
statistics.

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
asset value over a specified period of time. From time to time, the Fund will
quote its Lipper ranking in the "intermediate government funds" category in
advertising and sales literature.

MORNINGSTAR, INC.

LEHMAN BROTHERS GOVERNMENT/CORPORATE (TOTAL) INDEX

MUTUAL FUND MARKET

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 trillion to the more than 6,700 funds available,
according to the Investment Company Institute.

FINANCIAL INFORMATION

The Financial Statements for the Fund for the fiscal year ended January 31,
1999, are incorporated herein by reference to the Annual Report to Shareholders
of WesMark Bond Fund dated January 31, 1999.

INVESTMENT RATINGS

STANDARD AND POOR'S LONG-TERM DEBT RATING DEFINITIONS

AAA--Debt rated AAA has the highest rating assigned by Standard & Poor's.
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.

CC--The rating CC typically is applied to debt subordinated to senior debt that
is assigned an actual or implied CCC debt rating.

MOODY'S INVESTORS SERVICE, INC. LONG-TERM BOND RATING DEFINITIONS

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 rated 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. LONG-TERM DEBT RATING DEFINITIONS

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 imminent default in payment of interest or principal.

MOODY'S INVESTORS SERVICE, INC. COMMERCIAL PAPER RATINGS

o Leading market positions in well established industries.

o High rates of return on funds employed.

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

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

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

STANDARD AND POOR'S COMMERCIAL PAPER RATINGS

A-2--Capacity for timely payment on issues with this designation is
satisfactory. However, the relative degree of safety is not as high as for
issues designated A-1.

FITCH IBCA, INC. COMMERCIAL PAPER RATING DEFINITIONS

FITCH-1--(Highest Grade) Commercial paper assigned this rating is regarded as
having the strongest degree of assurance for timely payment.

FITCH-2--(Very Good Grade) Issues assigned this rating reflect an assurance of
timely payment only slightly less in degree than the strongest issues.

ADDRESSES

WESMARK BOND 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 Services Company
P.O. Box 8600

Boston, MA 02266-8600

INDEPENDENT AUDITORS

Deloitte & Touche LLP
125 Summer Street
Boston, MA 02110-1617

PROSPECTUS

WESMARK GROWTH FUND

A Portfolio of WesMark Funds

A mutual fund seeking appreciation of capital by investing primarily in equity
securities of companies with prospects for above-average growth in earnings and
dividends.

SHARES OF THE WESMARK GROWTH FUND, LIKE SHARE OF ALL MUTUAL FUNDS, ARE NOT BANK
DEPOSITS, FEDERALLY INSURED, OR GUARANTEED, AND MAY LOSE VALUE.

CONTENTS

Fund Goal, Strategies, and Risks
Risk/Return Summary What are the
Fund's Fees and Expenses? What are
the Fund's Investment Strategies?

What are the Principal Securities in
Which the Fund Invests? What are the
Specific Risks of Investing in the
Fund?

What do Shares Cost?
How is the Fund Sold?
How to Purchase Shares
How to Redeem and Exchange Shares
Account and Share Information
Who Manages the Fund?
Financial Information

april __, 1999

FUND GOAL, STRATEGIES AND RISKS

WHAT IS THE FUND'S GOAL?

The Fund's goal (investment objective) is appreciation of capital. While there
is no assurance that the Fund will achieve its investment objective, it
endeavors to do so by following the strategies and policies described in this
prospectus.

WHAT ARE THE FUND'S MAIN INVESTMENT STRATEGIES?

The Fund strives to meet its investment objectives by selecting stocks of
companies that are expected to achieve higher than average profitability ratios
such as operating profit margin or return on equity. These stocks are included
in the Fund only when their price-earnings ration in relation to market averages
such as the Standard & Poor's 500 Index is within historical ranges. Utilizing
price-earnings rations as a measure of relative value can enable the Fund to
limit market risk caused by overvaluation and to take advantage of market
opportunities caused by short-term company or industry factors.

WHAT ARE THE MAIN RISKS OF INVESTING IN THE FUND?

As with all mutual funds, the Fund's investments are subject to risks that could
cause their value to go down. The value of the stocks in the Fund's portfolio
will go up and down, and therefore the value of your Fund shares will also
change. These changes could be a long-term trend or drastic, short-term
movement. The Fund's portfolio will reflect changes in the prices of individual
portfolio stocks or general changes in stock valuations. Consequently, the
Fund's share price could decline and you could lose money.

RISK/RETURN SUMMARY

RISK/RETURN BAR CHART AND TABLE

THE GRAPHIC PRESENTATION DISPLAYED HERE CONSISTS OF A BAR CHART
REPRESENTING THE ANNUAL TOTAL RETURNS OF THE FUND AS OF THE CALENDAR YEAR-END
FOR EACH OF (NUMBER OF YEARS

REPRESENTED) YEARS.
- ------------
THE `Y' AXIS REFLECTS THE "% TOTAL RETURN" BEGINNING WITH "0" AND INCREASING IN
INCREMENTS OF 3 UP TO 16%.

THE `X' AXIS REPRESENTS CALCULATION PERIODS [CHOOSE ONE:] (FROM THE EARLIEST
CALENDAR YEAR END OF THE (FUND'S START OF BUSINESS) THROUGH THE CALENDAR YEAR
ENDED (DATE)). THE LIGHT GRAY SHADED CHART FEATURES (NUMBER OF BARS) DISTINCT
VERTICAL BARS, EACH SHADED IN CHARCOAL, AND EACH VISUALLY REPRESENTING BY HEIGHT
THE TOTAL RETURN PERCENTAGES FOR THE CALENDAR YEAR STATED DIRECTLY AT ITS BASE.
THE CALCULATED TOTAL RETURN PERCENTAGE FOR THE Fund FOR EACH CALENDAR YEAR IS
STATED DIRECTLY AT THE TOP OF EACH RESPECTIVE BAR, FOR THE CALENDAR YEARS (FIRST
CALENDAR YEAR) THROUGH (LAST CALENDAR YEAR). The percentages noted are: (INSERT
PERCENTAGES SHOWN AT THE TOP OF EACH BAR IN THE CHART). THE FUND'S TOTAL RETURN
FROM JANUARY 1, (INSERT YEAR) TO (INSERT MOST RECENTLY ENDED QUARTER) WAS
____%.) WITHIN THE PERIOD SHOWN IN THE CHART, THE FUND'S HIGHEST QUARTERLY
RETURN WAS ____% (QUARTER ENDED ________, 199__). ITS LOWEST QUARTERLY RETURN
WAS _____% (QUARTER ENDED _________, 199__).

AVERAGE ANNUAL TOTAL RETURN

Life of the Fund1 1 Year

Fund % %

Index % %

1 SINCE INCEPTION DATE OF _____________

WHAT ARE THE FUND'S FEES AND EXPENSES?

WESMARK GROWTH FUND

FEES AND EXPENSES

This table describes the fees and expenses that you may pay if you buy and hold
shares of the Fund's.
<TABLE>
<CAPTION>

SHAREHOLDER FEES
FEES PAID DIRECTLY FROM YOUR INVESTMENT
<S> <C>
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of None
offering price)
Maximum Deferred Sales Charge (Load) (as a percentage of original purchase None
price or redemption proceeds, as applicable)
Maximum Sales Charge (Load) Imposed on Reinvested Dividends (and other None
Distributions) (as a percentage of offering price).
Redemption Fee (as a percentage of amount redeemed, if applicable) None
Exchange Fee None

ANNUAL FUND OPERATING EXPENSES(Before Reimbursement)1
EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS (AS A PERCENTAGE OF AVERAGE NET
ASSETS)
Management Fee2 0.75%
Distribution (12b-1) Fee3 0.25%
Shareholder Services Fee4 0.25%
Other Expenses 0.30%
Total Annual Fund Operating Expenses 1.55%
- ------------------------------------------------------------------------------------------------------
1 Although not contractually obligated to do so, the adviser waived and
distributor reimbursed certain amounts. These are shown below along with the
net expenses the Fund ACTUALLY PAID for the fiscal year ended January 31,
1999.

Reimbursement of Fund Expenses 0.51%
Total Annual Fund Operating Expenses (after reimbursement) 1.04%

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

</TABLE>

EXAMPLE

The following Example is intended to help you compare the cost of investing in
the Fund with the cost of investing in other mutual funds.

1 YEAR 3 YEARS 5 YEARS 10 YEARS
$167 $517 $892 $1,944

WHAT ARE THE FUND'S INVESTMENT STRATEGIES?

The Fund pursues its investment objective by investing in a professionally
managed portfolio consisting primarily of equity securities of companies with
prospects for above-average growth in earnings and dividends. Most often, these
companies will be classified as "large-" or "mid-" capitalization companies. The
Adviser generally considers companies with market capitalizations over $1
billion to fall within these classifications. The Fund's investment approach is
based on the conviction that, over the long term, the economy will continue to
expand and develop and that this economic growth will be reflected in the growth
of the revenues and earnings of publicly held corporations. Under normal market
conditions, the Fund will invest at least 65% of its assets in equity securities
of U.S. companies. Equity securities include common stocks, preferred stocks,
and securities (including debt securities) that are convertible into common
stocks.

WHAT ARE THE PRINCIPAL SECURITIES IN WHICH THE FUND INVESTS?

EQUITY SECURITIES

COMMON STOCKS

PREFERRED STOCKS

DEPOSITARY RECEIPTS

Depositary receipts represent interests in underlying securities issued by a
foreign company. Depositary receipts are not traded in the same market as the
underlying security. The foreign securities underlying American Depositary
Receipts (ADRs) are traded in the United States. ADRs provide a way to buy
shares of foreign-based companies in the United States rather than in overseas
markets. ADRs are also traded in U.S. dollars, eliminating the need for foreign
exchange transactions. The foreign securities underlying European Depositary
Receipts (EDRs), Global Depositary Receipts (GDRs), and International Depositary
Receipts (IDRs), are traded globally or outside the United States. Depositary
receipts involve many of the same risks of investing directly in foreign
securities, including currency risks and risks of foreign investing.

TEMPORARY DEFENSIVE INVESTMENTS

WHAT ARE THE SPECIFIC RISKS OF INVESTING IN THE FUND?

STOCK MARKET RISKS

SECTOR RISKS

o Companies with similar characteristics may be grouped together in broad
categories called sectors. Sector risk is the possibility that a certain
sector may underperform other sectors or the market as a whole. As the
Adviser allocates more of the Fund's portfolio holdings to a particular
sector, the Fund's performance will be more susceptible to any economic,
business or other developments which generally affect that sector.

RISKS RELATED TO INVESTING FOR GROWTH

o Due to their relatively high valuations, growth stocks are typically more
volatile than value stocks. For instance, the price of a growth stock may
experience a larger decline on a forecast of lower earnings, a negative
fundamental development, or an adverse market development. Further, growth
stocks may not pay dividends or may pay lower dividends than value stocks.
This means they depend more on price changes for returns and may be more
adversely affected in a down market compared to value stocks that pay higher
dividends.

RISKS RELATED TO COMPANY SIZE

o Generally, the smaller the market capitalization of a company, the fewer the
number of shares traded daily, the less liquid its stock and the more
volatile its price. Market capitalization is determined by multiplying the
number of its outstanding shares by the current market price per share.

o Companies with smaller market capitalizations also tend to have unproven
track records, a limited product or service base and limited access to
capital. These factors also increase risks and make these companies more
likely to fail than larger, well capitalized companies.

WHAT DO SHARES COST?

NAV is determined at the end of regular trading (normally 4:00 p.m. Eastern
time) each day the NYSE is open.

HOW IS THE FUND SOLD?

RULE 12B-1 PLAN

HOW TO PURCHASE SHARES

DIRECTLY FROM THE FUND

o Establish your account with the Fund by submitting a completed New Account
Form; and

o Send your payment to the Fund by Federal Reserve wire or check.

An institution may establish an account and place an order by calling the Fund
and the Shares will be priced at the next calculated NAV after the Fund receives
the order.

BY WIRE

BY CHECK

Make your check payable to the Fund, NOTE YOUR ACCOUNT NUMBER ON THE CHECK, and
mail it to:

WesMark Funds Shareholder Services
WesBanco Bank Wheeling
One Bank Plaza

Wheeling, WV 26003

Payment should be made in U.S. dollars and drawn on a U.S. bank. The Fund
will not accept third-party checks (checks originally payable to someone other
than you or the Fund).

THROUGH AN INVESTMENT PROFESSIONAL

o Establish an account with the investment professional; and

Investment professionals should send payments according to the instructions in
the sections "By Wire" or "By Check."

THROUGH AN EXCHANGE

BY SYSTEMATIC INVESTMENT PROGRAM

BY AUTOMATED CLEARINGHOUSE (ACH)

RETIREMENT INVESTMENTS

HOW TO REDEEM AND EXCHANGE SHARES

You should redeem or exchange Shares:

o directly from the Fund if you purchased Shares directly from the Fund; or

o through an investment professional if you purchased Shares through an
investment professional.

DIRECTLY FROM THE FUND

BY TELEPHONE

BY MAIL

You may redeem or exchange Shares by mailing a written request to the Fund.

You will receive a redemption amount based on the next calculated NAV after the
Fund receives your written request in proper form.

Send requests by mail to:

WesMark Funds Shareholder Services
WesBanco Bank Wheeling
One Bank Plaza

Wheeling, WV 26003

ALL REQUESTS MUST INCLUDE:

o Fund Name, account number and account registration;

o amount to be redeemed or exchanged;

o signatures of all Shareholders exactly as registered; and

o IF EXCHANGING, the Fund Name, account number and account registration into
which you are exchanging.

Call the Fund or your investment professional if you need special instructions.

SIGNATURE GUARANTEES Signatures must be guaranteed if:

o your redemption will be sent to an address other than the address of
record;

o your redemption will be sent to an address of record that was changed
within the last 30 days;

o a redemption is payable to someone other than the shareholder(s) of record;
or

o IF EXCHANGING (TRANSFERRING) into another fund with a different shareholder
registration.

PAYMENT METHODS FOR REDEMPTIONS

o an electronic transfer to your account at a financial institution that is
an ACH member; or

o wire payment to your account at a domestic commercial bank that is a
Federal Reserve System member.

REDEMPTION IN KIND

Although the Fund intends to pay Share redemptions in cash, it reserves the
right to pay the redemption price in whole or in part by a distribution of the
Fund's portfolio securities.

LIMITATIONS ON REDEMPTION PROCEEDS

Redemption proceeds normally are wired or mailed within one business day after
receiving a request in proper form. Payment may be delayed up to seven days:

o to allow your purchase to clear;

o during periods of market volatility; or

o when a shareholder's trade activity or amount adversely impacts the Fund's
ability to manage its assets.

You will not accrue interest or dividends on uncashed checks from the Fund if
those checks are undeliverable and returned to the Fund.

REDEMPTIONS FROM RETIREMENT ACCOUNTS

EXCHANGE PRIVILEGES

You may exchange Shares of the Fund into Shares of another WesMark Fund. To do
this, you must:

o ensure that the account registrations are identical;

o meet any minimum initial investment requirements; and

o receive a prospectus for the fund into which you wish to exchange.

An exchange is treated as a redemption and a subsequent purchase, and is a
taxable transaction.

SYSTEMATIC WITHDRAWAL/EXCHANGE PROGRAM

ADDITIONAL CONDITIONS

TELEPHONE TRANSACTIONS

The Fund will record your telephone instructions. If the Fund does not follow
reasonable procedures, it may be liable for losses due to unauthorized or
fraudulent telephone instructions.

SHARE CERTIFICATES

The Fund does not issue share certificates.

ACCOUNT AND SHARE INFORMATION

CONFIRMATIONS AND ACCOUNT STATEMENTS

DIVIDENDS AND CAPITAL GAINS

The Fund declares and pays any dividends quarterly to shareholders. Dividends
are paid to all shareholders invested in the Fund on the record date. The record
date is the date on which a shareholder must officially own shares in order to
earn a dividend.

ACCOUNTS WITH LOW BALANCES

TAX INFORMATION

WHO MANAGES THE FUND?

ADVISER'S BACKGROUND

The Fund's portfolio managers are:

ADVISORY FEES

YEAR 2000 READINESS

The financial impact of these issues for the Fund is still being determined.
There can be no assurance that potential Year 2000 problems would not have a
material adverse effect on the Fund.

FINANCIAL INFORMATION

FINANCIAL HIGHLIGHTS

This information has been audited by Deloitte & Touche LLP, whose report, along
with the Fund's audited financial statements, is included in the Annual Report.

WESMARK GROWTH FUND

A Portfolio of WesMark Funds

INVESTMENT COMPANY ACT FILE NO. 811-7925
CUSIP 951025204

GO_____ (4/99)

STATEMENT OF ADDITIONAL INFORMATION

WESMARK GROWTH FUND

A Portfolio of WesMark Funds

This Statement of Additional Information (SAI) is not a prospectus. Read this
SAI in conjunction with the prospectus for WesMark Growth Fund (Fund), dated
April __, 1999. This SAI incorporates by reference the Fund's Annual Report.
Obtain the prospectus or the Annual Report without charge by calling
1-800-368-3369.

April __, 1999

CUSIP 951025204

00000000 (4/99)

HOW IS THE FUND ORGANIZED?

SECURITIES IN WHICH THE FUND INVESTS

SECURITIES DESCRIPTIONS AND TECHNIQUES

EQUITY SECURITIES

REAL ESTATE INVESTMENT TRUSTS (REITS)

WARRANTS

FIXED INCOME SECURITIES

The following describes the types of fixed income securities in which the Fund
invests.

TREASURY SECURITIES

Treasury securities are direct obligations of the federal government of the
United States. Treasury securities are generally regarded as having the lowest
credit risks.

AGENCY SECURITIES

COMMERCIAL PAPER

BANK INSTRUMENTS

Bank instruments are unsecured interest bearing deposits with banks. Bank
instruments include bank accounts, time deposits, certificates of deposit and
banker's acceptances. Yankee instruments are denominated in U.S. dollars and
issued by U.S. branches of foreign banks. Eurodollar instruments are denominated
in U.S.

dollars and issued by non-U.S. branches of U.S. or foreign banks.

CONVERTIBLE SECURITIES

The Fund treats convertible securities as both fixed income and equity
securities for purposes of its investment policies and limitations, because of
their unique characteristics.

DERIVATIVE CONTRACTS

The Fund may trade in the following types of derivative contracts.

FUTURES CONTRACTS

OPTIONS

The Fund may:

O Buy put options on portfolio securities, securities indices, and listed
put options on futures contracts in anticipation of a decrease in the
value of the underlying asset;

O When the Fund writes options on futures contracts, it will be subject to
margin requirements similar to those applied to futures contracts; and

O Buy or write options to close out existing options positions.

When the Fund writes options on futures contracts, it will be subject to
margin requirements similar to those applied to futures contracts.

SPECIAL TRANSACTIONS
REPURCHASE AGREEMENTS

Repurchase agreements are subject to credit risks.

REVERSE REPURCHASE AGREEMENTS

DELAYED DELIVERY TRANSACTIONS

TO BE ANNOUNCED SECURITIES (TBAS)

DOLLAR ROLLS

SECURITIES LENDING

The Fund will reinvest cash collateral in securities that qualify as an
acceptable investment for the Fund. However, the Fund must pay interest to the
borrower for the use of cash collateral.

Securities lending activities are subject to market risks and credit risks.
These transactions create leverage risks.

INVESTMENT RISKS

There are many factors which may effect an investment in the Fund. The Fund's
principal risks are described in its prospectus. Additional risk factors are
outlined below.

BOND MARKET RISKS

o Prices of fixed income securities rise and fall in response to interest rate
changes for similar securities. Generally, when interest rates rise, prices
of fixed income securities fall.

CREDIT RISKS

o Credit risk is the possibility that an issuer will default on a security by
failing to pay interest or principal when due. If an issuer defaults, the
Fund will lose money.

CALL RISKS

INVESTMENT LIMITATIONS

SELLING SHORT AND BUYING ON MARGIN

ISSUING SENIOR SECURITIES AND BORROWING MONEY

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

UNDERWRITING

INVESTING IN REAL ESTATE

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

INVESTING IN COMMODITIES

LENDING CASH OR SECURITIES

CONCENTRATION OF INVESTMENTS

PLEDGING ASSETS

INVESTING IN ILLIQUID SECURITIES

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.

DETERMINING MARKET VALUE OF SECURITIES

Market values of the Fund's portfolio securities are determined as follows:

o for equity securities, according to the last sale price in the market in
which they are primarily traded (either a national securities exchange or the
over-the-counter market), if available;

o in the absence of recorded sales for 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 all other securities, at fair value as determined in good faith by the
Board.

WHAT DO SHARES COST?

The Fund's net asset value (NAV) per Share fluctuates and is based on the market
value of all securities and other assets of the Fund.

HOW IS THE FUND SOLD?

RULE 12B-1 PLAN

The Fund may compensate the Distributor more or less than its actual marketing
expenses. In no event will the Fund pay for any expenses of the Distributor that
exceed the maximum Rule 12b-1 Plan fee.

SHAREHOLDER SERVICES

SUPPLEMENTAL PAYMENTS

EXCHANGING SECURITIES FOR SHARES

SUBACCOUNTING SERVICES

REDEMPTION IN KIND

ACCOUNT AND SHARE INFORMATION

VOTING RIGHTS

Shareholders owning 25% or more of outstanding Shares may be in control and be
able to affect the outcome of certain matters presented for a vote of
shareholders.

TAX INFORMATION

FEDERAL INCOME TAX

FOREIGN INVESTMENTS

WHO MANAGES AND PROVIDES SERVICES TO THE FUND?

BOARD OF TRUSTEES

As of April __, 1999, the Fund's Board and Officers as a group owned
[approximately # (___%)] [less than 1%] of the Fund's outstanding Shares.

NAME AGGREGATE
BIRTHDATE COMPENSATION
ADDRESS PRINCIPAL OCCUPATIONS FROM
POSITION WITH TRUST FOR PAST 5 YEARS TRUST

NICHOLAS CONSTANTAKIS Director or Trustee of the Federated Fund $1,416.84
Birthdate: September 3, Complex; formerly: Partner, Andersen
1939 Worldwide SC.
175 Woodshire Drive

Pittsburgh, PA

TRUSTEE

Ryan Homes, Inc.

Retired: Director, United Refinery;
Director, Forbes Fund; Chairman, Pittsburgh
Foundation; Chairman, Pittsburgh Civic

Light Opera.

Director, Redgate Communications.

Palm Beach, FL

TRUSTEE Retired: Director, VISA USA and VISA
International; Chairman and Director,
Massachusetts Bankers Association;
Director, Depository Trust Corporation.

CHARLES F. MANSFIELD, Director or Trustee of some of the $0
JR. Federated Fund Complex; Management
Birthdate: April 10, Consultant.

1945

80 South Road Retired: Chief Executive Officer, PBTC
Westhampton Beach, NY International Bank; Chief Financial Officer
TRUSTEE of Retail Banking Sector, Chase Mahattan

Bank; Senior Vice President, Marine Midland
Bank; Vice President, Citibank; Assistant
Professor of Banking and Finance, Frank G.
Zarb School of Business, Hostra University.

JOHN E. MURRAY, JR., Director or Trustee of the Federated Fund $1,416.84
J.D., S.J.D. Complex; President, Law Professor, Duquesne
Birthdate: December 20, University; Consulting Partner, Mollica &

1932 Murray.
President, Duquesne

University Retired: Dean and Professor of Law,
Pittsburgh, PA University of Pittsburgh School of Law;
TRUSTEE Dean and Professor of Law, Villanova

University School of Law.

MARJORIE P. SMUTS Director or Trustee of the Federated Fund $1,416.84
Birthdate: June 21, 1935 Complex; Public

4905 Bayard Street Relations/Marketing/Conference Planning.
Pittsburgh, PA
TRUSTEE Retired: National Spokesperson, Aluminum

Company of America; business owner.

Federated Services Company; Director,
Federated Securities Corp.

RICHARD B. FISHER President or Vice President of some of the $0
Birthdate: May 17, 1923 Funds; Director or Trustee of some of the

Federated Investors Funds; Executive Vice President, Federated
Tower Investors, Inc.; Chairman and Director,
1001 Liberty Avenue Federated Securities Corp.

Pittsburgh, PA

VICE PRESIDENT

C. CHRISTINE THOMSON Vice President and Assistant Treasurer of $0
Birthdate: September some of the Funds in the Federated Funds

1, 1957 Complex.
Federated Investors
Tower
1001 Liberty Avenue
Pittsburgh, PA

VICE PRESIDENT AND
ASSISTANT TREASURER

</TABLE>

+ Mr. Donahue is the father of J. Christopher Donahue, Executive Vice President
of the Trust.

INVESTMENT ADVISER

The Adviser conducts investment research and makes investment decisions for the
Fund.

The Adviser is a wholly owned subsidiary of WesBanco, Inc.

BROKERAGE TRANSACTIONS

RESEARCH SERVICES

On January 31, 1999, the Fund owned securities of the following regular
broker/dealers: [identify issuer name and aggregate dollar amount of debt and
equity securities held by Fund].

ADMINISTRATOR

Federated Services Company also provides certain accounting and recordkeeping
services with respect to the Fund's portfolio investments for a fee based on
Fund assets plus out-of-pocket expenses.

CUSTODIAN

WesBanco Bank Wheeling, Wheeling, West Virginias, is custodian for the
securities and cash of the Fund.

TRANSFER AGENT AND DIVIDEND DISBURSING AGENT

INDEPENDENT AUDITORS

Deloitte & Touche LLP, Boston, Massachusetts, is the independent auditors for
the Fund.

FEES PAID BY THE FUND FOR SERVICES

FOR THE YEAR ENDED JANUARY 31

1999

Advisory Fee Earned $
Advisory Fee Reduction $
Brokerage Commissions $
Administrative Fee $
12b-1 Fee $
Shareholder Services Fee $

HOW DOES THE FUND MEASURE PERFORMANCE?

Share performance fluctuates on a daily basis largely because net earnings
fluctuate daily. Both net earnings and offering price per Share are factors in
the computation of yield and total return.

AVERAGE ANNUAL TOTAL RETURNS AND YIELD

Total returns given for the one- and since inception periods ended January 31,
1999.

Yield given for the 30-day period ended January 31, 1999.

1 Year Since Inception

FUND

Total Return
Yield

TOTAL RETURN

Total return represents the change (expressed as a percentage) in the value of
Shares over a specific period of time, and includes the investment of income and
capital gains distributions.

When Shares of a Fund are in existence for less than a year, the Fund may
advertise cumulative total return for that specific period of time, rather than
annualizing the total return.

YIELD

PERFORMANCE COMPARISONS

Advertising and sales literature may include:

o references to ratings, rankings, and financial publications and/or
performance comparisons of Shares to certain indices;

o discussions of economic, financial and political developments and their
impact on the securities market, including the portfolio manager's views on
how such developments could impact the Funds; and

o information about the mutual fund industry from sources such as the Investment
Company Institute.

The Fund may quote information from reliable sources regarding individual
countries and regions, world stock exchanges, and economic and demographic
statistics.

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
asset value over a specified period of time. From time to time, the Fund will
quote its Lipper ranking in the "growth funds" category in advertising and sales
literature.

MORNINGSTAR, INC.

STANDARD & POOR'S DAILY STOCK PRICE INDEX OF 500 COMMON STOCKS (S&P 500)

RUSSELL 1000 GROWTH INDEX

Consists of those Russell 2000 securities with a greater-than-average growth
orientation. Securities in this index tend to exhibit higher price-to-book and
price-earnings ratios, lower dividend yields and higher forecasted growth rates.
RUSSELL 2000 INDEX A broadly diversified index consisting of approximately 2,000
small capitalization common stocks that can be used to compare to the total
returns of funds whose portfolios

are invested primarily in small capitalization common stocks.

CONSUMER PRICE INDEX

Generally considered to be a measure of inflation.

DOW JONES INDUSTRIAL AVERAGE ("DJIA")

An unmanaged index representing share prices of major industrial corporations,
public utilities, and transportation companies. Produced by the Dow Jones &
Company, it is cited as a principal indicator of market conditions.

BANK RATE MONITOR NATIONAL INDEX

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

THE S&P/BARRA VALUE INDEX AND THE S&P/BARRA GROWTH INDEX

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

STANDARD & POOR'S MIDCAP 400 STOCK PRICE INDEX

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

MUTUAL FUND MARKET

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 trillion to the more than 6,700 funds available,
according to the Investment Company Institute.

FINANCIAL INFORMATION

The Financial Statements for the Fund for the fiscal year ended January 31,
1999, are incorporated herein by reference to the Annual Report to Shareholders
of WesMark Growth Fund dated January 31, 1999.

INVESTMENT RATINGS

STANDARD AND POOR'S LONG-TERM DEBT RATING DEFINITIONS

AAA--Debt rated AAA has the highest rating assigned by Standard & Poor's.
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.

CC--The rating CC typically is applied to debt subordinated to senior debt that
is assigned an actual or implied CCC debt rating.

MOODY'S INVESTORS SERVICE, INC. LONG-TERM BOND RATING DEFINITIONS

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 rated 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. LONG-TERM DEBT RATING DEFINITIONS

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 imminent default in payment of interest or principal.

MOODY'S INVESTORS SERVICE, INC. COMMERCIAL PAPER RATINGS

o Leading market positions in well established industries.

o High rates of return on funds employed.

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

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

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

STANDARD AND POOR'S COMMERCIAL PAPER RATINGS

A-2--Capacity for timely payment on issues with this designation is
satisfactory. However, the relative degree of safety is not as high as for
issues designated A-1.

FITCH IBCA, INC. COMMERCIAL PAPER RATING DEFINITIONS

FITCH-1--(Highest Grade) Commercial paper assigned this rating is regarded as
having the strongest degree of assurance for timely payment.

FITCH-2--(Very Good Grade) Issues assigned this rating reflect an assurance of
timely payment only slightly less in degree than the strongest issues.

ADDRESSES

WESMARK GROWTH 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 Services Company
P.O. Box 8600

Boston, MA 02266-8600

INDEPENDENT AUDITORS

Deloitte & Touche LLP
125 Summer Street
Boston, MA 02110-1617

PROSPECTUS

WESMARK WEST VIRGINIA MUNICIPAL BOND FUND

A Portfolio of WesMark Funds

A mutual fund seeking current income which is exempt from federal income tax and
the income taxes imposed by the State of West Virginia by investing primarily in
securities issued by or on behalf of the State of West Virginia and its
political subdivisions, authorities and agencies, and securities issued by other
states, territories, and possessions of the United States which are exempt from
federal income tax and the income taxes imposed by the State of West Virginia.

SHARES OF THE WESMARK WEST VIRGINIA MUNICIPAL BOND FUND, LIKE SHARE OF ALL
MUTUAL FUNDS, ARE NOT BANK DEPOSITS, FEDERALLY INSURED, OR GUARANTEED, AND MAY
LOSE VALUE.

CONTENTS

Fund Goal, Strategies, and Risks
Risk/Return Summary What are the
Fund's Fees and Expenses?

What are the Principal Securities in
Which the Fund Invests? What are the
Specific Risks of Investing in the
Fund?

What do Shares Cost?
How is the Fund Sold?
How to Purchase Shares
How to Redeem and Exchange Shares
Account and Share Information
Who Manages the Fund?
Financial Information

april __, 1999

FUND GOAL, STRATEGIES, AND RISKS

WHAT IS THE FUND'S GOAL?

The Fund's goal (investment objective) is current income which is exempt from
federal income tax and the income taxes imposed by the State of West Virginia.
While there is no assurance that the Fund will achieve its investment objective,
it endeavors to do so by following the strategies and policies described in this
prospectus.

WHAT ARE THE FUND'S MAIN INVESTMENT STRATEGIES?

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

The Fund expects to minimize market volatility by maintaining an average
maturity of bonds included in the Fund between 5 and 7 years. The Fund will
incur securities transactions when possible to enhance yield. These transactions
may generate capital gains (losses) which have different tax treatment than tax
exempt interest income.

WHAT ARE THE MAIN RISKS OF INVESTING IN THE FUND?

As with all mutual funds, the Fund's investments are subject to risks that could
cause their value to go down. The prices of fixed-rate debt securities change in
the opposite direction as interest rates. Therefore, if interest rates increase,
the value of the Fund's portfolio securities, and therefore the Fund's shares,
may go down. Other factors that may reduce the Fund's returns include defaults
or increase in the risk of defaults on portfolio securities, or early
redemptions or "calls". Since the Fund invests primarily in issuers from a
single state, the Fund may be subject to additional risks compared to funds that
invest in multiple states.

The Fund is non-diversified. Compared to diversified mutual funds, it may invest
a higher percentage of its assets among fewer issuers of portfolio securities.
This increases the Fund's risk by magnifying the impact (positively or
negatively) that any one issuer has on the Fund's share price and performance.

RISK/RETURN SUMMARY

RISK/RETURN BAR CHART AND TABLE

AVERAGE ANNUAL TOTAL RETURN

Life of the Fund1 1 Year

Fund % %

Index % %

1 SINCE INCEPTION DATE OF _____________

WHAT ARE THE FUND'S FEES AND EXPENSES?

WESMARK WEST VIRGINIA MUNICIPAL BOND FUND

FEES AND EXPENSES

This table describes the fees and expenses that you may pay if you buy and hold
shares of the Fund's.

1 Although not contractually obligated to do so, the adviser waived and
distributor reimbursed certain amounts. These are shown below along with the
net expenses the Fund ACTUALLY PAID for the fiscal year ended January 31,
1999.

Reimbursement of Fund Expenses 0.79%
Total Annual Fund Operating Expenses (after reimbursement) 0.74%

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

</TABLE>

EXAMPLE

The following Example is intended to help you compare the cost of investing in
the Fund with the cost of investing in other mutual funds.

The Example assumes that you invest $10,000 in the Fund for the time periods
indicated and then redeem all of your Shares at the end of those periods.
Expenses assuming no redemption are also shown. The Example also assumes that
your investment has a 5% return each year and that the Fund operating expenses
are BEFORE REIMBURSEMENTS AND WAIVERS as shown in the Table and remain the same.
Although your actual costs may be higher or lower, based on these assumptions
your costs would be:

1 YEAR 3 YEARS 5 YEARS 10 YEARS
$156 $483 $834 $1,824

WHAT ARE THE PRINCIPAL SECURITIES IN WHICH THE FUND INVESTS?

FIXED INCOME SECURITIES

TAX EXEMPT SECURITIES

Tax exempt securities are fixed income securities that pay interest that is not
subject to regular federal income taxes. Typically, states, counties, cities and
other political subdivisions and authorities issue tax exempt securities. The
market categorizes tax exempt securities by their source of repayment.

GENERAL OBLIGATION BONDS

General obligation bonds are supported by the issuer's power to exact
property or other taxes. The issuer must impose and collect taxes sufficient
to pay principal and interest on the bonds. However, the issuer's authority
to impose additional taxes may be limited by its charter or state law.

SPECIAL REVENUE BONDS

Special revenue bonds are payable solely from specific revenues received by
the issuer such as specific taxes, assessments, tolls, or fees. Bondholders
may not collect from the municipality's general taxes or revenues. For
example, a municipality may issue bonds to build a toll road, and pledge the
tolls to repay the bonds.

Therefore, a shortfall in the tolls normally would result in a default on
the bonds.

PRIVATE ACTIVITY BONDS

Private activity bonds are special revenue bonds used to finance private
entities. For example, a municipality may issue bonds to finance a new
factory to improve its local economy. The municipality would lend the
proceeds from its bonds to the company using the factory, and the
company would agree to make loan payments sufficient to repay the bonds.
The bonds would be payable solely from the company's loan payments, not
from any other revenues of the municipality. Therefore, any default on
the loan normally would result in a default on the bonds.

The interest on many types of private activity bonds is subject to the
federal alternative minimum tax (AMT). The Fund may invest in bonds
subject to AMT, as discussed in [CROSS-REFERENCE TO APPLICABLE SECTION
IN PROSPECTUS OR SAI].

TAX INCREMENT FINANCING BONDS

Tax increment financing (TIF) bonds are payable from increases in taxes or
other revenues attributable to projects financed by the bonds. For example,
a municipality may issue TIF bonds to redevelop a commercial area. The TIF
bonds would be payable solely from any increase in sales taxes collected
from merchants in the area. The bonds could default if merchants' sales, and
related tax collections, failed to increase as anticipated.

MUNICIPAL NOTES

Municipal notes are short-term tax exempt securities. Many municipalities
issue such notes to fund their current operations before collecting taxes or
other municipal revenues. Municipalities may also issue notes to fund
capital projects prior to issuing long-term bonds. The issuers typically
repay the notes at the end of their fiscal year, either with taxes, other
revenues or proceeds from newly issued notes or bonds.

VARIABLE RATE DEMAND INSTRUMENTS

Variable rate demand instruments are tax exempt securities that require the
issuer or a third party, such as a dealer or bank, to repurchase the
security for its face value upon demand. The securities also pay interest at
a variable rate intended to cause the securities to trade at their face
value. The Fund treats demand instruments as short-term securities, because
their variable interest rate adjusts in response to changes in market rates,
even though their stated maturity may extend beyond thirteen months.

MUNICIPAL LEASES

Municipalities may enter into leases for equipment or facilities. In order
to comply with state public financing laws, these leases are typically
subject to annual appropriation. In other words, a municipality may end a
lease, without penalty, by not providing for the lease payments in its
annual budget. After the lease ends, the lessor can resell the equipment or
facility but may lose money on the sale.

The Fund may invest in securities supported by pools of municipal leases.
The most common type of lease backed securities are certificates of
participation (COPs). However, the Fund may also invest directly in
individual leases.

CREDIT ENHANCEMENT

Credit enhancement consists of an arrangement in which a company agrees to
pay amounts due on a fixed income security if the issuer defaults. In some
cases the company providing credit enhancement makes all payments directly
to the security holders and receives reimbursement from the issuer.
Normally, the credit enhancer has greater financial resources and liquidity
than the issuer. For this reason, the Adviser usually evaluates the credit
risk of a fixed income security based solely upon its credit enhancement.

Common types of credit enhancement include guarantees, letters of credit,
bond insurance and surety bonds. Credit enhancement also includes
arrangements where securities or other liquid assets secure payment of a
fixed income security. If a default occurs, these assets may be sold and the
proceeds paid to security's holders. Either form of credit enhancement
reduces credit risks by providing another source of payment for a fixed
income security.

INVESTMENT RATINGS FOR INVESTMENT GRADE SECURITIES

TEMPORARY DEFENSIVE INVESTMENTS

WHAT ARE THE SPECIFIC RISKS OF INVESTING IN THE FUND?

BOND MARKET RISKS

o Prices of fixed income securities rise and fall in response to interest rate
changes for similar securities. Generally, when interest rates rise, prices
of fixed income securities fall.

CREDIT RISKS

o Credit risk is the possibility that an issuer will default on a security by
failing to pay interest or principal when due. If an issuer defaults, the
Fund will lose money.

CALL RISKS

SECTOR RISKS

o Most of the Fund's assets will be invested in issuers in West Virginia. As a
result, any adverse economic or political developments affecting the State
of West Virginia or its political subdivisions may effect the value of the
Fund's securities. In addition, a substantial part of the Fund's portfolio
may be comprised of securities issued or credit enhanced by companies in
similar businesses or with other similar characteristics. As a result, the
Fund will be more susceptible to any economic, business, political, or other
developments which generally affect these issuers.

TAX RISKS

o In order to be tax-exempt, municipal securities must meet certain legal
requirements. Failure to meet such requirements may cause the interest
received and distributed by the Fund to shareholders to be taxable.

o Changes or proposed changes in federal tax laws may cause the prices of
municipal securities to fall.

WHAT DO SHARES COST?

NAV is determined at the end of regular trading (normally 4:00 p.m. Eastern
time) each day the NYSE is open.

HOW IS THE FUND SOLD?

RULE 12B-1 PLAN

HOW TO PURCHASE SHARES

DIRECTLY FROM THE FUND

o Establish your account with the Fund by submitting a completed New Account
Form; and

o Send your payment to the Fund by Federal Reserve wire or check.

An institution may establish an account and place an order by calling the Fund
and the Shares will be priced at the next calculated NAV after the Fund receives
the order.

BY WIRE

BY CHECK

Make your check payable to the Fund, NOTE YOUR ACCOUNT NUMBER ON THE CHECK, and
mail it to:

WesMark Funds Shareholder Services
WesBanco Bank Wheeling
One Bank Plaza

Wheeling, WV 26003

Payment should be made in U.S. dollars and drawn on a U.S. bank. The Fund
will not accept third-party checks (checks originally payable to someone other
than you or the Fund).

THROUGH AN INVESTMENT PROFESSIONAL

o Establish an account with the investment professional; and

Investment professionals should send payments according to the instructions in
the sections "By Wire" or "By Check."

THROUGH AN EXCHANGE

BY SYSTEMATIC INVESTMENT PROGRAM

BY AUTOMATED CLEARINGHOUSE (ACH)

RETIREMENT INVESTMENTS

HOW TO REDEEM AND EXCHANGE SHARES

You should redeem or exchange Shares:

o directly from the Fund if you purchased Shares directly from the Fund; or

o through an investment professional if you purchased Shares through an
investment professional.

DIRECTLY FROM THE FUND

BY TELEPHONE

BY MAIL

You may redeem or exchange Shares by mailing a written request to the Fund.

You will receive a redemption amount based on the next calculated NAV after the
Fund receives your written request in proper form.

Send requests by mail to:

WesMark Funds Shareholder Services
WesBanco Bank Wheeling
One Bank Plaza

Wheeling, WV 26003 ALL REQUESTS MUST INCLUDE:

o Fund Name, account number and account registration;

o amount to be redeemed or exchanged;

o signatures of all Shareholders exactly as registered; and

o IF EXCHANGING, the Fund Name, account number and account registration into
which you are exchanging.

Call the Fund or your investment professional if you need special instructions.

SIGNATURE GUARANTEES Signatures must be guaranteed if:

o your redemption will be sent to an address other than the address of
record;

o your redemption will be sent to an address of record that was changed
within the last 30 days;

o a redemption is payable to someone other than the shareholder(s) of record;
or

o IF EXCHANGING (TRANSFERRING) into another fund with a different shareholder
registration.

PAYMENT METHODS FOR REDEMPTIONS

o an electronic transfer to your account at a financial institution that is
an ACH member; or

o wire payment to your account at a domestic commercial bank that is a
Federal Reserve System member.

REDEMPTION IN KIND

Although the Fund intends to pay Share redemptions in cash, it reserves the
right to pay the redemption price in whole or in part by a distribution of the
Fund's portfolio securities.

LIMITATIONS ON REDEMPTION PROCEEDS

Redemption proceeds normally are wired or mailed within one business day after
receiving a request in proper form. Payment may be delayed up to seven days:

o to allow your purchase to clear;

o during periods of market volatility; or

o when a shareholder's trade activity or amount adversely impacts the Fund's
ability to manage its assets.

You will not accrue interest or dividends on uncashed checks from the Fund if
those checks are undeliverable and returned to the Fund.

REDEMPTIONS FROM RETIREMENT ACCOUNTS

EXCHANGE PRIVILEGES

You may exchange Shares of the Fund into Shares of another WesMark Fund. To do
this, you must:

o ensure that the account registrations are identical;

o meet any minimum initial investment requirements; and

o receive a prospectus for the fund into which you wish to exchange.

An exchange is treated as a redemption and a subsequent purchase, and is a
taxable transaction.

SYSTEMATIC WITHDRAWAL/EXCHANGE PROGRAM

ADDITIONAL CONDITIONS

TELEPHONE TRANSACTIONS

The Fund will record your telephone instructions. If the Fund does not follow
reasonable procedures, it may be liable for losses due to unauthorized or
fraudulent telephone instructions.

SHARE CERTIFICATES

The Fund does not issue share certificates.

ACCOUNT AND SHARE INFORMATION

CONFIRMATIONS AND ACCOUNT STATEMENTS

DIVIDENDS AND CAPITAL GAINS

ACCOUNTS WITH LOW BALANCES

TAX INFORMATION

The Fund sends an annual statement of your account activity to assist you in
completing your federal, state and local tax returns. It is anticipated that
Fund distributions will be primarily dividends that are exempt from federal
income tax although a portion of the Fund's dividends may not be exempt.
Dividends may be subject to state and local taxes, although the Fund's dividends
will be exempt from West Virginia state personal income tax to the extent they
are derived from interest on obligations exempt from West Virginia personal
income taxes. Capital gains and non-exempt dividends are taxable whether paid in
cash or reinvested in the Fund. Redemptions and exchanges are taxable sales.
Please consult your tax adviser regarding your federal, state, and local tax
liability.

WHO MANAGES THE FUND?

ADVISER'S BACKGROUND

The Fund's portfolio managers are:

ADVISORY FEES

YEAR 2000 READINESS

The financial impact of these issues for the Fund is still being determined.
There can be no assurance that potential Year 2000 problems would not have a
material adverse effect on the Fund.

FINANCIAL INFORMATION

FINANCIAL HIGHLIGHTS

This information has been audited by Deloitte & Touche LLP, whose report, along
with the Fund's audited financial statements, is included in the Annual Report.

WESMARK WEST VIRGINIA MUNICIPAL BOND FUND

A Portfolio of WesMark Funds

INVESTMENT COMPANY ACT FILE NO. 811-7925
CUSIP 951025105

GO_____ (43/99)

STATEMENT OF ADDITIONAL INFORMATION

WESMARK WEST VIRGINIA MUNICIPAL BOND FUND

A Portfolio of WesMark Funds

This Statement of Additional Information (SAI) is not a prospectus. Read this
SAI in conjunction with the prospectus for WesMark West Virginia Municipal Bond
Fund (Fund), dated April __, 1999. This SAI incorporates by reference the Fund's
Annual Report. Obtain the prospectus or the Annual Report without charge by
calling 1-800-368-3369.

April __, 1999

CUSIP 951025105

00000000 (4/99)

HOW IS THE FUND ORGANIZED?

SECURITIES IN WHICH THE FUND INVESTS

SECURITIES DESCRIPTIONS AND TECHNIQUES

DERIVATIVE CONTRACTS

The Fund may trade in the following types of derivative contracts.

FUTURES CONTRACTS

OPTIONS

The Fund may:

O Buy put options on portfolio securities, securities indices, and listed
put options on futures contracts in anticipation of a decrease in the
value of the underlying asset;

O When the Fund writes options on futures contracts, it will be subject to
margin requirements similar to those applied to futures contracts; and

O Buy or write options to close out existing options positions.

When the Fund writes options on futures contracts, it will be subject to
margin requirements similar to those applied to futures contracts.

MUNICIPAL BOND INSURANCE

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

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

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

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

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

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

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

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

SPECIAL TRANSACTIONS
REPURCHASE AGREEMENTS

Repurchase agreements are subject to credit risks.

REVERSE REPURCHASE AGREEMENTS

DELAYED DELIVERY TRANSACTIONS

TO BE ANNOUNCED SECURITIES (TBAS)

DOLLAR ROLLS

SECURITIES LENDING

The Fund will reinvest cash collateral in securities that qualify as an
acceptable investment for the Fund. However, the Fund must pay interest to the
borrower for the use of cash collateral.

Securities lending activities are subject to market risks and credit risks.
These transactions create leverage risks.

INVESTMENT RISKS

There are many factors which may effect an investment in the Fund. The Fund's
principal risks are described in its prospectus. Additional risk factors are
outlined below.

WEST VIRGINIA INVESTMENT RISKS

The economy of West Virginia is heavily dependent upon coal mining,
manufacturing, the government sector, tourism and retail trade, among other
industries. West Virginia's economy has come to benefit from a developing
tourism industry. The Governor's Office and the State Legislature have placed
great emphasis upon developing the tourism industry in the State and the
Legislature has enacted a number of statutes designed to foster the growth in
tourism. Data compiled by the State of West Virginia Bureau of Employment
Programs indicates that unemployment in West Virginia during 1998 (annual
average) was 6.5%, down from 6.9% in 1997. This represents the lowest annual
rate during the 1980s and 1990s but is still above the national unemployment
rate of 4.5%. The State's economic development efforts have been aided by the
location of significant manufacturing and service facilities in West Virginia,
including, for example, Toyota Motor Corporation's $400 million engine plant in
Putnam County which is expected to employ approximately 300 people and the FBI
Fingerprint Center in Harrison County which is expected to employ approximately
3,000 people. In 1997 the State Legislature created further tax incentives to
stimulate economic development in manufacturing, including, specifically,
consumer-ready wood product manufacturing. West Virginia's economy continues to
be enhanced by the construction and improvement of roadways in the State,
including a $6.0 billion program to complete the Appalachian Corridor highway
system from 1992-2001. In 1997, the State approved the sale of $550 million in
general obligation road bonds over the next few years. In 1996, the State began
sales of infrastructure bonds as part of a $300 million program aimed at local
water and sewer projects as well as economic development projects. In 1997 the
State Legislature did not enact any significant new taxes or increase the scope
or amount of existing taxes. The State Legislature in 1997 enacted legislation
which will exempt from ad valorem property taxes all intangible personal
property with tax situs in West Virginia. This exemption will be phased in
gradually from 1998 to 2003. Significant attention has been directed in recent
years towards altering the State's current system of obtaining approximately
twenty-five percent of statewide funding for primary and secondary public
education from ad valorem property tax revenues. Litigation is pending in
circuit court on the issue, and it is anticipated that the court will review
proposals expected to be submitted by the Governor's Commission on Fair Taxation
and others before a decision is rendered.

In 1995, the State Legislature substantially reformed the State's workers'
compensation program. The reform, aimed primarily at enforcing employers'
premium obligations and strengthening requirements for permanent total
disability awards, is intended to decrease the program's unfunded liability and
make the State's business climate more attractive.

State pension plans and investment s have drawn the attention of the courts in
recent years. The West Virginia Supreme Court of Appeals' opinion in BOOTH V.
SIMS, 456 S.E. 2d 167, (W.Va. 1995) will likely affect various State pension
plans. In this case, the Court ruled that the State Legislature could not reduce
the state troopers' retirement annual cost of living adjustment. The Legislature
had approved such reductions in 1994 due to concerns regarding the actuarial
soundness of the troopers' pension plan. The Court found the Legislature's
reduction of benefits unconstitutional as applied to troopers who have
participated in the plan long enough to have detrimentally relied on expected
pension benefits. State lawmakers speculate that the Court's ruling may affect
the State's budget by restricting the Legislature's ability to amend State
pension plans which are inadequately funded. In 1995, the West Virginia Supreme
Court of Appeals ruled in the matter of STATE OF WEST VIRGINIA EX REL. GAINER V.
WEST VIRGINIA BOARD OF INVESTMENTS, 459 S.E. 2d 531 (W. Va. 1995) that a state
statute granting the West Virginia Board of Investments authority to invest a
portion of public employee pension funds in corporate stocks violated a state
constitution prohibition against the State becoming a stockholder in any company
or association. In 1997, the West Virginia Supreme Court of Appeals similarly
ruled in the matter of WEST VIRGINIA TRUST FUND, INC. V. BAILEY 485 S.E. 2d 407
(W. Va. 1997) that a state statute granting the West Virginia Trust Fund, Inc.,
as trustee of the funds of five state employee pension funds and the state
workers' compensation and coal workers' pneumoconiosis funds, authority to place
such funds in an irrevocable trust which invests in part in corporate equities
also violated the state constitutional prohibition against the State becoming a
stockholder in any company or association. In response, the State Legislature in
1997 proposed an amendment to the State constitution which would eliminate the
current prohibition against investment of state funds in common stocks and other
equity investments. This proposed constitutional amendment has been approved by
West Virginia's voters.

INVESTMENT LIMITATIONS

SELLING SHORT AND BUYING ON MARGIN

ISSUING SENIOR SECURITIES AND BORROWING MONEY

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

UNDERWRITING

INVESTING IN REAL ESTATE

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

INVESTING IN COMMODITIES

LENDING CASH OR SECURITIES

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

CONCENTRATION OF INVESTMENTS

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

PLEDGING ASSETS

INVESTING IN ILLIQUID SECURITIES

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.

DETERMINING MARKET VALUE OF SECURITIES

Market values of the Fund's portfolio securities are determined as follows:

o for equity securities, according to the last sale price in the market in
which they are primarily traded (either a national securities exchange or the
over-the-counter market), if available;

o in the absence of recorded sales for 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 all other securities, at fair value as determined in good faith by the
Board.

WHAT DO SHARES COST?

The Fund's net asset value (NAV) per Share fluctuates and is based on the market
value of all securities and other assets of the Fund.

HOW IS THE FUND SOLD?

RULE 12B-1 PLAN

The Fund may compensate the Distributor more or less than its actual marketing
expenses. In no event will the Fund pay for any expenses of the Distributor that
exceed the maximum Rule 12b-1 Plan fee.

SHAREHOLDER SERVICES

SUPPLEMENTAL PAYMENTS

EXCHANGING SECURITIES FOR SHARES

SUBACCOUNTING SERVICES

REDEMPTION IN KIND

ACCOUNT AND SHARE INFORMATION

VOTING RIGHTS

Shareholders owning 25% or more of outstanding Shares may be in control and be
able to affect the outcome of certain matters presented for a vote of
shareholders.

TAX INFORMATION

FEDERAL INCOME TAX

FOREIGN INVESTMENTS

STATE TAXES

Under existing West Virginia laws, distributions made by the Fund will not be
subject to the West Virginia personal income tax to the extent that such
distributions qualify as exempt-interest dividends under the Internal Revenue
Code of 1986, as amended, and represent (i) interest income from obligations of
the United States and its possessions; or (ii) interest or dividend income from
obligations of any authority, commission or instrumentality of the United States
or the State of West Virginia exempt from state income taxes under the laws of
the United States or of the State of West Virginia. For purposes of the West
Virginia corporate income tax, a special formula is used to compute the extent
to which Fund distributions are exempt.

The Secretary of the Department of Tax and Revenue has indicated on an informed
basis that Fund Shares should be exempt from personal property taxes.
Shareholders should consult their own tax adviser for more information on the
application of personal property taxes on Fund Shares.

WHO MANAGES AND PROVIDES SERVICES TO THE FUND?

BOARD OF TRUSTEES

As of April __, 1999, the Fund's Board and Officers as a group owned
[approximately # (___%)] [less than 1%] of the Fund's outstanding Shares.

NAME AGGREGATE
BIRTHDATE COMPENSATION
ADDRESS PRINCIPAL OCCUPATIONS FROM
POSITION WITH TRUST FOR PAST 5 YEARS TRUST

NICHOLAS CONSTANTAKIS Director or Trustee of the Federated Fund $1,416.84
Birthdate: September 3, Complex; formerly: Partner, Andersen
1939 Worldwide SC.
175 Woodshire Drive

Pittsburgh, PA

TRUSTEE

Ryan Homes, Inc.

Retired: Director, United Refinery;
Director, Forbes Fund; Chairman, Pittsburgh
Foundation; Chairman, Pittsburgh Civic

Light Opera.

Director, Redgate Communications.

Palm Beach, FL

TRUSTEE Retired: Director, VISA USA and VISA
International; Chairman and Director,
Massachusetts Bankers Association;
Director, Depository Trust Corporation.

CHARLES F. MANSFIELD, Director or Trustee of some of the $0
JR. Federated Fund Complex; Management
Birthdate: April 10, Consultant.

1945

80 South Road Retired: Chief Executive Officer, PBTC
Westhampton Beach, NY International Bank; Chief Financial Officer
TRUSTEE of Retail Banking Sector, Chase Mahattan

Bank; Senior Vice President, Marine Midland
Bank; Vice President, Citibank; Assistant
Professor of Banking and Finance, Frank G.
Zarb School of Business, Hostra University.

JOHN E. MURRAY, JR., Director or Trustee of the Federated Fund $1,416.84
J.D., S.J.D. Complex; President, Law Professor, Duquesne
Birthdate: December 20, University; Consulting Partner, Mollica &

1932 Murray.
President, Duquesne

University Retired: Dean and Professor of Law,
Pittsburgh, PA University of Pittsburgh School of Law;
TRUSTEE Dean and Professor of Law, Villanova

University School of Law.

MARJORIE P. SMUTS Director or Trustee of the Federated Fund $1,416.84
Birthdate: June 21, 1935 Complex; Public

4905 Bayard Street Relations/Marketing/Conference Planning.
Pittsburgh, PA
TRUSTEE Retired: National Spokesperson, Aluminum

Company of America; business owner.

Federated Services Company; Director,
Federated Securities Corp.

RICHARD B. FISHER President or Vice President of some of the $0
Birthdate: May 17, 1923 Funds; Director or Trustee of some of the

Federated Investors Funds; Executive Vice President, Federated
Tower Investors, Inc.; Chairman and Director,
1001 Liberty Avenue Federated Securities Corp.

Pittsburgh, PA

VICE PRESIDENT

C. CHRISTINE THOMSON Vice President and Assistant Treasurer of $0
Birthdate: September some of the Funds in the Federated Funds

1, 1957 Complex.
Federated Investors
Tower
1001 Liberty Avenue

Pittsburgh, PA

VICE PRESIDENT AND
ASSISTANT TREASURER

</TABLE>

+ Mr. Donahue is the father of J. Christopher Donahue, Executive Vice President
of the Trust.

INVESTMENT ADVISER

The Adviser conducts investment research and makes investment decisions for the
Fund.

The Adviser is a wholly owned subsidiary of WesBanco, Inc.

BROKERAGE TRANSACTIONS

RESEARCH SERVICES

On January 31, 1999, the Fund owned securities of the following regular
broker/dealers: [identify issuer name and aggregate dollar amount of debt and
equity securities held by Fund].

ADMINISTRATOR

Federated Services Company also provides certain accounting and recordkeeping
services with respect to the Fund's portfolio investments for a fee based on
Fund assets plus out-of-pocket expenses.

CUSTODIAN

WesBanco Bank Wheeling, Wheeling, West Virginias, is custodian for the
securities and cash of the Fund.

TRANSFER AGENT AND DIVIDEND DISBURSING AGENT

INDEPENDENT AUDITORS

Deloitte & Touche LLP, Boston, Massachusetts, is the independent auditors for
the Fund.

FEES PAID BY THE FUND FOR SERVICES

FOR THE YEAR ENDED JANUARY 31

1999

Advisory Fee Earned $
Advisory Fee Reduction $
Brokerage Commissions $
Administrative Fee $
12b-1 Fee $
Shareholder Services Fee $

HOW DOES THE FUND MEASURE PERFORMANCE?

Share performance fluctuates on a daily basis largely because net earnings
fluctuate daily. Both net earnings and offering price per Share are factors in
the computation of yield and total return.

AVERAGE ANNUAL TOTAL RETURNS AND YIELD

Total returns given for the one- and since inception periods ended January 31,
1999.

Yield given for the 30-day period ended January 31, 1999.

1 Year Since Inception

FUND

Total Return
Yield

Tax-Equivalent Yield

TOTAL RETURN

Total return represents the change (expressed as a percentage) in the value of
Shares over a specific period of time, and includes the investment of income and
capital gains distributions.

When Shares of a Fund are in existence for less than a year, the Fund may
advertise cumulative total return for that specific period of time, rather than
annualizing the total return.

YIELD

TAX EQUIVALENCY TABLE

Set forth below is a sample of a tax-equivalency table that may be used in
advertising and sales literature. This table is for illustrative purposes only
and is not representative of past or future performance of the Fund. The
interest earned by the municipal securities owned by the Fund generally remains
free from federal regular income tax and is often free from state and local
taxes as well. However, some of the Fund's income may be subject to the federal
alternative minimum tax and state and/or local taxes.

[TO BE UPDATED WITH 1999 TABLES]

TAXABLE YIELD EQUIVALENT FOR 1998

STATE OF WEST VIRGINIA

COMBINED FEDERAL AND STATE INCOME TAX BRACKET:
<S> <C> <C> <C> <C> <C>
19.00% 34.00% 37.50% 42.50% 46.10%

SINGLE $1- $25,351- $61,401- $128,101- OVER
RETURN 25,350 61,400 128,100 278,450 $278,450

Tax-Exempt

Yield Taxable Yield Equivalent

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

TAXABLE YIELD EQUIVALENT FOR 1998

STATE OF WEST VIRGINIA

COMBINED FEDERAL AND STATE INCOME TAX BRACKET:

21.00% 34.50% 37.50% 42.50% 46.10%

JOINT $1- $42,351- $102,301- $155,951- OVER
RETURN 42,350 102,300 155,950 278,450 $278,450

Tax-Exempt

Yield Taxable Yield Equivalent

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

</TABLE>

Note: The maximum marginal tax rate for each bracket was used in calculating the
taxable yield equivalent. Furthermore, additional state and local taxes paid on
comparable taxable investments were not used to increase federal deductions.

PERFORMANCE COMPARISONS

Advertising and sales literature may include:

o references to ratings, rankings, and financial publications and/or
performance comparisons of Shares to certain indices;

o discussions of economic, financial and political developments and their
impact on the securities market, including the portfolio manager's views on
how such developments could impact the Funds; and

o information about the mutual fund industry from sources such as the Investment
Company Institute.

The Fund may quote information from reliable sources regarding individual
countries and regions, world stock exchanges, and economic and demographic
statistics.

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
asset value over a specified period of time. From time to time, the Fund will
quote its Lipper ranking in the "intermediate debt funds" category in
advertising and sales literature.

MORNINGSTAR, INC.

LEHMAN BROTHERS FIVE-YEAR STATE GENERAL OBLIGATION BONDS

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

MUTUAL FUND MARKET

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 trillion to the more than 6,700 funds available,
according to the Investment Company Institute.

FINANCIAL INFORMATION

The Financial Statements for the Fund for the fiscal year ended January 31,
1999, are incorporated herein by reference to the Annual Report to Shareholders
of WesMark West Virginia Municipal Bond Fund dated January 31, 1999.

INVESTMENT RATINGS

STANDARD AND POOR'S BOND RATING DEFINITIONS

AAA--Debt rated AAA has the highest rating assigned by Standard & Poor's.
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.

CC--The rating CC typically is applied to debt subordinated to senior debt that
is assigned an actual or implied CCC debt rating.

MOODY'S INVESTORS SERVICE, INC.BOND RATING DEFINITIONS

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 rated 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. BOND RATING DEFINITIONS

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 imminent default in payment of interest or principal.

MOODY'S INVESTORS SERVICE, INC. COMMERCIAL PAPER RATINGS

o Leading market positions in well established industries.

o High rates of return on funds employed.

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

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

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

STANDARD AND POOR'S COMMERCIAL PAPER RATINGS

A-2--Capacity for timely payment on issues with this designation is
satisfactory. However, the relative degree of safety is not as high as for
issues designated A-1.

FITCH IBCA, INC. COMMERCIAL PAPER RATING DEFINITIONS

FITCH-1--(Highest Grade) Commercial paper assigned this rating is regarded as
having the strongest degree of assurance for timely payment.

FITCH-2--(Very Good Grade) Issues assigned this rating reflect an assurance of
timely payment only slightly less in degree than the strongest issues.

ADDRESSES

WESMARK WEST VIRGINIA MUNICIPAL BOND 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 Services Company
P.O. Box 8600

Boston, MA 02266-8600

INDEPENDENT AUDITORS

Deloitte & Touche LLP
125 Summer Street
Boston, MA 02110-1617

PART C. OTHER INFORMATION.

Item 23. Exhibits:

(a) Conformed Copy of Declaration of Trust of the Registrant (1.);

(i) Form of Amendment No. 1 to the Declaration of Trust (2.);

(b) Copy of By-Laws of the Registrant (1.); (c) Not applicable;

(d) Conformed Copy of Investment Advisory Contract of the Registrant (1.);

(i) Conformed Copy of Exhibit B to the Investment Advisory Contract (2.);

(ii) Conformed Copy of Exhibits C & D to the Investment Advisory Contract
(4.); (e) Conformed Copy of Distributor's Contract of the Registrant
(1.);

(i) Conformed Copy of Exhibit B to the Distributor's Contract (2.); (ii)
Conformed Copy of Exhibits C & D to the Distributor's Contract (4.);

(f) Not applicable;

(g) Conformed Copy of Custodian Contract of the Registrant (1.);

(i) Conformed Copy of Exhibit 1 to the Custody Contract (Schedule of Fees)
(4.);

(h) (i) Conformed Copy of Agreement for Fund Accounting, Administrative
Services, and Transfer Agency Services of the Registrant (1.); (ii)
Conformed Copy of Schedule A (Fund Accounting Fees) of the Registrant (4.);

(iii)Conformed Copy of Schedule B (Fees and Expenses of Transfer Agency)
of the Registrant (4.);

(iv) Conformed Copy of Shareholder Services Agreement of the Registrant
(1.);

(v) Copy of Amendment No. 1 to Schedule A of the Shareholder Services
Agreement (1.);

(vi) Copy of Amendment No. 2 to Schedule A of the Shareholder Services
Agreement (4.);

(vii)Conformed Copy of Electronic Communications and Recordkeeping
Agreement (2.);

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

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

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

4. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 2 on Form N-1A filed January 8, 1998 (File Nos. 333-16157 and
811-7925).

(i) Conformed Copy of Opinion and Consent of Counsel as to
legality of shares being registered (2.); (j) Conformed
Copy of Consent of Independent Auditors; (to be filed by
amendment) (k) Not applicable; (l) Conformed Copy of
Initial Capital Understanding (2.); (m) (i) Conformed Copy
of Distribution Plan (1.);

(ii) Conformed Copy of Exhibit B to the
Distribution Plan (2.); (iii) Conformed Copy of
Exhibits C & D to the Distribution Plan (4.);

(n) Copy of Financial Data Schedules; (to be filed by amendment)
(o) Not applicable;
(p) Conformed copy of Powers of Attorney. +

Item 24. Persons Controlled by or Under Common Control with Registrant

None

Item 25. Indemnification: (1.)

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

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

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

3. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 1 on Form N-1A filed September 25, 1997 (File Nos. 333-16157
and 811-7925).

4. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 2 on Form N-1A filed January 8, 1998 (File Nos. 333-16157 and
811-7925).

Item 26. Business and Other Connections of Investment Adviser:

For a description of the other business of the investment
adviser, see the section entitled "Who Manages the Fund - Adviser's Background"
in Part A.

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

(1) (2) (3)
Other Substantial
Position with Business, Profession,
NAME THE ADVISER VOCATION OR EMPLOYMENT

<S> <C> <C>
Edward M. George Chairman of the President and CEO,
Board/Director WesBanco, Inc.

Paul M. Limbert Vice Chairman of the Board/Director

Dennis P. Yaeger Vice Chairman of the Board

Kristine N. Molnar President, CEO, and Director

Mari R. Gessler Secretary

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

Grove

David L. Mendenhall President - Wetzel/Tyler
County Division, WesBanco
Bank Wheeling

Jon M. Rogers Executive Vice President,
New Martinsville Office

Jerome B. Schmitt Executive Vice President,
Trusts and Investment

Stephen E. Hannig Senior Vice President,
Branch Administration

Thomas B. McGaughy Senior Vice President,
Assistant Secretary, Trusts

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

David L. Pell Senior Vice President/
Senior Loan Officer

Edward G. Sloane, Sr. Senior Vice President/MIS

Bernard Easley Senior Vice President -
Retail Lending

Lloyd E. Walker, Jr. Senior Vice President-
Loans & Assistant Compliance
Officer, Elm Grove Branch

Peter W. Jaworski Senior Vice President - Credit
Administration

Edward G. Sloane, Jr. Senior Vice President and
Controller

Gregory W. Adkins Vice President

Paul J. Becka Vice President,
Information Technology

J. Kevin Diserio Vice President

John D. Faulkner Vice President

Lawrence P. Finneran Vice President/Manager,
Hancock County

Wyatt K. Hoffman Vice President - Credit
Quality

W. Taylor McCluskey Vice President & Senior
Trust Officer

Kevin D. McFarland Vice President

Michael E. Klick Vice President - Manager -
Consumer Credit Dept.

James G. Thompson Vice President - and
Assistant Controller

Roanne M. Burech Vice President -
Branch Administration

David B. Dalzell, Jr. Vice President &
Senior Trust Officer

David B. Ellwood Vice President

Patricia A. Lowe Vice President - Human Resources

D. Reeed Burke Vice President - Branch Manager,
Barnesville Office

Linda Miller Vice President, Operations,
McMechen Office

Michael Schwarz Vice President - Credit Risk
Management

R. Bruce Bandi Assistant Vice President &
Senior Trust Officer and
Assistant Secretary

Janet D. Campeti Assistant Vice President -
Operations

Mary Ruth Cilles Assistant Vice President -
Operations

Jeff Grandstaff Assistant Vice President -
Check Processing

John M. McGee Assistant Vice President -
Assistant Manager - Consumer
Credit Dept.

Thomas A. Medovic Assistant Vice President

W. Terrence Naughton Assistant Vice President -
Technology Services

Cynthia M. Perring Assistant Vice President &
Senior Trust Officer

Robert F. Pretulovich Assistant Vice President/
Branch Manager, Weirton Main
Street Office

Matthew W. Pribus Assistant Vice President -
Operations

Frederick J. Quinn Assistant Vice President/
Loans, Weirton Main
Street Office

George P. Schramm Assistant Vice President

Gregory Shirak Assistant Vice President/Branch
Manager - Woodsfield and
Barnesville Offices

Roger E. Winters Assistant Vice President &
Senior Trust Officer

Judith M. Yaeger Assistant Vice President -
Steelton Office

(1) (2) (3)
Other Substantial

Position with Business, Profession,

NAME THE ADVISER VOCATION OR EMPLOYMENT

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

Ray A. Byrd Director Partner, Schrader, Byrd & Companion PLLC

Fred T. Chambers Director Funeral Director, Chambers and James Funeral Homes

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

Donald R. Donell Director President, Starvaggi Industries, Inc.

James C. Gardill Director Chairman of the Board,

WesBanco, Inc.; Partner, Phillips,
Gardill, Kaiser &

Altmeyer

Thomas M. Hazlett Director Partner, Harper & Hazlett

James D. Hesse Director President and CEO, Wheeling-Nisshin, Inc.

Roland L. Hobbs Director Chairman, Wheeling Park Commission; Former
Chairman, President and CEO,
WesBanco, Inc.

John M. Karras Director President, Karras Painting Company, Inc.

James B. Kepner Director Vice President, Kepner
Funeral Homes, Inc.

David L. Mendenhall Director President, Wetzel/Tyler

County Division, WesBanco Bank Wheeling

George M. Molnar Director Retired; Formerly, President, Weirton
Office, WesBanco Bank
Wheeling

Rizal V. Pangilinan Director Ophthalmologist

F.M. Dean Rohrig Director Lawyer

C. Jack Savage Director President, Savage
Construction Company

James G. Squibb, Jr. Director President and General
Manager, WTRF-TV

Joan C. Stamp Director

Carter W. Strauss Director President, Strauss Industries, Inc.

Gary E. West Director Chairman, Valley National Gases, Inc.

William E. Witschey Director President, Witschey's
Market, Inc.

John E. Wright, III Director Retired President and COO, Wheeling-Nisshin, Inc.
ITEM 27. PRINCIPAL UNDERWRITERS:

(a) Edgewood Services, Inc. the Distributor for shares of the
Registrant, acts as principal underwriter for the following
open-end investment companies, including the Registrant:
Deutsche Portfolios, Deutsche Funds, Inc., Excelsior Funds,
Excelsior Funds, Inc., (formerly, UST Master Funds, Inc.),
Excelsior Institutional Trust, Excelsior Tax-Exempt Funds,
Inc. (formerly, UST Master Tax-Exempt Funds, Inc.), FTI
Funds, FundManager Portfolios, Great Plains Funds, Old
Westbury Funds, Inc., Robertsons Stephens Investment Trust,
WesMark Funds, WCT Funds.

(b)

(1) (2) (3)
Name and Principal Positions and Offices Positions and Offices

BUSINESS ADDRESS WITH DISTRIBUTOR WITH REGISTRANT
Lawrence Caracciolo Director, President, --

5800 Corporate Drive Edgewood Services, Inc.
Pittsburgh, PA 15237-5829

Arthur L. Cherry Director, --
5800 Corporate Drive Edgewood Services, Inc.

Pittsburgh, PA 15237-5829

J. Christopher Donahue Director, --
5800 Corporate Drive Edgewood Services, Inc.

Pittsburgh, PA 15237-5829

Thomas P. Sholes Vice President, --
5800 Corporate Drive Edgewood Services, Inc.

Pittsburgh, PA 15237-5829

Ernest L. Linane Assistant Vice President, --
5800 Corporate Drive Edgewood Services, Inc.

Pittsburgh, PA 15237-5829

Christine T. Johnson Assistance Vice President, --
5800 Corporate Drive Edgewood Services, Inc.

Pittsburgh, PA 15237-5829

Denis McAuley Treasurer, --
5800 Corporate Drive Edgewood Services, Inc.

Pittsburgh, PA 15237-5829

Leslie K. Ross Secretary, --
5800 Corporate Drive Edgewood Services, Inc.

Pittsburgh, PA 15237-5829

Amanda J. Reed Assistant Secretary, --
5800 Corporate Drive Edgewood Services, Inc.

Pittsburgh, PA 15237-5829

</TABLE>

Item 28. Location of Accounts and Records:

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

Registrant Federated Investors Tower
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

Federated Services Company Federated Investors Tower
("Transfer Agent, Dividend 1001 Liberty Avenue
Disbursing Agent and Portfolio Pittsburgh, PA 15222-3779

Accounting Services")

Federated Administrative Services Federated Investors Tower
("Administrator") 1001 Liberty Avenue

Pittsburgh, PA 15222-3779

WesBanco Bank Wheeling One Bank Plaza
("Adviser" and "Custodian") Wheeling, WV 26003

Item 29. Management Services: Not applicable.

Item 30. Undertakings:

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

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

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant, WESMARK FUNDS, certifies that it
has duly caused this Amendment to its Registration Statement to be signed on its
behalf by the undersigned, thereto duly authorized, in the City of Pittsburgh
and Commonwealth of Pennsylvania, on the 26th day of February, 1999.

WESMARK FUNDS

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

February 26, 1999

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

NAME TITLE DATE

By: /s/ C. Todd Gibson
C. Todd Gibson Attorney In Fact February 26, 1999
ASSISTANT SECRETARY For the Persons

Listed Below

NAME TITLE

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

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

Thomas G. Bigley* Trustee

Nicholas P. Constantakis* Trustee

John T. Conroy, Jr.* Trustee

William J. Copeland* Trustee

John F. Cunningham* Trustee

Lawrence D. Ellis, M.D.* Trustee

Peter E. Madden* Trustee

Charles F. Mansfield, Jr.* Trustee

John E. Murray, Jr.* Trustee

Marjorie P. Smuts* Trustee

John S. Walsh* Trustee

* By Power of Attorney

EXHIBIT (P) UNDER FORM N-1A
EXHIBIT 24 UNDER ITEM 601/REG. S-K

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and
appoints the Secretary and Assistant Secretary of WESMARK FUNDS and each of
them, their true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution for them and in their names, place and stead, in
any and all capacities, to sign any and all documents to be filed with the
Securities and Exchange Commission pursuant to the Securities Act of 1933, the
Securities Exchange Act of 1934 and the Investment Company Act of 1940, by means
of the Securities and Exchange Commission's electronic disclosure system known
as EDGAR; and to file the same, with all exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
sign and perform each and every act and thing requisite and necessary to be done
in connection therewith, as fully to all intents and purposes as each of them
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue thereof.

SIGNATURES TITLE DATE

/S/ JOHN F. CUNNINGHAM Trustee January 13, 1999
- -------------------------
John F. Cunningham

Sworn to and subscribed before me this 13th day of January, 1999.

/S/ CHERI S. GOOD

Notary Public

POWER OF ATTORNEY

SIGNATURES TITLE DATE

/S/ CHARLES F. MANSFIELD, JR. Trustee January 13, 1999
Charles F. Mansfield, Jr.

Sworn to and subscribed before me this 13th day of January, 1999.

/S/ CHERI S. GOOD

Notary Public

POWER OF ATTORNEY

SIGNATURES TITLE DATE

/S/ JOHN S. WALSH Trustee January 13, 1999
- -----------------
John S. Walsh

Sworn to and subscribed before me this 13th day of January, 1999.

/S/ CHERI S. GOOD

Notary Public