NATIONS ANNUITY TRUST
NATIONS MARSICO FOCUSED EQUITIES PORTFOLIO
NATIONS MARSICO GROWTH & INCOME PORTFOLIO
Supplement dated December 1, 1998
to Prospectuses dated March 1, 1998
The combined prospectus for the Shares of Nations Marsico Focused
Equities Portfolio and Nations Marsico Growth & Income Portfolio are hereby
supplemented by deleting the fourth paragraph under the heading "How The
Portfolios Are Managed--Investment Adviser" and inserting in its place the
following:
Marsico Capital Management, LLC, located at 1200 17th Street,
Suite 1300, Denver Colorado 80202, serves as the investment sub-adviser
to Nations Marsico Focused Equities Portfolio and Nations Marsico
Growth & Income Portfolio pursuant to an investment sub-advisory
agreement. On November 10, 1998, NationsBank announced its intention to
exercise an option to purchase 50% ownership of Marsico Capital.
Pursuant to the 1940 Act, the exercise of that option would be deemed
to cause a "change in control" of Marsico Capital, resulting in the
automatic termination of Marsico Capital's investment sub-advisory
agreement. In order for Marsico Capital to continue serving as the
investment sub-adviser to Nations Marsico Focused Equities Portfolio
and Nations Marsico Growth & Income Portfolio after the option is
exercised, the shareholders of Nations Marsico Focused Equities
Portfolio and Nations Marsico Growth & Income Portfolio must approve
the continuation of the investment sub-advisory agreement. Early in
1999, it is expected that the Trust will call a special meeting of
shareholders seeking their approval for the continuation of the Marsico
Capital investment sub-advisory agreement.
