HENSSLER FUNDS INC, 485APOS, 1999-06-30

HENSSLER FUNDS INC
485APOS, 1999-06-30

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File Nos. and 333-46479 and 811-08659
--------- ---------
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549

FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 X
-
Pre-Effective Amendment No. __
Post-Effective Amendment No. 1

and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 X
-
Amendment No. 2
(Check appropriate box or boxes)

THE HENSSLER FUNDS, INC.

1281 Kennestone Circle, Suite 100, Marietta, Georgia 30066
(Address of Principal Executive Offices)

Registrant's Telephone Number, including Area Code: (800) 936-3863
--------
Gene W. Henssler, 1281 Kennestone Circle, Suite 100, Marietta, Georgia
30066
(Name and Address of Agent for Service)

With copy to:
Reinaldo Pascual, Esq., Kilpatrick Stockton LLP, 1100 Peachtree Street,
Suite 2800
Atlanta, Georgia 30309

Release Date: August 31, 1999

It is proposed that this filing will become effective:

_____ immediately upon filing pursuant to _____ on August 31, 1999 pursuant
paragraph (b) to paragraph (b) of Rule 485
/X/ 60 days after filing pursuant to _____ on (date) pursuant to
paragraph (a) paragraph (a) of Rule 485
_____ 75 days after filing pursuant to _____ on (date) pursuant to
paragraph (a)(2) paragraph (a)(2) of Rule 485

TITLE OF SECURITIES BEING REGISTERED: Common Stock, par value $.0001 per share

The Registrant hereby registers an indefinite number of securities under
Rule 24f-2 of the Investment Company Act of 1940.

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THE HENSSLER EQUITY FUND

CROSS REFERENCE SHEET
FORM N-1A

PROSPECTUS AND STATEMENT OF ADDITIONAL INFORMATION

ITEM SECTION IN PROSPECTUS

1 . . . . . . . Cover Pages
2 . . . . . . . The Fund in Detail, Objectives, Strategy and
Additional Risks, Temporary Defensive Positions
3 . . . . . . . Fund Expenses
4 . . . . . . . The Fund in Detail, Objectives, Strategy and
Additional Risks, Temporary Defensive Positions
5 . . . . . . . Financial Highlights
6 . . . . . . . Fund Management
7 . . . . . . . Account Information; How to Purchase Shares,
How to Sell Shares; Dividends, Distributions
and Taxes
8 . . . . . . . None
9 . . . . . . . Financial Highlights

ITEM SECTION IN STATEMENT OF ADDITIONAL INFORMATION

10 . . . . . . Cover Page
11 . . . . . . Table of Contents
12 . . . . . . The Fund
13 . . . . . . Investment Objectives, Policies and Risk
Considerations and Investment Restrictions
14 . . . . . . Management of the Fund
15 . . . . . . Management of the Fund, Advisory and Administration
Agreements and General Information
16 . . . . . . Management of the Fund, The Distributor, and
General Information
17 . . . . . . Portfolio Transactions and Brokerage
Allocation
18 . . . . . . General Information
19 . . . . . . Determination of Net Asset Value, Purchase of
Shares, the Distributor, Redemption of Shares
and Shareholder Services
20 . . . . . . Dividends, Distributions and Taxes
21 . . . . . . The Distributor, Purchase of Shares, and
Redemption of Shares
22 . . . . . . Performance Information
23 . . . . . . Report of Independent Public Accountants,
Financial Statements

<PAGE>
<PAGE>
THE HENSSLER EQUITY FUND

1281 Kennestone Circle, Suite 100
Marietta, Georgia 30066

1-800-936-3863

www.henssler.com

PROSPECTUS

August 31, 1999

TABLE OF CONTENTS
____________________________________________

About the Fund . . . . . . . . . . . . . . . . . . . . . . 2
Past Performance . . . . . . . . . . . . . . . . . . . . . 3
Fund Expenses . . . . . . . . . . . . . . . . . . . . . . 4
The Fund in Detail . . . . . . . . . . . . . . . . . . . . 5
Objectives, Strategy and Additional Risks . . . . . . . 5
Temporary Defensive Positions . . . . . . . . . . . . . 6
Fund Management . . . . . . . . . . . . . . . . . . . . . 7
Financial Highlights . . . . . . . . . . . . . . . . . . . 8
Account Information . . . . . . . . . . . . . . . . . . . 9
How to Purchase Shares . . . . . . . . . . . . . . . . . . 9
How to Sell Shares . . . . . . . . . . . . . . . . . . . . 11
General Policies . . . . . . . . . . . . . . . . . . . . . 12
Dividends, Distributions and Taxes . . . . . . . . . . . . 13
How to Obtain More Information . . . . . . . . . . . . . . 15
____________________________________________

The Fund is a portfolio of The Henssler Funds, Inc. This Prospectus
includes important information about the Fund that you should know before
investing. You should read the Prospectus and keep it for future reference.

The Securities and Exchange Commission has not approved or disapproved these
securities or determined if this prospectus is truthful or complete. Any
representation to the contrary is a criminal offense.

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<PAGE>
ABOUT THE FUND
--------------

INVESTMENT OBJECTIVE AND STRATEGY:

The Fund's investment objective is to seek growth of capital. To meet
its investment objective, the Fund will employ an investment strategy that
emphasizes long-term capital appreciation and safety of principal. The Fund
does not attempt to "time" the market, but rather purchases securities in
the best companies the Fund's investment adviser, Henssler Asset Management,
LLC (the "Adviser"), can identify, and holds these securities until the
fundamentals of the business change or other opportunities present
themselves. The Fund believes that its focus on the fundamentals of the
businesses it invests in results in the purchase of above-average, high-
quality securities with strong growth potential.

PRIMARY RISKS OF INVESTING IN THE FUND:

The Fund is a mutual fund: a pooled investment that is professionally
managed and gives you the opportunity to participate in financial markets.
It strives to reach its stated goal, but as with all mutual funds, it cannot
offer guaranteed results. You could lose money in the Fund, but you also
have the potential to make money. Because different investment styles are
more or less successful during various market conditions, the Fund may
sometimes outperform other types of funds (such as those emphasizing only
growth stocks or value stocks) and sometimes underperform them. Because of
the risks associated with investments in securities, the Fund is intended to
be a long-term investment vehicle and is not designed to provide investors
with a means of speculating on short-term stock market movements.
Accordingly, you should understand the principal risks of investing in the
Funds, each of which is described below.

MARKET RISK: Stock prices fluctuate in response to many factors, including
- -----------
the activities of individual companies and general market and economic
conditions. Regardless of any one company's particular prospects, a
declining stock market may produce a decline in stock prices for all
companies. Stock market declines may continue for an indefinite period of
time, and investors should understand that from time to time during
temporary or extended bear markets, the value of the Fund may decline.

BUSINESS AND ECONOMIC RISK: Often, a particular industry, or certain
- --------------------------
companies within that industry, may be affected by circumstances that have
little to no impact on other industries, or other companies within that
industry. For example, many industries and companies rely heavily on one
type of technology. If this technology becomes outdated, or ceases to be
cost-effective, industries and companies that rely on the technology may
become unprofitable while companies outside the industry may not be affected
at all.

INTEREST RATE RISK: An increase in interest rates may lower the present
- ------------------
value of a company's future earnings stream. Because the market price of a
stock continuously changes based upon investors' collective perceptions of
future earnings, stock prices will generally decline when investors
anticipate or experience rising interest rates.

POLITICAL RISK: The regulation or deregulation of particular industries may
- --------------
materially impact the value of companies within the affected industry. For
example, during the past few years, electric and gas utility sectors of the
economy have been moving towards deregulation and open price competition.
In this new environment, some companies will make a successful transition
into, and prosper under deregulation, and other companies will mismanage the
process and do poorly.

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<PAGE>
PAST PERFORMANCE
----------------

The information below shows the performance of the Fund since it began
operations on June 10, 1998. This information compares the Fund's
performance to that of the S&P 500 and the Value Line Composite Index, two
unmanaged indexes of stock performance. As with all mutual funds, how the
Fund has performed in the past is not necessarily an indication of how it
will perform in the future.

TOTAL RETURN BETWEEN JUNE 10,
1998 AND APRIL 30, 1999*
--------------------------------

The Henssler Equity Fund 17.57%

Standard & Poor's 500 Stock Index with Income 21.14%**

Value Line Composite Index 3.07%**

* Total Return includes change in share prices and in each case includes
reinvestment of any dividends and capital gain distributions.

** Each of these indexes or averages is an unmanaged group of stocks whose
composition is different from the Fund. The S&P 500 is a broad market-
weighted average dominated by blue-chip stocks. The Value Line
Composite Index is an unweighted average of more than 1,000 stocks.

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FUND EXPENSES
-------------

As an investor, you pay certain fees and expenses in connection with
your investment in the Fund, which are described in the tables below.
Shareholder fees are paid from your account, while annual Fund operating
expenses are paid out of Fund assets, so their effect is included in the
share price. As a no load fund, the Fund does not have a sales charge
(load).

SHAREHOLDER FEES (fees paid directly from your investment):

NONE

ANNUAL FUND OPERATING EXPENSES (fees deducted from Fund assets):

THE HENSSLER EQUITY FUND
% of average daily
net assets
----------------------------

Management Fees . . . . . . . . . . . . . . . . . . . . 0.50%
Other Expenses . . . . . . . . . . . . . . . . . . . . 0.70%
----
TOTAL FUND OPERATING EXPENSES . . . . . . . . . . . . . 1.20%

EXAMPLE OF FUND EXPENSES:

This 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
below 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.
The example below also assumes that your investment has a 5% return each
year and that the Fund's operating expenses remain the same. The figures
shown in the example are entirely hypothetical. They are not necessarily
indicative of past or future performance or expenses. Actual performance
and/or expenses may be greater or less than the example.

1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------

$120 $380 $660 $1,460

<PAGE>
<PAGE>
THE FUND IN DETAIL
OBJECTIVES, STRATEGY AND ADDITIONAL RISKS
-----------------------------------------

An investment in the Fund cannot be considered a complete investment
program. An investor's needs will depend largely on his or her financial
resources and individual investment goals and objectives. Investors who
engage in short-term trading and/or other speculative strategies and styles
may not find the Fund to be an appropriate investment vehicle.

The Fund's investment objective is to seek growth of capital. The Fund
seeks to achieve its objective by investing substantially all of its assets
in securities listed on a national or foreign securities exchange or quoted
in the National Association of Securities Dealers Automated Quotation
("NASDAQ") National Market System. Set forth below is further information
regarding the Fund's investment strategy. The investment objective may not
be changed without shareholder approval. No assurance can be given that the
Fund will achieve its objective.

THE FUND'S INVESTMENT STRATEGY:

The Fund's investment strategy is to emphasize long term capital
appreciation and safety of principal. The Fund does not attempt to "time"
the market, but rather purchases securities in the best companies the Fund's
investment adviser, Henssler Asset Management, LLC (the "Adviser"), can
identify, and holds these securities until the fundamentals of the business
change or other opportunities present themselves. The Fund believes that
its focus on the fundamentals of the businesses it invests in results in the
purchase of above-average, high-quality securities with strong growth
potential.

The Fund seeks to invest in companies that exhibit the following
characteristics:

* undervalued assets;

* strong balance sheet characteristics and financial foundations;

* high earnings expectations; and

* quality management and potential for future growth.

Factors deemed important by the Adviser in selecting securities of such
companies include, but are not limited to:

* price;

* price history; and

* price-to-earnings ratio.

The Fund's investments may include small, medium, or large
capitalization companies.

Under normal circumstances, the Fund anticipates that over 90% of its
assets will be invested in a portfolio of common stocks. The Fund will not
invest more than 25% of its assets in a particular industry sector. Any
assets not invested in equity securities will be invested in cash and cash
equivalents, U.S. Government securities, money market instruments, and
certain other fixed income securities to meet the Fund's liquidity needs and

5
<PAGE>
<PAGE>
may be so invested, in extraordinary circumstances, to attempt to protect
against significant down cycles in the stock market.

ADDITIONAL RISKS OF INVESTING IN THE FUND:

INVESTMENTS IN SMALL COMPANIES: Although the Fund invests in companies of
- ------------------------------
all sizes, there may be times when the Fund is substantially invested in
small companies. Stocks of smaller companies may have more risks than
larger companies. In general, they have less experienced management teams,
serve smaller markets, and find it more difficult to obtain financing for
growth or potential development than larger companies. Due to these and
other factors, small companies may be more susceptible to market downturns,
and their stock prices may be more volatile.

YEAR 2000 (Y2K): Like all mutual funds, the Fund could be negatively
- ---------------
affected if its computers or the computers used by its service providers
experience difficulty processing information with dates on or after January
1, 2000. In an effort to avoid such potential problems, the Fund has worked
hard to identify and correct potential Y2K-related processing problems in
its systems, and has obtained or is getting assurances from its service
providers that they are taking similar precautions. In addition, Y2K
problems may negatively affect the companies whose securities the Fund
purchases, which may have an impact on the value of Funds shares.
Accordingly, the Fund is reviewing Y2K disclosures made by current and
potential portfolio companies in their reports filed with the Securities and
Exchange Commission. Company-specific Y2K concerns raised by these reviews,
as well as any company-specific Y2K issues raised by industry analysts, are
one of the factors the Fund considers during the investment decision-making
process. Of course, the Fund cannot insulate itself from Y2K-related
problems completed, since it is impossible to protect against misleading or
incomplete Y2K-related disclosures, unanticipated Y2K problems at any of the
Fund's portfolio companies, or a general market downturn due to widespread
Y2K panic. The Fund hopes, however, that the steps it is taking will
protect its investment portfolio, as much as possible, from Y2K-related
losses, but there are no guarantees.

PORTFOLIO TURNOVER: Portfolio turnover measures the rate at which the
- ------------------
securities in a Fund's portfolio change during any given year. Portfolio
turnover involves expense to a fund in the form of brokerage commissions and
other transaction costs, which may adversely impact the fund's performance.
Additionally, an increase in portfolio turnover may result in an increase or
decrease in taxable gain or loss attributable to shareholders of a fund.
The Adviser manages the Fund for long-term profits, and expects that under
normal conditions, portfolio turnover should be less than 100%. However,
the rate of portfolio turnover may be higher for the Fund if implementation
of the Fund's investment strategy or a temporary defensive position results
in frequent trading.

TEMPORARY DEFENSIVE POSITIONS
-----------------------------

The Fund may, from time to time, take temporary defensive positions
that are inconsistent with the Fund's principal investment strategies in an
attempt to respond to adverse market, economic, political or other
conditions. When the Fund takes a temporary defensive position, the Fund
may not be able to achieve its investment objective.

FUND MANAGEMENT
---------------

Henssler Asset Management, LLC, located at 1281 Kennestone Circle,
Suite 100, Marietta, Georgia 30066, serves as the investment adviser for
the Fund. The Adviser was organized in February, 1998 by its only owners,
Gene W. Henssler, Ph.D., and Patricia T. Henssler. The Adviser is also an
affiliate of G.W Henssler & Associates, Ltd. ("Henssler & Associates"), an
investment manager wholly-owned by Dr. Henssler which has provided
investment advisory services to corporations, individual investors, and
institutional investors since its inception in 1987.

For its services to the Fund, the Fund pays the Adviser the fees
described below. All fees are expressed as an annualized percentage of
average net assets of each Fund.

THE HENSSLER EQUITY FUND
Advisory Fee . . . . . . . . . . . . . . . 0.50%
Operational Services Fee . . . . . . . . . 0.70%

TOTAL FEES . . . . . . . . . . . . . . . . 1.20% <F1>

_______________
[FN]
<F1> The total amount of fees payable to the Adviser is capped 1.20%,
excepting brokerage, interest, taxes, litigation, and other
extraordinary expenses.
</FN>

PORTFOLIO MANAGEMENT:

The Fund is managed by a team of portfolio managers including Dr.
Henssler and Ted L. Parrish (the "Management Team"). The Fund's Management
Team is supported by a group of research analysts and other members of the
Fund's investment staff.

Dr. Henssler has worked in investment management and financial analysis
for over 25 years. Before organizing Henssler & Associates, Dr. Henssler
was a Professor of Finance at Kennesaw State University for 10 years. Dr.
Henssler earned his MBA and Ph.D. in Finance from the University of Michigan
in 1965 and 1971, respectively.

Mr. Parrish has worked in investment management and financial analysis
for 4 years. He earned his BBA from Kennesaw State University in 1995, and
holds a Series 7 license. Mr. Parrish is a Level I Chartered Financial
Analyst candidate.

<PAGE>
<PAGE>
FINANCIAL HIGHLIGHTS
--------------------

The financial highlights table is intended to help you understand the
Fund's financial performance for the time periods indicated. The total
returns in the table represent the rate that an investor would have earned
(or lost) on an investment in the Fund (assuming reinvestment of all
dividends and distributions). This information has been audited by McCurdy
& Associates CPAs, Inc., whose report, along with the Fund's financial
statements, are included in the Fund's Annual Reports to Shareholders,
incorporated by reference into this Prospectus, and available upon request.

The following are selected per share data and ratios for the Fund for
the period beginning June 10, 1998 and ending April 30, 1999.

FOR THE PERIOD ENDING
APRIL 30, 1999
____________________________________________________________________________

NET ASSET VALUE, BEGINNING OF PERIOD $10.00

INCOME FROM INVESTMENT OPERATIONS:
Net Investment Income (Loss) .02
Net Gains (Losses) on Securities (both realized
and unrealized) 1.74
-----

TOTAL FROM INVESTMENT OPERATIONS 1.76

LESS DISTRIBUTIONS:

Dividends from Net Investment Income -

Distributions from Capital Gains -

Returns of Capital -

TOTAL DISTRIBUTIONS -

NET INVESTMENT INCOME (.02)
-----

NET ASSET VALUE, END OF PERIOD $11.74

TOTAL RETURN 17.57%

RATIOS/SUPPLEMENTAL DATA:
FOR THE PERIOD ENDING
APRIL 30, 1999
____________________________________________________________________________

Net Assets, end of period (in 000s) $15,680

Ratio of Expenses to Average Net Assets: 1.20%*

Ratio of Net Income (Loss) to Average Net Assets: 0.17%*

Portfolio Turnover Rate 14%
_______________

* Annualized

<PAGE>
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ACCOUNT INFORMATION
-------------------

VALUATION OF SHARES--DETERMINATION OF NET ASSET VALUE:

The net asset value of the shares of the Fund is determined once daily
as of 4:00 p.m. (Eastern Standard Time) every day the New York Stock
Exchange is open for trading. The Fund will also determine its net asset
value once daily every day there is sufficient trading in its portfolio of
securities that the net asset value might be materially affected.

The price of each holding in the Fund's portfolio is based on the
closing price. However, if a holding did not trade that day, the last bid
price is used for a value instead. The net asset value per share is
computed by dividing the sum of the value of the securities held by the Fund
plus any cash or other assets (including interest and dividends accrued but
not yet received) minus all liabilities (including accrued expenses) by the
total number of shares outstanding at such time, rounded to the nearest
cent. Expenses, including the management fee payable to the Adviser, are
accrued daily.

Equity securities listed or traded on a national securities exchange or
quoted on the over-the-counter market are valued at the last sale price on
the day of valuation or, if no sale is reported, at the last bid price.
Valuations of fixed income securities are supplied by independent pricing
services (such as Interactive Data Corporation) approved by the Fund's Board
of Directors. Money market securities with a remaining maturity of sixty
(60) days or less are valued on an amortized cost basis if their original
term to maturity from the date of purchase was sixty (60) days or less, or
by amortizing their value on the 61st day prior to maturity, if their term
to maturity for the date of purchase exceeded 60 days, unless the Board of
Directors determines that such valuation does not represent fair value.
Other assets and securities for which market quotations are not readily
available are valued at fair value as determined in good faith by or under
the direction of the Fund's Board of Directors.

HOW TO PURCHASE SHARES
----------------------

The Fund does not impose any sales charges on purchases of this Fund.
Your price for direct purchases of Fund shares from the Fund (not through a
broker-dealer) is the Fund's net asset value per share ("NAV") next
determined after we receive your order. In general, the Fund requires a
minimum investment of $2,000 and a minimum subsequent investment of $200.
The Fund will waive minimum investment requirements for any automatic
investment plan of $100 or more per month.

Orders for the purchase of shares of the Fund placed directly to the Fund's
transfer agent, Declaration Service Company (the "Transfer Agent") by an
investor are executed at their next determined net asset value after receipt
by the Transfer Agent. Orders for the purchase of shares of the Fund placed
through broker-dealers are executed at their next determined net asset value
after receipt in good order by the broker-dealer. Shares are eligible to
receive dividends the day they are purchased. The Fund reserves the right
to reject any order for the purchase of its shares in whole or in part.

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MINIMUM INITIAL AND ADDITIONAL INVESTMENTS REQUIRED BY THE FUND:

MINIMUM INVESTMENT
INITIAL ADDITIONAL
----------- --------------
Regular Accounts $2,000 $200
Traditional IRA's $1,000 $100
Roth IRA's $1,000 $100
Education IRA's $500 $100
Automatic Investment Plan $100 $100

OPENING OR ADDING AN ACCOUNT:

To make an initial investment in the Fund, all purchasers must complete
and send the required application, along with a check payable to "The Henssler
Equity Fund," to the address listed below. To make a subsequent investment,
all purchasers must complete and send an investment slip, along with a check
payable to "The Henssler Equity Fund," to the address listed below. All
investments must be in U.S. dollars. Third-party checks cannot be accepted.
You may be charged a fee for any check that does not clear.

REGULAR MAIL OVERNIGHT DELIVERY
___________________________________ ____________________________________

The Henssler Equity Fund The Henssler Equity Fund
c/o Declaration Service Company c/o Declaration Service Company
Post Office Box 844 555 North Lane, Suite 6160
Conshohocken, PA 19428-0844 Conshohocken, PA 19428-0844

You may also make automatic investments from your bank account in a regular
amount on a monthly basis (minimum $100 per month) pursuant to our "Automatic
Investment Plan." Please call us at 1-800-936-3863 for more information about
the Automatic Investment Plan.

SPECIAL INSTRUCTIONS FOR INDIVIDUAL RETIREMENT ACCOUNTS:

If you are interested in investing your Individual Retirement Account
("IRA") or Roth IRA in the Fund, you may establish an IRA, IRA Rollover
Account, Roth IRA, or Roth IRA Rollover Account in the Fund. Please call
the Fund at 1-800-936-3863 to request an IRA investment package. You may
also call a broker-dealer for more information regarding the establishment
of an IRA account in the Fund. For more complete IRA information, consult
your tax professional.

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TERMS TO UNDERSTAND:

Traditional IRA . . . . . . . . . an individual retirement account.
- --------------- Your contributions may or may not be
deductible depending on your
circumstances. Assets grow tax-
deferred; withdrawals and
distributions are taxable in the year
made.

Roth IRA . . . . . . . . . . . . an IRA funded with non-deductible
- -------- contributions; and tax-free growth of
assets and distributions, if the
assets are held for five years or
longer and certain conditions are met.

Education IRA . . . . . . . . . . an IRA with nondeductible
- ------------- contributions, and tax-free growth of
assets and distributions, if used to
pay qualified educational expenses.

HOW TO SELL SHARES
------------------

You may sell shares at any time. This can be done via the telephone by
calling 1-800-936-FUND (3863) or in writing. Your shares will be sold at
the next NAV calculated after your order is accepted by the Fund's transfer
agent.

There are no fees charged by the Fund for redemptions. However,
shareholders who redeem their shares through a broker-dealer may be charged
a fee for the broker-dealer's services.

WRITTEN SELL ORDERS:

A written a letter of instruction must include:

* your name(s) and signature(s)
* your account number
* the fund name
* the dollar amount you want to sell
* how and where to send the proceeds
* if your account is an IRA account, whether the distribution is
qualified or premature

Mail your request to:

REGULAR MAIL OVERNIGHT DELIVERY
_____________________________________ ___________________________________

Redemption proceeds will be mailed or wired to the redeeming
shareholder within seven days, except where those shares have recently been
purchased by personal check. In those cases, redemption proceeds may be
withheld until the check has been collected, which may take up to fifteen

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<PAGE>
days. To avoid such withholding, investors should purchase shares by
certified or bank check.

Some circumstances require that written sell orders be signature
guaranteed. If the shareholder is a corporation, partnership, agent,
fiduciary or surviving joint owner, additional documentation may be
required.

A signature guarantee helps protect against fraud. You can obtain one
from most banks or securities dealers, but not from a notary public. For
joint accounts, each signature must be guaranteed. Please call us to ensure
that your signature guarantee will be processed correctly.

GENERAL POLICIES:

If your account falls below $1,000, the Fund may ask you to increase
your balance. If the balance remains below $1,000 after ninety (90) days,
the Fund may close your account, and send you the proceeds from your
account.

The Fund reserves the right to:

* Refuse any purchase request for any reason.

* Change any of its purchase or redemption policies or procedures at
any time.

* Delay in sending out redemption proceeds for up to seven days. This
generally only happens in cases of large redemptions or during
unusual market conditions.

* To suspend the right to redeem and delay redemption proceeds during
times when trading on the NYSE is restricted or halted, or otherwise
as permitted by the SEC.

INVESTMENTS THROUGH THIRD PARTIES:

If you invest through a third party (rather than directly through
Henssler), the policies and fees may be different than those described here.
Banks, brokers, 401(k) plans, financial advisers and financial supermarkets
may charge transaction fees and may set different minimum investments or
limitations on buying or selling shares. The Advisor may also pay such
parties a fee for shareholder services out of its own resources.

TELEPHONE PURCHASES BY SECURITIES FIRMS. Member firms of the NASD may
telephone Declaration Service Company at 1-800-936-3863 and place purchase
orders on behalf of investors who carry their Fund investments through the
member's account with the Fund. By electing telephone purchase privileges,
NASD member firms, on behalf of themselves and their clients, agree that
neither the Fund, the Distributor nor the Transfer Agent shall be liable for
following instructions communicated by telephone and reasonably believed to
be genuine. The Fund and its agents provide written confirmations of
transactions initiated by telephone as a procedure designed to confirm that
telephone instructions are genuine. In addition, all telephone transactions
with the Transfer Agent are recorded. As a result of these and other
policies, the NASD member firms may bear the risk of any loss in the event
of such a transaction. However, if the Transfer Agent or the Fund fails to
employ this and other established procedures, the Transfer Agent or the Fund
may be liable. The Fund reserves the right to modify or terminate these
telephone privileges at any time.

<PAGE>
<PAGE>
DIVIDENDS, DISTRIBUTIONS AND TAXES
----------------------------------

The Fund pays its shareholders all of its net investment income and net
realized long and short-term capital gains to its shareholders on an annual
basis. Your distributions will be reinvested in the Fund unless you
instruct the Fund otherwise. There are no fees or sales charges on
reinvestments.

Fund dividends and distributions are taxable to most investors (unless
your investment is in an IRA or other tax-advantaged account). The tax
status of any distribution is the same regardless of how long you have been
in the Fund and whether you reinvest your distributions or take them in
cash. In general, distributions are taxable as follows:

TAXABILITY OF DISTRIBUTIONS:

TYPE OF DISTRIBUTION TAX RATE FOR 15% TAX RATE FOR 28% BRACKET
BRACKET OR ABOVE
___________________________ ______________________ __________________________

Income Dividends Ordinary Income Rate Ordinary Income Rate

Short Term Capital Gains Ordinary Income Rate Ordinary Income Rate

Long Term Capital Gains 10% 20%

Because everyone's tax situation is unique, always consult your tax
professional about federal, state and local tax consequences.

TAXES ON TRANSACTIONS:

Any sale of Fund shares may generate a tax liability. Tax-deferred
accounts do not generate a tax liability unless you are taking a
distribution or making a withdrawal.

The table above can provide a guide for your potential tax liability
when selling or exchanging fund shares. "Short-term capital gains" applies
to Fund shares sold up to 12 months after buying them. "Long term capital
gains" applies to Fund shares held for more than 12 months.

HOW TO OBTAIN MORE
INFORMATION

The Statement of Additional
Information ("SAI") contains
additional information about
the Fund including a more ADVISER
detailed discussion of its -------
investment policies and the
risks associated with various Henssler Asset Management, LLC
investments. The SAI is 1281 Kennestone Circle, Suite 100
incorporated by reference Marietta, Georgia 30066
into this prospectus. This
means that the SAI is legally
a part of this prospectus. DISTRIBUTOR
-----------
Additional information about
the Fund's investments is Declaration Distributors, Inc.
available in the Fund's annual 555 North Lane, Suite 6160
and semi-annual reports to Conshohocken, PA 19428
shareholders. In the Fund's
annual report, you will find a CUSTODIAN
discussion of the market ---------
conditions and investment
strategies that significantly FirStar Bank, N.A.
affected the Fund's performance FirStar Bank Center
during its last fiscal year. 425 Walnut Street
Cincinnati, Ohio 45202
You can obtain a copy of the
Fund's SAI, or the Fund's TRANSFER, REDEMPTION, AND
annual or semi-annual report DIVIDEND DISBURSING AGENT
to shareholders by request and -------------------------
without charge by contacting the
Fund at 1-800-936-FUND (3863) Declaration Service Company
or in writing to The Henssler 555 North Lane, Suite 6160
Equity Fund, c/o Declaration Conshohocken, PA 19428
Service Company, Post Office Box
844, Conshohocken, PA 19428-0844. INDEPENDENT ACCOUNTANTS
-----------------------
You can also obtain these documents,
and other information about the Fund McCurdy & Associates CPA's, Inc.
from the SEC's website at 27955 Clemens Road
http://www.sec.gov. You may review Westlake, Ohio 44145
and copy documents at the SEC Public
Reference Room in Washington, D.C. LEGAL COUNSEL
(1-800-SEC-0330). You may request -------------
documents by mail from the SEC by
writing to Securities and Exchange Kilpatrick Stockton LLP
Commission, Public Reference 1100 Peachtree Street
Section, Washington, D.C. 20549-6009. Suite 2800
The SEC will charge a duplicating fee Atlanta, Georgia 30309
for any requested materials.

<PAGE>
<PAGE>
STATEMENT OF ADDITIONAL INFORMATION

August 31, 1999

THE HENSSLER EQUITY FUND
of
THE HENSSLER FUNDS, INC.
1281 Kennestone Circle, Suite 100
Marietta, Georgia 30066
Telephone No. (770) 429-9166

_______________

The Henssler Equity Fund is a portfolio of The Henssler Funds, Inc.
("Henssler"), a no-load, open-end diversified management investment company.
The investment objective is to seek growth of capital. The Fund seeks to
achieve its objective by investing in securities listed on a national or
foreign securities exchange or quoted in the National Association of Securities
Dealers Automated Quotation ("NASDAQ") National Market System.

This Statement of Additional Information of Henssler is not a
prospectus and should be read in conjunction with Henssler's Prospectus,
dated August 31, 1999 (the "Prospectus"), which has been filed with the
Securities and Exchange Commission and is available free of charge by
writing to The Henssler Funds, Inc. c/o Declaration Service Company, P.O.
Box 844, Conshohocken, PA 19428-0844, or by telephoning 1-800-936-3863.
This Statement of Additional Information has been incorporated by reference
into the Prospectus.

B-1

<PAGE>
<PAGE>
TABLE OF CONTENTS

Page No.

THE FUND. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

INVESTMENT OBJECTIVES, POLICIES AND RISK CONSIDERATIONS . . . . . . . . . 4

Investments in Common Stock . . . . . . . . . . . . . . . . . . . . 5
Investments in Small Companies . . . . . . . . . . . . . . . . . . . 5
Investments in Sectors . . . . . . . . . . . . . . . . . . . . . . . 6
Investments in Foreign Securities . . . . . . . . . . . . . . . . . 6
Low Portfolio Turnover . . . . . . . . . . . . . . . . . . . . . . . 7
Investment in Fixed Income Securities . . . . . . . . . . . . . . . 7
Repurchase Agreements . . . . . . . . . . . . . . . . . . . . . . . 8

INVESTMENT RESTRICTIONS . . . . . . . . . . . . . . . . . . . . . . . . . 8

MANAGEMENT OF THE FUND . . . . . . . . . . . . . . . . . . . . . . . . . 11

ADVISORY AND ADMINISTRATION ARRANGEMENTS. . . . . . . . . . . . . . . . . 13

Advisory and Operational Service Agreements . . . . . . . . . . . . 13
Duration and Termination . . . . . . . . . . . . . . . . . . . . . . 13

PORTFOLIO TRANSACTIONS AND BROKERAGE ALLOCATION . . . . . . . . . . . . . 14
General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Research Services . . . . . . . . . . . . . . . . . . . . . . . . . 14
Over-the-Counter Transactions . . . . . . . . . . . . . . . . . . . 14
Political Conflicts . . . . . . . . . . . . . . . . . . . . . . . . 15

DETERMINATION OF NET ASSET VALUE . . . . . . . . . . . . . . . . . . . . 15

PURCHASE OF SHARES . . . . . . . . . . . . . . . . . . . . . . . . . . . 16

Purchase by Exchange of Securities . . . . . . . . . . . . . . . . . 17

THE DISTRIBUTOR . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18

REDEMPTION OF SHARES. . . . . . . . . . . . . . . . . . . . . . . . . . . 18

SHAREHOLDER SERVICES. . . . . . . . . . . . . . . . . . . . . . . . . . . 20

Investment Account . . . . . . . . . . . . . . . . . . . . . . . . . 20
Reinvestment of Dividends and Capital Gains Distribution . . . . . . 20

DIVIDENDS, DISTRIBUTIONS AND TAXES. . . . . . . . . . . . . . . . . . . . 21

B-2

Dividends and Distributions . . . . . . . . . . . . . . . . . . . . 21
Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21

PERFORMANCE INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . 23

GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . 25

Description of Shares . . . . . . . . . . . . . . . . . . . . . . . 25
Principal Shareholders . . . . . . . . . . . . . . . . . . . . . . . 25
Independent Accountants . . . . . . . . . . . . . . . . . . . . . . 26
Custodian . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
Transfer, Redemption, And Dividend Disbursing Agent . . . . . . . . 26
Legal Counsel . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
Reports To Shareholders . . . . . . . . . . . . . . . . . . . . . . 26
Additional Information . . . . . . . . . . . . . . . . . . . . . . . 26

B-3

<PAGE>
<PAGE>
THE FUND

The Henssler Equity Fund (the "Fund") is the only portfolio of The
Henssler Funds, Inc. ("Henssler"), a no-load, open-end diversified
management investment company incorporated under the laws of the State of
Maryland on February 12, 1998.

Henssler's address is 1281 Kennestone Circle, Suite 100, Marietta,
Georgia 30066, and its telephone number is (770) 429-9166.

INVESTMENT OBJECTIVES, POLICIES AND RISK CONSIDERATIONS

Reference is made to "The Fund in Detail" in the Prospectus for a
discussion of the investment strategy, objectives, policies and risks of the
Fund. Set forth below is certain further information relating to the Fund
generally.

The Fund seeks to invest in companies with undervalued assets, strong
balance sheet characteristics and financial foundations, high earnings
expectations, quality management and potential for future growth. Factors
deemed important by the Adviser in selecting securities of such companies
include, but are not limited to, price, price history, and price-to-earnings
ratio. The Fund's investments may include small, medium, or large
capitalization companies, and a typical initial purchase of an issuer's
securities may involve one to five percent (1-5%) of the Fund's total
assets.

Under normal circumstances, the Fund anticipates that over 90% of its
assets will be invested in a portfolio of common stocks. Any assets not
invested in equity securities will be invested in cash and cash equivalents,
U.S. Government securities, money market instruments, and certain other
fixed income securities to meet the Fund's liquidity needs and may be so
invested, in extraordinary circumstances, to attempt to protect against
significant down cycles in the stock market. The Fund may invest in
securities of other investment companies, subject to the limits and
restrictions contained in, and the rules and regulations promulgated under,
the Investment Company Act of 1940. In the event that the Fund invests in
other investment companies, such investments would be for cash management
purposes.

The Fund is diversified, which means that the Fund may not, as to 75%
of its assets, purchase securities of any one issuer, other than securities
issued or guaranteed by the United States government, if immediately after

B-4

<PAGE>
<PAGE>
such purchase more than 5% of the Fund's total assets would be invested in
securities of such issuer or the Fund would own 10% or more of the
outstanding voting securities of such issuer. The Fund will not invest more
than 25% of its assets in a particular industry sector. The Fund will not
purchase securities on margin, but it may obtain such short-term credit from
banks as may be necessary for the clearance of purchases and sales of
securities.

INVESTMENTS IN COMMON STOCK. Because the Fund invests primarily in common
stocks, shares of the Fund will be subject to market risk, i.e., the
possibility that stock prices could decline over short or even extended
periods. The stock market tends to be cyclical, with periods when the
prices of stocks generally rise and periods when they generally decline.
Historically, the market has been characterized by volatility in the short
run and growth in the long run. The Fund is intended to be a long-term
investment vehicle and should not be used to meet short-term needs.

INVESTMENTS IN SMALL COMPANIES. Although the Fund invests in companies of
all sizes, i.e. large (annual revenues generally over $5 billion), medium
(annual revenues generally between $1 billion and $5 billion), and small
(annual revenues generally under $1 billion), there may be times when the
Fund is significantly invested in small companies. Smaller growth companies
may offer greater potential for capital appreciation than larger companies,
particularly because they often have new products, methods or technologies,
or may respond to changes in industry conditions due to regulatory or other
developments more rapidly than their larger competitors. In addition,
because they may be followed by fewer stock analysts and less information
may be available on which to base stock price evaluations, the market may
overlook favorable trends in particular smaller growth companies, and then
adjust its valuation more quickly once investor interest increases. Smaller
growth companies may also be more subject to a valuation catalyst (such as
acquisition or disposition efforts or changes in management) than larger
companies.

On the other hand, the smaller companies in which the Fund may invest
may have relatively small revenues or market share for their products or
services, their businesses may be limited to regional markets, or they may
provide goods or services for a limited market. For example, they may be
developing or marketing new products or services for which markets are not
yet established and may never become established or may have or develop only
a regional market for product or services and thus be affected by local or
regional market conditions. In addition, small companies may lack depth of
management or they may be unable to generate funds necessary for growth or
potential development, either internally or through external financing on
favorable terms. Such companies may also be insignificant in their
industries and become subject to intense competition from larger companies.

Due to these and other factors, small companies may suffer significant
losses or realize substantial growth; therefore, investments in such
companies tend to be volatile and are more speculative.

B-5

INVESTMENTS IN SECTORS. Although the Fund anticipates that, under normal
circumstances, its investments will be diversified across all equity market
sectors, the Fund is permitted to invest up to 25% of its assets in a
particular industry sector. Sector markets, like the national economy as a
whole, tend to be cyclical. Significant product development or regulatory
change in a particular sector may rapidly result in a substantial upswing in
that sector's sales and profits and corresponding increases in the stock
prices of the sector's companies. By investing a substantial percentage of
the Fund's assets in a particular sector, the Adviser will attempt to
capitalize on the strength of that sector and the growth of that industry in
relation to other sectors of the overall economy.

On the other hand, investments in a particular sector are also volatile
in response to unanticipated negative changes in the sector's economy. For
example, unexpected declines in demand, regulatory changes, or shortages of
materials, skilled employees or growth capital may negatively affect an
industry sector without affecting the overall economy. If the Fund is
substantially invested in a particular sector which experiences an
unanticipated decline, the Fund's performance may suffer accordingly.

INVESTMENTS IN FOREIGN SECURITIES. The Adviser may invest up to 20% of the
Fund's assets in equity securities that are issued by foreign issuers and
are traded in the United States and in American Depository Receipts of
foreign companies. By doing so, the Adviser attempts to take advantage of
differences between economic trends and the performance of securities
markets in various countries. The Adviser believes that it may be possible
to obtain significant appreciation from a portfolio consisting, in part, of
foreign investments and also achieve increased diversification. Increased
diversification is gained by combining securities from various countries
that offer different investment opportunities and are affected by different
economic trends.

Generally, investments in securities of foreign companies, except
Canadian companies, involve greater risks than are present in domestic
investments. Canadian securities are not considered by the Adviser to have
the same risks as other nations' securities because Canadian and U.S.
companies are generally subject to similar auditing and accounting
procedures and similar governmental supervision and regulation. Also,
Canadian securities are normally more liquid than other non-U.S. securities.
Compared to U.S. and Canadian companies, there is generally less publicly
available information about foreign companies and there may be less
governmental regulation and supervision of foreign stock exchanges, brokers
and listed companies.

In addition, investing in foreign securities also involves the
following considerations comprising both risks and opportunities not
typically associated with investing in U.S. securities: fluctuations in
exchange rates of foreign currencies; possible imposition of exchange
control regulation or currency restrictions that would prevent cash from
being brought back to the U.S.; lack of uniform accounting, auditing, and
financial reporting standards; lack of uniform settlement periods and
trading practices; less liquidity and frequently greater price volatility in

B-6

<PAGE>
<PAGE>
foreign markets than in the U.S.; possible expropriation or nationalization
of assets; and possible imposition of foreign taxes. Furthermore, the U.S.
government has from time to time in the past imposed restrictions, through
taxation and otherwise, on foreign investments by U.S. investors such as the
Fund.

To the extent portfolio securities are denominated in foreign
currencies, the value of the assets of the Fund as measured in U.S. dollars
may be affected favorably or unfavorably by changes in foreign currency
exchange rates and exchange control regulations. Although the Fund values
its assets daily in terms of U.S. dollars, it does not intend to convert its
holdings of foreign securities into U.S. dollars on a daily basis.

As one way of managing foreign currency exchange rate risk, the Fund
may enter into forward foreign currency exchange contracts (i.e., purchasing
or selling foreign currencies at a future date). These contracts are
usually entered into in order to fix the U.S. dollar value of a security
which the Fund has agreed to buy or sell, but which will not settle until
some time in the future. These contracts may also be used to hedge the U.S.
dollar value of a security already owned by the Fund (position hedging),
particularly if a decrease in the value of the currency in which the foreign
security is denominated is expected. This method of protecting the value of
the Fund's securities against a decline in the value of a currency does not
eliminate fluctuations in the underlying prices of the securities, but it
does establish a rate of exchange which the Fund may rely upon at a
predetermined future point in time.

The Adviser seeks to benefit the Fund when using forward contracts,
although the Adviser may not be able to project precisely the future
exchange rates between foreign currencies and the U.S. dollar. The Fund may
therefore, incur a gain or a loss on a forward contract. A forward contract
may help reduce the Fund's losses on a security when a foreign currency's
value decreases but it may likewise reduce the potential gain on a security
if the foreign currency's value increases.

PORTFOLIO TURNOVER. Due to the Fund's long-term investment style, the Fund
anticipates that portfolio turnover will not exceed 100% per year. Portfolio
turnover results from a change of the securities held by the Fund and
involves expenses to the Fund in the form of brokerage commissions and other
transaction costs. Portfolio turnover may also have an impact on the amount
of taxable distributions to shareholders. Although the rate of portfolio
turnover will not be a limiting factor when the Adviser deems change
appropriate and in the best interest of the Fund's shareholders, the
relatively low turnover rate anticipated in the Fund may benefit the Fund
and its shareholders in the form of lower capital expenses and lower taxable
distributions.

INVESTMENT IN FIXED INCOME SECURITIES. Under normal circumstances, the Fund
anticipates that substantially all of its assets (ordinarily 90% or more)
will be invested in equity securities. Any assets not invested in equity
securities will be invested in cash and certain cash equivalents, money
market instruments, U.S. Government securities and certain other fixed
income securities for liquidity needs or may be so invested, in
extraordinary circumstances, as a defensive position due to uncertainties in

B-7

the stock market. The Fund will limit its investments in corporate bonds
and notes to those which are considered investment grade (generally, bonds
and notes that have received a rating from Standard & Poor's Corporation of
"BBB" or better or from Moody's Investors Service, Inc. of "Baa" or better)
at the time of their purchase. For further information regarding Standard &
Poor's and Moody's ratings for corporate bonds and notes, see Appendix A to
this Statement of Additional Information.

The Fund's investments in fixed income securities will generally be
subject to both credit risk and market risk. Credit risk relates to the
ability of the issuer to meet interest or principal payments as they become
due. Market risk relates to the fact that market values of fixed income
securities generally will be affected by changes in the level of interest
rates. Generally, as interest rates rise, the market value of fixed income
securities will fall. Conversely, as interest rates fall, the market value
of fixed income securities will rise. In addition, yields and market values
of lower-rated securities tend to fluctuate more than highly-rated
securities. The risks of greater fluctuations in yield and value occur
because investors generally perceive issuers of lower rated securities to be
less creditworthy. Fluctuations in market value do not affect the interest
income from the securities, but are reflected in the Fund's net asset value.

REPURCHASE AGREEMENTS. The Fund may enter into repurchase agreements with
"primary dealers" in U.S. government securities and member banks of the
Federal Reserve System which furnish collateral equal in value or market
price to at least 102% of the amount of their repurchase obligation. In a
repurchase agreement, the Fund purchases a security from a seller which
undertakes to repurchase the security at a specified resale price on an
agreed future date (ordinarily a week or less). The resale price generally
exceeds the purchase price by an amount which reflects an agreed-upon market
interest rate for the term of the repurchase agreement. The principal risk
is that, if the seller defaults, the Fund might suffer a loss to the extent
that the proceeds from the sale of the underlying securities and other
collateral held by the Fund in connection with the related repurchase
agreement are less than the repurchase price. Repurchase agreements
maturing in more than seven days are considered by the Fund to be illiquid.

INVESTMENT RESTRICTIONS

The Fund has adopted the following restrictions and policies relating
to the investment of its assets and its activities, which are fundamental
policies and may not be changed without the approval of the holders of a
majority of the Fund's outstanding voting securities (which for this purpose
and under the Investment Company Act of 1940 means the lesser of (i) 67% of
the shares represented at a meeting at which more than 50% of the
outstanding shares are represented or (ii) more than 50% of the outstanding
shares).

Any investment restriction which involves a maximum percentage of
securities or assets shall not be considered to be violated unless an excess
over the percentage occurs immediately after, and is caused by, an
acquisition of securities or assets of, or borrowings by, the Fund.

B-8

<PAGE>
<PAGE>
The Fund may not:

1. As to 75% of its total assets, purchase securities of any one
issuer, other than those issued or guaranteed by the United States
government, if immediately after such purchase more than 5% of the Fund's
total assets would be invested in securities of such issuer or the Fund
would own 10% or more of the outstanding voting securities of such issuer.

2. Invest 25% or more of its total assets in the securities of
issuers in any particular Standard & Poor's 500 industry sector.

3. The Fund may not issue senior securities, except as permitted
under the Investment Company Act of 1940.

4. Make investments for the purpose of exercising control or
management.

5. Purchase or sell real estate or interests in real estate,
including real estate limited partnerships; PROVIDED, HOWEVER, that the Fund
may invest in securities secured by real estate or interests therein or
issued by companies, including real estate investment trusts, which invest
in real estate or interests therein.

6. Purchase or sell commodities or commodity contracts, including
future contracts, provided however that the Fund may enter into foreign
currency exchange contracts as described above under "Investments in Foreign
Securities."

7. Purchase any securities on margin, except that the Fund may obtain
such short-term credit as may be necessary for the clearance of purchases
and sales of portfolio securities.

8. Make loans to other persons; PROVIDED, HOWEVER, that, for purposes
of this restriction, the term "loan" does not include the purchase of an
issue of publicly distributed bonds or debentures, government obligations,
certificates of deposit, bankers' acceptances or repurchase agreements.

9. Borrow amounts in excess of 10% of its total assets, taken at
market value, and then only from banks as a temporary measure for
extraordinary or emergency purposes such as the redemption of Fund shares.

10. Mortgage, pledge, hypothecate or in any manner transfer, as
security for indebtedness, any securities owned or held by the Fund except
as may be necessary in connection with borrowings mentioned in (9) above,
and then such mortgaging, pledging or hypothecating may not exceed 10% of
the Fund's total assets, taken at market value.

B-9

<PAGE>
<PAGE>
11. Invest more than 10% of the Fund's total assets in securities for
which there are legal or contractual restrictions on resale, securities
which are not readily marketable, securities of foreign issuers which are
not listed on a recognized domestic or foreign securities exchange, or other
illiquid securities.

12. Underwrite securities of other issuers except insofar as the Fund
may be deemed an underwriter under the Securities Act of 1933 in selling
portfolio securities.

13. Write, purchase or sell puts, calls or combinations thereof.

14. Purchase or sell interests in oil, gas or other mineral
exploration or development programs or leases; PROVIDED, HOWEVER, that the
Fund may purchase or sell securities of entities which invest in such
programs.

B-10

MANAGEMENT OF THE FUND

Reference is made to "Management of the Fund" in the Prospectus. Set
forth below is further information about the Fund's management.

BOARD OF DIRECTORS. The Fund is governed by a Board of Directors which
is responsible for protecting the interests of the Fund's shareholders. The
members of the Board of Directors are experienced executives who meet
throughout the year to oversee the Fund's activities, review the Fund's
contractual relationships with service providers, and review the performance
of the Fund. A majority of the Fund's directors are not affiliated with the
Adviser.

MANAGEMENT AGREEMENTS. Henssler Asset Management, LLC (the "Adviser")
has entered into an Investment Advisory Agreement (the "Advisory Agreement")
with the Fund to provide investment management services to the Fund. In
addition, the Adviser has entered into an Operating Services Agreement (the
"Services Agreement") with the Fund to provide virtually all day-to-day
operational services to the Fund. As is further explained below, the
combined effect of the Advisory Agreement and the Services Agreement is to
place a cap or ceiling on the Fund's ordinary operating expenses at 1.20% of
daily net asset value of the Fund, excepting brokerage, interest, taxes,
litigation, and other extraordinary expenses.

The Adviser was organized in February 1998 by its only owners, Gene W.
Henssler, Ph.D., and Patricia T. Henssler. The Adviser is an affiliate of
G.W. Henssler & Associates, Ltd. ("Henssler & Associates"), an investment
manager wholly-owned by Dr. Henssler which has provided investment advisory
services to corporations, individual investors, and institutional investors
since its inception in 1987. Henssler & Associates has approximately $400
million under private account management, with an additional $200 million
under advisement. The Adviser's offices are located at 1281 Kennestone
Circle, Suite 100, Marietta, Georgia 30066.

The Board of Directors is responsible for the overall management of the
Fund, including general supervision of its investment activities. The
officers, who administer the Fund's daily operations, are appointed by the
Board of Directors. The current Directors and principal officers of the
Fund, their addresses, and their principal occupations for the past five
years are set forth below. "Interested" directors, as defined by the 1940
Act, are designated by an asterisk.

B-11

Positions Principal Occupations
Name and Address (Age) with Registrant During the Past 5 Years
____________________________________________________________________________________________________
<S> <C> <S>
*Gene W. Henssler (59) Director, President President, G.W. Henssler
1281 Kennestone Circle & Associates, Ltd.
Suite 100
Marietta, Georgia 30066

*Patricia T. Henssler (44) Director, Executive Treasurer, G.W. Henssler
1281 Kennestone Circle Vice President, & Associates, Ltd.; Patricia T.
Suite 100 Treasurer, Secretary Henssler, CPA
Marietta, GA 30066

Kenneth M. Davies (59) Director Principal, Kenneth M. Davies, P.C.
1675 Penobscot Building
Detroit, MI 48226

Ladd M. Kochmann, DBA (54) Director Professor of Finance - Kennesaw
Kennesaw State University State University
1000 Chastain Road
Kennesaw, GA 30144-5591

Mr. James L. Brookover (48) Director Portfolio Manager, Reams Asset
4725 Stonebridge Court Management
Columbus, IN 47201

Mr. Ted L. Parrish (26) Vice President Principal, G.W.
1281 Kennestone Circle Henssler & Associates, Ltd.
Suite 100
Marietta, GA 30066

Mr. William G. Lako, Jr. (28) Vice President Principal, G.W.
1281 Kennestone Circle Henssler & Associates, Ltd.
Suite 100
Marietta, GA 30066

Mr. Scott L. Keller (33) Vice President Principal, G.W. Henssler &
1281 Kennestone Circle Associates, Ltd.; Vice President, The
Suite 100 Fuji Bank, Ltd.
Marietta, GA 30066
</TABLE>

B-12

The Fund pays each Director who is not affiliated with the Adviser an
annual fee of $2,500 per year plus $100 per meeting attended, together with
such directors' actual out-of-pocket expenses relating to attendance at
meetings. The $2,500 annual fee is payable in four equal quarterly
installments and is paid as of the date of each quarterly Board meeting.
During the fiscal year ended April 30, 1999, each Director was paid
$________ by the Fund.

ADVISORY AND ADMINISTRATION ARRANGEMENTS

Reference is made to "Management of the Fund--Management Arrangements"
in the Prospectus for certain information concerning the management and
Advisory arrangements of the Fund.

ADVISORY AND OPERATIONAL SERVICE AGREEMENTS. Henssler Asset Management, LLC
(the "Adviser") has entered into an Investment Advisory Agreement (the
"Advisory Agreement") with the Fund to provide investment management
services to the Fund. In addition to the Advisory Agreement, the Adviser
has entered into an Administrative Services Agreement (the "Services
Agreement") with the Fund to provide, or make arrangements for the provision
of, virtually all day-to-day operational services to the Fund.

The Adviser is an affiliate of G.W. Henssler & Associates, an
investment manager described above. Henssler & Associates and the Adviser
are under the common control of Gene W. Henssler, Ph.D. Some of the
Adviser's officers also serve as officers of Henssler & Associates.

As explained in the Prospectus, the terms of the Advisory Agreement and
the Services Agreement empower the Adviser, subject to the Board of
Directors of the Fund, to manage the Fund's assets and provide or arrange
for the provision of operational and other administrative services for the
day-to-day operation of the Fund. The combined effect of the Advisory
Agreement and the Services Agreement is to place a cap or ceiling on the
total expenses of the Fund, excepting brokerage interest, taxes, litigation,
and other extraordinary expenses, at an annual rate of 1.20% of the daily
net asset value of the Fund.

The Adviser has entered into several agreements with third party
providers to provide, among other services, accounting, administrative,
dividend disbursing, transfer agent, registrar, custodial, distribution,
shareholder reporting, sub-accounting and recordkeeping services to the
Fund.

During the fiscal year ended April 30, 1999, the Fund paid the Adviser
$___________ for its services under the Advisory Agreement and $__________
for its services under the Services Agreement.

DURATION AND TERMINATION. Unless earlier terminated as described above, the
Advisory Agreement will remain in effect until May 1, 2000, and thereafter
from year to year if approved annually (a) by the Board of Directors of the

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<PAGE>
Fund or by a majority of the outstanding shares of the Fund; and (b) by a
majority of the Directors who are not parties to such contract or interested
persons (as defined in the Investment Company Act of 1940) of any such
party. Such contract terminates automatically upon assignment and may be
terminated without penalty on 60 days written notice at the option of either
party thereto or by the vote of the shareholders of the Fund.

PORTFOLIO TRANSACTIONS AND BROKERAGE ALLOCATION

Subject to the policies established by the Board of Directors of the
Fund, the Adviser is responsible for the Fund's portfolio decisions, the
placing of the Fund's portfolio transactions and the negotiation of the
commissions to be paid on such transactions. In executing such
transactions, the Adviser will use its best efforts to obtain the execution
of portfolio transactions at prices which are advantageous to the Fund and
involving commission rates which are reasonable in relation to the value of
the transaction.

GENERAL. The Fund has no obligation to deal with any broker or dealer in
the execution of transactions for its portfolio securities. The Adviser
will select brokers or dealers taking into account such factors as price
(including the commission or spread), size of order, difficulty of execution
and operational facilities of the firm involved and the firm's risk in
positioning a block of securities. The Adviser will also consider the
research services which the broker or dealer has provided to the Adviser
relating to the security involved in the transaction and/or to other
securities. Consistent with the Code of Conduct of the NASD and such other
policies as the Board of Directors may determine, the Fund may consider
sales of shares of the Fund as a factor in the selection of brokers or
dealers to execute portfolio transactions for the Fund. During the fiscal
year ended April 30, 1999, the Fund paid $____________ in brokerage fees.

RESEARCH SERVICES. Under Section 28(e) of the Securities Exchange Act of
1934 and its Advisory Agreement with the Fund, the Adviser is authorized to
pay a brokerage commission in excess of that which another broker might have
charged for effecting the same transaction, in recognition of the value of
brokerage and/or research services provided by the broker. These research
and investment information services make available to the Adviser for its
analysis and consideration the views and information of individuals and
research staffs of other securities firms. These services may be useful to
the Adviser in connection with Advisory clients other than the Fund and not
all such services may be useful to the Adviser in connection with the Fund.
Although such information may be a useful supplement to the Adviser's own
investment information in rendering services to the Fund, the value of such
research and services is not expected to reduce materially the expenses of
the Adviser in the performance of its services under the Advisory Agreement
and will not reduce the management fees payable to the Adviser by the Fund.

OVER-THE-COUNTER TRANSACTIONS. The Fund may invest in securities traded in
the over-the-counter market. Transactions in the over-the-counter market
are generally principal transactions with dealers and the costs of such

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<PAGE>
transactions involve dealer spreads rather than brokerage commissions. The
Fund, where possible, deals directly with the dealers who make a market in
the securities involved except in those circumstances where better prices
and execution are available elsewhere. When a transaction involves exchange
listed securities, the Adviser considers the advisability of effecting the
transaction with a broker which is not a member of the securities exchange
on which the security to be purchased is listed (i.e., a third market
transaction) or effecting the transaction in the institutional or fourth
market.

POTENTIAL CONFLICTS. The Fund may have investment objectives and strategies
similar to those of other clients of the Adviser. Accordingly, securities
held by the Fund may also be held by other clients of the Adviser and the
Adviser may find it desirable to purchase or sell the same security for the
Fund and another client of the Adviser at the same time. Similarly, due to
differing investment objectives or strategies, the Adviser may find it
desirable to purchase a security for the Fund at the same time that the
Adviser wishes to sell the security for another of the Adviser's clients, or
vice versa. In either of the foregoing circumstances, transactions in the
securities will be made, insofar as feasible, for the Fund and the Adviser's
other clients in a manner deemed equitable to all.

DETERMINATION OF NET ASSET VALUE

The net asset value of the shares of the Fund is determined as of 4:00
P.M. on each day during which The New York Stock Exchange is open for
trading. The New York Stock Exchange is not open on New Year's Day, Martin
Luther King, Jr. Day, Presidents' Day, Good Friday, Memorial Day,
Independence Day, Labor Day, Thanksgiving Day and Christmas Day. The Fund
will also determine its net asset value once daily on each day (other than a
day during which no shares were tendered for redemption and no order to
purchase or sell shares was received by the Fund) in which there is
sufficient trading in its portfolio securities that the net asset value
might be materially affected. The net asset value per share is computed by
dividing the sum of the value of the securities held by the Fund plus any
cash or other assets (including interest and dividends accrued but not yet
received) minus all liabilities (including accrued expenses) by the total
number of shares outstanding at such time, rounded to the nearest cent.
Expenses, including the management fee payable to the Adviser, are accrued
daily.

Equity securities listed or traded on a national securities exchange or
quoted on the over-the-counter market are valued at the last sale price on
the day the valuation is made or, if no sale is reported, at the last bid
price. Valuations of fixed income securities are supplied by independent
pricing services approved by Henssler's Board of Directors. Money market
securities with a remaining maturity of 60 days or less are valued on an
amortized cost basis if their original term to maturity from the date of
purchase was 60 days or less, or by amortizing their value on the 61st day
prior to maturity, if their term to maturity from the date of purchase
exceeded 60 days, unless the Board of Directors determines that such
valuation does not represent fair value. Other assets and securities for

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<PAGE>
which market quotations are not readily available are valued at fair value
as determined in good faith by or under the direction of Henssler's Board of
Directors.

PURCHASE OF SHARES

Reference is made to "How to Purchase Shares" in the Prospectus. Set
forth below is further information about the purchase of shares of the Fund.

Shares of the Fund are continuously offered at net asset value, and the
Fund does not impose any sales charges on purchases of Fund shares. The
minimum initial investment in the Fund is generally $2,000 and the minimum
subsequent investment is $200. The minimum initial investment for an
Individual Retirement Account ("IRA"), other tax-deferred retirement
account, including accounts with plans administered under Sections 401(k)
and 403(b) of the Internal Revenue Code, or an account under the Uniform
Gift to Minors Act for is $1,000, with minimum subsequent investments of
$100. The Fund will waive minimum investment requirements for any automatic
investment plan of $100 or more per month.

Orders for the purchase of shares of the Fund placed directly to the
Fund's transfer agent, Declaration Service Company (the "Transfer Agent") by
an investor are executed at their next determined net asset value after
receipt by the Transfer Agent. Orders for the purchase of shares of the
Fund placed through brokers are executed at their next determined net asset
value after receipt by the broker. Shares are eligible to receive dividends
the day they are purchased. For further information regarding net asset
value, see "Additional Information-Determination of Net Asset Value." The
Fund reserves the right to reject any order for the purchase of its shares
in whole or in part.

For initial and subsequent investments, shares of the Fund may be
purchased by sending a check payable to "The Henssler Equity Fund," together
with a completed Application to:

Regular Mail: For Overnight Delivery:

The Henssler Equity Fund The Henssler Equity Fund
c/o Declaration Service Company c/o Declaration Service Company
P.O. Box 844 555 North Lane, Suite 6160
Conshohocken, PA 19428-0844 Conshohocken, PA 19428-0844

Shareholders should be aware that purchases and redemptions mailed to the
Fund at its address in Georgia will not be effected until received by the
Transfer Agent at the address listed above. Investments in the Fund may also
be made through brokerage firms and institutions. However, investors who
place their orders through a broker-dealer may be charged a fee for the
broker-dealer's services. No such charge will be paid by an investor who
purchases Fund shares directly from the Fund as described above.

B-16

INDIVIDUAL RETIREMENT ACCOUNTS. If you are interested in investing your
Individual Retirement Account ("IRA") or Roth IRA in the Fund, you may
establish an IRA, IRA Rollover Account, Roth IRA, or Roth IRA Rollover
Account in the Fund. Please call the Fund at 1-800-936-3863 to request
an IRA investment package. You may also call a broker-dealer for more
information regarding the establishment of an IRA account in the Fund.

AUTOMATIC INVESTMENT PLANS. If you are interested in setting up an
Automatic Investment Plan to invest a specific amount of money in the Fund
on a regular basis, you may complete the appropriate section of the Account
Application to authorize the Transfer Agent to automatically debit your bank
account accordingly. Debits must be made in amounts of $100 or more and may
be made once per month on the 15th or last business day of the month. If
the 15th falls on a weekend or holiday, the account will be debited on the
previous business day. Requests to modify or discontinue an Automatic
Investment Plan must be received in writing fifteen (15) days prior to the
next scheduled debit date. Please call the Fund at 1-800-936-3863 to
inquire about the Automatic Investment Plan.

WRITTEN SHAREHOLDER INQUIRIES. Written shareholder inquiries may be directed
to the Fund's Transfer Agent at The Henssler Equity Fund, c/o Declaration
Service Company, P.O. Box 844, Conshohocken, PA 19428-0844, or by telephone
by calling 1-800-936-3863.

PURCHASE BY EXCHANGE OF SECURITIES. The Board of Directors of Henssler has
determined that it is in the best interest of the Fund to offer its shares,
in lieu of cash payment, for securities approved by the Adviser to be
purchased by the Fund. This will enable an investor to purchase shares of
the Fund by exchanging securities owned by the investor for shares of the
Fund. The Directors believe that such a transaction can benefit the Fund by
allowing it to acquire securities for its portfolio without paying brokerage
commissions. For the same reason, the transaction may also be beneficial to
investors. Securities will be exchanged for shares of the Fund in the
absolute discretion of the Adviser. Cash equivalent securities may be
contributed to the Fund in accordance with the wishes of the investor and
the consent of the Adviser. The exchange of securities in an investor's

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<PAGE>
portfolio for shares of the Fund is treated for federal income tax purposes
as a sale of such securities and the investor may, therefore, realize a
taxable gain or loss.

The Fund shall not enter into such transactions, however, unless the
securities to be exchanged for Fund shares are securities whose values are
readily ascertainable and are readily marketable, comply with the investment
policies of the Fund, are of the type and quality which would normally be
purchased for the Fund's portfolio, are securities which the Fund would
otherwise purchase, and are acquired for investment and not for immediate
resale. The value of the Fund's shares used to purchase portfolio
securities as stated herein will be determined at such time as the Fund next
determines its net asset value. Such securities will be valued in
accordance with the same procedure used in valuing the Fund's portfolio
securities. See "Additional Information - Determination of Net Asset
Value." If you wish to acquire the Fund's shares in exchange for securities
you should contact Declaration Service Company at the address or telephone
number shown on the back page of the Prospectus. The Board of Directors of
Henssler reserves the right to terminate this privilege at any time.

THE DISTRIBUTOR

The Adviser has entered into a Distribution Agreement on the Fund's
behalf with Declaration Distributors, Inc. (the "Distributor"). Under the
Agreement, the Distributor will provide distribution and distribution
services to the Fund in exchange for a fee to be paid by the Adviser and
reimbursement by the Adviser of the Distributor's out of pocket expenses
incurred in connection with the provision of the foregoing.

The Distribution Agreement has an initial term of one year and will
remain in effect from year to year thereafter, but only so long as such
continuance is approved at least annually by a vote of Henssler's Board of
Directors or by vote of a majority of the outstanding voting securities of
the Fund and of the Directors who, except for their positions as Directors,
are not "interested persons" of Henssler (as defined in the Investment
Company Act). In addition, in the Distribution Agreement, either party may
terminate the Distribution Agreement upon 60 days written notice to the
other party. The Distribution Agreement terminates automatically if
"assigned" (as defined in the Investment Company Act). The Distribution
Agreement is subject to the same renewal requirements and termination
provisions as the Advisory Agreement described under "Management of the Fund
- - Management Arrangements."

REDEMPTION OF SHARES

Reference is made to "How to Redeem Shares" in the Prospectus for
certain information as to the redemption of shares of the Fund.

REDEMPTION BY MAIL OR TELEPHONE. Shares may be redeemed in writing or by
telephone. If the shareholder is a corporation, partnership, agent,
fiduciary or surviving joint owner, additional documentation of a customary

B-18

nature may be required. Shares are redeemed at their next determined net
asset value after a redemption request in good order has been received by
the Transfer Agent or, for redemptions through a broker, after the request
has been received by the broker. A request is deemed to be in good order if
it has been signed by the account holder and is accompanied, where
necessary, by a signature guarantee. Redemption proceeds will be mailed or
wired to the redeeming shareholder within seven days, except where those
shares have recently been purchased by personal check. In those cases,
redemption proceeds may be withheld until the check has been collected,
which may take up to fifteen days. To avoid such withholding, investors
should purchase shares by certified or bank check.

To redeem shares in writing, submit a written redemption request
directly to the Transfer Agent at the following address:

Regular Mail: For Overnight Delivery:

Shares may also be redeemed by telephone by calling toll-free 1-800-936-3863.
The Fund, through the Transfer Agent, has established procedures designed to
confirm the authenticity of telephonic instructions, which procedures include
requiring callers to establish their personal identity and limiting the mailing
of telephone redemption proceeds to the address or bank account set forth on
the Account Application. Investors should understand that neither the Fund nor
the Transfer Agent will be liable for acting upon instructions communicated by
telephone that it reasonably believes to be genuine.

Redemption proceeds wired to a designated account at a shareholder's
request for amounts less than $10,000 will be reduced by a wire transfer fee
(currently $10.00). Certain institutional clients will not be charged this
wire redemption fee. Changes to the designated address or bank account must
be made in writing and may be required to be accompanied by a signature
guarantee from an eligible guarantor.

The Fund reserves the right to redeem, at net asset value, the shares
of any shareholder if, because of redemptions by the shareholder, the
account of such shareholder has a value of less than $1,000. Before the
Fund exercises its right to redeem such shares, the shareholder will be
given written notice of the proposed redemption and will be allowed 90 days
to make an additional investment in an amount which will increase the value
of the account to at least $1,000.

The right to redeem shares or to receive payment with respect to any
such redemptions may be suspended for more than seven days only for periods
during which trading on the New York Stock Exchange is restricted as
determined by the Securities and Exchange Commission or such Exchange is

B-19

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<PAGE>
closed (other than customary weekend and holiday closings), or any period
during which an emergency exists, as defined by the Securities and Exchange
Commission, as a result of which disposal of portfolio securities or
determination of the net asset value of the Fund is not reasonably
practicable, and for such other periods as the Securities and Exchange
Commission may by order permit for the protection of shareholders of the
Fund.

The Fund has made an election with the Securities and Exchange
Commission to pay in cash all redemptions requested by any shareholder of
record limited in amount during any 90-day period to the lesser of $250,000
or 1% of the net assets of the Fund at the beginning of such period. Such
commitment is irrevocable without the prior approval of the Securities and
Exchange Commission. Redemptions in excess of the above limits may be paid
in whole or in part, in investment securities or in cash, as the Board of
Directors may deem advisable; however, payment will be made wholly in cash
unless the Board of Directors believes that economic or market conditions
exist which would make such a practice detrimental to the best interests of
the Fund. If redemptions are paid in investment securities, such securities
will be valued as set forth in the Prospectus under "Additional Information -
Determination of Net Asset Value" and a redeeming shareholder would
normally incur brokerage expenses if he converted these securities to cash.

The Fund will generally first sell any cash equivalent securities it
holds to meet redemptions and, to the extent these proceeds are insufficient
to meet redemptions, the Fund will sell other portfolio securities at the
discretion of the Adviser. See "Redemption of Shares" in the Prospectus.

The value of shares at the time of redemption may be more or less than
the shareholder's cost, depending on the market value of the securities held
by the Fund at such time. Shareholders who redeem their shares through a
broker-dealer may be charged a fee for the broker-dealer's services.

SHAREHOLDER SERVICES

The Fund offers the following shareholder services designed to
facilitate investment in its shares.

INVESTMENT ACCOUNT. Each shareholder has an Investment Account and will
receive statements from the Fund's Transfer Agent after each transaction
showing the cumulative activity in the account since the beginning of the
year. After the end of each year, shareholders will receive federal income
tax information regarding dividends and capital gains distributions.

REINVESTMENT OF DIVIDENDS AND CAPITAL GAINS DISTRIBUTION. Unless specific
instructions are given as to the method of payment of dividends and capital
gains distributions, dividends and distributions will automatically be
reinvested in additional shares of the Fund. Such reinvestment will be at
the net asset value of shares of the Fund, without sales charge, as of the

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<PAGE>
close of business on the ex-dividend date of the dividend or distribution.
Shareholders may elect in writing to receive either their income dividends
or capital gains distributions, or both, in cash, in which event payment
will be mailed on the payment date.

Shareholders may, at any time, notify the Transfer Agent in writing
that they no longer wish to have their dividends and/or distributions
reinvested in shares of the Funds or vice versa and, commencing ten days
after the receipt by the Transfer Agent of such notice, those instructions
will be effected.

Shareholder inquiries should be made to the Fund at the address on the
front of the Fund's Prospectus.

DIVIDENDS, DISTRIBUTIONS AND TAXES

DIVIDENDS AND DISTRIBUTIONS. The Fund intends to distribute all of its net
investment income and net realized long- or short-term capital gains, if
any, to its shareholders annually after the close of the Fund's fiscal year.
See "Shareholder Services - Reinvestment of Dividends and Capital Gains
Distributions" for information concerning the manner in which dividends and
distributions may be automatically reinvested in shares of the Fund.
Shareholders may elect in writing to receive any such dividends or
distributions, or both, in cash. Dividends and distributions are taxable to
shareholders as discussed below whether they are reinvested in shares of the
Fund or received in cash.

TAXES. The Fund intends to elect to qualify for the special tax treatment
afforded regulated investment companies under the Internal Revenue Code of
1986, as amended (the "Code"). If it so qualifies, the Fund will not be
subject to federal income tax on the part of its net ordinary income and net
realized capital gains which it distributes to shareholders.

Dividends paid by the Fund from its ordinary income, and distributions
of the Fund's net realized short-term capital gains, are taxable to non-tax-
exempt investors as ordinary income. Ordinary income dividends may be
eligible for the 70% dividends received deduction allowed to corporations
under the Code, if certain requirements are met.

Distributions made from the Fund's net realized long-term capital gains
are taxable to shareholders as long-term capital gains regardless of the
length of time the shareholder has owned Fund shares. Pursuant to the
Taxpayer Relief Act of 1997, different maximum rates of tax are imposed on
individuals, estates or trusts on various transactions giving rise to long-
term capital gain. For this purpose, long-term capital gains are divided
into three tax-rate groups: a 20% group (for capital gains from assets held
for more than 18 months), a 25% group (for certain recaptured real property
depreciation) and a 28% group (for all other long-term capital gain). The
Fund will supply information to its shareholders to determine the
appropriate tax-rate group of its long-term capital gain distributions.

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Upon redemption of Fund shares held by a non-tax-exempt investor, such
investor, generally, will realize a capital gain or loss equal to the
difference between the redemption price received by the investor and the
adjusted basis of the shares redeemed. If the redemption by the Fund is in-
kind, capital gain or loss will be measured by the difference between the
fair market value of securities received and the adjusted basis of the
shares redeemed. Such capital gain or loss, generally, will constitute a
short-term capital gain or loss if the redeemed Fund shares were held for
twelve months or less, and long-term capital gain or loss if the redeemed
Fund shares were held for more than twelve months. If, however, Fund shares
were redeemed within six months of their purchase by an investor, and if a
capital gain dividend was paid with respect to the Fund's shares while they
were held by the investor, then any loss realized by the investor will be
treated as long-term capital loss to the extent of the capital gain
dividend.

Under certain provisions of the Code, some shareholders may be subject
to 31% withholding on reportable dividends, capital gains distributions and
redemption payments ("back-up withholding"). Generally, shareholders
subject to back-up withholding will be those for whom a taxpayer
identification number is not on file with the Fund or who, to such Fund's
knowledge, have furnished an incorrect number. When establishing an
account, an investor must certify under penalty of perjury that such number
is correct and that he is not otherwise subject to back-up withholding.

Dividends paid by the Fund from its ordinary income and distributions
of the Fund's net realized short-term capital gains paid to shareholders who
are non-resident aliens will be subject to a 30% United States withholding
tax under existing provisions of the Code applicable to foreign individuals
and entities unless a reduced rate of withholding or a withholding exemption
is provided under applicable treaty law. Non-resident shareholders are
urged to consult their own tax advisers concerning the applicability of the
United States withholding tax.

The Code requires each regulated investment company to pay a
nondeductible 4% excise tax to the extent the company does not distribute,
during each calendar year, 98% of its ordinary income, determined on a
calendar year basis, and 98% of its capital gains, determined, in general,
on an October 31 year-end, plus any undistributed amount from prior years.
The Fund anticipates that it will make sufficient timely distributions to
avoid imposition of the excise tax. If the Fund pays a dividend in May which
was declared in the previous October, November or December to shareholders
of record on a date in those months, then such dividend or distribution will
be treated for tax purposes as being paid on December 31 and will be taxable
to shareholders as if received on December 31.

The foregoing is a general and abbreviated summary of the applicable
provisions of the Code and Treasury regulations presently in effect. For
the complete provisions, reference should be made to the pertinent Code
sections and the Treasury regulations promulgated thereunder. The Code and
these Treasury regulations are subject to change by legislative or
administrative action.

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Dividends and capital gains distributions may also be subject to state
and local taxes.

The federal income tax consequences set forth above do not address any
particular tax considerations a shareholder of the Fund might have.
Shareholders are urged to consult their tax Advisers as to the particular
tax consequences of the acquisition, ownership and disposition of shares of
the Fund, including the application of state, local and foreign tax laws and
possible future changes in federal tax laws. Foreign investors should
consider applicable foreign taxes in their evaluation of an investment in
the Fund.

PERFORMANCE INFORMATION

Reference is made to "Past Performance" in the Prospectus. Set forth
below is further information regarding performance of the Fund.

From time to time, the Fund may make available certain information
about its performance. This information may include calculations regarding
the total return on an investment in the Fund ("Total Return"). Total
Return is measured by comparing the value of an investment in the Fund at
the beginning of the relevant period to the redemption value of the
investment at the end of the period (assuming reinvestment of any dividends
or capital gains distributions). When the Fund makes available its Total
Return, it will be calculated on an annualized basis for specified periods
of time, and may be calculated for the period since the start of the Fund's
operations. Any performance information made available by the Fund,
including Total Return, is based on the Fund's historical record and is not
intended to indicate future performance.

As stated above, from time to time the Fund may provide its total
return in advertisements, sales literature or reports, and other
communications to shareholders. The Fund's total return is calculated based
on the Fund's change in net asset value per share between the beginning and
end of the period shown and assumes reinvestment of the Fund's dividend and
capital gains distributions during the period.

Total return figures will be computed according to a formula prescribed
by the Securities and Exchange Commission. The formula can be expressed as
follows:

P(1+T)n = ERV

Where P = a hypothetical initial payment of $10,000

T = average annual total return

N = number of years

B-23

ERV = Ending Redeemable Value of a hypothetical $10,000 payment
made at the beginning of the 1, 5, or 10 years (or other)
periods at the end of the 1, 5, or 10 (or other) periods (or
fractional portion thereof).

NOTE: The ERV assumes complete redemption of the hypothetical investment at
the end of the measuring period. The Fund's net investment income changes
in response to fluctuations in interest rates, dividends declared and the
expenses of the Funds.

There may be a time when the Fund advertises its "yield." Yield figures
are based on historical earnings and, like the rate of return, are not
intended to indicate future performance. The yield of the Fund refers to the
income generated by an investment in the Fund over a thirty-day (or one
month) period (which period will be stated in the advertisement). The yield
for any period is computed by dividing the net investment income per share
earned during such period by the maximum public offering price per share on
the last day of the period, and then annualizing such 30-day (or one month)
yield in accordance with a formula prescribed by the Securities and Exchange
Commission. The Fund may also advertise in terms of sales literature an
"actual distribution" which is computed in the same manner as yield except
that actual income dividends declared per share during the period in
question is substituted for net investment income per share. The Fund's
yield will only be advertised when accompanied by the Fund's total return.

The Fund's performance will vary from time to time depending upon
market conditions, the composition of its portfolio and its operating
expenses. Consequently, any given performance quotation should not be
considered representative of the Fund's performance for any specified period
in the future. In addition, because performance will fluctuate, it may not
provide a basis for comparing an investment in the Fund with certain bank
deposits or other investments that pay a fixed yield for a stated period of
time.

The Fund's average annualized rate of return (unaudited) for the period
June 10, 1998 to April 30, 1999 (since inception) is as follows:

One Year _______% (annualized and unaudited)

As an example, based on the average annual compound rate of return listed
above, you could have expected the following values (unaudited) on a $1,000
investment assuming no redemption at the end of the time period:

One Year $_______ (based on annualized and unaudited rate of return above)

B-21

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FINANCIAL STATEMENTS

The Fund's most recent Statement of Assets and Liabilities, which has
been audited by McCurdy & Associates CPA's, Inc., is attached to this
Statement of Additional Information.

GENERAL INFORMATION

The Fund is the only portfolio of The Henssler Funds, Inc.
("Henssler"), an open-end diversified management investment company
incorporated under the laws of the State of Maryland on February 12, 1998.

The Fund's address 1281 Kennestone Circle, Suite 100, Marietta, Georgia
30066, and its telephone number is (770) 429-9166.

DESCRIPTION OF SHARES. The Henssler Funds, Inc. ("Henssler") has an
authorized capital of 500,000,000 shares of Common Stock, par value $.0001
per share, 100,000,000 shares of which have been classified as shares of
common stock of The Henssler Equity Fund (the "Fund"). The Board of
Directors has the power to authorize and issue additional classes of stock,
without stockholder approval, by classifying or reclassifying unissued
stock, subject to the requirements of the Act. In the event of liquidation,
each share of Common Stock is entitled to a pro rata portion of the
particular portfolio's assets after payment of debts and expenses.
Shareholders of the Fund are entitled to one vote for each share held and
fractional votes for fractional shares held and will vote on the election of
Directors and any other matter submitted to a shareholder vote. In
addition, shareholders have the right to remove Directors. Henssler does
not intend to hold meetings of shareholders in any year in which the Act
does not require shareholders to act upon any of the following matters: (i)
election of Directors; (ii) approval of an investment advisory agreement;
(iii) approval of a distribution agreement; and (iv) ratification of
selection of independent auditors. Voting rights for Directors are not
cumulative. Shares issued are fully paid and non-assessable and have no
preemptive or conversion rights.

INDEMNIFICATION OF OFFICERS AND DIRECTORS. Henssler has elected to
indemnify its directors and officers to the maximum extent permitted under
the Maryland General Corporation Law and the Investment Company Act of 1940.
Accordingly, a director or officer of Henssler will not be liable to the
Fund or its shareholders for monetary damages, except in the case of willful
misfeasance, bad faith, gross negligence or reckless disregard of the duties
involved in the conduct of his office. See the Articles of Incorporation and
Bylaws on file with the Securities and Exchange Commission for the full text
of these provisions.

PRINCIPAL SHAREHOLDERS. As of July 31, 1999, the following entities were
known by the Fund to be record and beneficial owners of five percent or more
of the outstanding stock of the Fund:

B-25

Name and Address of Number of Percent
Beneficial Owner Shares of Class
- ------------------- --------- --------

Charles Schwab & Co., Inc.
Special Custody A/C FBO __________ _________%
Customers
101 Montgomery Street
San Francisco, California
94104

As of July 31, 1999, the Officers and Directors of The Henssler Funds, Inc.
and the Manager, as a group, own _____% of the outstanding shares of the
Fund.

INDEPENDENT ACCOUNTANTS. McCurdy & Associates CPA's, Inc., 27955 Clemens
Road, Westlake, Ohio 44145 has been selected as the independent accountants
of the Fund. The independent accountants are responsible for auditing the
financial statements of the Fund.

CUSTODIAN. FirStar Bank, N.A., FirStar Bank Center, 425 Walnut Street,
Cincinnati, Ohio 45202, acts as Custodian of the Fund's assets. The
Custodian is responsible for safeguarding and controlling the Fund's cash
and securities, handling the delivery of securities and collecting interest
on the Fund's investments.

TRANSFER, REDEMPTION, AND DIVIDEND DISBURSING AGENT. Declaration Service
Company, 555 North Lane, Suite 6160, Conshohocken, PA 19428, acts as the
Fund's Transfer, Redemption, and Dividend Disbursing Agent. The Transfer,
Redemption, and Dividend Disbursing Agent is responsible for the issuance,
transfer and redemption of shares and the operating, maintenance and
servicing of shareholder accounts.

LEGAL COUNSEL. Kilpatrick Stockton LLP, 1100 Peachtree Street, Suite 2800,
Atlanta, Georgia 30309, has been selected as counsel for the Fund.
Kilpatrick Stockton LLP will pass on legal matters for the Fund in
connection with the offering of its shares. Kilpatrick Stockton LLP also
represents the Adviser in regard to Fund-related matters and will pass on
legal matters for them in connection with the offering of the Fund's shares.

REPORTS TO SHAREHOLDERS. The fiscal year of the Fund ends on April 30 of
each year. The Fund sends to its shareholders at least semi-annually
reports showing the Fund's portfolio and other information. An annual
report, containing financial statements audited by independent auditors, is
sent to shareholders each year.

ADDITIONAL INFORMATION. The Prospectus and this Statement of Additional
Information do not contain all the information set forth in the Registration
Statement and the exhibits relating thereto which Henssler has filed with
the Securities and Exchange Commission, Washington, D.C., under the
Securities Act of 1933 and the Investment Company Act of 1940, to which
reference is hereby made.

B-26

<PAGE>
<PAGE>
APPENDIX A

RATINGS OF CORPORATE DEBT OBLIGATIONS

The characteristics of debt obligations rated by Moody's are generally
as follows:

Aaa - Bonds which are rated Aaa are judged to be of the best quality.
They carry the smallest degree of investment risk and are generally referred
to as "gilt edge." Interest payments are protected by a large or by an
exceptionally stable margin and principal is secure. While the various
protective elements are likely to change, such changes as can be visualized
are most unlikely to impair the fundamentally strong position of such
issues.

Aa - Bonds which are rated Aa are judged to be of high quality by all
standards. Together with the Aaa group they comprise what are generally
known as high grade bonds. They are rated lower than the best bonds because
margins of protection may not be as large as in Aaa securities of
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 rated 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 other 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.

B-28

<PAGE>
<PAGE>
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.

The characteristics of debt obligations rated by Standard & Poor's are
generally as follows:

AAA - This is the highest rating assigned by Standard & Poor's to a
debt obligation and indicates an extremely strong capacity to pay principal
and interest.

AA - Bonds rated AA also qualify as high quality debt obligations.
Capacity to pay principal and interest is very strong, and in the majority
of instances they differ from AAA issues only in small degree.

A - Debt rated A has a strong capacity to pay interest and repay
principal although it is somewhat more susceptible to the adverse effects of
changes in circumstances and economic conditions than debt in higher rated
categories.

BBB - Debt rated BBB is regarded as having an adequate capacity to pay
interest and repay principal. Whereas it normally exhibits adequate
protection parameters, adverse economic conditions or changing circumstances
are more likely to lead to a weakened capacity to pay interest and repay
principal for debt in this category than in higher rated categories.

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

C - This rating is reserved for income bonds on which no interest is
being paid.

A bond rating is not a recommendation to purchase, sell or hold a security,
inasmuch as it does not comment as to market price or suitability for a
particular investor.

RATINGS OF COMMERCIAL PAPER

The Funds' purchases of commercial paper are limited to those
instruments rated A-1 or A-2 by Standard & Poor's or Prime-1 or Prime-2 by
Moody's.

Commercial paper rated A-1 or A-2 by Standard & Poor's has the following
characteristics: liquidity ratios are adequate to meet cash requirements;
the issuer's long-term debt is rated "A" or better; the issuer has access
to at least two additional channels of borrowing; and basic earnings and
cash flow have an up and down trend with allowances made for unusual

B-29

<PAGE>
<PAGE>
circumstances. Typically, the issuer's industry is well-established
and the issuer has a strong position within the industry. Relative strength
or weakness of the above factors determines whether an insurer's commercial
paper is rated A-1 or A-2, with the relative degree of safety of commercial
paper rated A-2 not being as high as for commercial paper rated A-1.

Commercial paper rated Prime-1 or Prime-2 by Moody's is the highest
commercial paper rating assigned by Moody's. Among the factors considered
by Moody's in assigning ratings are the following: (1) evaluation of
management of the issuer; (2) economic evaluation of the issuer's industry
or industries and an appraisal of speculative-type risks which may be
inherent in certain areas; (3) evaluation of the issuer's products in
relation to competition and consumer acceptance; (4) liquidity; (5) amount
and quality of long-term debt; (6) trend of earnings over a period of ten
years; (7) financial strength of a parent company and the relationships
which exist with the issuer; and (8) recognition by the management of
obligations which may be present or may arise as a result of public interest
questions and preparations to meet such obligations. Relative strength or
weakness of the above factors determine how the issuer's commercial paper is
rated within various categories.

A commercial paper rating is not a recommendation to purchase, sell or
hold a particular instrument, inasmuch as it does not comment as to market
price or suitability for a particular investment.

B-30

<PAGE>
<PAGE>
Financial Statements of the Fund.

FINANCIAL STATEMENTS OF THE FUND INCORPORATED BY
REFERENCE IN PART B:

Annual Report to Shareholders for year ended
April 30, 1999:

Independent Accountants' Report

Schedule of Investments
Statement of Assets and Liabilities
Statement of Operations
Statements of Changes in Net Assets

Financial Highlights
Notes to Financial Statements

PART C. OTHER INFORMATION

Item 23. Exhibits.
---------

Exhibit
Number:
- ------

(a) Articles of Incorporation of Registrant, incorporated by
reference from Registrant's Registration Statement filed
February 18, 1998.

(b) By-laws of Registrant incorporated by reference from
Registrant's Registration Statement filed February 18, 1998.

(d) Form of Advisory Agreement by and between the Registrant
and the Adviser, incorporated by reference from the
Registrant's Registration Statement filed February 18, 1998.

C-1

(e) Form of Distribution Agreement by and among the Adviser,
Registrant and Declaration Distributors, Inc., incorporated
by reference from Registration Statement filed February 18, 1998.

(f) Inapplicable.

(g) Form of Custody Agreement by and among the Adviser, Registrant
and Star Bank, N.A. incorporated by reference from Registrant's
Registration Statement filed February 18, 1998.

(h)(1) Form of Operating Services Agreement by and between the Registrant
and the Adviser incorporated by reference from Registrant's
Registration Statement filed February 18, 1998.

(h)(2) Form of Investment Services Agreement by and among the Adviser,
Registrant and Declaration Service Company incorporated by reference
from Registrant's Registration Statement filed February 18, 1998.

(i) Opinion of Kilpatrick Stockton LLP as to legality of the shares
incorporated by reference from Registrant's Registration Statement
filed May 26, 1998.

(j) Consent of Independent Auditors.*

(k) Inapplicable.

(l) Agreement concerning initial capital of the Fund, incorporated by
reference from Registrant's Registration Statement filed May 26,
1998.

(m) Inapplicable.

(n) Inapplicable.

(o) Inapplicable.

* Filed herewith

C-2

<PAGE>
<PAGE>
Item 24. Persons Controlled by or under Common Control with Registrant.
-------------------------------------------------------------

Henssler Asset Management, LLC, the Fund's Adviser, is a newly-
formed Georgia limited liability company 51% owned by Gene W. Henssler,
Ph.D. and 49% owned by Patricia T. Henssler. The Fund's Adviser is an
affiliate of G.W. Henssler & Associates, Ltd., an investment manager wholly
owned by Dr. Henssler with approximately $400 million under private account
management, with an additional $200 million under advisement.

Item 25. Indemnification.
---------------

Section 2-418 of the General Corporation Law of the State of
Maryland, Article VI of Registrant's Charter filed as Exhibit 1, Article VII
of Registrant's By-Laws filed as Exhibit 2, and the Distribution Agreement
filed as Exhibit 6 provide, or will provide, for indemnification.

Registrant's Articles of Incorporation (Article VI) provide that
Registrant shall indemnify its directors and officers to the fullest extent
permitted by law.

Registrant's By-laws (Article VII, Section 1) provide that
Registrant shall indemnify any director and/or officer who was or is
threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that he is or was a director or officer
of Registrant, or is or was serving at the request of Registrant as a
director or officer of another corporation, partnership, joint venture,
trust or other enterprise, against all expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding to the
maximum extent permitted by law.

With respect to indemnification of officers and directors, Section
2-418 of the Maryland General Corporation Law provides that a corporation
may indemnify any director who is made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of
Registrant) by reason of service in that capacity, or is or was serving at
the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise
against expenses (including attorneys' fees), judgments, fines and amounts
paid in settlement and expenses actually and reasonably incurred by him in
connection with such action, suit or proceeding unless (1) it is established
that the act or omission of the director was material to the matter giving
rise to the proceeding, and (a) was committed in bad faith or (b) was the
result of active and deliberate dishonesty; or (2) the director actually

C-3

<PAGE>
<PAGE>
received an improper personal benefit of money, property, or services; or
(3) in the case of any criminal action or proceeding, had reasonable cause
to believe that the act or omission was unlawful. A court of appropriate
jurisdiction may, however, except in proceedings by or in the right of
Registrant or in which liability has been adjudged by reason of the person
receiving an improper personal benefit, order such indemnification as the
court shall deem proper if it determines that the director is fairly and
reasonably entitled to indemnification in view of all the relevant
circumstances, whether or not the director has met the requisite standard of
conduct.

Under Section 2-418, Registrant may also indemnify officers,
employees and agents of Registrant who are not Directors to the same extent
that it shall indemnify directors and officers, and to such further extent,
consistent with law, as may be provided by general or specific action of the
Board of Directors or contract. Pursuant to Section 2-418 of the Maryland
General Corporation Law, the termination of any proceeding by judgment,
order or settlement does not create a presumption that the person did not
meet the requisite standard of conduct required by Section 2-418. The
termination of any proceeding by conviction, or a plea of nolo contendere or
its equivalent, or an entry of an order of probation prior to judgment,
creates a rebuttable presumption that the person did not meet the requisite
standard of conduct.

Reference is also made to Section 12 of the Distribution Agreement
filed as Exhibit 6 to this Registration Statement. Section 12 of the
Distribution Agreement provides that Registrant, subject to certain
conditions and limitations, shall indemnify, defend and hold harmless the
Underwriter, its officers and directors and any person who controls the
Underwriter within the meaning of the Securities Act of 1933 from and
against any and all claims, demands, liabilities and expenses which they may
incur under the Federal securities laws, the common law or otherwise,
arising out of or based upon any alleged untrue statement of a material fact
contained in the Registration Statement or any related Prospectus and/or
Statement of Additional Information or arising out of or based upon any
alleged omission to state a material fact required to be stated therein or
necessary to make the statements therein not misleading.

Reference is also made to Section 6 of the Advisory Agreement
filed as Exhibit 5 to this Registration Statement. Section 6 provides that
the Adviser shall not be liable for any error of judgment or mistake of law
or for any loss arising out of any investment or for any act or omission in
the management of the Registrant, except for willful misfeasance, bad faith
or from negligence in the performance of its duties, or by reason of
reckless disregard of its obligations and duties under the Advisory
Agreement.

The Registrant may purchase insurance on behalf of an officer or
director protecting such person to the full extent permitted under the
General Laws of the State of Maryland, from liability arising from his
activities as officer or director of the Registrant. The Registrant,
however, may not purchase insurance on behalf of any officer or director of
the Registrant that protects or purports to protect such person from
liability to the Registrant or to its shareholders to which such officer
would otherwise be subject by reason of willful misfeasance, bad faith,
gross negligence, reckless disregard of the duties involved in the conduct

C-4

<PAGE>
<PAGE>
of his office, active or deliberate dishonesty, receipt of an improper
personal benefit, or in the case of a criminal proceeding that such person
had reasonable cause to believe the act or omission was unlawful. The
corporation may provide similar protection, including a trust fund, letter
of credit, or surety bond, not inconsistent with this section. Insurance or
similar protection may also be provided by a subsidiary or affiliate of the
corporation.

Item 26. Business and Other Connections of Investment Adviser
----------------------------------------------------

None.

Item 27. Principal Underwriters.
----------------------

The Fund's Distributor, Declaration Distributors, Inc., also serves
as the distributor for the Declaration Trust Fund, the Pauze Funds, the JWB
Aggressive Growth Fund, and the Noah Fund.

Set forth below is information concerning each director and officer
of the Distributor. The principal business address of the Distributor and
each such person is 555 North Lane, Suite 6160, Conshohocken, PA 19428.

(1) (2) (3)

Position and Offices Positions and Offices
Name with Underwriter With Registrant
---- ---------------- ---------------

Terence P. Smith Chief Executive Officer None

David F. Ganley Compliance Officer None

Item 28. Location of Accounts and Records.
--------------------------------

Registrant maintains the records required to be maintained by it
under Rules 31a-1(a), 31a-1(b) and 31a-2(a) under the Investment Company Act
of 1940 at its principal executive offices at 1281 Kennestone Circle, Suite
100, Marietta, Georgia 30066. Certain records, including records relating
to Registrant's stockholders and the physical possession of its securities,
may be maintained pursuant to Rule 31a-3 at the offices of Registrant's
Custodian, FirStar Bank, N.A., FirStar Bank Center, 425 Walnut Street,
Cincinnati, Ohio 45202, and Transfer Agent, Declaration Distributors, Inc.,
555 North Lane, Suite 6160, Conshohocken, PA 19428.

C-5

<PAGE>
<PAGE>
Item 29. Management Services.
-------------------

None.

Item 30. Undertakings.
------------

The Registrant undertakes to file a post-effective amendment,
using Financial Statements for the Fund which need not be certified, within
four to six months from the effective date of Registrant's registration
statement under the Securities Act of 1933.

The Directors will call a meeting of shareholders to vote on the
removal of a Director upon the written request of the record holders of 10%
of its outstanding shares. In addition, if the Directors receive a request
from at least 10 shareholders (who have been shareholders for at least six
months) holding shares of the Fund valued at $25,000 or more or holding at
least 1% of the Fund's outstanding shares, whichever is less, stating that
they wish to communicate with other shareholders to request a meeting to
remove a Director, the Directors will then either make the Fund's
shareholder list available to the applicants or mail their communications to
all other shareholders at the applicants' expense, or the Directors may take
such other action as set forth under Section 16(c) of the Investment Company
Act.

Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant and the principal underwriter pursuant
to the foregoing provisions or otherwise, the Registrant has been advised
that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of
expenses incurred or paid by a director, officer, or controlling person of
the Registrant and the principal underwriter in connection with the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person or the principal underwriter in
connection with the shares being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such issue.

C-6

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant has duly caused this
Amendment to its Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Marietta, and State
of Georgia, on the 30th day of June, 1999.

THE HENSSLER FUNDS, INC.
(Registrant)

By: /s/ Gene W. Henssler
---------------------------------
Gene W. Henssler
President

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated effective as of June 30, 1999:

/s/ Patricia T. Henssler Kenneth M. Davies*
- ---------------------------------- --------------------------------
Patricia T. Henssler, Director and Kenneth M. Davies, Director
Treasurer (Principal Accounting
Officer)

Ladd M. Kochman* James L. Brookover*
- ---------------------------------- --------------------------------
Ladd M. Kochman, D.B.A., Director James L. Brookover, Director

/s/ Gene W. Henssler
--------------------------------
Gene W. Henssler, Ph.D., Director

*By: /s/ Gene W. Henssler
Gene W. Henssler, Ph.D.,
as Attorney in Fact

Exhibit
Number:
- ------

(a) Articles of Incorporation of Registrant, incorporated by
reference from Registrant's Registration Statement filed
February 18, 1998.

(b) By-laws of Registrant incorporated by reference from
Registrant's Registration Statement filed February 18,
1998.

(d) Form of Advisory Agreement by and between the Registrant
and the Adviser, incorporated by reference from the
Registrant's Registration Statement filed February 18,
1998.

(e) Form of Distribution Agreement by and among the Adviser,
Registrant and Declaration Distributors, Inc., incorporated
by reference from Registration Statement filed February 18,
1998.

(f) Inapplicable.

(g) Form of Custody Agreement by and among the Adviser,
Registrant and Star Bank, N.A. incorporated by reference
from Registrant's Registration Statement filed February 18,
1998.

(h)(1) Form of Operating Services Agreement by and between the
Registrant and the Adviser incorporated by reference from
Registrant's Registration Statement filed February 18, 1998.

(h)(2) Form of Investment Services Agreement by and among the
Adviser, Registrant and Declaration Service Company
incorporated by reference from Registrant's Registration
Statement filed February 18, 1998.

<PAGE>
<PAGE>
(i) Opinion of Kilpatrick Stockton LLP as to legality of the
shares incorporated by reference from Registrant's
Registration Statement filed May 26, 1998.

(j) Consent of Independent Auditors.*

(k) Inapplicable.

(l) Agreement concerning initial capital of the Fund,
incorporated by reference from Registrant's Registration
Statement filed May 26, 1998.

(m) Inapplicable.

(n) Inapplicable.

(o) Inapplicable.

* Filed herewith

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

We consent to all references made to us in this Post-Effective
Amendment No. 1 to the Henssler Equity Fund's Registration Statement
on Form N-1A and the use of our report dated June 10, 1999 on the
financial statements and financial highlights which are incorporated
by reference into such registration statement.

/s/ McCurdy & Associates
McCurdy & Associates CPA's, Inc.
June 28, 1999