RUSSELL FRANK INVESTMENT CO
497, 1998-10-07
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<PAGE>
 
                                                                  CLASS S FUNDS
 
                       FRANK RUSSELL INVESTMENT COMPANY
                       SUPPLEMENT DATED OCTOBER 8, 1998
                      TO THE PROSPECTUS DATED MAY 1, 1998
                    AS SUPPLEMENTED THROUGH AUGUST 20, 1998
 
Effective October 8, 1998, Frank Russell Investment Company makes the
following changes to its Class S Funds Prospectus.
 
In the section captioned "Money Manager Profiles Diversified Equity Fund," the
subsection captioned "Schneider Capital Management" is revised to read in its
entirety as follows:
 
  Schneider Capital Management, 460 East Swedesford Road, Suite 1080, Wayne,
  PA 19087, is an SEC registered investment adviser owned by Arnold
  Schneider. The Trust and Wellington Management Company LLP have entered
  into a settlement which terminates certain litigation concerning use by the
  Trust of the services of Schneider Capital Management ("SCM"). Under the
  terms of the settlement FRIMCo expects to be selecting another Money
  Manager to supervise assets presently assigned to SCM and, after a suitable
  transition, SCM will no longer serve as a Money Manager for the Trust. It
  is expected that the new Money Manager will be selected shortly.
 
Equity Income Fund will be managed by the following Money Managers:
 
  Equinox Capital Management, Inc., 590 Madison Avenue, 41st Floor, New York,
  NY 10022. Equinox is a registered investment adviser with majority
  ownership held by Ron Ulrich.
 
  Trinity Investment Management Corporation, 75 Park Plaza, Boston, MA 02116,
  is a corporation with seven shareholders, with Stanford M. Calderwood
  holding majority ownership.
 
  Westpeak Investment Advisors, L.P., 1011 Walnut Street, Suite 400, Boulder,
  CO 80302, is indirectly controlled by Metropolitan Life Insurance Company.
 
International Securities Fund will be managed by the following Money Managers:
 
  J.P. Morgan Investment Management, Inc., 522 Fifth Ave., New York, NY
  10036, is a wholly owned subsidiary of J.P. Morgan & Co., Inc., a publicly
  held bank holding company.
 
  Marathon Asset Management Limited, Orion House, 5 Upper St. Martin's Lane,
  London, England WC2H 9EA, is a corporation 33.3% owned by each of the
  following: Jeremy Hosking, William Arah and Neil Ostrer.
 
  Mastholm Asset Management, LLC, 10500 N.E. 8th Street, Suite 660, Bellevue,
  WA 98004, is a Washington limited liability corporation that is controlled
  by the following founding members: Thomas M. Garr, Robert L. Gernstetter,
  Joseph P. Jordan, Arthur M. Tyson and Theodore J. Tyson.
 
  Oeschle International Advisors, LLC, One International Place, 23rd Floor,
  Boston, MA 02110, is a Delaware limited liability company that is
  controlled by the following members: S. Dewey Keesler, Stephen P. Langer,
  Walter Oeschle, L. Sean Roche, Steven H. Schaefer, Warren R. Walker and
  Andrew S. Parlin.
 
  Rowe Price-Fleming International, Inc. 100 East Pratt Street, 9th Floor,
  Baltimore, MD 21202, and 4th Floor, 25 Copthall Ave., London, England EC2R
  7DR, which is a joint venture of T. Rowe Price Associates, Inc., and The
  Fleming Group, each of which owns 50% of the company. Ownership of The
  Fleming Group holding is split equally between Copthall Overseas Limited, a
  subsidiary of Robert Fleming Holdings, and Jardine Fleming International
  Holdings Limited, a subsidiary of Jardine Fleming Holdings. Robert Fleming
  Holdings is a London-based UK holding company with the majority of the
  shares distributed: 51% to public
<PAGE>
 
  companies and 38% to the Fleming family. Jardine Fleming is a Hong Kong-
  based holding company which is owned 50% by Robert Fleming Holdings and 50%
  by Jardine Matheson & Co., the Hong Kong trading company, a wholly owned
  subsidiary of Jardine Matheson Holdings Limited. The stock of T. Rowe Price
  Associates, Inc. is publicly traded with a substantial percentage of such
  stock owned by the company's active management.
 
  Sanford C. Bernstein, Co., Inc., 767 Fifth Avenue, New York, NY 10153, is a
  registered investment adviser. Founded in 1967, Bernstein is controlled by
  its Board of Directors, which consists of the following individuals: Andrew
  S. Adelson, Zalman C. Bernstein, Kevin R. Rine, Charles C. Cahn, Jr.,
  Marilyn Goldstein Fedak, Michael L. Goldstein, Roger Hertog, Lewis A.
  Sanders and Francis H. Trainer, Jr.
 
  The Boston Company Asset Management, Inc., One Boston Place, 14th Floor,
  Boston, MA 02108-4402, is 100% owned by Mellon Bank Corporation, a publicly
  held corporation.
<PAGE>
 
                                                               LIFEPOINTS FUNDS
 
                       FRANK RUSSELL INVESTMENT COMPANY
                       SUPPLEMENT DATED OCTOBER 8, 1998
                      TO THE PROSPECTUS DATED MAY 1, 1998
                    AS SUPPLEMENTED THROUGH AUGUST 20, 1998
 
Effective October 8, 1998, Frank Russell Investment Company makes the
following changes to its LifePoints Funds Prospectus.
 
In the section captioned "Money Manager Profiles Diversified Equity Fund," the
subsection captioned "Schneider Capital Management" is revised to read in its
entirety as follows:
 
  Schneider Capital Management, 460 East Swedesford Road, Suite 1080, Wayne,
  PA 19087, is an SEC registered investment adviser owned by Arnold
  Schneider. The Trust and Wellington Management Company LLP have entered
  into a settlement which terminates certain litigation concerning use by the
  Trust of the services of Schneider Capital Management ("SCM"). Under the
  terms of the settlement FRIMCo expects to be selecting another Money
  Manager to supervise assets presently assigned to SCM and, after a suitable
  transition, SCM will no longer serve as a Money Manager for the Trust. It
  is expected that the new Money Manager will be selected shortly.
 
International Securities Fund will be managed by the following Money Managers:
 
  J.P. Morgan Investment Management, Inc., 522 Fifth Ave., New York, NY
  10036, is a wholly owned subsidiary of J.P. Morgan & Co., Inc., a publicly
  held bank holding company.
 
  Marathon Asset Management Limited, Orion House, 5 Upper St. Martins Lane,
  London, England WC2H 9EA, is a corporation 33.3% owned by each of the
  following: Jeremy Hosking, William Arah and Neil Ostrer.
 
  Mastholm Asset Management, LLC, 10500 N.E. 8th Street, Suite 660, Bellevue,
  WA 98004, is a Washington limited liability corporation that is controlled
  by the following founding members: Thomas M. Garr, Robert L. Gernstetter,
  Joseph P. Jordan, Arthur M. Tyson and Theodore J. Tyson.
 
  Oeschle International Advisors, LLC, One International Place, 23rd Floor,
  Boston, MA 02110, is a Delaware limited liability company that is
  controlled by the following members: S. Dewey Keesler, Stephen P. Langer,
  Walter Oeschle, L. Sean Roche, Steven H. Schaefer, Warren R. Walker and
  Andrew S. Parlin.
 
  Rowe Price-Fleming International, Inc. 100 East Pratt Street, 9th Floor,
  Baltimore, MD 21202, and 4th Floor, 25 Copthall Ave., London, England EC2R
  7DR, which is a joint venture of T. Rowe Price Associates, Inc., and The
  Fleming Group, each of which owns 50% of the company. Ownership of The
  Fleming Group holding is split equally between Copthall Overseas Limited, a
  subsidiary of Robert Fleming Holdings, and Jardine Fleming International
  Holdings Limited, a subsidiary of Jardine Fleming Holdings. Robert Fleming
  Holdings is a London-based UK holding company with the majority of the
  shares distributed: 51% to public companies and 38% to the Fleming family.
  Jardine Fleming is a Hong Kong-based holding company which is owned 50% by
  Robert Fleming Holdings and 50% by Jardine Matheson & Co., the Hong Kong
  trading company, a wholly owned subsidiary of Jardine Matheson Holdings
  Limited. The stock of T. Rowe Price Associates, Inc. is publicly traded
  with a substantial percentage of such stock owned by the company's active
  management.
 
  Sanford C. Bernstein, Co., Inc., 767 Fifth Avenue, New York, NY 10153, is a
  registered investment adviser. Founded in 1967, Bernstein is controlled by
  its Board of Directors, which consists of the following individuals: Andrew
  S. Adelson, Zalman C. Bernstein, Kevin R. Rine, Charles C. Cahn, Jr.,
  Marilyn Goldstein Fedak, Michael L. Goldstein, Roger Hertog, Lewis A.
  Sanders and Francis H. Trainer, Jr.
 
  The Boston Company Asset Management, Inc., One Boston Place, 14th Floor,
  Boston, MA 02108-4402, is 100% owned by Mellon Bank Corporation, a publicly
  held corporation.
<PAGE>
 
                                                                  CLASS E FUNDS
 
                       FRANK RUSSELL INVESTMENT COMPANY
                       SUPPLEMENT DATED OCTOBER 8, 1998
                      TO THE PROSPECTUS DATED MAY 1, 1998
                    AS SUPPLEMENTED THROUGH AUGUST 20, 1998
 
Effective October 8, 1998, Frank Russell Investment Company makes the
following changes to its Class E Funds Prospectus.
 
In the section captioned "Money Manager Profiles Diversified Equity Fund," the
subsection captioned "Schneider Capital Management" is revised to read in its
entirety as follows:
 
  Schneider Capital Management, 460 East Swedesford Road, Suite 1080, Wayne,
  PA 19087, is an SEC registered investment adviser owned by Arnold
  Schneider. The Trust and Wellington Management Company LLP have entered
  into a settlement which terminates certain litigation concerning use by the
  Trust of the services of Schneider Capital Management ("SCM"). Under the
  terms of the settlement FRIMCo expects to be selecting another Money
  Manager to supervise assets presently assigned to SCM and, after a suitable
  transition, SCM will no longer serve as a Money Manager for the Trust. It
  is expected that the new Money Manager will be selected shortly.
 
Equity Income Fund will be managed by the following Money Managers:
 
  Equinox Capital Management, Inc., 590 Madison Avenue, 41st Floor, New York,
  NY 10022. Equinox is a registered investment adviser with majority
  ownership held by Ron Ulrich.
 
  Trinity Investment Management Corporation, 75 Park Plaza, Boston, MA 02116,
  is a corporation with seven shareholders, with Stanford M. Calderwood
  holding majority ownership.
 
  Westpeak Investment Advisors, L.P., 1011 Walnut Street, Suite 400, Boulder,
  CO 80302, is indirectly controlled by Metropolitan Life Insurance Company.
 
International Securities Fund will be managed by the following Money Managers:
 
  J.P. Morgan Investment Management, Inc., 522 Fifth Ave., New York, NY
  10036, is a wholly owned subsidiary of J.P. Morgan & Co., Inc., a publicly
  held bank holding company.
 
  Marathon Asset Management Limited, Orion House, 5 Upper St. Martin's Lane,
  London, England WC2H 9EA, is a corporation 33.3% owned by each of the
  following: Jeremy Hosking, William Arah and Neil Ostrer.
 
  Mastholm Asset Management, LLC, 10500 N.E. 8th Street, Suite 660, Bellevue,
  WA 98004, is a Washington limited liability corporation that is controlled
  by the following founding members: Thomas M. Garr, Robert L. Gernstetter,
  Joseph P. Jordan, Arthur M. Tyson and Theodore J. Tyson.
 
  Oeschle International Advisors, LLC, One International Place, 23rd Floor,
  Boston, MA 02110, is a Delaware limited liability company that is
  controlled by the following members: S. Dewey Keesler, Stephen P. Langer,
  Walter Oeschle, L. Sean Roche, Steven H. Schaefer, Warren R. Walker and
  Andrew S. Parlin.
 
  Rowe Price-Fleming International, Inc. 100 East Pratt Street, 9th Floor,
  Baltimore, MD 21202, and 4th Floor, 25 Copthall Ave., London, England EC2R
  7DR, which is a joint venture of T. Rowe Price Associates, Inc., and The
  Fleming Group, each of which owns 50% of the company. Ownership of The
  Fleming Group holding is split equally between Copthall Overseas Limited, a
  subsidiary of Robert Fleming Holdings, and Jardine Fleming International
  Holdings Limited, a subsidiary of Jardine Fleming Holdings. Robert Fleming
  Holdings is a London-based UK holding company with the majority of the
  shares distributed: 51% to public companies and 38% to the Fleming family.
  Jardine Fleming is a Hong Kong-based holding company which
<PAGE>
 
  is owned 50% by Robert Fleming Holdings and 50% by Jardine Matheson & Co.,
  the Hong Kong trading company, a wholly owned subsidiary of Jardine
  Matheson Holdings Limited. The stock of T. Rowe Price Associates, Inc. is
  publicly traded with a substantial percentage of such stock owned by the
  company's active management.
 
  Sanford C. Bernstein, Co., Inc., 767 Fifth Avenue, New York, NY 10153, is a
  registered investment adviser. Founded in 1967, Bernstein is controlled by
  its Board of Directors, which consists of the following individuals: Andrew
  S. Adelson, Zalman C. Bernstein, Kevin R. Rine, Charles C. Cahn, Jr.,
  Marilyn Goldstein Fedak, Michael L. Goldstein, Roger Hertog, Lewis A.
  Sanders and Francis H. Trainer, Jr.
 
  The Boston Company Asset Management, Inc., One Boston Place, 14th Floor,
  Boston, MA 02108-4402, is 100% owned by Mellon Bank Corporation, a publicly
  held corporation.
<PAGE>
 
                                                           INSTITUTIONAL FUNDS
 
                       FRANK RUSSELL INVESTMENT COMPANY
                       SUPPLEMENT DATED OCTOBER 8, 1998
                      TO THE PROSPECTUS DATED MAY 1, 1998
                    AS SUPPLEMENTED THROUGH AUGUST 20, 1998
 
Effective October 8, 1998, Frank Russell Investment Company makes the
following changes to its Institutional Funds Prospectus.
 
In the section captioned "Money Manager Profiles Equity I Fund," the
subsection captioned "Schneider Capital Management" is revised to read in its
entirety as follows:
 
  Schneider Capital Management, 460 East Swedesford Road, Suite 1080, Wayne,
  PA 19087, is an SEC registered investment adviser owned by Arnold
  Schneider. The Trust and Wellington Management Company LLP have entered
  into a settlement which terminates certain litigation concerning use by the
  Trust of the services of Schneider Capital Management ("SCM"). Under the
  terms of the settlement FRIMCo expects to be selecting another Money
  Manager to supervise assets presently assigned to SCM and, after a suitable
  transition, SCM will no longer serve as a Money Manager for the Trust. It
  is expected that the new Money Manager will be selected shortly.
 
Equity III Fund will be managed by the following Money Managers:
 
  Equinox Capital Management, Inc., 590 Madison Avenue, 41st Floor, New York,
  NY 10022. Equinox is a registered investment adviser with majority
  ownership held by Ron Ulrich.
 
  Trinity Investment Management Corporation, 75 Park Plaza, Boston, MA 02116,
  is a corporation with seven shareholders, with Stanford M. Calderwood
  holding majority ownership.
 
  Westpeak Investment Advisors, L.P., 1011 Walnut Street, Suite 400, Boulder,
  CO 80302, is indirectly controlled by Metropolitan Life Insurance Company.
 
International Fund will be managed by the following Money Managers:
 
  J.P. Morgan Investment Management, Inc., 522 Fifth Ave., New York, NY
  10036, is a wholly owned subsidiary of J.P. Morgan & Co., Inc., a publicly
  held bank holding company.
 
  Marathon Asset Management Limited, Orion House, 5 Upper St. Martin's Lane,
  London, England WC2H 9EA, is a corporation 33.3% owned by each of the
  following: Jeremy Hosking, William Arah and Neil Ostrer.
 
  Mastholm Asset Management, LLC, 10500 N.E. 8th Street, Suite 660, Bellevue,
  WA 98004, is a Washington limited liability corporation that is controlled
  by the following founding members: Thomas M. Garr, Robert L. Gernstetter,
  Joseph P. Jordan, Arthur M. Tyson and Theodore J. Tyson.
 
  Oeschle International Advisors, LLC, One International Place, 23rd Floor,
  Boston, MA 02110, is a Delaware limited liability company that is
  controlled by the following members: S. Dewey Keesler, Stephen P. Langer,
  Walter Oeschle, L. Sean Roche, Steven H. Schaefer, Warren R. Walker and
  Andrew S. Parlin.
 
  Rowe Price-Fleming International, Inc. 100 East Pratt Street, 9th Floor,
  Baltimore, MD 21202, and 4th Floor, 25 Copthall Ave., London, England EC2R
  7DR, which is a joint venture of T. Rowe Price Associates, Inc., and The
  Fleming Group, each of which owns 50% of the company. Ownership of The
  Fleming Group holding is split equally between Copthall Overseas Limited, a
  subsidiary of Robert Fleming Holdings, and Jardine Fleming International
  Holdings Limited, a subsidiary of Jardine Fleming Holdings. Robert Fleming
  Holdings is a London-based UK holding company with the majority of the
  shares distributed: 51% to public companies and 38% to the Fleming family.
  Jardine Fleming is a Hong Kong-based holding company which
<PAGE>
 
  is owned 50% by Robert Fleming Holdings and 50% by Jardine Matheson & Co.,
  the Hong Kong trading company, a wholly owned subsidiary of Jardine
  Matheson Holdings Limited. The stock of T. Rowe Price Associates, Inc. is
  publicly traded with a substantial percentage of such stock owned by the
  company's active management.
 
  Sanford C. Bernstein, Co., Inc., 767 Fifth Avenue, New York, NY 10153, is a
  registered investment adviser. Founded in 1967, Bernstein is controlled by
  its Board of Directors, which consists of the following individuals: Andrew
  S. Adelson, Zalman C. Bernstein, Kevin R. Rine, Charles C. Cahn, Jr.,
  Marilyn Goldstein Fedak, Michael L. Goldstein, Roger Hertog, Lewis A.
  Sanders and Francis H. Trainer, Jr.
 
  The Boston Company Asset Management, Inc., One Boston Place, 14th Floor,
  Boston, MA 02108-4402, is 100% owned by Mellon Bank Corporation, a publicly
  held corporation.
<PAGE>
 
                                                               SPECIALTY FUNDS
 
                       FRANK RUSSELL INVESTMENT COMPANY
                       SUPPLEMENT DATED OCTOBER 8, 1998
                      TO THE PROSPECTUS DATED MAY 1, 1998
                    AS SUPPLEMENTED THROUGH AUGUST 20, 1998
 
Effective October 8, 1998, Frank Russell Investment Company makes the
following changes to its Specialty Funds Prospectus.
 
Tax Free Money Market Fund will be managed by the following Money Managers:
 
  Weiss Peck & Greer L.L.C., One New York Plaza, New York, NY 10004, is a
  registered investment advisor which is a wholly owned subsidiary of Robeco
  Groep N.V.
 


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