THE BENCHMARK FUNDS
Equity Portfolios
________________________
Supplement dated February 14, 1997 to
Prospectus dated April 1, 1996
Delete the last paragraph on page 30 and the first two full
paragraphs on page 31 and replace with the following language:
Primary responsibility for the management of the Balanced
Portfolio lies with Jon D. Brorson, Vice President in the
Institutional Asset Management Division, and Monty M. Memler,
Vice President in the Fixed Income Management Division of
Northern's Investment Services Group. Mr. Brorson joined
Northern in 1996. Prior to joining Northern, he was a founding
principal and Managing Director of Hartline Investment
Corporation since 1990 where he managed equity portfolios for
individual and institutional clients. Mr. Memler joined Northern
in 1986. During the past five years, Mr. Memler has managed
various fixed income portfolios, including the Balance Portfolio
since it commenced operations on July 1, 1993.
Primary responsibility for the management of the Diversified
Growth Portfolio and the Focused Growth Portfolio lies with Jon
D. Brorson whose business activities during the past five years
are described above.
