CARILLON FUND INC
497, 1999-02-02
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SUPPLEMENT DATED FEBRUARY 1, 1999 
TO THE PROSPECTUS DATED MAY 1, 1998 OF 
CARILLON FUND, INC.



Effective February 1, 1999, the prospectus for Carillon Fund,
Inc. dated May 1, 1998 is amended by including as a part thereof
the following information:

The description of portfolio managers under the section entitled
"THE FUND AND ITS MANAGEMENT - Investment Adviser" is hereby
revised as follows:

Michelle E. Stevens is primarily responsible for the day-to-day
management of the Equity Portfolio.  Mrs. Stevens is the Senior
Equity Analyst of the Adviser and has been affiliated with the
Adviser and Union Central as an equity analyst since 1993.  She
has also been primarily responsible for the day-to-day management
of the Fund's Micro-Cap Portfolio since its inception in
November, 1997, and, along with Gary R. Rodmaker, of the Capital
Portfolio since May 1, 1998.  Prior to becoming affiliated with
the Adviser and Union Central, Mrs. Stevens attended the
University of Cincinnati, where she earned an MBA in Finance in
June, 1993.


1999 reg. statement a:portmgr1.sti
1/22/99


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