COREFUNDS INC
497, 1996-03-06
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Supplement dated March 11, 1996
to Prospectus dated November 1, 1995
 

                                COREFUNDS, INC.
                           SERIES A -- INSTITUTIONAL
 
     Cash Reserve, Treasury Reserve, Tax-Free Reserve, Equity Fund (formerly
Value Equity Fund), International Growth Fund, Equity Index Fund, Growth Equity
Fund, Short Intermediate Bond Fund (formerly Intermediate Bond Fund), Balanced
Fund, Government Income Fund, Intermediate Municipal Bond Fund, Global Bond
Fund, Pennsylvania Municipal Bond Fund and New Jersey Municipal Bond Fund (each
a 'Fund,' or in the aggregate, the 'Funds')
 
     The disclosure contained within the Prospectus of CoreFunds, Inc. (the
'Company') dated November 1, 1995, is amended and supplemented by the following:
 
     On December 7, 1995, the Company's Board of Directors approved, subject to
shareholder approval, the following:
 
          1. A proposal to elect a Board of Directors (voted on by the
     shareholders of the Company as a whole).
 
          2. A proposal to approve a new advisory agreement between the Company,
     on behalf of each Fund, and CoreStates Investment Advisers, Inc.
     ('CoreStates Advisers'), pursuant to which CoreStates Advisers will act as
     investment adviser with respect to the assets of the Funds, effective upon
     the merger of CoreStates Corp. ('CoreStates') and Meridian Bancorp, Inc.
     ('Meridian') (the 'Merger') (voted on by shareholders of each Fund).
 
          3. A proposal to approve the selection of Martin Currie, Inc. ('Martin
     Currie') or its successor as a Sub-Adviser for a portion of the assets of
     the International Growth Fund (voted on by the shareholders of the
     International Growth Fund).
 
          4. A proposal to approve the selection of Aberdeen Managers, Inc.
     ('Aberdeen Managers') or its successor as a Sub-Adviser for a portion of
     the assets of the International Growth Fund (voted on by shareholders of
     the International Growth Fund).
 
          5. A proposal to approve the selection of Alpha Global Fixed Income
     Managers, Inc. ('Alpha Global') or its successor as the Sub-Adviser to the
     Global Bond Fund (voted on by shareholders of the Global Bond Fund).
 
          6. A proposal to change the Global Bond Fund from a 'diversified'
     investment company to a 'non-diversified' investment company (voted on by
     shareholders of the Global Bond Fund).
 
          7. A proposal to change the fundamental policy of the Short
     Intermediate Bond Fund (formerly Intermediate Bond Fund) so that the Fund
     maintains an average weighted maturity of two to five years instead of the
     existing average weighted maturity of three to ten years (voted on by
     shareholders of the Short Intermediate Bond Fund).
 
     Each matter will be submitted to the shareholders of each of the Funds of
the Company as appropriate at a meeting scheduled for March 15, 1996.
Shareholders of record of the Company on January 15, 1996 will be entitled to
vote on the proposals relating to their Fund(s).
 
     If the proposal to elect a Board of Directors is approved, then the Company
will increase the number of its Directors from three to five. If the proposal to
approve a new investment advisory agreement between the

<PAGE>

Company on behalf of each Fund and CoreStates Advisers is approved, the
investment advisory fees and total operating expenses for the Funds will remain
the same. Although the contractual advisory fees for the Equity Fund, Cash
Reserve, Treasury Reserve and Tax-Free Reserve will decrease the actual advisory
fees paid to CoreStates Advisers will remain the same as well as the total
operating expenses.
 
     Footnote 1 in The Transaction and Operating Expense Table on page 3 of the
Prospectus will be restated as follows:
 
          Absent voluntary waivers, the Adviser's investment advisory fees are
     calculated at the annual rate of .75%, .74%, .40%, .80%, and .70% of the
     average net assets of Growth Equity Fund, Equity Fund formerly Value Equity
     Fund, Equity Index Fund, International Growth Fund and Balanced Fund,
     respectively.
 
     Footnote 4 in the Transaction and Operating Expense Table on page 3 of the
Prospectus will be restated as follows:
 
          The Adviser and the Administrator have voluntarily waived a portion of
     their fees in order to assist the Funds in maintaining a competitive
     expense ratio. The expense ratios noted herein are net of investment
     advisory and administrative fee waivers expected to be in effect during the
     fiscal period ending June 30, 1996. Absent any fee waivers, such expense
     ratios would have been 1.08%, 1.07%, .74%, 1.30% and 1.05% for Growth
     Equity Fund, Equity Fund (formerly Value Equity Fund), Equity Index Fund,
     International Growth Fund and Balanced Fund, respectively. The service
     providers of all the Funds have been voluntarily waiving a portion of their
     fees since inception. However, during this year, these providers may change
     this waiver so that a Fund's expense ratio will approach a contractually
     mandated ratio.
 
     Footnote 5 in the Transaction and Operating Expense Table on page 3 of the
Prospectus will be restated as follows:
 
          Absent the voluntary fee waiver of the Adviser and the Administrator,
     the amounts in this Example, for one year, three years, five years and ten
     years, would be $11, $34, $60 and $132 for Growth Equity Fund; $11, $34,
     $59 and $131 for Equity Fund (formerly Value Equity Fund); $8, $24, $41 and
     $92 for Equity Index Fund; $13, $41, $71 and $157 for International Growth
     Fund; and $11, $33, $58 and $128 for Balanced Fund.
 
     Footnote 1 in The Transaction and Operating Expense Table on page 6 of the
Prospectus will be restated as follows:
 
          Absent voluntary waivers, the Adviser's investment advisory fees are
     calculated at the annual rate of .40%, .40%, and .40% of the average net
     assets of Cash Reserve, Treasury Reserve and Tax-Free Reserve,
     respectively.
 
     Footnote 4 in the Transaction and Operating Expense Table on page 6 of the
Prospectus will be restated as follows:
 
          The Adviser and the Administrator have voluntarily waived a portion of
     their fees in order to assist the Funds in maintaining a competitive
     expense ratio. The expense ratios noted herein are net of investment
     advisory and administrative fee waivers expected to be in effect during the
     fiscal period ending June 30, 1996. Absent any fee waivers, such expense
     ratios would have been 0.73%, 0.73%, and 0.73%, for Cash Reserve, Treasury
     Reserve and Tax-Free Reserve, respectively. The service providers of all
     the Funds have been voluntarily waiving a portion of their fees since
     inception. However, during this year, these providers may change this
     waiver so that a Fund's expense ratio will approach a contractually
     mandated ratio.
 
     Footnote 5 in the Transaction and Operating Expense Table on page 6 of the
Prospectus will be restated as follows:
 
                                      S-2
<PAGE>

          Absent the voluntary fee waiver of the Adviser and the Administrator,
     the amounts in this Example, for one year, three years, five years and ten
     years, would be $7, $23, $41 and $91 for Cash Reserve; $7, $23, $41 and $91
     for Treasury Reserve; $7, $23, $41 and $91 for Tax-Free Reserve.
 
     Moreover, the section entitled 'Advisory Fees' on page 58 of the prospectus
will also be restated as follows:
 
          .74% of the average daily assets of the Equity Fund (formerly Value
     Equity Fund).
 
     If the proposal to approve the selection of both Martin Currie and Aberdeen
Managers as sub-advisers to the International Growth Fund is approved, then both
sub-advisers will manage a portion of the Fund. A description of Aberdeen
Managers will be included on page 60 of the prospectus as follows:
 
          Aberdeen Managers, a Delaware corporation, located in Ft. Lauderdale,
     Florida, is a wholly-owned subsidiary of Aberdeen Trust PLC ('Aberdeen
     PLC'), which is owned by three U.K.-based institutional investors and a
     subsidiary of CoreStates Financial Corp. Aberdeen PLC was formed in
     1876 and has been managing investment funds since 1986. It formed Aberdeen
     Managers in 1995 and it provides foreign investment advisory services in
     the U.S. Although Aberdeen Managers has had extensive experience in
     managing a variety of international equity investment companies,
     International Growth Fund is the first U.S. registered investment company
     for which Aberdeen Managers has acted in an investment advisory capacity.
     Aberdeen Managers is located at Nations Bank Tower, 22nd Floor, Ft.
     Lauderdale, Florida 33396.
 
     Moreover, the section entitled 'Advisory Fees' on page 59 of the Prospectus
will be restated as follows:
 
          For the services provided as sub-advisers to the International Growth
     Fund, Martin Currie and Aberdeen Managers are entitled to receive a fee
     from CoreStates Advisers, computed daily and paid monthly, at the annual
     rate of .50% and .50%, respectively of such Fund's average net assets.
 
     If the proposal to approve Alpha Global is approved by shareholders, the
existing sub-adviser and the corresponding fees of the Global Bond Fund will not
change.
 
     If the proposal to approve the change of Global Bond Fund from a
diversified investment company to a 'non-diversified' investment company is
approved by shareholders, then the description on page 45, paragraph 4 regarding
investment restrictions will be restated as follows:
 
          With respect to the Global Bond Fund, there is no limit to the
     percentage of assets that may be invested in securities of a single issuer.
 
     If the proposal to approve the change in fundamental policy of the Short
Intermediate Bond Fund (formerly Intermediate Bond Fund) is approved, then the
description of the Fund's investment objective on page 24 will be restated as
follows:
 
          Short Intermediate Bond Fund's investment objective is to provide a
     moderate level of current income consistent with conservation of capital,
     by investing substantially all of its assets in a diversified portfolio of
     intermediate-term, fixed income obligations which will have an expected
     average weighted maturity of two to five years.
 
                                      S-3

<PAGE>
 
Supplement dated March 11, 1996
to Prospectus dated November 1, 1995

                                COREFUNDS, INC.
 
                             SERIES B -- INDIVIDUAL
 
     Cash Reserve, Treasury Reserve, Tax-Free Reserve, Equity Fund (formerly
Value Equity Fund), International Growth Fund, Growth Equity Fund, Short
Intermediate Bond Fund (formerly Intermediate Bond Fund), Balanced Fund,
Government Income Fund, Intermediate Municipal Bond Fund, Global Bond Fund,
Pennsylvania Municipal Bond Fund and New Jersey Municipal Bond Fund (each a
'Fund,' or in the aggregate, the 'Funds')
 
     The disclosure contained within the Prospectus of CoreFunds, Inc. (the
'Company') dated November 1, 1995, is amended and supplemented by the following:
 
     On December 7, 1995, the Company's Board of Directors approved, subject to
shareholder approval, the following:
 
          1. A proposal to elect a Board of Directors (voted on by the
     shareholders of the Company as a whole).
 
          2. A proposal to approve a new advisory agreement between the Company,
     on behalf of each Fund, and CoreStates Investment Advisers, Inc.
     ('CoreStates Advisers'), pursuant to which CoreStates Advisers will act as
     investment adviser with respect to the assets of the Funds, effective upon
     the merger of CoreStates Corp. ('CoreStates') and Meridian Bancorp, Inc.
     ('Meridian') (the 'Merger') (voted on by shareholders of each Fund).
 
          3. A proposal to approve the selection of Martin Currie, Inc. ('Martin
     Currie') or its successor as a Sub-Adviser for a portion of the assets of
     the International Growth Fund (voted on by the shareholders of the
     International Growth Fund).
 
          4. A proposal to approve the selection of Aberdeen Managers, Inc.
     ('Aberdeen Managers') or its successor as a Sub-Adviser for a portion of
     the assets of the International Growth Fund (voted on by shareholders of
     the International Growth Fund).
 
          5. A proposal to approve the selection of Alpha Global Fixed Income
     Managers, Inc. ('Alpha Global') or its successor as the Sub-Adviser to the
     Global Bond Fund (voted on by shareholders of the Global Bond Fund).
 
          6. A proposal to change the Global Bond Fund from a 'diversified'
     investment company to a 'non-diversified' investment company (voted on by
     shareholders of the Global Bond Fund).
 
          7. A proposal to change the fundamental policy of the Short
     Intermediate Bond Fund so that the Fund maintains an average weighted
     maturity of two to five years instead of the existing average weighted
     maturity of three to ten years (voted on by shareholders of the Short
     Intermediate Bond Fund).
 
     Each matter will be submitted to the shareholders of each of the Funds of
the Company as appropriate at a meeting scheduled for March 15, 1996.
Shareholders of record of the Company on January 15, 1996 will be entitled to
vote on the proposals relating to their Fund(s).
 
     If the proposal to elect a Board of Directors is approved, then the Company
will increase the number of its Directors from three to five. If the proposal to
approve a new investment advisory agreement between the

<PAGE>

Company on behalf of each Fund and CoreStates Advisers is approved, the
investment advisory fees and total operating expenses for the Funds will remain
the same. Although the contractual advisory fees for the Equity Fund, Cash
Reserve, Treasury Reserve and Tax-Free Reserve will decrease the actual advisory
fees paid to CoreStates Advisers will remain the same as well as the total
operating expenses.
 
     Footnote 1 in The Transaction and Operating Expense Table on page 3 of the
Prospectus will be restated as follows:
 
          Absent voluntary waivers, the Adviser's investment advisory fees are
     calculated at the annual rate of .75%, .74%, .80%, and .70% of the average
     net assets of Growth Equity Fund, Equity Fund (formerly Value Equity Fund),
     International Growth Fund and Balanced Fund, respectively.
 
     Footnote 5 in the Transaction and Operating Expense Table on page 3 of the
Prospectus will be restated as follows:
 
          The Adviser and the Administrator have voluntarily waived a portion of
     their fees in order to assist the Funds in maintaining a competitive
     expense ratio. The expense ratios noted herein are net of investment
     advisory and administrative fee waivers expected to be in effect during the
     fiscal period ending June 30, 1996. Absent any fee waivers, such expense
     ratios would have been 1.33%, 1.32%, 1.55% and 1.30% for Growth Equity
     Fund, Equity Fund (formerly Value Equity Fund), International Growth Fund
     and Balanced Fund, respectively. The service providers of all the Funds
     have been voluntarily waiving a portion of their fees since inception.
     However, during this year, these providers may change this waiver so that a
     Fund's expense ratio will approach a contractually mandated ratio.
 
     Footnote 6 in the Transaction and Operating Expense Table on page 3 of the
Prospectus will be restated as follows:
 
          Absent the voluntary fee waiver of the Adviser and the Administrator,
     the amounts in this Example, for one year, three years, five years and ten
     years, would be $46, $73, $103 and $187 for Growth Equity Fund; $46, $73,
     $102 and $186 for Equity Fund (formerly Value Equity Fund); $48, $80, $114
     and $211 for International Growth Fund; and $45, $72, $101 and $184 for
     Balanced Fund.
 
     Footnote 1 in The Transaction and Operating Expense Table on page 6 of the
Prospectus will be restated as follows:
 
          Absent voluntary waivers, the Adviser's investment advisory fees are
     calculated at the annual rate of .40%, .40%, and .40% of the average net
     assets of Cash Reserve, Treasury Reserve and Tax-Free Reserve,
     respectively.
 
     Footnote 5 in the Transaction and Operating Expense Table on page 6 of the
Prospectus will be restated as follows:
 
          The Adviser and the Administrator have voluntarily waived a portion of
     their fees in order to assist the Funds in maintaining a competitive
     expense ratio. The expense ratios noted herein are net of investment
     advisory and administrative fee waivers expected to be in effect during the
     fiscal period ending June 30, 1996. Absent any fee waivers, such expense
     ratios would have been 0.98%, 0.98%, and 0.98%, for Cash Reserve, Treasury
     Reserve and Tax-Free Reserve, respectively. The service providers of all
     the Funds have been voluntarily waiving a portion of their fees since
     inception. However, during this year, these providers may change this
     waiver so that a Fund's expense ratio will approach a contractually
     mandated ratio.
 
                                      S-2
<PAGE>

     Footnote 6 in the Transaction and Operating Expense Table on page 6 of the
Prospectus will be restated as follows:
 
          Absent the voluntary fee waiver of the Adviser and the Administrator,
     the amounts in this Example, for one year, three years, five years and ten
     years, would be $10, $31, $54 and $120 for Cash Reserve; $10, $31, $54 and
     $120 Treasury Reserve; and $10, $31, $54 and $120 for Tax-Free Reserve.
 
     Moreover, the section entitled 'Advisory Fees' on page 58 of the prospectus
will also be restated as follows:
 
          .74% of the average daily assets of the Equity Fund (formerly Value
     Equity Fund).
 
     If the proposal to approve the selection of both Martin Currie and Aberdeen
Managers as sub-advisers to the International Growth Fund is approved, then both
sub-advisers will manage a portion of the Fund. A description of Aberdeen
Managers will be included on page 59 of the prospectus as follows:
 
          Aberdeen Managers, a Delaware corporation, located in Ft. Lauderdale,
     Florida, is a wholly-owned subsidiary of Aberdeen Trust PLC ('Aberdeen
     PLC'), which is owned by three U.K.-based institutional investors and a
     subsidiary of CoreStates Financial Corp. Aberdeen PLC was formed in 1876
     and has been managing investment funds since 1986. It formed Aberdeen
     Managers in 1995 and it provides foreign investment advisory services in
     the U.S. Although Aberdeen Managers has had extensive experience in
     managing a variety of international equity investment companies,
     International Growth Fund is the first U.S. registered investment company
     for which Aberdeen Managers has acted in an investment advisory capacity.
     Aberdeen Managers is located at Nations Bank Tower, 22nd Floor, Ft.
     Lauderdale, Florida 33396.
 
     Moreover, the section entitled 'Advisory Fees' on page 59 of the Prospectus
will be restated as follows:
 
          For the services provided as sub-advisers to the International Growth
     Fund, Martin Currie and Aberdeen Managers are entitled to receive a fee
     from CoreStates Advisers, computed daily and paid monthly, at the annual
     rate of .50% and .50%, respectively of such Fund's average net assets.
 
     If the proposal to approve Alpha Global is approved by shareholders, the
existing sub-adviser and the corresponding fees of the Global Bond Fund will not
change.
 
     If the proposal to approve the change of Global Bond Fund from a
diversified investment company to a 'non-diversified' investment company is
approved by shareholders, then the description on page 45, paragraph 4 regarding
investment restrictions will be restated as follows:
 
          With respect to the Global Bond Fund, there is no limit to the
     percentage of assets that may be invested in securities of a single issuer.
 
     If the proposal to approve the change in fundamental policy of the Short
Intermediate Bond Fund (formerly Intermediate Bond Fund) is approved, then the
description of the Fund's investment objective on page 25 will be restated as
follows:
 
          Short Intermediate Bond Fund's investment objective is to provide a
     moderate level of current income consistent with conservation of capital,
     by investing substantially all of its assets in a diversified portfolio of
     intermediate-term, fixed income obligations which will have an expected
     average weighted maturity of two to five years.
 
                                      S-3


<PAGE>

Supplement dated March 11, 1996
to Prospectus dated November 1, 1995
 
                                COREFUNDS, INC.
 
                               EQUITY INDEX FUND
 
     The disclosure contained within the Prospectus of CoreFunds, Inc. (the
'Company') dated November 1, 1995, is amended and supplemented by the following:
 
          On December 7, 1995, the Board of Directors of the Equity Index Fund
     (the 'Fund') approved, subject to shareholder approval, the following:
 
          1. A proposal to elect a Board of Directors (voted on by the
     shareholders of the Company as a whole).
 
          2. A proposal to approve a new advisory agreement between the Company,
     on behalf of the Fund, and CoreStates Investment Advisers, Inc.
     ('CoreStates Advisers'), pursuant to which CoreStates Advisers will act as
     investment adviser with respect to the assets of the Fund, effective upon
     the merger of CoreStates Corp. ('CoreStates') and Meridian Bancorp, Inc.
     ('Meridian') (the 'Merger') (voted on by shareholders of the Fund).
 
     Each matter will be submitted to the shareholders of the Fund at a meeting
scheduled for March 15, 1996. Shareholders of record of the Fund on January 15,
1996 will be entitled to vote on the proposals.
 
     If the proposal to elect a Board of Directors is approved, then the Company
will increase the number of its Directors from three to five. If the proposal to
approve a new investment advisory agreement between the Company on behalf of the
Fund and CoreStates Advisers is approved, the investment advisory fee and total
operating expenses for the Fund will remain the same.

<PAGE>

<PAGE>

Supplement dated March 11, 1996
to Prospectus dated November 1, 1995
 
                                COREFUNDS, INC.
 
                           FIDUCIARY TAX-FREE RESERVE
 
     The disclosure contained within the Prospectus of CoreFunds, Inc. (the
'Company') dated November 1, 1995, is amended and supplemented by the following:
 
     On December 7, 1995, the Board of Directors of the Fiduciary Tax-Free
Reserve (the 'Fund') approved, subject to shareholder approval, the following:
 
          1. A proposal to elect a Board of Directors (voted on by the
     shareholders of the Company as a whole).
 
          2. A proposal to approve a new advisory agreement between the Company,
     on behalf of the Fund, and CoreStates Investment Advisers, Inc.
     ('CoreStates Advisers'), pursuant to which CoreStates Advisers will act as
     investment adviser with respect to the assets of the Fund, effective upon
     the merger of CoreStates Corp. ('CoreStates') and Meridian Bancorp, Inc.
     ('Meridian') (the 'Merger') (voted on by shareholders of the Fund).
 
          3. A proposal to approve an amended investment advisory agreement
     between CoreStates Advisers and the Fund which would increase (absent fee
     waivers) the contractual advisory fee paid to CoreStates Advisers.
 
     Each matter will be submitted to the shareholders of the Fund at a meeting
scheduled for March 15, 1996. Shareholders of record of the Fund on January 15,
1996 will be entitled to vote on the proposals.
 
     If the proposal to elect a Board of Directors is approved, then the Company
will increase the number of its Directors from three to five. If the proposal to
approve a new investment advisory agreement between the Company on behalf of the
Fund and CoreStates Advisers is approved, the investment advisory fee and total
operating expenses for the Fund will remain the same, although the contractual
advisory fee for the Fund will increase from zero to .20% of average daily net
assets.
 
     Footnote (B) to the Annual Fund Operating Expenses Table on page 2 of the
Prospectus will be restated as follows:
 
          Absent voluntary waivers, CoreStates Advisers' investment advisory fee
     is calculated at the annual rate of .20% of the Fund's average net assets.
 
     Footnote (E) to the Annual Fund Operating Expenses Table on page 2 of the
Prospectus will be restated as follows:
 
          CoreStates Advisers and the Administrator may, from time to time and
     at their discretion, voluntarily waive all or a portion of their fees. The
     expense ratio of .21% is net of investment advisory and administrative fee
     waivers in effect during the fiscal period. Absent any fee waivers, the
     expense ratio would have been .51%.
 
     The expense information on page 3 of the Prospectus following the example
will be restated as follows:
 
          Absent the voluntary waiver of fees by CoreStates Advisers and the
     Administrator, the amount in the Example above would be $5, $16, $29 and
     $64 for one year, three years, five years and ten years, respectively.
 
     Moreover, the section entitled 'Advisory Fee' on page 12 of the Prospectus
will also be restated as follows:

<PAGE>
          For the services provided and expenses assumed as the Fund's
     Investment Adviser, CoreStates Advisers is entitled to a fee from the Fund,
     computed daily and paid monthly, at the annual rate of .20% on the Fund's
     average daily net assets. CoreStates Advisers may, from time to time and at
     its discretion, voluntarily waive all or a portion of its investment
     advisory fees in order to assist the Fund in maintaining a competitive
     expense ratio.
 
                                      S-2


<PAGE>

Supplement dated March 11, 1996
to Prospectus dated November 1, 1995

                                COREFUNDS, INC.
 
                               FIDUCIARY RESERVE
 
     The disclosure contained within the Prospectus of CoreFunds, Inc. (the
'Company') dated November 1, 1995, is amended and supplemented by the following:
 
          On December 7, 1995, the Board of Directors of the Fiduciary Reserve
     (the 'Fund') approved, subject to shareholder approval, the following:
 
             1. A proposal to elect a Board of Directors (voted on by the
        shareholders of the Company as a whole).
 
             2. A proposal to approve a new advisory agreement between the
        Company, on behalf of the Fund, and CoreStates Investment Advisers, Inc.
        ('CoreStates Advisers'), pursuant to which CoreStates Advisers will act
        as investment adviser with respect to the assets of the Fund, effective
        upon the merger of CoreStates Corp. ('CoreStates') and Meridian Bancorp,
        Inc. ('Meridian') (the 'Merger') (voted on by shareholders of the Fund).
 
     Each matter will be submitted to the shareholders of the Fund at a meeting
scheduled for March 15, 1996. Shareholders of record of the Fund on January 15,
1996 will be entitled to vote on the proposals.
 
     If the proposal to elect a Board of Directors is approved, then the Company
will increase the number of its Directors from three to five. If the proposal to
approve a new investment advisory agreement between the Company on behalf of the
Fund and CoreStates Advisers is approved, the investment advisory fee and total
operating expenses for the Fund will remain the same.
 
     Footnote (B) to the Annual Fund Operating Expenses Table on page 2 of the
Prospectus will be restated as follows:
 
          Absent voluntary waivers, CoreStates Advisers' investment advisory fee
     is calculated at the annual rate of .20% of the Fund's average net assets.
 
     Footnote (E) to the Annual Fund Operating Expenses Table on page 2 of the
Prospectus will be restated as follows:
 
          CoreStates Advisers and the Administrator may, from time to time and
     at their discretion, voluntarily waive all or a portion of their fees. The
     expense ratio of .15% is net of investment advisory and administrative fee
     waivers in effect during the fiscal period. Absent any fee waivers, the
     expense ratio would have been .49%.
 
     The expense information on page 3 of the Prospectus following the example
will be restated as follows:
 
          Absent the voluntary waiver of fees by CoreStates Advisers and the
     Administrator, the amount in the Example above would be $5, $16, $27 and
     $62 for one year, three years, five years and ten years, respectively.
 
     Moreover, the section entitled 'Advisory Fee' on page 12 of the Prospectus
will also be restated as follows:
 
          For the services provided and expenses assumed as the Fund's
     Investment Adviser, CoreStates Advisers is entitled to a fee from the Fund,
     computed daily and paid monthly, at the annual rate of .20% on the

<PAGE>

     Fund's average daily net assets. CoreStates Advisers may, from time to time
     and at its discretion, voluntarily waive all or a portion of its investment
     advisory fees in order to assist the Fund in maintaining a competitive
     expense ratio.
 
          For the fiscal year ended June 30, 1995, CoreStates Advisers waived
     the entire amount of its investment advisory fee.
 
                                      S-2

<PAGE>

Supplement dated March 11, 1996
to Prospectus dated November 1, 1995
 

                                COREFUNDS, INC.
 
                           FIDUCIARY TREASURY RESERVE
 
     The disclosure contained within the Prospectus of CoreFunds, Inc. (the
'Company') dated November 1, 1995, is amended and supplemented by the following:
 
          On December 7, 1995, the Board of Directors of the Fiduciary Treasury
     Reserve (the 'Fund') approved, subject to shareholder approval, the
     following:
 
             1. A proposal to elect a Board of Directors (voted on by the
        shareholders of the Company as a whole).
 
             2. A proposal to approve a new advisory agreement between the
        Company, on behalf of the Fund, and CoreStates Investment Advisers, Inc.
        ('CoreStates Advisers'), pursuant to which CoreStates Advisers will act
        as investment adviser with respect to the assets of the Fund, effective
        upon the merger of CoreStates Corp. ('CoreStates') and Meridian Bancorp,
        Inc. ('Meridian') (the 'Merger') (voted on by shareholders of the Fund).
 
             3. A proposal to approve an amended investment advisory agreement
        between CoreStates Advisers and the Fund which would increase (absent
        fee waivers) the contractual advisory fee paid to CoreStates Advisers.
 
     Each matter will be submitted to the shareholders of the Fund at a meeting
scheduled for March 15, 1996. Shareholders of record of the Fund on January 15,
1996 will be entitled to vote on the proposals.
 
     If the proposal to elect a Board of Directors is approved, then the Company
will increase the number of its Directors from three to five. If the proposal to
approve a new investment advisory agreement between the Company on behalf of the
Fund and CoreStates Advisers is approved, the investment advisory fee and total
operating expenses for the Fund will remain the same, although the contractual
advisory fee will increase from zero to .20% of the average daily net assets of
the Fund.
 
     Footnote (B) to the Annual Fund Operating Expenses Table on page 2 of the
Prospectus will be restated as follows:
 
          Absent voluntary waivers, CoreStates Advisers' investment advisory fee
     is calculated at the annual rate of .20% of the Fund's average net assets.
 
     Footnote (E) to the Annual Fund Operating Expenses Table on page 2 of the
Prospectus will be restated as follows:
 
          CoreStates Advisers and the Administrator may, from time to time and
     at their discretion, voluntarily waive all or a portion of their fees. The
     expense ratio of .21% is net of investment advisory and administrative fee
     waivers in effect during the fiscal period. Absent any fee waivers, the
     expense ratio would have been .55%.
 
     The expense information on page 3 of the Prospectus following the example
will be restated as follows:

<PAGE>
          Absent the voluntary waiver of fees by CoreStates Advisers and the
     Administrator, the amount in the Example above would be $6, $18, $31 and
     $69 for one year, three years, five years and ten years, respectively.
 
     Moreover, the section entitled 'Advisory Fee' on page 10 of the Prospectus
will also be restated as follows:
 
          For the services provided and expenses assumed as the Fund's
     Investment Adviser, CoreStates Advisers is entitled to a fee from the Fund,
     computed daily and paid monthly, at the annual rate of .20% on the Fund's
     average daily net assets. CoreStates Advisers may, from time to time and at
     its discretion, voluntarily waive all or a portion of its investment
     advisory fees in order to assist the Fund in maintaining a competitive
     expense ratio.
 
                                      S-2

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