COREFUNDS INC
497, 1998-02-17
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                                 COREFUNDS, INC.

   SUPPLEMENT DATED FEBRUARY 17, 1998 TO THE PROSPECTUS DATED NOVEMBER 1, 1997

THIS SUPPLEMENT PROVIDES NEW AND ADDITIONAL INFORMATION BEYOND THAT CONTAINED IN
THE PROSPECTUS, AND SHOULD BE READ IN CONJUNCTION WITH SUCH PROSPECTUS.


The investment adviser of CoreFunds, Inc. (the "Company"), CoreStates Investment
Advisers, Inc. ("CSIA"), is a wholly-owned subsidiary of CoreStates Bank, N.A.,
which is itself a wholly-owned subsidiary of CoreStates Financial Corp. On
November 18, 1997, the First Union Corporation announced its intention to merge
with CoreStates Financial Corp. The merger is subject to shareholder and
regulatory approvals and is expected to be completed in April, 1998.

The foregoing transaction will constitute an "assignment" under the Investment
Company Act of 1940 of the existing investment advisory agreement between CSIA
and the Company and the subadvisory agreements between CSIA and Aberdeen Fund
Managers Inc., Analytic o TSA International, Inc., and Martin Currie, Inc.,
which will result in the automatic termination of the investment advisory and
subadvisory agreements. A shareholder meeting will be called at which the
shareholders of the Company will consider certain interim investment advisory
arrangements and certain proposed fund reorganizations. A proxy statement
describing these matters will be sent to shareholders of the Company in
connection with this transaction.


               PLEASE RETAIN THIS SUPPLEMENT FOR FUTURE REFERENCE.





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