NATIONS FUND TRUST
497, 1996-10-02
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                               Nations Fund Trust

                          Nations Emerging Growth Fund

                        Supplement dated October 2, 1996
                       to Prospectuses dated July 31, 1996

         The combined  prospectuses  for the Primary A,  Primary B,  Investor A,
Investor C and  Investor N Shares for  Nations  Emerging  Growth Fund are hereby
supplemented by deleting the paragraph  regarding  Edward E. (Jack) Smiley,  Jr.
under the heading  "How The Funds Are  Managed"  and  inserting in its place the
following:

          C. Thomas Clapp,  CFA, is Director of the Equity  Management Group for
     TradeStreet  and Portfolio  Manager of Nations  Emerging  Growth Fund.  Mr.
     Clapp has been  Portfolio  Manager for Nations  Emerging  Growth Fund since
     September,  1996.  Prior to  assuming  this  position,  he was Senior  Vice
     President and Director of Research for the Investment  Management  Group at
     NationsBank.  Mr. Clapp has worked in the investment  community since 1984.
     His past experience  includes portfolio  management and equity research for
     an international  insurance company and various banking  institutions.  Mr.
     Clapp  received his B.A. in Economics from the University of North Carolina
     at Chapel Hill and an M.B.A.  from the  University  of South  Carolina.  He
     holds the Chartered  Financial  Analyst  designation and is a member of the
     Association  for  Investment  Management  and Research as well as the North
     Carolina Society of Financial Analysts, Inc.




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