PBHG FUNDS INC /
497, 2000-11-20
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                              THE PBHG FUNDS, INC.

                       SUPPLEMENT DATED NOVEMBER 20, 2000
                   TO THE PROSPECTUS FOR THE PBHG CLASS SHARES
                               DATED JULY 31, 2000


         This Supplement updates certain information contained in the Prospectus
of The PBHG Funds,  Inc. (the  "Company"),  as supplemented on October 16, 2000.
You should retain the Prospectus and all Supplements for future  reference.  You
may obtain an additional copy of the Prospectus, as supplemented, free of charge
by calling 1-800-433-0051.

All Company Portfolios

         The Board of Directors  of the Company has called a special  meeting of
shareholders of each Portfolio of the Company (together,  the "Portfolios"),  to
be held on January 25, 2001, to approve three items. First, shareholders will be
asked to approve a new  investment  advisory  agreement  with  Pilgrim  Baxter &
Associates,  Ltd. and new  sub-advisory  agreements  with the Company's  current
sub-advisers.  As you were previously  advised per a prospectus  supplement,  on
September  26,  2000,  Old  Mutual,   plc  acquired   United  Asset   Management
Corporation,  the parent  corporation of Pilgrim Baxter & Associates,  Ltd., the
investment  adviser  for each  Portfolio.  As a result  of the  closing  of such
transaction,  the  investment  advisory and  sub-advisory  agreements  in effect
immediately  prior to such  closing  automatically  terminated,  and new interim
investment  advisory and sub-advisory  agreements with the Portfolios'  existing
service providers became effective. The interim agreements will remain in effect
pending  shareholder  approval  of  new  investment  advisory  and  sub-advisory
agreements.

         Second, at the special meeting,  the Company is proposing to change the
Portfolios'  fundamental and  non-fundamental  investment  policies.  Third, the
Company is proposing to redomesticate from a Maryland  corporation to a Delaware
business trust.

         Only  shareholders  who owned shares of the  Portfolios at the close of
business on November 17, 2000,  the record date,  will be entitled to notice and
to vote at the January 25, 2001 special shareholders meeting.

PBHG International Fund

         Effective  at the close of  business on  November  17,  2000  ("Closing
Day"),  the PBHG  International  Fund  will  close to new  investors.  As of the
Closing Day,  shareholders  who have not established a PBHG  International  Fund
account will no longer be  permitted to exchange  their shares for shares of the
PBHG International  Fund. After the Closing Day, only subsequent  investments by
persons who were shareholders of the PBHG International Fund on Closing Day will
be accepted.

         In addition,  The Board of Directors of the Company recently approved a
proposal to merge the PBHG  International Fund into the PBHG Global Technology &
Communications  Fund. The Board of Directors of the Company has called a special
meeting of  shareholders of the PBHG  International  Fund, to be held on January
25, 2001, to approve the merger.  Only shareholders who owned shares of the PBHG
International  Fund at the close of business on November  17,  2000,  the record
date,  will be entitled  to notice and to vote at the  January 25, 2001  special
shareholders meeting.


<PAGE>


                              THE PBHG FUNDS, INC.

                       SUPPLEMENT DATED NOVEMBER 20, 2000
                 TO THE PROSPECTUS FOR THE ADVISOR CLASS SHARES
                               DATED JULY 31, 2000


         This Supplement updates certain information contained in the Prospectus
of The PBHG Funds, Inc. (the "Company"),  as supplemented on September 26, 2000.
You should retain the Prospectus and all Supplements for future  reference.  You
may obtain an additional copy of the Prospectus, as supplemented, free of charge
by calling 1-800-433-0051.

         The Board of Directors  of the Company has called a special  meeting of
shareholders of each Portfolio of the Company (together,  the "Portfolios"),  to
be held on January 25, 2001, to approve three items. First, shareholders will be
asked to approve a new  investment  advisory  agreement  with  Pilgrim  Baxter &
Associates,  Ltd. and new  sub-advisory  agreements  with the Company's  current
sub-advisers.  As you were previously  advised per a prospectus  supplement,  on
September  26,  2000,  Old  Mutual,   plc  acquired   United  Asset   Management
Corporation,  the parent  corporation of Pilgrim Baxter & Associates,  Ltd., the
investment  adviser  for each  Portfolio.  As a result  of the  closing  of such
transaction,  the  investment  advisory and  sub-advisory  agreements  in effect
immediately  prior to such  closing  automatically  terminated,  and new interim
investment  advisory and sub-advisory  agreements with the Portfolios'  existing
service providers became effective. The interim agreements will remain in effect
pending  shareholder  approval  of  new  investment  advisory  and  sub-advisory
agreements.

         Second, at the special meeting,  the Company is proposing to change the
Portfolios'  fundamental and  non-fundamental  investment  policies.  Third, the
Company is proposing to redomesticate from a Maryland  corporation to a Delaware
business trust.

         Only  shareholders  who owned shares of the  Portfolios at the close of
business on November 17, 2000,  the record date,  will be entitled to notice and
to vote at the January 25, 2001 special shareholders meeting.




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