NATIONS FUND INC
497, 1999-11-12
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                               NATIONS FUND TRUST
                               NATIONS FUND, INC.
                                NATIONS RESERVES
                       Supplement dated November 10, 1999
                      to Prospectuses dated August 1, 1999

A.   The combined  prospectuses  for the Primary A,  Investor A,  Investor B and
     Investor C Shares for the State  Municipal Bond Funds of Nations Fund Trust
     and Nations  Reserves  hereby are  supplemented  by  deleting  the last two
     sentences in the section provided in each Fund description under "About the
     State Municipal Bond Funds" entitled "Risks and other things to consider --
     Investment strategy risk."

B.   The combined prospectuses for the Money Market Funds of Nations Fund Trust,
     Nations Fund, Inc. and Nations Reserves are hereby supplemented by deleting
     the first call-out  sentence in the section entitled "About your investment
     -- How Shares are priced," and inserting the following in its place:

          A business day is any day that the Federal Reserve Bank of New York is
          open, except that the Funds will be closed on December 24, 1999 and at
          1:00 p.m. on December 31, 1999 even though the Federal Reserve Bank of
          New York may be open on those days and after that time.




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