NATIONS FUND, INC.
NATIONS INTERNATIONAL EQUITY FUND
Supplement dated January 20, 1999
to Prospectuses dated August 1, 1998
The combined prospectuses for the Primary A, Primary B, Investor A,
Investor B and Investor C Shares of Nations International Equity Fund are hereby
supplemented by adding the following paragraph after the paragraph under the
heading "How the Funds Are Managed--Investment Adviser" concerning Gartmore
Global Partners:
On December 2, 1998, the Board of Directors of Nations Fund,
Inc. approved INVESCO Global Asset Management (N.A.), Inc. ("INVESCO")
and Putnam Investment Management, Inc. ("Putnam") to serve with
Gartmore as investment sub-advisers for Nations International Equity
Fund. Pursuant to the new sub-advisory arrangements, each of the three
investment sub-advisers would be responsible for managing approximately
one-third of Nations International Equity Fund's assets and each
investment sub-adviser would receive fees based on the actual amount of
assets managed by such investment sub-adviser. In order for INVESCO and
Putnam to serve as investment sub-advisers to Nations International
Equity Fund, the shareholders of Nations International Equity Fund must
approve the new investment sub-advisory agreements with each of INVESCO
and Putnam. It is expected that the Company will call a special meeting
of shareholders seeking approval of the new investment sub-advisory
arrangements to be held in April 1999.
