CREST FUNDS INC
497, 1996-07-23
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                        CrestFunds, Inc.
                         Investors Class

              Supplement dated July 15, 1996 to the
                 Prospectus dated March 28, 1996


1.   The Prospectus is hereby amended and supplemented to change
the Other Expenses figure on page 3 for the Virginia Intermediate
Municipal Bond Fund from .23 to .29 and the Total Operating
Expenses figure on page 3 for the Virginia Intermediate Municipal
Bond Fund from .73 to .79.

2.   The Prospectus is hereby amended and supplemented to change
the 1 year, 3 year, 5 year and 10 year numbers included on the
Example table on page 4 for the Virginia Intermediate Municipal
Bond Fund from 42, 58, 74 and 122 to 43, 59, 77 and 129,
respectively.

3.   The Prospectus is hereby amended and supplemented to delete
the fourth paragraph on page 5 and to replace it with the
following paragraph:

     Absent the waiver of administration fees, Other Expenses for
     both A and B Shares for the Government Bond Fund, Maryland
     Municipal Bond Fund and Virginia Municipal Bond Fund would
     be .37%, .77% and .37%, respectively.

4.   The Prospectus is hereby amended and supplemented to add the
following as the last sentence of the first paragraph under the
section "Investment Policies - Special Equity Fund" on page 20 as
follows:

     See "Appendix" for a description of the other types of
     securities in which the Fund may invest.

5.   The Prospectus is hereby amended and supplemented to add the
following paragraph as the last paragraph of the section
"Investment Policies - Special Equity Fund" on page 21 as
follows:

     The Fund will invest in derivative securities for hedging
     purposes only.  The Fund will not use more than 5% of its
     assets to acquire derivative securities.  For this purpose,
     "derivative securities" shall mean Indexed Securities,
     Stripped Mortgage-Backed Securities and Stripped Government
     Securities.  However, the Fund will not invest in Indexed
     Securities.  See "Appendix" for a description of these types
     of securities.

6.   Effective June 1, 1996, all references in the Prospectus to
SEI Financial Management Corporation as administrator of the Fund
are hereby replaced with SEI Fund Resources.

     In addition, the Prospectus is hereby amended and
     supplemented to delete the first paragraph of the section
     "Administrator and Distributor" on page 34 and to replace it
     with the following paragraph:

     SEI Fund Resources (the "Administrator"), a Delaware
     business trust, provides the Company with administrative
     services, including fund accounting, regulatory reporting,
     necessary office space, equipment, personnel, and
     facilities.  SEI Financial Management Corporation, a
     wholly-owned subsidiary of SEI Corporation ("SEI"), is the
     owner of all beneficial interest in the Administrator.







          RETAIN THIS SUPPLEMENT FOR FUTURE REFERENCE. 

<PAGE>
                        CrestFunds, Inc.
                           Trust Class

              Supplement dated July 15, 1996 to the
                 Prospectus dated March 28, 1996


1.   The Prospectus is hereby amended and supplemented to change
the Other Expenses figure on page 3 for the Virginia Intermediate
Municipal Bond Fund from .22 to .28 and the Total Operating
Expenses figure on page 3 for the Virginia Intermediate Municipal
Bond Fund from .72 to .78.

2.   The Prospectus is hereby amended and supplemented to change
the 1 year, 3 year, 5 year and 10 year numbers included on the
Example table on page 3 for the Virginia Intermediate Municipal
Bond Fund from 7, 23, 40 and 89 to 8, 25, 43 and 97,
respectively.

3.   The Prospectus is hereby amended and supplemented to delete
the third and fourth sentences of the second paragraph on page 4
and to replace them with the following sentences:

     Absent the waiver of administration fees, Other Expenses
     would be .36%, .36% and .76% for the Government Bond Fund,
     Virginia Municipal Bond Fund and the Maryland Municipal Bond
     Fund, respectively.  Absent all fee waivers, Total
     Operating Expenses would be .81% for the Cash Reserve Fund,
     U.S. Treasury Money Fund and Tax Free Money Fund and .93%,
     1.03%, 1.11%, .93%, 1.11%, 1.36%, 1.17%, 1.25%, and 1.19%
     for the Limited Term Bond Fund, Intermediate Bond Fund,
     Government Bond Fund, Virginia Intermediate Municipal Bond
     Fund, Virginia Municipal Bond Fund, Maryland Municipal 
     Bond Fund, Value Fund, Capital Appreciation Fund, and
     Special Equity Fund, respectively.

4.   The Prospectus is hereby amended and supplemented to add the
following as the last sentence of the first paragraph under the
section "Investment Policies - Special Equity Fund" on page 18 as
follows:

     See "Appendix" for a description of the other types of
     securities in which the Fund may invest.

5.   The Prospectus is hereby amended and supplemented to add the
following paragraph as the last paragraph of the section
"Investment Policies - Special Equity Fund" on page 18 as
follows:

     The Fund will invest in derivative securities for hedging
     purposes only.  The Fund will not use more than 5% of its
     assets to acquire derivative securities.  For this purpose,
     "derivative securities" shall mean Indexed Securities,
     Stripped Mortgage-Backed Securities and Stripped Government
     Securities.  However, the Fund will not invest in Indexed
     Securities.  See "Appendix" for a description of these types
     of securities.

6.   Effective June 1, 1996, all references in the Prospectus to
SEI Financial Management Corporation as administrator of the Fund
are hereby replaced with SEI Fund Resources.

     In addition, the Prospectus is hereby amended and
     supplemented to delete the first paragraph of the section
     "Administrator and Distributor" on page 27 and to replace it
     with the following paragraph:

     SEI Fund Resources (the "Administrator"), a Delaware
     business trust, provides the Company with administrative
     services, including fund accounting, regulatory reporting,
     necessary office space, equipment, personnel, and
     facilities.  SEI Financial Management Corporation, a
     wholly-owned subsidiary of SEI Corporation ("SEI"), is the
     owner of all beneficial interest in the Administrator.



          RETAIN THIS SUPPLEMENT FOR FUTURE REFERENCE. 
<PAGE>
                        CrestFunds, Inc.
                           Trust Class

              Supplement dated July 15, 1996 to the
    Statement of Additional Information dated March 28, 1996


     Effective June 1, 1996, all references in the Statement of
Additional Information to SEI Financial Management Corporation as
administrator of the Fund are hereby replaced with SEI Fund
Resources and the reference to SEI Financial Services Company in
the first paragraph of the section "Administrator and Distributor
- - The Administrator" on page 27 is replaced with SEI Fund
Resources.

     In addition, the Statement of Additional Information is
hereby amended and supplemented to delete the third paragraph of
the section "Administrator and Distributor - The Administrator"
on page 27 and to replace it with the following paragraph:

     The Administrator, a Delaware business trust, has its
     principal business offices at 680 East Swedesford Road,
     Wayne, Pennsylvania  19087-1658.  SEI Financial Management
     Corporation ("SFM"), a wholly-owned subsidiary of SEI
     Corporation ("SEI"), is the owner of all beneficial interest
     in the Administrator.  SEI and its affiliates, including the
     Administrator, are leading providers of funds evaluation
     services, trust accounting systems, and brokerage and
     information services to financial institutions,
     institutional investors, and money managers.  The
     Administrator and its affiliates also serve as administrator
     to the following other mutual funds: The Achievement Funds
     Trust, The Advisors' Inner Circle Fund, The Arbor Fund, ARK
     Funds, Bishop Street Funds, CoreFunds, Inc., CUFUND, FMB
     Funds, Inc., First American Funds, Inc., First American
     Investment Funds, Inc., Inventor Funds, Inc., Marquis
     Funds(R), Monitor Funds, Morgan Grenfell Investment Trust, 
     The PBHG Funds, Inc, The Pillar Funds, Rembrandt Funds(R), 
     1784 Funds(R), SEI Asset Allocation Trust, SEI Daily Income 
     Trust, SEI Index Funds, SEI Institutional Investments Trust, 
     SEI Institutional Managed Trust, SEI International Trust, SEI
     Liquid Asset Trust, SEI Tax Exempt Trust, Stepstone Funds,
     STI Classic Funds, STI Classic Variable Trust, and Turner
     Funds.

<PAGE>
                        CrestFunds, Inc.
                         Investors Class

              Supplement dated July 15, 1996 to the
    Statement of Additional Information dated March 28, 1996


     Effective June 1, 1996, all references in the Statement of
Additional Information to SEI Financial Management Corporation as
administrator of the Fund are hereby replaced with SEI Fund
Resources and the reference to SEI Financial Services Company in
the first paragraph of the section "Administrator and Distributor
- - The Administrator" on page 28 is replaced with SEI Fund
Resources.

     In addition, the Statement of Additional Information is
hereby amended and supplemented to delete the third paragraph of
the section "Administrator and Distributor - The Administrator"
on page 28 and to replace it with the following paragraph:

     The Administrator, a Delaware business trust, has its
     principal business offices at 680 East Swedesford Road,
     Wayne, Pennsylvania  19087-1658.  SEI Financial Management
     Corporation ("SFM"), a wholly-owned subsidiary of SEI
     Corporation ("SEI"), is the owner of all beneficial interest
     in the Administrator.  SEI and its affiliates, including the
     Administrator, are leading providers of funds evaluation
     services, trust accounting systems, and brokerage and
     information services to financial institutions,
     institutional investors, and money managers.  The
     Administrator and its affiliates also serve as administrator
     to the following other mutual funds: The Achievement Funds
     Trust, The Advisors' Inner Circle Fund, The Arbor Fund, ARK
     Funds, Bishop Street Funds, CoreFunds, Inc., CUFUND, FMB
     Funds, Inc., First American Funds, Inc., First American
     Investment Funds, Inc., Inventor Funds, Inc., Marquis
     Funds(R), Monitor Funds, Morgan Grenfell Investment Trust, 
     The PBHG Funds, Inc, The Pillar Funds, Rembrandt Funds(R), 
     1784 Funds(R), SEI Asset Allocation Trust, SEI Daily Income 
     Trust, SEI Index Funds, SEI Institutional Investments Trust, 
     SEI Institutional Managed Trust, SEI International Trust, SEI
     Liquid Asset Trust, SEI Tax Exempt Trust, Stepstone Funds,
     STI Classic Funds, STI Classic Variable Trust, and Turner
     Funds.



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