CRESTFUNDS INC/
497, 1999-03-09
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                                CRESTFUNDS, INC.
                                 Investors Class

                      Supplement dated March 9, 1999 to the
                         Prospectus dated March 31, 1998


At the end of the section "THE  ADVISER" on page 35 of the  Prospectus,  add the
following:

         On July 20, 1998 it was announced  that Crestar  Financial  Corporation
("Crestar"),  the  parent of Crestar  Bank which is the parent of Crestar  Asset
Management  Corporation  ("CAMCO"),  the Funds' investment adviser, and SunTrust
Banks, Inc. ("SunTrust"),  had signed a definitive agreement for the acquisition
of Crestar by SunTrust.  The acquisition of Crestar by SunTrust was completed on
December 31, 1998.

         On February 19, 1999,  the Board of Directors of the Funds  unanimously
approved the  combinations  (the "Proposed  Combinations")  of each of the Funds
with certain new and existing STI Classic Funds (mutual funds that are served by
investment advisers that are subsidiaries of SunTrust), and recommended that the
shareholders  of the Funds  approve  the  Proposed  Combinations.  The  Proposed
Combinations  are  intended to be tax free to the Funds and their  shareholders.
The Board of Directors of the Funds also  anticipates  holding a special meeting
of the  shareholders  in May of 1999 so that the  shareholders  of the Funds can
vote on the  Proposed  Combinations.  Shareholders  of the  Funds  will  receive
additional written materials about the Proposed  Combinations  through the mail.
The Proposed  Combinations are subject to certain  regulatory  approvals and the
approval of the shareholders of the Funds.


                   RETAIN THIS SUPPLEMENT FOR FUTURE REFERENCE

<PAGE>
                                CRESTFUNDS, INC.
                                   Trust Class

                      Supplement dated March 9, 1999 to the
                         Prospectus dated March 31, 1998


At the end of the section "THE  ADVISER" on page 27 of the  Prospectus,  add the
following:

         On July 20, 1998 it was announced  that Crestar  Financial  Corporation
("Crestar"),  the  parent of Crestar  Bank which is the parent of Crestar  Asset
Management  Corporation  ("CAMCO"),  the Funds' investment adviser, and SunTrust
Banks, Inc. ("SunTrust"),  had signed a definitive agreement for the acquisition
of Crestar by SunTrust.  The acquisition of Crestar by SunTrust was completed on
December 31, 1998.

         On February 19, 1999,  the Board of Directors of the Funds  unanimously
approved the  combinations  (the "Proposed  Combinations")  of each of the Funds
with certain new and existing STI Classic Funds (mutual funds that are served by
investment advisers that are subsidiaries of SunTrust), and recommended that the
shareholders  of the Funds  approve  the  Proposed  Combinations.  The  Proposed
Combinations  are  intended to be tax free to the Funds and their  shareholders.
The Board of Directors of the Funds also  anticipates  holding a special meeting
of the  shareholders  in May of 1999 so that the  shareholders  of the Funds can
vote on the  Proposed  Combinations.  Shareholders  of the  Funds  will  receive
additional written materials about the Proposed  Combinations  through the mail.
The Proposed  Combinations are subject to certain  regulatory  approvals and the
approval of the shareholders of the Funds.


                   RETAIN THIS SUPPLEMENT FOR FUTURE REFERENCE

<PAGE>

                                CRESTFUNDS, INC.
                                Life Vision Class

                      Supplement dated March 9, 1999 to the
                         Prospectus dated March 31, 1998


At the end of the section "THE ADVISER" on page 13-LV of the Prospectus, add the
following:


         On July 20, 1998 it was announced  that Crestar  Financial  Corporation
("Crestar"),  the  parent of Crestar  Bank which is the parent of Crestar  Asset
Management  Corporation  ("CAMCO"),  the Funds' investment adviser, and SunTrust
Banks, Inc. ("SunTrust"),  had signed a definitive agreement for the acquisition
of Crestar by SunTrust.  The acquisition of Crestar by SunTrust was completed on
December 31, 1998.

         On February 19, 1999,  the Board of Directors of the Funds  unanimously
approved the  combinations  (the "Proposed  Combinations")  of each of the Funds
with certain new and existing STI Classic Funds (mutual funds that are served by
investment advisers that are subsidiaries of SunTrust), and recommended that the
shareholders  of the Funds  approve  the  Proposed  Combinations.  The  Proposed
Combinations  are  intended to be tax free to the Funds and their  shareholders.
The Board of Directors of the Funds also  anticipates  holding a special meeting
of the  shareholders  in May of 1999 so that the  shareholders  of the Funds can
vote on the  Proposed  Combinations.  Shareholders  of the  Funds  will  receive
additional written materials about the Proposed  Combinations  through the mail.
The Proposed  Combinations are subject to certain  regulatory  approvals and the
approval of the shareholders of the Funds.


                   RETAIN THIS SUPPLEMENT FOR FUTURE REFERENCE




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