EASTCLIFF FUNDS INC, 497, 1999-05-20

EASTCLIFF FUNDS INC
497, 1999-05-20

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                              EASTCLIFF FUNDS, INC.

              Supplement to the Statement of Additional Information
                             Dated October 31, 1998





       Effective May 17, 1999, the officers of Eastcliff Funds, Inc. are:

       Conley Brooks, Jr.                        President

       John A. Clymer                            Vice President, Secretary and
                                                 Treasurer

       Sarah A. Hillesheim                       Vice President and Assistant 
                                                 Secretary

       A. Rodney Boren                           Vice President

       Patrice J. Neverett                       Vice President
                                                
See "Directors and Officers of the  Corporation" on pages 12-16 of the Statement
of Additional  Information for more information  about the officers of Eastcliff
Funds, Inc.

                           The date of this Supplement is May 20, 1999.