ARIEL GROWTH FUND
497, 1999-08-06
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                       SUPPLEMENT DATED AUGUST 2, 1999 TO
                       ARIEL MUTUAL FUNDS PROSPECTUS DATED
                                FEBRUARY 1, 1999

The following replaces the first paragraph of "EXCHANGING SHARES" on page 38 of
the ARIEL FUND, ARIEL APPRECIATION FUND AND ARIEL PREMIER BOND FUND-INVESTOR
CLASS PROSPECTUS dated February 1, 1999 and page 22 of the ARIEL PREMIER BOND
FUND-INSTITUTIONAL CLASS PROSPECTUS dated February 1, 1999:

Effective September 1,1999 Ariel Mutual Funds is replacing the current three
Cash Resource Trust Money Market Fund exchange options with the SSgA Money
Market Fund.

SSgA Money Market Fund's fundamental investment objective is to maximize current
income, to the extent consistent with the preservation of capital and liquidity
and the maintenance of a stable $1.00 per share net asset value, by investing in
dollar dominated securities with remaining maturities of one year or less.

You may exchange the shares of any Ariel Mutual Fund you own for shares of any
of the other Ariel Mutual Funds. Also, you may exchange your shares for shares
of SSgA Money Market Fund. As long as you meet the required minimum for each
fund, you do not have to pay for the exchange. You should read the prospectus
for any new fund in which you invest.

The SSgA Money Market Fund is a portfolio of the SSgA Funds, an open-end
management investment company with multiple portfolios (commonly known as a
mutual fund) advised by State Street Bank and Trust Company, 225 Franklin
Street, Boston, MA 02110, and not affiliated with the Ariel Mutual Funds or
Ariel Distributors, Inc. Prior to making an exchange, you should carefully read
the prospectus for the SSgA Money Market Fund. The exchange privilege does not
constitute an offering or recommendation on the part of the Ariel Mutual Funds
or Ariel Distributors, Inc. of an investment in SSgA Money Market Fund.

FOR MORE INFORMATION, OR TO RECEIVE AN SSGA MONEY MARKET FUND PROSPECTUS, CALL
AN ARIEL REPRESENTATIVE AT 800-292-7435, OPTION 1. THE EXCHANGE PRIVILEGES WITH
THE CASH RESOURCE TRUST FUNDS WILL TERMINATE ON AUGUST 31, 1999.

INVESTMENTS IN THE SSGA MONEY MARKET FUND ARE NEITHER INSURED NOR GUARANTEED BY
THE US GOVERNMENT. THERE IS NO ASSURANCE THAT THE SSGA MONEY MARKET FUND WILL
MAINTAIN A STABLE NET ASSET VALUE OF $1.00 PER SHARE.





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