ECLIPSE FUNDS
497, 1998-11-23
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                                  ECLIPSE FUNDS
                          Ultra Short Term Income Fund
                                  Balanced Fund
                             Growth and Income Fund
                                   Equity Fund


                       Supplement Dated November 23, 1998
                         to Prospectus Dated May 1, 1998


         Supplement  provisions (A) and (B) apply exclusively to the Ultra Short
Term Income Fund and the Balanced Fund.  Supplement provision (C) applies to all
four investment portfolios under the Eclipse Funds (the "Trust").

(A) The  following  two  paragraphs  are inserted (1) before the last  paragraph
under "Table of Fees and  Expenses" on page 4 and (2) after the first  paragraph
in the second column on page 24:

                  Effective January 1, 1999, the Manager has voluntarily  agreed
to reduce its fee  payable  under the 1994  Contract,  as defined  herein,  with
respect to the Ultra  Short Term Income Fund from an annual rate of 0.40% of the
Fund's average daily net assets to an annual rate of 0.20% of the Fund's average
daily net assets for a three year period ending December 31, 2001.

         In addition,  effective  January 1, 1999, the management fee payable to
the Manager with  respect to the  Balanced  Fund has been reduced from an annual
rate of 0.80% of the Fund's  average daily net assets to an annual rate of 0.75%
of the Fund's average daily net assets pursuant to an October 20, 1998 amendment
to the 1987 Contract, as defined herein.

(B) The annual  management fee rate of 0.80%  pertaining to the Balanced Fund is
amended to 0.75% wherever listed in the fee schedules (1) under "The Manager" on
page 9 and (2) under "Investment Management Contracts" on page 24.

(C) Effective  November 23, 1998, the mailing  address of the Trust and Towneley
Capital  Management,  Inc.,  listed as 144 E. 30th Street,  New York,  New York,
10016, in the Prospectus, will change to:

                                    470 Park Avenue South
                                    New York, New York  10016

<PAGE>
                                                                  

                                  ECLIPSE FUNDS
                          Ultra Short Term Income Fund
                                  Balanced Fund
                             Growth and Income Fund
                                   Equity Fund


                       Supplement Dated November 23, 1998
            to Statement of Additional Information Dated May 1, 1998

         Supplement  provisions (A) and (B) apply exclusively to the Ultra Short
Term Income Fund and the Balanced Fund.  Supplement provision (C) applies to all
four investment portfolios under the Eclipse Funds (the "Trust").

(A) The following two paragraphs are inserted after the fifth complete paragraph
under the management fee schedule on page 9:

                  Effective January 1, 1999, the Manager has voluntarily  agreed
to reduce its fee  payable  under the 1994  Contract,  as defined  herein,  with
respect to the Ultra  Short Term Income Fund from an annual rate of 0.40% of the
Fund's average daily net assets to an annual rate of 0.20% of the Fund's average
daily net assets for a three year period ending December 31, 2001.

         In addition,  effective  January 1, 1999, the management fee payable to
the Manager with  respect to the  Balanced  Fund has been reduced from an annual
rate of 0.80% of the Fund's  average daily net assets to an annual rate of 0.75%
of the Fund's average daily net assets pursuant to an October 20, 1998 amendment
to the 1987 Contract, as defined herein.

(B) The annual  management fee rate of 0.80%  pertaining to the Balanced Fund is
amended to 0.75% where listed in the fee schedule under "Manager" on page 8.

(C) Effective  November 23, 1998, the mailing  address of the Trust and Towneley
Capital  Management,  Inc.,  listed as 144 E. 30th Street,  New York,  New York,
10016, in the Statement of Additional Information, will change to:

                                    470 Park Avenue South
                                    New York, New York  10016




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