ECLIPSE FUNDS
497, 1999-01-15
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                                  ECLIPSE FUNDS

                        Supplement Dated January 15, 1999
                         to Prospectus Dated May 1, 1998


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

         With  respect to the Ultra  Short Term  Income  Fund,  the  Manager has
voluntarily agreed to reduce its fee payable under the 1994 Contract, as defined
herein,  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.

With respect to the Balanced Fund, the management fee payable to the Manager has
been  reduced,  effective  January 1, 1999,  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.

With respect to the Growth and Income Fund,  the Manager is no longer  waiving a
portion of its fee payable under the 1994 Contract, as defined herein, and is no
longer  maintaining the expense ratio at a level not to exceed 0.95%  (including
certain indirect expenses).


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

(C)  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,
     is changed to:

                        470 Park Avenue South, 16th Floor
                            New York, New York 10016

(D)  Effective  January 1, 1999,  the Eclipse  Equity  Fund was renamed  Eclipse
     Small Cap Value Fund,  and the  Eclipse  Growth and Income Fund was renamed
     Eclipse Mid Cap Value Fund.



<PAGE>


                                  ECLIPSE FUNDS

                        Supplement Dated January 15, 1999
            to Statement of Additional Information Dated May 1, 1998

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

         With  respect to the Ultra  Short Term  Income  Fund,  the  Manager has
voluntarily agreed to reduce its fee payable under the 1994 Contract, as defined
herein,  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.

     With  respect to the  Balanced  Fund,  the  management  fee  payable to the
Manager  has been  reduced,  effective  January 1, 1999,  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.

     With  respect  to the  Growth and  Income  Fund,  the  Manager is no longer
waiving a portion of its fee payable under the 1994 Contract, as defined herein,
and is no longer  maintaining  the expense  ratio at a level not to exceed 0.95%
(including certain indirect expenses).

(B)  The annual management fee rate of 0.80% for the Balanced Fund is amended to
     0.75%  where  listed  in the  management  fee  schedule  on  page  9  under
     "Manager".

(C)  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, is changed to:

                        470 Park Avenue South, 16th Floor
                            New York, New York 10016

(D)  Effective  January 1, 1999,  the Eclipse  Equity  Fund was renamed  Eclipse
     Small Cap Value Fund,  and the  Eclipse  Growth and Income Fund was renamed
     Eclipse Mid Cap Value Fund.



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