OVERLAND EXPRESS FUNDS INC
497, 1996-11-12
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                          OVERLAND EXPRESS FUNDS, INC.

                      California Tax-Free Money Market Fund
                                Money Market Fund
                         U.S. Treasury Money Market Fund

                       Supplement dated November 12, 1996
             to Prospectus for Class A Shares dated May 1, 1996 and
         to Prospectus for Institutional Class Shares dated May 1, 1996

         As of  November  12,  1996,  the net  asset  values  for  shares of the
above-referenced Funds will be calculated as of 3:00 p.m. and 4:00 p.m. (Eastern
time)  instead of 12:00 noon and 4:00 p.m.  (New York time).  All  references to
"12:00 noon" and "(New York time)"  under  "Determination  of Net Asset  Value,"
"Purchase  of  Shares,"  "Exchange  Privileges,"  "Redemption  of  Shares,"  and
"Dividends  and  Distributions"  in each  Prospectus are hereby changed to "3:00
p.m." and "(Eastern time)," respectively.



                                                          (MMP, 91P SUPP 11/96)
                                                                               

<PAGE>
 

                          OVERLAND EXPRESS FUNDS, INC.

                National Tax-Free Institutional Money Market Fund

                       Supplement dated November 12, 1996
                        to Prospectus dated April 1, 1996


     As  of  November  12,  1996,   the  net  asset  value  for  shares  of  the
above-referenced Fund will be calculated as of 12:00 noon and 1:00 p.m. (Pacific
time) instead of 9:00 a.m. and 1:00 p.m.  (Pacific time).  All references in the
Prospectus to "9:00 a.m." under  "Investing in the Fund,"  "Dividends,"  "How to
Redeem Shares," and "Exchange Privilege" are hereby changed to "12:00 noon."

                                                                             
                                                               (92P SUPP 11/96)

<PAGE>


                          OVERLAND EXPRESS FUNDS, INC.


                               Overland Sweep Fund

                       Supplement dated November 12, 1996
                        to Prospectuses dated May 1, 1996

     As  of  November  12,  1996,   the  net  asset  value  for  shares  of  the
above-referenced  Fund will be calculated as of 3:00 p.m. and 4:00 p.m. (Eastern
time) instead of 12:00 noon and 4:00 p.m. (New York time). All references in the
Prospectus  to "12:00  noon" and "(New York time)" under  "Determination  of Net
Asset Value --Dividends and Distributions" are hereby changed to "3:00 p.m." and
"(Eastern time)," respectively.




                                                               (80P SUPP 11/96)




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