OVERLAND EXPRESS FUNDS INC
497, 1997-02-11
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                          OVERLAND EXPRESS FUNDS, INC.

                             SMALL CAP STRATEGY FUND

                       Supplement dated February 10, 1997
                   to the Prospectus dated September 16, 1996

     The following two paragraphs replace the fourth, fifth and sixth paragraphs
under the Prospectus section "Management of the Fund - Investment Adviser":

     Mr. Jon Hickman,  as Manager of the Growth Equity Team, has been co-manager
of the Small Cap Master  Portfolio  since its inception in September  1996.  Mr.
Hickman co-managed the Small Capitalization Growth Fund from November 1994 until
the sale of its assets to the Small Cap Master  Portfolio in September 1996. Mr.
Hickman has over sixteen years'  experience in the investment  management field.
He joined  Wells  Fargo in 1986  managing  equity and  balanced  portfolios  for
individuals  and employee  benefit plans. He is a senior member of Wells Fargo's
Equity Strategy Committee.  Mr. Hickman has a B.A. and an M.B.A. in Finance from
Brigham Young University.


     Mr.  Steve  Enos,  as a member of the  Growth  Equity  Team,  also has been
co-manager  of the Small Cap Master  Portfolio  since its inception in September
1996.  Mr.  Enos also  co-managed  the  Small  Capitalization  Growth  Fund from
November 1994 until the sale of its assets to the Small Cap Master  Portfolio in
September  1996.  Mr. Enos joined Wells Fargo in 1993.  He began his career with
First  Interstate  Bank where he was an assistant  vice  president and portfolio
manager. From 1991 to 1993, Mr. Enos was a principal at Dolan Capital Management
where he managed both  personal and pension  portfolios.  Mr. Enos  received his
undergraduate  degree in Economics  from the  University of California at Davis.
Mr. Enos is a Chartered  Financial  Analyst and a member of the  Association for
Investment Management and Research.

                                                                [85P SUPP 2/97]

<PAGE>




                          OVERLAND EXPRESS FUNDS, INC.

                              STRATEGIC GROWTH FUND

                       Supplement dated February 10, 1997
                    to the Prospectus dated February 20, 1996
                        as supplemented on June 12, 1996

     The following two  paragraphs  replace the last four  paragraphs  under the
Prospectus section "Management of the Fund and the Master Portfolio-  Investment
Adviser":

     Mr. Jon Hickman,  as Manager of the Growth Equity Team, has been co-manager
of the Capital  Appreciation Master Portfolio since its inception in March 1996.
Mr.  Hickman has over sixteen  years'  experience in the  investment  management
field. He joined Wells Fargo in 1986 managing equity and balanced portfolios for
individuals  and employee  benefit plans. He is a senior member of Wells Fargo's
Equity Strategy Committee.  Mr. Hickman has a B.A. and an M.B.A. in Finance from
Brigham Young University.

     Mr. Steve Enos, as a member of the Growth Equity Team,  assists Mr. Hickman
with the day-to-day management of the Capital Appreciation Master Portfolio. Mr.
Enos joined Wells Fargo in 1993. He began his career with First  Interstate Bank
where he was an assistant  vice  president and portfolio  manager.  From 1991 to
1993, Mr. Enos was a principal at Dolan Capital Management where he managed both
personal and pension portfolios.  Mr. Enos received his undergraduate  degree in
Economics  from the  University of California at Davis.  Mr. Enos is a Chartered
Financial Analyst and a member of the Association for Investment  Management and
Research.                                                                       



                                                           [83P SUPP 2/97]






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