VISION GROUP OF FUNDS INC
497, 1994-01-31
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VISION GROWTH AND INCOME FUND
(A Portfolio of Vision Group of Funds, Inc.)
- --------------------------------------------------------------------------------
     SUPPLEMENT TO THE PROSPECTUS DATED NOVEMBER 2, 1993

          1. Please replace the Summary of the Fund's Expenses on page 4 in your
             prospectus with the following:

                              A SUMMARY OF THE FUND'S EXPENSES

             Every mutual fund incurs expenses in conducting operations,
             managing investments and providing services to shareholders. The
             following summary breaks out the Fund's expenses. You should
             consider this expense information, along with other information
             provided in this prospectus, in making your investment decision.

                              SHAREHOLDER TRANSACTION EXPENSES

<TABLE>
<CAPTION>
                                                                                     VISION GROWTH
                                                                                          AND
                                                                                      INCOME FUND
                                                                                    ----------------
              <S>                                                                         <C>
              Maximum Sales Load Imposed on Purchases (as a percentage of offering
                price)..............................................................      4.50%
              Maximum Sales Load Imposed on Reinvested Dividends
                (as a percentage of offering price).................................       None
              Deferred Sales Load (as a percentage of original purchase price or
                redemption proceeds, as applicable).................................       None
              Redemption Fees (as a percentage of amount redeemed, if applicable)...       None
              Exchange Fee..........................................................       None
</TABLE>

                        ANNUAL FUND OPERATING EXPENSES*
               (as a percentage of projected average net assets)

<TABLE>
              <S>                                                                         <C>
              Management fees (after waiver)(1).....................................      0.00%
              12b-1 fees (2)........................................................      0.00%
              Other Expenses (after waiver and reimbursement) (3)...................      0.00%
                  Shareholder Servicing Fee (2)............................    0.00%
                       Total Fund Operating Expenses (4)............................      0.00%
</TABLE>

           (1) The estimated management fee of the Fund has been reduced to
               reflect the anticipated voluntary waiver by the investment
               adviser and/or sub-adviser. The adviser and/or sub-adviser can
               terminate their voluntary waiver of fee at any time at their sole
               discretion. The maximum management fee is 0.70% for the Fund.

           (2) The Fund has no present intention of paying or accruing 12b-l
               fees or shareholder servicing agent fees during the fiscal year
               ending April 30, 1994. If the Fund were paying or accruing 12b-l
               fees or shareholder servicing agent fees, the Fund would be able
               to pay up to 0.25% of its average daily net assets for 12b-l fees
               and up to 0.25% of its average daily net assets for shareholder
               servicing agent fees. See "Fund Management, Distribution and
               Administration."

           (3) Other expenses are estimated to be 1.25% absent the anticipated
               voluntary waiver by the administrator and the anticipated
               voluntary reimbursement of expenses by the investment adviser.

           (4) Total Fund Operating Expenses are estimated to be 1.95%, absent
               the anticipated voluntary waivers and the reimbursement explained
               in footnotes (1) and (3).

           * Annual Fund Operating Expenses are estimated based on average
           expenses expected to be incurred during the fiscal year ending April
           30, 1994. During the course of this period, expenses may be more or
           less than the average amount shown.

           THE TABLE ABOVE CAN HELP YOU UNDERSTAND THE VARIOUS COSTS AND
           EXPENSES THAT A SHAREHOLDER IN THE FUND WILL BEAR, EITHER DIRECTLY OR
           INDIRECTLY. FOR MORE COMPLETE DESCRIPTIONS OF THE VARIOUS COSTS AND
           EXPENSES, SEE THE SECTION "FUND MANAGEMENT, DISTRIBUTION AND
           ADMINISTRATION" ON PAGE 13. WIRE-TRANSFERRED REDEMPTIONS OF LESS THAN
           $5,000 MAY BE SUBJECT TO ADDITIONAL FEES.

<TABLE>
<CAPTION>
                                                                                   VISION GROWTH AND
                                                                                      INCOME FUND
                                                                                   ------------------
                                                                                   1 YEAR    3 YEARS
                                                                                   ------    --------
              <S>                                                                  <C>       <C>
              You would pay the following expenses on a $1,000 investment
              assuming (1) 5% annual return and (2) redemption at the end of
                each time period. The Fund charges no redemption fees...........    $ 45       $ 45
</TABLE>

           THE ABOVE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF FUTURE
           EXPENSES. ACTUAL EXPENSES MAY BE HIGHER OR LOWER THAN THOSE SHOWN.
           THIS EXAMPLE IS BASED ON ESTIMATED DATA FOR THE FUND'S FISCAL YEAR
           ENDING APRIL 30, 1994.

         2. Please revise the fifth paragraph under the section "Telephone
            Redemptions," on page 22 as follows:

                "If you hold shares in certificate form or hold Fund shares
                through an IRA account, you cannot redeem those shares by phone,
                but instead must redeem them in writing as explained below."

                                                                January 31, 1994
     FEDERATED SECURITIES CORP.
(LOGO)
- --------------------------------------------------------------------------------
     Distributor
     4010501A (1/94)

                                IMPORTANT NOTICE
Dear Shareholder:
The following is a supplement to your prospectus for Vision Growth and Income
Fund. It reflects the waiver and reimbursement of all Fund operating expenses
and clarifies the procedures for redeeming shares held through an IRA account.

We suggest that you keep this supplement for your records.

- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- --

           RETAIN THIS PORTION AND ATTACH TO YOUR CURRENT PROSPECTUS

VISION GROWTH AND INCOME FUND
(A Portfolio of Vision Group of Funds, Inc.)
- --------------------------------------------------------------------------------
SUPPLEMENT TO THE PROSPECTUS DATED NOVEMBER 2, 1993

1. Please replace the Summary of the Fund's Expenses on page 4 in your
   prospectus with the following:

                        A SUMMARY OF THE FUND'S EXPENSES

Every mutual fund incurs expenses in conducting operations, managing investments
and providing services to shareholders. The following summary breaks out the
Fund's expenses. You should consider this expense information, along with other
information provided in this prospectus, in making your investment decision.

                        SHAREHOLDER TRANSACTION EXPENSES

<TABLE>
<CAPTION>
                                                                                  VISION GROWTH
                                                                                       AND
                                                                                   INCOME FUND
                                                                                 ----------------
<S>                                                                                    <C>
Maximum Sales Load Imposed on Purchases (as a percentage of offering price)......      4.50%
Maximum Sales Load Imposed on Reinvested Dividends
  (as a percentage of offering price)............................................       None
Deferred Sales Load (as a percentage of original purchase price or redemption
  proceeds, as applicable).......................................................       None
Redemption Fees (as a percentage of amount redeemed, if applicable)..............       None
Exchange Fee.....................................................................       None
</TABLE>

                        ANNUAL FUND OPERATING EXPENSES*
               (as a percentage of projected average net assets)

<TABLE>
<S>                                                                                    <C>
Management fees (after waiver)(1)................................................      0.00%
12b-1 fees (2)...................................................................      0.00%
Other Expenses (after waiver and reimbursement) (3)..............................      0.00%
    Shareholder Servicing Fee (2).......................................    0.00%
         Total Fund Operating Expenses (4).......................................      0.00%
</TABLE>

(1) The estimated management fee of the Fund has been reduced to reflect the
    anticipated voluntary waiver by the investment adviser and/or sub-adviser.
    The adviser and/or sub-adviser can terminate their voluntary waiver of fee
    at any time at their sole discretion. The maximum management fee is 0.70%
    for the Fund.

(2) The Fund has no present intention of paying or accruing 12b-l fees or
    shareholder servicing agent fees during the fiscal year ending April 30,
    1994. If the Fund were paying or accruing 12b-l fees or shareholder
    servicing agent fees, the Fund would be able to pay up to 0.25% of its
    average daily net assets for 12b-l fees and up to 0.25% of its average daily
    net assets for shareholder servicing agent fees. See "Fund Management,
    Distribution and Administration."

(3) Other expenses are estimated to be 1.25% absent the anticipated voluntary
    waiver by the administrator and the anticipated voluntary reimbursement of
    expenses by the investment adviser.

(4) Total Fund Operating Expenses are estimated to be 1.95%, absent the
    anticipated voluntary waivers and the reimbursement explained in footnotes
    (1) and (3).

* Annual Fund Operating Expenses are estimated based on average expenses
expected to be incurred during the fiscal year ending April 30, 1994. During the
course of this period, expenses may be more or less than the average amount
shown.

THE TABLE ABOVE CAN HELP YOU UNDERSTAND THE VARIOUS COSTS AND EXPENSES THAT A
SHAREHOLDER IN THE FUND WILL BEAR, EITHER DIRECTLY OR INDIRECTLY. FOR MORE
COMPLETE DESCRIPTIONS OF THE VARIOUS COSTS AND EXPENSES, SEE THE SECTION "FUND
MANAGEMENT, DISTRIBUTION AND ADMINISTRATION" ON PAGE 13. WIRE-TRANSFERRED
REDEMPTIONS OF LESS THAN $5,000 MAY BE SUBJECT TO ADDITIONAL FEES.

<TABLE>
<CAPTION>
                                                                                VISION GROWTH AND
                                                                                   INCOME FUND
                                                                                ------------------
                                                                                1 YEAR    3 YEARS
                                                                                ------    --------
<S>                                                                             <C>       <C>
You would pay the following expenses on a $1,000 investment assuming (1) 5%
annual return and (2) redemption at the end of each time period. The Fund
charges no redemption fees...................................................    $ 45       $ 45
</TABLE>

THE ABOVE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF FUTURE EXPENSES.
ACTUAL EXPENSES MAY BE HIGHER OR LOWER THAN THOSE SHOWN. THIS EXAMPLE IS BASED
ON ESTIMATED DATA FOR THE FUND'S FISCAL YEAR ENDING APRIL 30, 1994.

2. Please revise the fifth paragraph under the section "Telephone Redemptions,"
   on page 22 as follows:

        "If you hold shares in certificate form or hold Fund shares through an
        IRA account, you cannot redeem those shares by phone, but instead must
        redeem them in writing as explained below."

                                                                January 31, 1994

     FEDERATED SECURITIES CORP.
(LOGO)
- --------------------------------------------------------------------------------

     Distributor
     4010501A (1/94)



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