MSD&T FUNDS INC
497, 1997-01-21
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<PAGE>
 
                            M.S.D. & T. FUNDS, INC.
 
                             INSTITUTIONAL SHARES
 
                                    OF THE
 
                              VALUE EQUITY FUND 
                          INTERNATIONAL EQUITY FUND 
                        INTERMEDIATE FIXED INCOME FUND
                         MARYLAND TAX-EXEMPT BOND FUND
 
                       SUPPLEMENT DATED JANUARY 1, 1997 
                    TO PROSPECTUS DATED SEPTEMBER 30, 1996
 
  The following replaces the second and third sentences of the fourth
paragraph under the heading "MANAGEMENT OF THE COMPANY--Investment Adviser and
Sub-Adviser" on page 25 of the Prospectus:
 
  The Value Equity Fund is managed by Manind V. Govil, CFA, with the guidance
of Brian B. Topping. Mr. Topping, Vice Chairman of Mercantile, has
participated in the management of the Fund since December, 1995 and has
managed endowment, employee benefit and foundation portfolios at Mercantile
since 1976. Mr. Govil, Assistant Vice President of Mercantile, assisted in the
management of the Fund since 1994, and has managed endowment, employee benefit
and foundation portfolios at Mercantile since 1994. Following the completion
of his MBA from the University of Cincinnati in 1992, he was an analyst with
Complete Business Solutions, Inc., a computer consulting firm, before joining
Mercantile in 1993.
<PAGE>
 


                            M.S.D. & T. FUNDS, INC.

                             AFBA Five Star Shares

                                    of the

                               Value Equity Fund
                        Intermediate Fixed Income Fund

                       Supplement dated January 1, 1997
                    to Prospectus dated September 30, 1996



        The following replaces the fourth paragraph under the heading "FUND 
MANAGEMENT -- Investment Adviser" on page 23 of the Prospectus:

        The Value Equity Fund is managed by Manind V. Govil, CFA, with the 
guidance of Brian B. Topping.  Mr. Topping, Vice Chairman of Mercantile, has 
participated in the management of the Fund since December, 1995 and has managed 
endowment, employee benefit and foundation portfolios at Mercantile since 1976. 
Mr. Govil, Assistant Vice President of Mercantile, assisted in the management of
the Fund since 1994, and has managed endowment, employee benefit and foundation 
portfolios at Mercantile since 1994.  Following the completion of his MBA from 
the University of Cincinnati in 1992, he was an analyst with Complete Business 
Solutions, Inc., a computer consulting firm, before joining Mercantile in 1993.




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