BAYFUNDS
497, 1995-01-20
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BAYFUNDS
INVESTMENT SHARES
      BAYFUNDS EQUITY PORTFOLIO
Supplement to Prospectus dated April 22, 1994
Under the section "Adviser's Background" on page 9, please delete the fourth
paragraph and replace it with the following:
      Effective January 6, 1995, investment decisions for the BayFunds
      Equity Portfolio will be made by an investment committee of the
      Adviser.
                                                                            
                                                            January 20, 1995


    FEDERATED SECURITIES CORP.

    Distributor
    A subsidiary of Federated Investors
    Federated Investors Tower
    Pittsburgh, PA  15222-3779
    072782881
    G00508-04 (1/95)
BAYFUNDS
INCOME FUNDS
INVESTMENT SHARES
      BAYFUNDS SHORT TERM YIELD PORTFOLIO
      BAYFUNDS BOND PORTFOLIO
Supplement to Combined Prospectus dated April 22, 1994
Under the section "Adviser's Background" on pages 14-15, please delete the
fourth and fifth paragraphs beginning on page 14, and replace them with the
following:
      Effective January 6, 1995, investment decisions for the BayFunds
      Short Term Yield Portfolio and the BayFunds Bond Portfolio will
      be made by an investment committee of the Adviser.
                                                                            
                                                            January 20, 1995
                                                                            


    FEDERATED SECURITIES CORP.

    Distributor
    A subsidiary of Federated Investors
    Federated Investors Tower
    Pittsburgh, PA  15222-3779
    072782808
    072782873
    G00508-03 (1/95)

BAYFUNDS
INCOME FUNDS AND EQUITY FUND
INSTITUTIONAL SHARES
      BAYFUNDS BOND PORTFOLIO
      BAYFUNDS SHORT TERM YIELD PORTFOLIO
      BAYFUNDS EQUITY PORTFOLIO
Supplement to Combined Prospectus dated April 22, 1994
Under the section "Adviser's Background" on pages 13-14, please delete the
first three full paragraphs on page 14, and replace them with the following:
      Effective January 6, 1995, investment decisions for the BayFunds
      Bond Portfolio, BayFunds Short Term Yield Portfolio, and
      BayFunds Equity Portfolio will be made by an investment
      committee of the Adviser.
                                                                            
                                                            January 20, 1995
                                                                            


    FEDERATED SECURITIES CORP.

    Distributor
    A subsidiary of Federated Investors
    Federated Investors Tower
    Pittsburgh, PA  15222-3779
    072782501
    072782303
    072782402
    G00508-05 (1/95)





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