<PAGE>
PROSPECTUS SUPPLEMENT DATED DECEMBER 1, 1998
TO PROSPECTUS DATED APRIL 20, 1998
HILLIARD LYONS GROWTH FUND, INC.
Cover Page. The following legend is added to the cover page of the
Prospectus:
"SHARES OF THE FUND ARE NOT DEPOSITS OR OBLIGATIONS OR GUARANTEED,
ENDORSED, OR OTHERWISE SUPPORTED BY PNC BANK CORP. OR ITS AFFILIATES OR THE
U.S. GOVERNMENT, AND ARE NOT FEDERALLY INSURED BY THE FEDERAL DEPOSIT
INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD, OR ANY OTHER AGENCY.
INVESTMENT IN THE FUND INVOLVES INVESTMENT RISKS, INCLUDING THE POSSIBLE
LOSS OF PRINCIPAL."
Directors and Officers. The Section of the Prospectus entitled "Directors
and Officers" appearing on page 8 is amended by replacing the table in that
section with the following:
<TABLE>
<CAPTION>
NAME POSITION WITH THE FUND PRINCIPAL OCCUPATION
- ---- ---------------------- --------------------
<S> <C> <C>
Donald F. Kohler(1)(2).. Chairman of the Board of Directors Investment Consultant
Samuel C. Harvey........ President Executive Vice President and
Director of Hilliard Lyons
Joseph C. Curry, Jr..... Secretary and Treasurer Senior Vice President of Hilliard Lyons
Thomas A. Corea......... Vice President Vice President of Hilliard Lyons
Dianna P. Wengler....... Assistant Secretary Vice President of Hilliard Lyons
William A. Blodgett, Director Vice President, Deputy General
Jr..................... Counsel, Brown-Forman Corporation,
Louisville, KY
John C. Owens........... Director Private Investor, formerly Managing
Partner of Owens & Company,
Certified Public Accountants,
Lexington, KY
Stewart E. Conner....... Director Managing Partner, Law Firm of Wyatt,
Tarrant & Combs, Louisville, KY
</TABLE>
- -------
(1) Director deemed to be an "interested person" of the Fund for purposes of
the 1940 Act by virtue of an affiliation with the Adviser and/or J.J.B.
Hilliard, W.L. Lyons, Inc.
(2) Director of Hilliard-Lyons Government Fund, Inc., an open-end money market
mutual fund, the investment adviser of which is J.J.B. Hilliard, W.L.
Lyons, Inc.
Investment Adviser. The Section of the Prospectus entitled "Investment
Adviser" appearing on page 8 is amended by replacing the first sentence
thereof with the following:
"Hilliard Lyons serves as the Fund's investment adviser (the "Adviser").
The Adviser is a wholly-owned subsidiary of PNC Bank Corp. ("PNC"). The
Adviser has its principal offices at Hilliard Lyons Center, Louisville,
Kentucky 40202. PNC, a multi-bank holding company headquartered in
Pittsburgh, Pennsylvania, is one of the largest financial services
organizations in the United States. PNC's address is One PNC Plaza, 249
Fifth Avenue, Pittsburgh, Pennsylvania 15222-2707."
The second paragraph of the Section of the Prospectus entitled "Investment
Adviser" appearing on page 8 is amended by adding the following:
"Thomas A. Corea has been named a co-portfolio manager of the Fund, and has
served on the management team for the Fund since December, 1991."
Distribution Arrangements. The section of the Prospectus entitled
"Distributor" on page 9 is amended by replacing the first two sentences of
that section with the following:
"Provident Distributors, Inc. (the "Distributor"), Four Falls Corporate
Center, 6th Floor, West Conshohocken, Pennsylvania 19428, acts as the
principal distributor of the Fund's shares. Pursuant to an agreement with
the Fund, Hilliard Lyons has agreed to pay the Distributor a fee of $1000
per month. Hilliard Lyons, a wholly-owned subsidiary of PNC, has entered
into a Broker-Dealer Agreement to sell shares of the Fund. For such
services, Hilliard Lyons receives the 12b-1 fee and sales charge otherwise
payable to the Distributor with respect to the shares the Distributor sells
through Hilliard Lyons. You may invest or redeem in the Fund through
Hilliard Lyons. The Fund paid trail fees to Hilliard Lyons, the former
distributor, in the amount of $48,100 for the year ending December 31,
1997."
