FIRST PRIORITY FUNDS, 497, 1995-07-26

FIRST PRIORITY FUNDS
497, 1995-07-26

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FIRST PRIORITY FUNDS
Supplement to Combined Prospectus dated January 31, 1995
A.  Please delete the first sentence of the paragraph entitled "Purchases at
Net Asset Value" on page      31 of the prospectus and replace with the
following:
       "Fund shares may be purchased at net asset value, without a sales
charge, by officers,                directors, employees and retired
employees of First Alabama and other Regions Banks, or            their
affiliates, and their spouses and dependent children and by First Priority
Management        Account customers."
                                                               July 31, 1995


    FEDERATED SECURITIES CORP.

    Distributor
    A subsidiary of Federated Investors
    Federated Investors Tower
    Pittsburgh, PA  15222-3779
    G01261-01 (7/95)