BILTMORE FUNDS
497, 1995-12-05
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BILTMORE EQUITY FUND
(A Portfolio of The Biltmore Funds)

SUPPLEMENT TO PROSPECTUS DATED JANUARY 31, 1995

Effective immediately, Frank N. Donnelly has assumed co-management
responsibilities for the Biltmore Equity Fund.  Accordingly, please replace the
fourth paragraph under the sub-heading "Adviser's Background" which begins on
page 7 with the following:
     "The Fund's portfolio managers are Frank N. Donnelly, F. Stanley King and
     Michael O. Mercer. Mr. Donnelly assumed co-management  responsibilities in
     1995.  Mr. King and Mr. Mercer have co-managed the Fund since its
     inception."
In addition, please add the following biography as the fifth paragraph:
     "Mr. Donnelly is  Senior Vice President and Senior Investment Officer
     in institutional portfolio management for Wachovia Asset Management in
     Atlanta.  Mr. Donnelly joined Wachovia Capital Management as a
     counselor in 1987.  He became an institutional portfolio manager in
     Atlanta in 1990.  He received his bachelor of science degree in
     economics from Siena College in 1971 and an MBA from Babcock School of
     Management, Wake Forest University in 1983."


                                                                December 6, 1995

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