MARSHALL FUNDS INC
497, 1996-07-19
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MARSHALL FUNDS, INC.

SUPPLEMENT TO COMBINED PROSPECTUS DATED DECEMBER 31, 1995

The following information is a supplement to your combined prospectus.
We're providing it to advise you of a change in portfolio managers for the
MARSHALL INTERNATIONAL STOCK FUND.

The Marshall Funds, Inc. combined prospectus is amended as follows:  the
fifth paragraph under the sub-heading "Portfolio Management Team" on page
17 is amended to reflect that effective immediately, the INTERNATIONAL
STOCK FUND will no longer be managed by James E. Chaney, but will instead
be managed by Gary R. Clemons.  The fifth paragraph is amended as follows:
     "The INTERNATIONAL STOCK FUND is managed by Gary R. Clemons, Vice
     President, Portfolio Management/Research, TICI.  Mr. Clemons joined
     the Templeton organization in 1993 as a portfolio manager/research
     analyst with responsiblility for the telecommunications industries, as
     well as country coverage of Columbia, Peru, Sweden and Norway.  Prior
     to joining TICI, Mr. Clemons worked as a portfolio manager/research
     analyst for Structured Asset Management in New York, a subsidiary of
     Templeton International.  His duties included management of a small
     capitalization fund.  Upon relocating to Templeton's Fort Lauderdale
     office, Mr. Clemons also managed global and international portfolios
     for Templeton Portfolio Advisory, Templeton's division serving the
     wrap-fee market.
     Mr. Clemons holds a master of business administration degree with
     emphasis in finance/investment/banking from the University of
     Wisconsin-Madison and a bachelor of science degree from the University
     of Nevada-Reno."

                                                              July 19, 1996




FEDERATED INVESTORS
Federated Investors Tower
Pittsburgh, PA  15222-3779
Federated Securities Corp. is the distributor of the Funds
and is a subsidiary of Federated Investors.

G01010-05 (7/96)





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