MARSHALL FUNDS INC
497, 2000-04-28
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MARSHALL FUNDS, INC.
MARSHALL MID-CAP GROWTH FUND
MARSHALL SMALL-CAP GROWTH FUND

     SUPPLEMENT TO CLASS A SHARES PROSPECTUS AND CLASS Y SHARES PROSPECTUS DATED
OCTOBER 31, 1999

We are providing this Supplement to advise you of a change in portfolio
management of the MARSHALL MID-CAP GROWTH FUND ("MID-CAP GROWTH FUND") and
MARSHALL SMALL-CAP GROWTH FUND ("SMALL-CAP GROWTH FUND").

     Effective April 28, 2000, the MID-CAP GROWTH FUND and SMALL-CAP GROWTH FUND
will be  co-managed by Cynthia K. Bohlen and Michael D.  Groblewski.  Ms. Bohlen
and Mr. Groblewski have led the Adviser's Investment  Committee  responsible for
managing the MID-CAP GROWTH FUND and SMALL-CAP  GROWTH FUND since December 1999.
Ms. Bohlen, vice president, has been with the Adviser since September 1993. From
June 1998 to December  1999,  she was an analyst for the MID-CAP GROWTH FUND and
SMALL-CAP GROWTH FUND and from January 1997 to June 1998, she was an analyst for
the LARGE-CAP  GROWTH & INCOME FUND.  Prior to January 1997,  Ms. Bohlen managed
private  portfolios  on behalf of the  Adviser  for high  net-worth  clients and
non-for-profit  organizations.  She holds a B.B.A.  degree in Finance and a B.A.
degree in Spanish from the  University of  Wisconsin--Madison.  Mr.  Groblewski,
vice  president,  joined the  Adviser in June 1999.  From June 1999 to  December
1999, he was an analyst for the MID-CAP  GROWTH FUND and SMALL-CAP  GROWTH FUND.
From April 1996 to June 1999, he was an equity analyst at Cleary,  Gull, Reiland
and McDevitt.  From 1993 to March 1996, he was with Exponential Partners,  Inc.,
where he performed valuations of privately held companies.  Mr. Groblewski holds
an M.B.A. degree in Finance and International  Business from Syracuse University
and a B.B.A. degree in Finance from the University of Wisconsin--Madison.


                                                                  April 28, 2000









Marshall Funds Investor Services PO Box 1348 Milwaukee, WI 53201-1348
1-800-580-FUND (3863) (Class A)

414-287-8555 or 800-236-FUND (3863) (Class Y)
Internet address: http://www.marshallfunds.com
TDD:  Speech and Hearing Impaired Services

1-800-209-3520

25361 (4/00)






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