MARSHALL FUNDS INC
497, 2000-01-18
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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  December  1999,  Steve D. Hayward no longer  manages the MID-CAP
GROWTH FUND and  SMALL-CAP  GROWTH FUND. An  Investment  Committee  comprised of
investment  professionals of the Adviser is currently  responsible for portfolio
management of both of these Funds.

                                                                January 18, 2000




















Marshall Funds Investor Services
P.O. Box 1348
Milwaukee, WI  53201-1348
1-800-580-FUND (3863) (Class A)
414-287-8555 or 800-236-FUND (3863) (ClassY)
Internet address:  http://www.marshallfunds.com
TDD:  Speech and Hearing Impaired Services

1-800-209-3520
G01010-19 (1/00)                                                        511394





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