MARSHALL FUNDS INC
497, 2000-09-29
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MARSHALL FUNDS, INC.

Marshall Small-Cap Growth Fund
Marshall Mid-Cap Growth Fund
Marshall Mid-Cap Value Fund
Marshall Equity Income Fund

Supplement to Class A Shares Prospectus and Class Y Shares Prospectus
dated October 31, 1999
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     We are providing this  supplement to your prospectus to provide you with an
update regarding the portfolio management of the MARSHALL SMALL-CAP GROWTH FUND,
the MARSHALL  MID-CAP  GROWTH  FUND,  the  MARSHALL  MID-CAP  VALUE FUND and the
MARSHALL EQUITY INCOME FUND.

     As of September 12, 2000, the MARSHALL MID-CAP VALUE FUND will no longer be
co-managed  by John C.  Potter.  The Fund will be  managed  solely by Matthew B.
Fahey, the current  co-manager of the Fund. Mr. Fahey has managed the Fund since
July 1, 1997.

     As of September 21, 2000, the MARSHALL MID-CAP GROWTH FUND and the MARSHALL
SMALL-CAP  GROWTH FUND will no longer be  co-managed  by Cynthia K. Bohlen.  The
MARSHALL  MID-CAP GROWTH FUND will be managed  solely by Michael D.  Groblewski,
the current  co-manager of the Fund. The MARSHALL  SMALL-CAP GROWTH FUND will be
managed solely by Sean A. McLeod.  Mr. McLeod is a Chartered  Financial  Analyst
and earned a B.A. and M.S. in Finance from the University of  Wisconsin-Madison.
From December 1997 to March 2000, Mr. McLeod was a senior securities analyst for
the EQUITY INCOME FUND before  joining the MID-CAP AND  SMALL-CAP  GROWTH FUNDS.
Prior to  joining  the  Adviser in 1997,  Mr.  McLeod  worked at Strong  Capital
Management, Inc., where he was an analyst on two growth oriented funds.

     As of  September  21,  2000,  the  MARSHALL  EQUITY  INCOME  FUND  will  be
co-managed by David J. Abitz and Bruce P. Hutson,  the current co-manager of the
Fund.  Mr. Abitz has been a vice  president of the Advisor  since  January 2000.
From January 1997 to August 2000, Mr. Abitz was a senior securities  analyst for
the EQUITY INCOME FUND.  Previously,  from March 1995 to January 1997, he was an
equity trader for the Adviser.  Mr. Abitz is a Chartered  Financial  Analyst and
holds a B.B.A degree in Finance from the University of Wisconsin-Oshkosh."



                                                              September 22, 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) (Class Y)
Internet address:  http://www.marshallfunds.com
TDD:  Speech and Hearing Impaired Services
1-800-209-3520
25853 (9/00)      515426





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