DOMINION FUNDS INC
497, 1999-03-16
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                                       Securities Act of 1933 File No. 33-49808
                                                                SEC Rule 497(e)


                                  SUPPLEMENT              
                                      TO                  
                      PROSPECTUS DATED SEPTEMBER 15, 1998 
                                    OF THE                
                         DOMINION INSIGHT GROWTH FUND     


     The Prospectus dated September 15, 1998 of the Dominion Insight Growth 
Fund (the "Fund") is hereby supplemented and amended as follows:

 1.  Brian E. White has resigned as President of the Fund.  The Board of 
Directors has elected C. Dewey Elliott, III as the new President of the Fund, 
and Douglas W. Powell as the Chief Executive Officer of the Fund.  Messrs. 
Elliott and Powell have also been appointed to the Board of Directors by the 
Board to fill the vacancies created by their prior resignations.

 2.  In addition to the foregoing actions, the Board of Directors and the 
Distributor have determined to waive the applicable sales charge on all sales 
of the Fund's shares that occur on or after April 1, 1999.  Shares of the Fund 
will thereafter be sold at a public offering price equal to net asset value 
per share, without a sales charge.  The Fund and the Distributor reserve the 
right to reinstate the sales load at any time by means of a Supplement to 
that effect.

     The Statement of Additional Information dated September 15, 1998 of the 
Fund is also supplemented by the foregoing.

     Terms used and not otherwise used herein shall have the meanings set 
forth in the Prospectus.


               The date of this Supplement is March 15, 1999.



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