MASTERWORKS FUNDS INC
497, 1998-02-13
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                              MASTERWORKS FUNDS INC.
                                 (the "Company")

                       Supplement dated February 13, 1998
                     to the Prospectuses dated June 30, 1997
                     describing each of the Company's Funds

Effective  March 2, 1998,  Investors  Bank and Trust Co., 200 Clarendon  Street,
Boston, MA 02111, will serve as each Fund's Transfer Agent, Dividend Disbursing
Agent and Shareholder Servicing Agent. 

Investors should direct correspondence and inquiries as follows:  

To Purchase Fund Shares:  

By Check: Initial and subsequent  investments  should be sent to MasterWorks 
Funds Inc., c/o Investors Bank and Trust Co., P.O. Box 9130, Mail Code MFD23,
Boston, MA 02117-9130.  

By Wire: Investors establishing  new accounts should  telephone  Investors 
Bank & Trust Co., at 1-888-204-3956 prior to sending the bank wire.  

Investors should instruct their bank to wire funds as follows:  

Investors  Bank & Trust Co. 
ABA #011-001-438 
Attn:  Transfer Agent 
Account #DDA 555555535 
For Further Credit to: MasterWorks Funds Inc. 
Shareholder Account Name:  
Shareholder Account Number: 

To Redeem Fund Shares:  

Direct Redemption:  Written requests for redemptions should be mailed to  
MasterWorks Funds Inc.,  c/o Investors Bank & Trust Co., P.O. Box 9130, 
Mail Code MFD23, Boston, MA 02117-9130.  

Telephone Redemption: If you have completed the Redemption by Telephone portion
of your Fund's account application, you may redeem Fund shares on any Business
Day by calling the Transfer Agent at 1-888-204-3956 before the close of regular 
trading on the NYSE, generally 4:00 p.m. Eastern Time.  

<PAGE>

Portfolio  Managers:  

Remove Mr. Steve Enos as  portfolio co-manager of the Growth Stock Master
Portfolio and add Jon Hickman as follows:

Mr. Jon Hickman assumed primary responsibility as lead manager of the portfolio
of the Growth Stock Master Portfolio in February 1998.  Mr. Hickman has over
sixteen years' experience in the investment management field. He joined Wells
Fargo Bank in 1986 managing equity and balanced portfolios for individuals and
employee benefit plans. He is a senior  member of Wells Fargo Bank's Equity
Strategy Committee. Mr. Hickman has a B.A.and an M.B.A. in Finance from Brigham
Young University.  

Remove Ms. Tamyra Thomas as portfolio co-manager of the Short-Intermediate Term
Master Portfolio and add Paul Single as follows:

Mr.Paul Single assumed  responsibility as co-manager for the day-to-day  
management of the portfolio of the Short-Intermediate Term Master Portfolio 
in February, 1998. Mr. Single has managed taxable bond portfolios for over a 
decade, and has specific expertise in mortgage-backed  securities. Prior to 
joining Wells Fargo Bank, in early 1988, he was a senior  portfolio  manager
for Benham Capital Management Group. Mr. Single received his B.S. from 
Springfield College.
                       
                                 LWLP Pros Supp.(2/98)
                                 MWBIG.pros Supp. (2/98)
                                 MWMM Pros Supp. (2/98)                         


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