MASTERWORKS FUNDS INC.
U.S. Treasury Allocation Fund
Supplement dated June 1, 1999
to the Prospectus dated June 30, 1998
On April 28, 1999, the Board of Directors of MasterWorks Funds
Inc. ("MasterWorks") approved an Agreement and Plan of
Consolidation (the "Plan") that provides for the U.S. Treasury
Allocation Fund of MasterWorks to be combined into the Bond
Index Fund of MasterWorks. If the Plan is approved at an
upcoming Special Meeting of Shareholders, and consummated,
shareholders of the U.S. Treasury Allocation Fund will become
shareholders of the Bond Index Fund. At the closing, U.S.
Treasury Allocation shareholders will receive shares of the Bond
Index Fund, having a total value equal to the total value of the
shares of the Bond Index Fund held by the shareholder
immediately before the closing. The U.S.
Treasury Allocation Fund is expected to close in August, 1999.
Please keep this supplement with your Prospectus.
