BARCLAYS GLOBAL INVESTORS FUNDS INC, 497, 1999-10-12

BARCLAYS GLOBAL INVESTORS FUNDS INC
497, 1999-10-12

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                      BARCLAYS GLOBAL INVESTORS FUNDS, INC.

                          U.S. Treasury Allocation Fund

                        Supplement dated October 12, 1999
                      to the Prospectus dated July 1, 1999


                On April 28, 1999,  the Board of  Directors  of Barclays  Global
                Investors Funds, Inc. ("BGI Funds") (formerly  MasterWorks Funds
                Inc.)  approved  an  Agreement  and Plan of  Consolidation  (the
                "Plan") that provides for the U.S.  Treasury  Allocation Fund of
                BGI Funds to be combined  into the Bond Index Fund of BGI Funds.
                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 October, 1999.


                Please keep this supplement with your Prospectus.