n:\shared\legal\analytic\stickers\reorg.doc
March 13,
1998
THE ANALYTIC SERIES FUND
SUPPLEMENT TO THE PROSEPCTUS
DATED OCTOBER 20, 1997
The Fund's Board of Trustees has approved an Agreement
and Plan of Reorganization with PBHG Advisor Funds providing
for the tax-free reorganization of the Portfolios of the
Fund into newly-created series of PBHG Advisor Funds, Inc.,
subject to approval of the reorganization by the
shareholders of each of the Portfolios, and the termination
of The Analytic Series Fund. Pilgrim Baxter & Associates,
Ltd. ("Pilgrim Baxter") is the investment advisor to the
PBHG Funds. Analytic TSA Global Asset Management, Inc.
("Analytic TSA"), the current investment advisor to the
Portfolios, will become a wholly-owned subsidiary of Pilgrim
Baxter and will serve as investment sub-advisor to the new
PBHG Funds. After the reorganization, Analytic TSA will
continue to manage the new PBHG Funds in the same manner as
it has previously managed the Portfolios. A special meeting
of shareholders of the Portfolios is currently expected to
be held on April 28, 1998 to consider the reorganization,
and further details will be provided in a proxy statement
which will be sent to all shareholders entitled to vote at
the meeting.
