PLANTERS FUNDS
497, 1994-02-01
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TENNESSEE TAX-FREE BOND FUND
(A Portfolio of The Planters Funds)
Supplement to the Prospectus dated August 27, 1993
1.  The Fund is introducing a special offering period during which shares of 
the Fund may be purchased with a reduced sales charge.  This special 
offering period will be effective from February 1, 1994, through and 
including September 30, 1994.  Accordingly, please add the following after 
the final paragraph under the "What Shares Cost" section of the Prospectus 
which appears on page 9 immediately before the section entitled "Purchases 
at Net Asset Value" :
      "During the period from February 1, l994, through and including 
      September 30, 1994, the maximum sales charge imposed on the 
      purchase of shares of the Fund will be 2% of the offering price 
      of the shares purchased."
2.  In addition, the Fund is reducing its initial minimum investment from 
$5,000 to $1,000.  Accordingly, please delete the first sentence under the 
section entitled "Minimum Investment Required" and replace it with the 
following:
      "The minimum initial investment in the Fund is $1,000."
3.  Please delete the first paragraph under the section entitled "Purchases 
at Net Asset Value" and replace it with the following:
      "Shares of the Fund may be purchased at net asset value, without 
      a sales charge, by Trust customers of Union Planters and 
      employees and retired employees of Union Planters and its 
      affiliates and their spouses and children under 21."
February 1, 1994
    
FEDERATED SECURITIES CORP.
Distributor
4011708A(2/94)
                              IMPORTANT NOTICE
Dear Shareholder:
This supplement to your prospectus contains good news!  It informs you that, 
during a special period, you and other investors can purchase additional 
shares of Tennessee Tax-Free Bond Fund at a reduced sales charge.  And, the 
minimum initial investment has been lowered to $1,000, which makes the Fund 
more affordable than ever. 
      retain this portion and attach to your current prospectus
TENNESSEE TAX-FREE BOND FUND
(A Portfolio of The Planters Funds)
Supplement to the Prospectus dated August 27, 1993
1.  The Fund is introducing a special offering period during which shares of 
the Fund may be purchased with a reduced sales charge.  This special 
offering period will be effective from February 1, 1994, through and 
including September 30, 1994.  Accordingly, please add the following after 
the final paragraph under the "What Shares Cost section of the Prospectus 
which appears on page 9 immediately before the section entitled "Purchases 
at Net Asset Value" :
      "During the period from February 1, l994, through and including 
      September 30, 1994, the maximum sales charge imposed on the 
      purchase of shares of the Fund will be 2% of the offering price 
      of the shares purchased."
2.  In addition, the Fund is reducing its initial minimum investment from 
$5,000 to $1,000.  Accordingly, please delete the first sentence under the 
section entitled "Minimum Investment Required" and replace it with the 
following:
      "The minimum initial investment in the Fund is $1,000."
3.  Please delete the first paragraph under the section entitled "Purchases 
at Net Asset Value" and replace it with the following:
      "Shares of the Fund may be purchased at net asset value, without 
      a sales charge, by Trust customers of Union Planters and 
      employees and retired employees of Union Planters and its 
      affiliates and their spouses and children under 21."
February 1, 1994
    
    
FEDERATED SECURITIES CORP.
Distributor
4011708A(2/94)





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