SHORT TERM INVESTMENTS CO /TX/
497, 1998-10-01
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<PAGE>   1

                           SHORT-TERM INVESTMENTS CO.

                                PRIME PORTFOLIO

                            (CASH MANAGEMENT CLASS)
                             (INSTITUTIONAL CLASS)
                          (PERSONAL INVESTMENT CLASS)
                           (PRIVATE INVESTMENT CLASS)
                                (RESOURCE CLASS)

                        Supplement dated October 1, 1998
      to the Statement of Additional Information dated December 17, 1997,
                          as supplemented July 1, 1998


         The following information should be inserted within the discussion
under the heading  "MANAGEMENT--Directors and Officers":

<TABLE>
 <S>                                     <C>                    <C>
 "PREMA MATHAI-DAVIS (48)                Director               Chief Executive Officer, YWCA of
 350 Fifth Avenue, Suite 301                                    the U.S.A.; Commissioner, New
 New York, NY 10118                                             York City Department for
                                                                the Aging; and  Member of the
                                                                Board of Directors, Metropolitan
                                                                Transportation Authority of New
                                                                York State.
                                         
 EDWARD K. DUNN, JR. (63)                Director               Chairman of the Board of
 2 Hopkins Plaza, 20th Floor                                    Directors, Mercantile Mortgage
 Baltimore, MD 21201                                            Corp; Formerly, Vice Chairman of
                                                                the Board of Directors and
                                                                President, Mercantile - Safe
                                                                Deposit & Trust Co.; and
                                                                President, Mercantile
                                                                Bankshares.
</TABLE>

Mr. Kroeger resigned as a Director of the Company on June 11, 1998 and on that
date became a consultant to the Company."



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