TIMOTHY PLAN
497, 1999-10-13
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                        SUPPLEMENT DATED OCTOBER 12,1999
                                       TO
                          PROSPECTUS DATED MAY 3, 1999

The  Prospectus  for the  Timothy  Plan Family of Funds,  dated May 3, 1999,  is
supplemented as follows:

On page six (6) of the  Prospectus,  the Subsection  "Opening and Adding To Your
Account",  under the general  Section  "Investing  In The Funds",  is amended to
read:

INVESTING IN THE FUNDS

OPENING AND ADDING TO YOUR ACCOUNT
You can invest directly in each Fund in a number of ways.  Simply choose the one
that is most  convenient  for you. Any questions you may have can be answered by
calling  1-800-662-0201.  You may also purchase Fund shares  through  authorized
broker/dealers or other financial organizations.

Payments for Fund shares should be in U.S.  dollars,  and in order to avoid fees
and  delays,  should be drawn on a U.S.  bank.  Please  remember  that the Trust
reserves  the right to reject any purchase  order for Fund  shares.  The minimum
initial investment amount for each Fund, in any Class of shares, is $1000.00 for
regular  accounts.  There is no  minimum  purchase  requirement  for  additional
purchases, and there is no minimum purchase requirement for qualified retirement
plans.

<TABLE>
<CAPTION>
                ---------------------------------------------------------------------------------------------------------
                TO OPEN AN ACCOUNT                                                    TO ADD TO ACCOUNT
                ---------------------------------------------------------------------------------------------------------
<S>             <C>                                                                  <C>
BY MAIL:        Complete an Account  Registration Form, make a check payable to       Make your check payable to the
                the Fund of your  choice  and mail the form via Post  Office or       Fund of your choice and mail it to
                overnight courier to:                                                 the address at left.  Please
                                                                                      include your account number and
                Unified Fund Services, Inc.                                           share class on your check.  Or use
                431 North Pennsylvania Street                                         the convenient form attached to
                Indianapolis, Indiana  46204                                          your regular Fund statement.

BY WIRE:        First call the Trust's Transfer Agent at 1-800-662-0201 to            Ask your bank to wire immediately
                request an account number and to furnish the Trust with your          available funds to the location
                taxpayer identification number.                                       described at the left, except that
                                                                                      the wire should note that it is to
                Ask your bank to wire funds to Account of:                            make subsequent purchase rather
                Firstar Bank, N.A.                                                    than  to open a new  account.
                Cinti/Trust ABA#: 0420-0001-3
                Credit: The Timothy Plan
                Account #: 488889866  (Small-Cap Value Fund)                          Include your name and number, and
                           821602174  (Large/Mid-Cap Value Fund)                      Fund account the Class of shares
                           821602182  (Fixed Income Fund)                             to be purchased.
                           821602208  (Money Market Fund)
                Further Credit: The (Name) Fund.

                Choose the account number that corresponds to the Fund you wish
                to purchase. The wire should state that the purchase is in your
                name(s) and state the Class of shares to be purchased. The wire
                should also state that you are opening a new Fund account.
</TABLE>

<PAGE>

The  Timothy  Plan  wants you to be kept  current  regarding  the status of your
account in the Fund. To assist you, the following statements and reports will be
sent to you:

    Confirmation Statements:  After every  transaction that affects your account
                              balance or your account registration.

         Account Statements:  Quarterly.
          Financial Reports:  Semi-annually -- to reduce Fund expenses, only one
                              copy of the Fund  report  will be  mailed  to each
                              taxpayer  identification  number  even if you have
                              more than one account in the Fund.

On page seven (7) of the Prospectus,  the Subsection  entitled  "Exemptions from
sales charges",  under the general Section  "Investing In The Funds", is amended
as follows:

EXEMPTIONS FROM SALES CHARGES
Class A shareholders  who purchased their shares on or before September 22, 1997
are not subject to sales  charges on future  purchases  of Class A shares of any
Timothy Plan Fund, including exchanges. Also, the Trust will waive sales charges
on purchases of Class A Shares by:

1.   fee-based registered investment advisers for their clients,
2.   broker/dealers with wrap fee accounts,
3.   registered investment advisers or brokers for their own accounts,
4.   directors,  officers, agents employees and employee related accounts of any
     entity which  provides  services to the Timothy Plan  pursuant to a written
     agreement  for such  services  approved  by the  Board of  Trustees  of the
     Timothy Plan, and
5.   for an  organization's  retirement  plan that places either (i) 200 or more
     participants  or (ii)  $300,000  or more of  combined  participant  initial
     assets into the Funds.

The Trust may also, at its sole discretion,  waive sales charges on purchases of
Class A Shares by:

1.   religious organizations for themselves or their members,
2.   religiously-based  charitable  organizations and foundations for themselves
     or their members, and/or
3.   at times and under circumstances deemed appropriate by the Trust.

For  purchasers  that qualify for fee  waivers,  shares will be purchased at net
asset value.

ALL  PORTIONS OF THE  PROSPECTUS  NOT  SPECIFICALLY  AMENDED BY THIS  SUPPLEMENT
REMAIN IN FULL FORCE AND EFFECT.

PLEASE NOTE:  Residents of ME, MD, MA, NH, NM, and VT may only purchase  Class A
and  Class B shares  of the  Small-Cap  Value  Fund.  The  Timothy  Plan has not
registered any new fund or class of shares in these states,  and this prospectus
is not, and shall not be considered a  solicitation  to sell or an invitation to
purchase any of these funds or class of shares in the above-listed states.



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