NATIONS FUND PORTFOLIOS, INC.
Supplement dated November 2, 1998
to Prospectuses dated August 1, 1998
The Prospectuses for the Primary A, Primary B, Investor A, Investor B
and Investor C Shares of Nations Pacific Growth Fund are hereby supplemented
by inserting the following at the end of the section entitled "Organization
and History":
On October 7, 1998, the Board of Directors of Nations Fund
Portfolios, Inc. approved an Agreement and Plan of Consolidation (the
"Plan"). Under the Plan, Nations Emerging Markets Fund will acquire all
of the assets of Nations Pacific Growth Fund in exchange for
corresponding shares of Nations Emerging Markets Fund and the
assumption by Nations Emerging Markets Fund of all liabilities of
Nations Pacific Growth Fund. If this Plan is approved by shareholders
of Nations Pacific Growth Fund at a Special Meeting of Nations Pacific
Growth Fund's Shareholders that will likely be called for early March
1999, the consolidation is expected to occur before the end of the
first quarter of 1999.
