SMITH BARNEY INSTITUTIONAL CASH MANAGEMENT FUND INC
497, 2000-11-21
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CENTURION FUNDS, INC.
on behalf of the
Centurion U.S. Contra Fund (the "Fund")
Supplement dated November 21, 2000 to the
Prospectus dated January 28, 2000

The following information supplements certain information
contained in the Prospectus and Statement of Additional
Information of the Funds.


On November 17, 2000, the Board of Directors of Centurion Funds,
Inc. (the "Company") approved the following with respect to the
Centurion U.S. Contra Fund (the "Fund").

An amendment to the Company's charter to effect a one-for-three
reverse split of the Fund's common stock and the related
reduction in the Fund's stated capital pending approval by the
affirmative vote of a majority of the outstanding shares of the
Fund.  The Board of Directors also scheduled a shareholders
meeting for December 15, 2000 to obtain the necessary approval.

Management believes that it is in the best interest of both the
Fund and its shareholders to effect a reverse stock split of the
Fund's shares. The effect of the reverse stock split is to reduce
the number of shares outstanding of the Fund while maintaining
the Fund's and each shareholder's aggregate net asset value. The
reverse stock split has the effect, however, of reducing the
Fund's stated capital.  Each shareholder's aggregate investment
in the Fund will remain unchanged as a result of the proposed
Amendment.  The reverse stock split will have no effect on the
number or par value of the Fund's authorized shares.

If approved by the shareholders, the reverse stock split will be
effected as of the close of business on the effective date of the
Amendment on the basis that each three shares of the Fund then
outstanding will be converted into one share.  Between the time
of shareholder approval and the filing of the Amendment with the
Maryland State Department of Assessments and Taxation, the Board
of Directors may determine, as provided by Maryland law, to
abandon the reverse stock split.  The Board would take this
action only if it determined that the reverse split was no longer
in the best interest of the Fund's shareholders.














CENTURION FUNDS, INC.
on behalf of the
Centurion U.S. Contra Fund (the "Fund")
Supplement dated November 21, 2000 to the
Prospectus dated January 28, 2000

The following information supplements certain information
contained in the Prospectus and Statement of Additional
Information of the Fund.
Centurion Trust Company ("Centurion Trust") has changed its
voluntary cap on the Fund's annual operating expenses so that,
effective November 17, 2000, total annual operating expenses do
not exceed 1.75%.  The effect of this change is that the Fund's
expenses will increase by 0.25%.  Centurion Trust is under no
obligation to waive fees or cap the Fund's expenses.






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STICKER 111700 - CONTRA EXPENSE WAIVER



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