Exhibit 1.2

                            ARTICLES SUPPLEMENTARY
                                      TO
                           ARTICLES OF INCORPORATION
                                      TO
                     HILLIARD-LYONS GOVERNMENT FUND, INC.


     Pursuant to the provisions of Sections 2-105(c) and 2-208.1 of the General
Corporation Law of Maryland, an amendment to the articles of incorporation of
Hilliard-Lyons Government Fund, Inc. (the "Corporation") increasing the
Corporation's authorized capital has been adopted as follows:

     FIRST:  Immediately prior to the amendment to the Corporation's Articles of
             Incorporation, Article Five of the Corporation's Articles of
             Incorporation stated that "The total number of shares of stock
             which the Corporation shall have authority to issue is One Billion
             Five Hundred Million (1,500,000,000) shares of the par value of One
             Cent ($0.01) per share, all of which shall be of a single class
             called Common Stock, such shares having an aggregate par value of
             Fifteen Million Dollars ($15,000,000)."

     SECOND: Immediately after the amendment to the Corporation's Articles of
             Incorporation, Article Five of the Corporation's Articles of
             Incorporation states that "The total number of shares of stock
             which the Corporation shall have authority to issue is Two Billion
             (2,000,000,000) shares of the par value of One Cent ($0.01) per
             share, all of which shall be of a single class called Common Stock,
             such shares having an aggregate par value of Twenty Million Dollars
             ($20,000,000)."

     THIRD:  The Corporation is registered as an open-end company under the
             Investment Company Act of 1940.

     FOURTH: The Board of Directors of the Corporation approved this amendment
             to the Corporation's Articles of Incorporation increasing the total
             number of shares of capital stock that the Corporation has
             authority to issue in accordance with Section 2-105(c) of the
             General Corporation Law of Maryland.

     IN WITNESS WHEREOF, I have signed these Articles of Supplementary and have
acknowledged the same to be the act of Hilliard-Lyons Government Fund, Inc.
under penalties of perjury on this 12th day of December 2000.



                                        /s/ JOSEPH C. CURRY, JR.
                                        -------------------------------
                                        Joseph C. Curry, Jr., President

Witness:



/s/ DIANNA P. WENGLER
--------------------------------------
Dianna P. Wengler, Assistant Secretary