FIRST UNION MONEY MARKET PORTFOLIO
(A Portfolio of First Union Funds)
Class C Investment Shares 
Supplement to Prospectus dated February 28, 1994

First Union Money Market Portfolio ( the "Fund") has implemented the following 
changes:
 Effective September 21, 1994, Class C Investment Shares ("Class C Shares") 
 will charge a shareholder service fee of 0.25 of 1% of the Class C Shares' 
 average daily net assets; and 
 Class C Shares have implemented a new contingent deferred sales charge 
 schedule for all new purchases.

A.  Please delete the "Summary of Fund Expenses" table on page 3 and replace it 
     with the following:
                                         
                                    SUMMARY OF 
                                   FUND EXPENSES
                        FIRST UNION MONEY MARKET PORTFOLIO
                                  CLASS C SHARES
                                         
                 CLASS C SHARES--SHAREHOLDER TRANSACTION EXPENSES
Maximum Sales Load Imposed on Purchases 
    (as a percentage of offering price)                                None
Maximum Sales Load Imposed on Reinvested Dividends 
    (as a percentage of offering price)                                None
Contingent Deferred Sales Load (as a percentage of original
    purchase price or redemption proceeds, as applicable) (1)               5% 
during the first year,
                                                                            4% 
during the second year,
                                                                            3% 
during the third year,
                                                                            3% 
during the fourth year,
                                                                            2% 
during the fifth year,
                                                                            1% 
during the sixth year,
                                                                            1% 
during the seventh year,
                                                                         and 0% 
after the seventh year
Redemption Fees (as a percentage of amount redeemed, if applicable)     None
Exchange Fee                                                            None

                     ANNUAL CLASS C SHARES OPERATING EXPENSES*
                (as a percentage of projected average net  assets)
Management Fee (after waiver) (2)                                       0.11%
12b-1 Fees                                                              0.75%
Total Other Expenses                                                    0.61%
   Shareholder Service Fee                                         0.25%
      Total Class C Shares Operating Expenses (3)                       1.47%

    (1) No contingent deferred sales charge is imposed on (a) Shares purchased 
    more than seven years prior to redemption, (b) Shares acquired through 
    the reinvestment of dividends and distributions, and (c) the portion of 
    redemption proceeds attributable to increases in the value of an account 
    above  the net cost of the investment due to increases in the net asset 
    value per Share.
    (2) The management fee has been reduced to reflect anticipated voluntary 
    waiver by the Adviser.  The Adviser may terminate this voluntary waiver 
    at any time at its sole discretion.  The maximum management fee is 0.35%.
    (3) Total Class C operating expenses for the Fund are estimated to be 
    1.71%, absent the voluntary waiver described in note 2.

    *Expenses in the table are estimated based on average expenses expected 
to be incurred during the fiscal year ending December 31, 1994.  During the 
course of this period, expenses may be more or less than the average amount 
shown.

The purpose of this table is to assist an investor in understanding the 
various costs and expenses that a shareholder of the Fund will bear, either 
directly or indirectly.  For more complete descriptions of the various costs 
and expenses, see "Fees and Expenses."  Wire-transferred redemptions of less 
than $5,000 may be subject to additional fees.

Because of the asset-based sales charge, long-term shareholders may pay more 
than the economic equivalent of the maximum front-end sales charges permitted 
under the rules of the National Association of Securities Dealers, Inc 
("NASD"). However, in order  for a Fund investor to exceed the NASD's maximum 
front-end sales charge of 6.25%, a continuous investment in the Fund for 8.3 
years would be required.

EXAMPLE                                                       1 year     3 years
You would pay the following expenses on a $1,000
investment, assuming (1) 5% annual return and
(2) redemption at the end of each time period.                $67          $80
You would pay the following expenses on the same 
investment , assuming no redemptions                          $15          $46

  The above example should              
not be  considered  a  representation of  past  or  future  expenses. Actual  
expenses may be greater  or less than  those shown. The example  for Class C  
Shares is based on  estimated data for  the fiscal year  ending December 31,  
1994.

The information set forth in the foregoing table and example relates only to  
Class C Shares of the  Fund. The Fund also offers  two additional classes of  
shares called Trust Shares  and Class B  Shares. Trust Shares  bear no sales  
load, 12b-1 fee or Shareholder Service Fee.  Class B Shares are subject to a  
12b-1 fee of 0.35 of 1%  and bear no sales load  or Shareholder Service Fee. 
See  "Other Classes of Shares."


B.    Please delete the first paragraph  and the table under the section 
     entitled "What Shares Cost" on page 9 and replace it with the following:
     "Class C Shares are sold at net asset value per Share without the 
     imposition of a sales charge at the time of purchase.  Shares redeemed 
     within seven years of their purchase will be subject to a CDSC according 
     to the following schedule (applicable only to purchases beginning 
     September 1, 1994):
             Year of Redemption                      Contingent Deferred
                    After Purchase                   Sales Charge
                 First                               5.0%
                 Second                              4.0%
                 Third                               3.0%
                 Fourth                              3.0%
                 Fifth                               2.0%
                 Sixth                               1.0%
                 Seventh                               1.0%"
     
C.    Please insert the following paragraph as the third paragraph under the 
     section entitled "Fund Administration" on page 13:
     "First Union Brokerage Services, Charlotte, North Carolina, is the 
     shareholder servicing agent for Class C Shares of the Fund.  As such, 
     FUBS provides shareholder services which include, but are not limited 
     to, distributing prospectuses and other information, providing 
     shareholder assistance, and communicating or facilitating purchases and 
     redemptions of Class C Shares.  The Fund may pay FUBS a fee equal to 
     0.25 of 1% of the average daily net asset value of Class C Shares for 
     which FUBS provides shareholder services.  FUBS may voluntarily choose 
     to waive all of a portion of its fee at any time."
     
September 30, 1994


    FEDERATED SECURITIES CORP. 
                                                   
    Distributor
    A subsidiary of Federated Investors
    Federated Investors Tower
    Pittsburgh, PA  15222-3779
    337359533
    G00389-17 (9/94)