SUPPLEMENT DATED JULY 16,1999
                                       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 as
follows:

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.



- ----------------------------------------------------------------------------------------------------------------
                 TO OPEN AN ACCOUNT                                          TO ADD TO ACCOUNT
- ----------------------------------------------------------------------------------------------------------------
                                                                       
BY MAIL:         Complete  an  Account  Registration  Form,  make a          Make  your  check  payable  to  the
                 check  payable to the Fund of your choice and mail          Fund of your  choice and mail it to
                 the form via Post Office or 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          Ask your  bank to wire  immediately
                 1-800-662-0201 to request an account number and to          available  funds  to  the  location
                 furnish  the Trust  with your  taxpayer  identifi-          described at the left,  except that
                 cation number.                                              the wire  should note that it is to
                                                                             make  subsequent   purchase  rather
                 Ask your bank to wire funds to Account of:                  than to open a new account.
                 Firstar Bank, N.A.
                 Cinti/Trust ABA#: 0420-0001-3                               Include  your name and Fund account
                 Credit: The Timothy Plan                                    number,  and the Class of shares to
                 Account #: 488889866  (Small-Cap Value Fund)                be purchased.
                            821602174  (Large/Mid-Cap Value Fund)
                            821602182  (Fixed Income Fund)
                            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.


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 past or future  purchases of Class A shares
of any Timothy Plan Fund, including exchanges.  Also, the Funds will waive sales
charges for  purchases by  fee-based  registered  investment  advisers for their
clients,  broker/dealers with wrap fee accounts,  registered investment advisers
or brokers for their own accounts,  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 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. For purchasers that qualify
for fee waiver, 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.