NATIONS FUNDS TRUST

                      Supplement dated December 11, 2001
                     to Prospectuses dated August 1, 2001,
                      as supplemented on October 31, 2001

            The prospectuses for all share classes of Nations Marsico Growth &
          Income Fund are hereby supplemented as follows:

                 1. Changing all references throughout the prospectuses from
                 Nations Marsico Growth & Income Fund to Nations Marsico Growth
                 Fund, effective May 10, 2002.

                 2. Modifying the second sentence in the second paragraph under
                 the heading "About the Funds -- Nations Marsico Growth &
                 Income Fund -- Principal Investment Strategies" to remove the
                 assertion that the Fund "invests at least 25% of its assets in
                 securities that are believed to have income potential" so that
                 it only states that the Fund "generally holds 35 to 50
                 securities."

                 3. Changing the left column call-out in the Fund description
                 under the heading "About the Funds" discussing "Why invest in
                 a growth and income fund?" to the following:

                         "What is a growth fund?"
                         Growth funds invest in companies that have the
                         potential for significant increases in revenue or
                         earnings. These are typically companies that are
                         developing or applying new technologies, products or
                         services in growing industry sectors.

                         While this Fund invests in a wide range of companies
                         and industries, it holds fewer investments than other
                         kinds of funds. This means it can have greater price
                         swings than more diversified funds. It also means it
                         may have relatively higher returns when one of its
                         investments performs well, or relatively lower returns
                         when an investment performs poorly.

          NMGISUPP - 12/01