SUPPLEMENT DATED JANUARY 15, 1998
                             TO THE PROSPECTUS OF 
                            HAMPSHIRE FUNDING, INC.
                              DATED APRIL 16, 1997


     The Prospectus of Hampshire Funding is amended to reflect wherever 
applicable that on December 31, 1997 Hampshire Funding changed the method of 
financing its Programs. Substantially all of Hampshire Funding's payables under 
the Revolving Credit Agreement previously in effect through SunTrust Bank were 
paid with the proceeds of new funding arrangements established with the 
assistance of First Chicago National Bank.

     Under the new arrangements Hampshire Funding transferred and assigned
ownership in substantially all of its current and future receivables to
Preferred Receivables Funding Corporation ("PREFCO"). PREFCO will in turn issue
commerical paper to fund these and any future receivables and that First Chicago
National Bank has committed to purchase such receivables in the event that
PREFCO cannot issue sufficient commerical paper to fund the programs. Hampshire
Funding will continue to act as server of the Programs. These new arrangements
will not alter the terms or the servicing of the Participant loans. Chubb
America Service Corporation will continue to serve as service company and there
are no changes anticipated in the Agency Agreement.

     The sale of the Company, including the Service Company,to Jefferson Pilot 
Corporation discussed on page 4 of the Prospectus was effected on April 
30, 1997.

     Hampshire Funding Inc., became a wholly-owned subsidiary of Jefferson 
Pilot Corporation on December 31, 1997. Chubb Securities Corporation was renamed
Jefferson Pilot Securities Corporation on January 1, 1998. Chubb Life Insurance
Company of America is expected to be renamed Jefferson Pilot Financial Life
Insurance Company on May 1, 1998.