Rule 497(e): 811-9118: 333-27225
DEM, INC.
Supplement dated November 10, 1997
to the Statement of Additional Information
dated August 29, 1997
The Officers and Directors chart under the caption "OFFICERS
AND DIRECTORS" in the Statement of Additional Information is
revised by adding entries to the "Directors to serve until
the 1998 Annual Meeting (Class I)" subsection, above the
entry for James B. Lewis, as follows:
OFFICERS AND DIRECTORS
<TABLE>
<CAPTION>
POSITION(S)
HELD WITH PRINCIPAL
OCCUPATION(S)
NAME AND ADDRESS REGISTRANT AGE DURING PAST 5 YEARS
Directors to serve until the 1998 Annual Meeting (Class I)
<S> <C> <C> <C>
Dr. Glenda Glover Director 44 Dean, School of
Business,
401 E. Pratt St. Jackson State University,
1994
28th Floor to present; Chairperson,
Baltimore, MD 21202 Accounting Dept., Howard
University School of
Business,
1990-94.
*Dr. Benjamin Hooks Director 72 Senior Vice President,
The
401 E. Pratt St. Chapman Co., 1993 to
present;
28th Floor Executive Director of the
Baltimore, MD 21202 National Association for
the
Advancement of Colored
People
("NAACP"), prior to 1983.
</TABLE>
* Directors deemed to be "interested persons" of the
Company for purposes of the Investment Company Act of 1940,
as amended, are indicated by an asterisk.
The Officers and Directors chart under the caption "OFFICERS
AND DIRECTORS" in the Statement of Additional Information is
revised by adding to the "Officers" Subsection the following
<PAGE>
revised information on the positions held by Earl U. Bravo,
Sr. and M. Lynn Ballard:
Officers
<TABLE>
<CAPTION>
POSITION(S)
HELD WITH PRINCIPAL
OCCUPATION(S)
NAME AND ADDRESS REGISTRANT AGE DURING PAST 5 YEARS
<S> <C> <C> <C>
Earl U. Bravo, Sr. Vice President, 49 Chief Operating
Officer of The
401 E. Pratt St. Secretary and Chapman Co. since
1992. From
28th Floor Assistant 1990 until 1992,
President of
Baltimore, MD 21202 Treasurer Chapman Capital
Management, Inc.
M. Lynn Ballard Treasurer and 54 Controller of The
Chapman Co.
401 E. Pratt St. Assistant and Treasurer of The
Chapman
28th Floor Secretary Funds, Inc. since 1988.
Baltimore, MD 21202
</TABLE>
* Directors deemed to be "interested persons" of the
Company for purposes of the Investment Company Act of 1940,
as amended are indicated by an asterisk.
The table under the caption "COMPENSATION TABLE" in the
Statement of Additional Information is revised by adding
both of the entries that follow, below the entry for Nathan
A. Chapman, Jr., and above the entry for James B. Lewis:
<PAGE>
COMPENSATION TABLE
<TABLE>
<CAPTION>
(1) (2) (3) (4) (5)
Pension or Total
Retirement Estimated Compensati
Aggregate Benefit Annual on from
Name of Compensati Accrued as Benefits Fund and
Person on From Part of upon Fund
Position Fund Fund Retiremen Complex
($) Expenses t Paid to
($) Directors
($) ($)
<S> <C> <C> <C> <C>
Dr. Benjamin -0- -0- -0- 3,000
Hooks
Director
Dr. Glenda -0- -0- -0- -0-
Glover
Director
</TABLE>
The table under the section "INVESTMENT ADVISORY AND OTHER
SERVICES" in the Statement of Additional Information is
revised by adding affiliation information to the
"Affiliation with the Company" column for the entries
concerning Earl U. Bravo, Sr. and M. Lynn Ballard as
follows:
<PAGE>
The table below sets forth the names of affiliated
persons of the Company who are also affiliated persons of
the Investment Advisor:
<TABLE>
<CAPTION>
Name and Age Affiliation Affiliations with the Company's
s with Investment Advisor
Company
<S> <C> <C>
Earl U. Bravo, Vice Director of Chapman Capital
Sr. President, Management, Inc.; Director,
Secretary Secretary, Assistant Treasurer
and and Chief Operating Officer of
Assistant The Chapman Co.
Treasurer
M. Lynn Treasurer Treasurer of Chapman Capital
Ballard and Management, Inc.; Controller and
Assistant Assistant Secretary of The
Secretary Chapman Co.
</TABLE>
