O SHAUGHNESSY FUNDS INC
497, 1997-04-10
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                      O'SHAUGHNESSY CORNERSTONE GROWTH FUND
                      O'SHAUGHNESSY CORNERSTONE VALUE FUND

      Supplement dated April 10, 1997 to Prospectus dated October 11, 1996

The  hypothetical  performance  graphs used in this prospectus on pages 7 and 10
are inaccurate  due to an error in the software  package that was used to create
the graphs. The corrected graphs are contained on this supplement.

(This graph  represents the hypothetical  performance of the Cornerstone  Growth
Strategy as applied  retroactively  in  backtesting  to December 31,  1954.  The
performance  of  the   Cornerstone   Growth  Strategy  does  not  represent  the
performance of the  Cornerstone  Growth Fund, nor does it (or the performance of
the S&P 500) reflect the  advisory  fees,  commissions,  expenses or taxes which
would be borne by the Fund. The Strategy's  performance,  as well as that of the
S&P  500,  would  be  lower  if such  fees  and  expenses  were  deducted.  Past
performance  of the  Cornerstone  Growth  Strategy is not  predictive  of future
performance of the Strategy or the Fund.)

                       Cornerstone Growth Strategy Stocks
                Hypothetical Total Return on a $10,000 Investment




[Insert Cornerstone GROWTH Fund Graph.  Narrative description to the commission-
The graph that exists here  replaces the graph found on  prospectus  page 7. The
hypothetical  performance  graphs used in this  prospectus on pages 7 and 10 are
inaccurate  due to an error in the software  package that was used to create the
graphs.  The  corrected  graphs  are  contained  on this  supplement.  The graph
representation is explained above.]
<PAGE>
(This  graph  represents  the  hypothetical  performance  of  Cornerstone  Value
Strategy as applied  retroactively  in  backtesting  to December 31,  1951.  The
performance of the Cornerstone Value Strategy does not represent the performance
of the Cornerstone Value Fund,  nor does it (or the  performance of the S&P 500)
reflect the advisory fees,  commissions,  expenses or taxes which would be borne
by the Fund. The Strategy's performance, as well as that of the S&P 500 would be
lower  if  such  fees  and  expenses  were  deducted.  Past  performance  of the
Cornerstone  Value  Strategy  is not  predictive  of future  performance  of the
Strategy or the Fund.)

                       Cornerstone Value Strategy Stocks
               Hypothetical Total Return on a $10,000 Investment



[Insert Cornerstone VALUE Fund Graph.  Narrative  description to the commission-
The graph that exists here replaces the graph found on  prospectus  page 10. The
hypothetical  performance  graphs used in this  prospectus on pages 7 and 10 are
inaccurate  due to an error in the software  package that was used to create the
graphs.  The  corrected  graphs  are  contained  on this  supplement.  The graph
representation is explained above.]


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