O SHAUGHNESSY FUNDS INC
497, 1998-01-06
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                     O'Shaughnessy Cornerstone Growth Fund
                      O'Shaughnessy Cornerstone Value Fund

       Supplement dated December 29, 1997 to Prospectus dated May 15, 1997


Footnote (a) to the Fee Table under the caption  "TRANSACTION AND FUND EXPENSES"
at page 3 is replaced with the following:

         (a) A 1.5%  redemption fee,  payable to the Funds,  will be assessed on
         shares  purchased  and  held for less  than 90 days.  Shareholders  who
         effect  redemptions  of Fund shares by wire  transfer will pay a $12.00
         wire transfer fee. See "Information About Your Account -- Redemption of
         Shares."

The disclosure under the caption "INVESTMENT OBJECTIVE AND STRATEGIES" at page 6
is revised as follows:

         What is the Cornerstone Growth Strategy?

         The Cornerstone  Growth Strategy selects the 50 stocks with the highest
         one-year  price  appreciation  as of the  date  of  purchase  from  the
         O'Shaughnessy  All  Stocks  Universe(TM)  that also meet the  following
         criteria:  (i) annual  earnings that are higher than the previous year,
         (ii) a  price-to-sales  ratio  below 1.5 and (iii)  historical  trading
         volume sufficient to allow for the Fund to purchase the required number
         of  shares  as of the  Re-Balance  Date  (as  defined  on page 7 of the
         prospectus). A stock's price-to-sales ratio is computed by dividing the
         market  value of the stock by the  issuer's  most recent  twelve  month
         sales. See "How does investment through the Cornerstone Growth Strategy
         and the Cornerstone Value Strategy work?"

         What is the Cornerstone Value Strategy?

         The Cornerstone Value Strategy involves the selection of the 50 highest
         dividend-yielding  common stocks from the O'Shaughnessy  Market Leaders
         Universe(TM)  that have historical  trading volume  sufficient to allow
         for the Fund to  purchase  the  required  number  of  shares  as of the
         Re-Balance  Date (as defined below).  See "How does investment  through
         the  Cornerstone  Growth  Strategy and the  Cornerstone  Value Strategy
         work?"
<PAGE>
The disclosure under the caption "INFORMATION ABOUT YOUR ACCOUNT-- REDEMPTION OF
SHARES" at page 26 is supplemented by adding the following:

         When would I pay a redemption fee?

         The  Funds  can  experience  substantial  price  fluctuations  and  are
         intended for long-term investors. Short-term "market timers" who engage
         in frequent purchases and redemptions can disrupt the Funds' investment
         programs and create additional  transaction costs that are borne by all
         shareholders.  For these reasons,  effective January 1, 1998, each Fund
         will assess a 1.5% fee on  redemptions  (including  exchanges)  of Fund
         shares purchased and held for less than 90 days.

         Redemption  fees  will be paid to the Fund to help  offset  transaction
         costs.  The Fund will use the  "first-in,  first-out"  (FIFO) method to
         determine the 90 day holding period. Under this method, the date of the
         redemption or exchange will be compared with the earliest purchase date
         of shares held in the account.  If this holding  period is less than 90
         days, the fee will be assessed.

         The fee does not apply to  shares  held as of  December  31,  1997.  In
         addition,  the fee  does  not  apply to any  shares  purchased  through
         reinvested  distributions  (dividends  and capital  gains) or to shares
         held in retirement  plans such as 401(k),  403(b),  457, Keogh,  profit
         sharing,  SIMPLE IRA,  SEP-IRA,  and money purchase pension  accounts+.
         These  exceptions  may not  apply  to  shares  held in  broker  omnibus
         accounts.  The fee does  apply to shares  held in IRA  accounts  and to
         shares  purchased  through  automatic   investment  plans  (see  "Other
         Shareholder Services -- Automatic Investment Plan").

Effective  immediately,  the  address  of  the  Advisor,  O'Shaughnessy  Capital
Management, Inc., is changed to 35 Mason Street, Greenwich, CT 06830.

         +O'Shaughnessy  Capital  Management,  Inc.  reserves the right to waive
         this fee at their discretion.


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