BULL & BEAR U S GOVERNMENT SECURITIES FUND INC
DFAN14A, 1998-12-11
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                            SCHEDULE 14A INFORMATION

                Proxy Statement Pursuant to Section 14(a) of the
                Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant / /
Filed by a Party other than the Registrant /x/

Check the appropriate box:

/ / Preliminary Proxy Statement       / / Confidential, for Use of the
/ / Definitive Proxy Statement            Commission Only (as permitted by
/x/ Definitive Additional Materials        Rule 14a-6(e)(2))
/ / Soliciting Material Pursuant to
    Rule 14a-11(c) or Rule 14a-12

                BULL & BEAR U.S. GOVERNMENT SECURITIES FUND, INC.
                (Name of Registrant as Specified in Its Charter)

           KARPUS MANAGEMENT, INC. d/b/a/ KARPUS INVESTMENT MANAGEMENT
                   (Name of Person(s) Filing Proxy Statement,
                          if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

/X/   No fee required.

/ / Fee computed on table below per Exchange Rules 14a-6(i)(4) and 0-11.

(1) Title of each class of securities to which transaction applies: Not
    applicable.
(2) Aggregate number of securities to which transaction applies: Not applicable.
(3) Per unit price or other underlying value of transaction computed pursuant to
    Exchange Act Rule 0-11

          (Set forth the amount on which the filing fee is calculated and state
          how it was determined): Not applicable.

(4) Proposed maximum aggregate value of transaction: Not applicable.
(5) Total fee paid: Not applicable.

/ / Fee paid previously with preliminary materials.

/ / Check box if any part of the fee is offset as provided by Exchange Act
    Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
    paid previously. Identify the previous filing by registration statement
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      (2) Form, Schedule or Registration Statement No.:  Not applicable.
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      (4) Date Filed:  Not applicable.
<PAGE>

             Re: BULL & BEAR U. S. GOVERNMENT SECURITIES FUND, INC.

                                December 11, 1998

Dear Fellow Shareholder:

      By the time you receive this, it may be too late to vote (or change your
vote) at the Annual Meeting scheduled for December 18, 1998 at 8:00 a.m. (not
very shareholder friendly!).

      However, DO NOT IGNORE THIS REQUEST! If the Meeting is adjourned, Karpus
will continue to need your support.

      Management's Misleading Reporting. We are delighted that the Fund's
Management has corrected their earlier misleading yield information. Bull & Bear
Advisers, Inc., which pretends to be an experienced and competent investment
advisor, took credit for return of capital in boasting about the Fund's yield!

      Did they make this claim because they do not understand the concept of
yield? Or are they just sloppy? Or did they try to fool the shareholders?

      Management's Frivolous Litigation. Management's claims in its litigation
against Karpus offer very little benefit to the Fund and its shareholders. This
is nothing more than legal maneuvering intended to prevent Karpus from
contacting our fellow shareholders. They further go on to say "the Fund has
sought to avoid further and future damage to the liquidity and integrity of the
national market for the Fund's shares. The best way to accomplish this would be
to FIRE MANAGEMENT AND HIRE A COMPETENT ADVISOR THAT WOULD LOOK OUT FOR THE
SHAREHOLDERS FIRST.

      Management's Expense Ratio: It is Management's inefficiency, entrenchment
efforts and litigious nature that have increased the Fund's expenses to
outrageous levels. Karpus is as unhappy about this as you are.

      Management's Cover-Up. Management can not generate an 8% yield from your
portfolio, so they distribute your capital to cover up their performance. Karpus
believes that you are too smart to be bought off with your own money!

      Management's Entrenchment. Management has entrenched themselves by
eliminating your right to redeem daily at net asset value and with obnoxious
supermajority provisions, burdensome notice provisions and the like. Management
has designed these 
<PAGE>

provisions to protect itself and to exclude shareholders from exercising their
rights.

      IT IS TIME TO FIRE BULL & BEAR. VOTE THE BLUE PROXY CARD. The last
completed proxy card is the one that counts. If you have not yet voted the BLUE
card, or if you want to change your vote to Karpus:

      Fax your completed, dated and signed BLUE proxy card to Georgeson & Co.,
      Inc. at (212) 440-9009; and

      Mail your completed, dated and signed BLUE proxy card in the enclosed
      return envelope.

      Questions about voting? Call Georgeson at 1-800-646-4005.

      Questions about the Fund or Karpus? Call Karpus at 1-800-223-2064.

      Thank you for your patience and your support.

                                                    Sincerely,


                                                    George W. Karpus



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