LIGHT REVOLUTION FUND INC
497, 1999-10-14
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              Light Revolution Fund, Inc.



 Supplement to Light Revolution Fund Prospectus Dated
                     June 4, 1999


               Removal of Redemption Fee

     Effective September 16, 1999, the 1.0% redemption
fee on redemptions of shares of the Light Revolution
Fund within twelve months of their purchase has been
removed and will no longer be imposed on redemptions of
shares of the Light Revolution Fund.


             Revised Fee and Expense Table

     The following fee and expense table replaces the
fee and expense table in the prospectus:

             FEES AND EXPENSES OF THE FUND


     This table describes the fees and expenses that
you may pay if you buy and hold shares of the Fund.

Shareholder Fees (fees paid directly from your
investment)

  Maximum sales charge (load) imposed on purchases(1)
      (as a percentage of offering price)                            4.75%
  Maximum deferred sales charge (load) imposed on redemptions
      (as a percentage of amount redeemed)                            None
  Redemption Fee
      (as a percentage of amount redeemed) (2)                        None
  Exchange Fee (3)                                                   $5.00

Annual Fund Operating Expenses (expenses that are deducted from Fund assets)(4)

  Management Fees(5)                                  1.00%
  Distribution and Service (12b-1) Fees(6)            0.25%
  Other Expenses(5)                                   2.01%
  Total Annual Fund Operating Expenses(5)             3.26%
  Fee Waiver/Expense Reimbursement(4)                 1.26%
  Net Expenses(4)(5)                                  2.00%
____________

<PAGE>

(1)This sales charge is the maximum sales charge
   applicable to purchases of shares.  You may not
   have to pay this sales charge because waivers and
   reduced sales charges are available.  See "How to
   Purchase Shares."

(2)A fee of $12.00 is charged for each wire
   redemption.  See "How to Redeem Shares - In
   General."

(3)If you exchange shares of the Fund for shares of
   the Firstar Money Market Fund, you will be charged a
   $5.00 fee.

(4)Fund operating expenses are deducted from Fund
   assets before computing the daily share price or
   making distributions.  As a result, they will not
   appear on your account statement, but instead
   reduce the amount of total return you receive.

(5)"Other Expenses" have been estimated for the
   current fiscal year because the Fund does not
   expect to begin operations until May 31, 1999.
   Until May 31, 2000, the Adviser has agreed to waive
   its management fee and/or reimburse the Fund's
   other expenses to the extent necessary to ensure
   that the Fund's total annual operating expenses
   which include management and administration fees,
   but which exclude interest, taxes, brokerage
   commissions and other costs incurred in connection
   with the purchase and sale of portfolio securities,
   and extraordinary items, do not exceed 2.00% of its
   average net assets.  After such date, the total
   annual operating expense limitations may be
   terminated or revised at any time.  "Other
   expenses" are presented before any such waivers or
   reimbursements.  If such waivers and reimbursements
   are included in the calculation of "other expenses"
   (i.e., if actual "other expenses" are shown), other
   expenses and total annual operating expenses for
   the Fund are expected to be 0.75% and 2.00%,
   respectively.  Any waiver or reimbursement is
   subject to later adjustment to allow the Adviser to
   recoup amounts waived or reimbursed, including
   initial organization costs of the Fund, to the
   extent actual fees and expenses for a period are
   less than the expense limitation cap, provided,
   however, that the Adviser is only entitled to
   recoup such amounts for a period of three years
   from the date such amount was waived or reimbursed.
   For additional information, see "Fund Management."

(6)Because Rule 12b-1 fees are paid out of the Fund's
   assets on an on-going basis, over time these fees
   will increase the cost of your investment and could
   cost long-term investors of the Fund more than
   other types of sales charges.  For more
   information, see "Distribution and Shareholder
   Servicing Plan."


                 Sales Charge Waivers

     In addition to the sales charge waivers set forth
in the prospectus, (i) Keogh plans with at least
$500,000 in net assets and at least 2 plan participants
and (ii) vendors or service providers of the Fund or
the Adviser may purchase shares of the Light Revolution
Fund at net asset value without the imposition of any
sales charge.


              Appointment of New Director

     Effective September 15, 1999, Robert W. Burnett
was appointed to the board of directors of the Light
Revolution Fund to fill a vacancy created as a result
of the expansion of the board.  Mr. Burnett is a
disinterested director of the Fund.

     The date of this supplement is October 14, 1999.
This Supplement should be retained with your prospectus
for future reference.






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