PRINCIPAL GROWTH FUND INC /MD/
497, 1999-03-18
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                                    SUPPLEMENT DATED MARCH 22, 1999
                   TO THE PRINCIPAL FUNDS' R SHARE PROSPECTUS
                               DATED MARCH 1, 1999

Effective  March 22, 1999,  the Principal  Mutual  Funds' R Share  Prospectus is
amended by adding the following paragraphs on page 5 as
additional Notes:

     Class R shares are offered only to individuals (and his/her spouse,  child,
     parent,  grandchild and trusts  primarily for their  benefit) who:  receive
     lump sum  distributions  from  retirement  plans serviced by Principal Life
     Insurance  Company;  or are  participants  in retirement  plans serviced by
     Principal Life  Insurance  Company;  or own  individual  life or disability
     insurance  polices issued by Principal  Life Insurance  Company that do not
     have an  insurance  agent  licensed to sell such  policies  assigned to the
     policies;  or have mortgages which are serviced by Principal Life Insurance
     Company; or have existing Principal Mutual Fund Class R Share accounts.

     No  salesperson,   dealer  or  any  other  person  is  authorized  to  give
     information  or make  representations  about the  Funds  other  than  those
     contained  in  this  Prospectus.   Information  or   representations   from
     unauthorized  parties  must not be relied  upon as having  been made by the
     Funds or the Manager.

The  Prospectus is further  amended by replacing the table on the bottom of page
38 with the following:

<TABLE>
<CAPTION>
                                         Sales Charge for
                                         All Funds (Except           Sales Charge for
                                    Limited Term Bond Fund)       Limited Term Bond Fund        Dealers Allowance as
                                       Sales Charge as % of:       Sales Charge as % of:         % of Offering Price

                                      Offering    Net Amount      Offering    Net Amount  All Funds Except     Limited Term
               Amount invested          Price      Invested         Price      Invested   Limited Term Bond        Bond

<S>                                         <C>          <C>            <C>          <C>            <C>               <C>  
         Less than $50,000                  4.75%        4.99%          1.50%        1.52%          4.00%             1.25%
         $50,000 but less than $100,000     4.25%        4.44%          1.25%        1.27%          3.75%             1.00%
         $100,000 but less than $250,000    3.75%        3.90%          1.00%        1.10%          3.25%             0.75%
         $250,000 but less than $500,000    2.50%        2.56%          0.75%        0.76%          2.00%             0.50%
         $500,000 but less than $1,000,000  1.50%        1.52%          0.50%        0.50%          1.25%             0.25%
         $1,000,000 or more                    0            0              0            0           0.75%             0.25%
</TABLE>

GP 41071 S-5


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