PRINCIPAL GROWTH FUND INC /MD/
497, 2000-12-20
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Changes have been made to the  prospectus  for the Principal  Mutual Funds.  The
changes are shown below.

                       SUPPLEMENT DATED DECEMBER 20, 2000
   TO THE PROSPECTUS DATED MARCH 1, 2000 (AS REVISED THROUGH MAY 1, 2000) FOR
                           THE PRINCIPAL MUTUAL FUNDS
PRINCIPAL BALANCED FUND, INC.
PRINCIPAL BLUE CHIP FUND, INC.
PRINCIPAL BOND FUND, INC.
PRINCIPAL CAPITAL VALUE FUND, INC.
PRINCIPAL CASH MANAGEMENT FUND, INC.
PRINCIPAL EUROPEAN EQUITY FUND, INC.
PRINCIPAL GOVERNMENT SECURITIES INCOME FUND, INC.
PRINCIPAL GROWTH FUND, INC.
PRINCIPAL HIGH YIELD FUND, INC.
PRINCIPAL INTERNATIONAL EMERGING MARKETS FUND, INC.
PRINCIPAL INTERNATIONAL FUND, INC.
PRINCIPAL INTERNATIONAL SMALLCAP FUND, INC.
PRINCIPAL  LARGECAP STOCK INDEX FUND, INC.
PRINCIPAL LIMITED TERM BOND FUND INC.
PRINCIPAL  MIDCAP  FUND,  INC.
PRINCIPAL  PACIFIC  BASIN FUND,  INC.
PRINCIPAL PARTNERS  AGGRESSIVE GROWTH FUND, INC.
PRINCIPAL PARTNERS LARGECAP GROWTH FUND, INC.
PRINCIPAL  PARTNERS MIDCAP GROWTH FUND,  INC.
PRINCIPAL REAL ESTATE FUND, INC.
PRINCIPAL  SMALLCAP  FUND,  INC.
PRINCIPAL  TAX-EXEMPT  BOND  FUND,  INC.
PRINCIPAL UTILITIES FUND, INC.

1.   On page 8, under the Day-to-day  Account Management  section,  replace with
     the following:

    Since January 2001

                    Scott D. Opsal,  CFA. Mr. Opsal is Chief Investment  Officer
                    of  Invista  Capital   Management  and  has  been  with  the
                    organization since 1993. He holds an MBA from the University
                    of Minnesota and BS from Drake University. He has earned the
                    right to use the Chartered Financial Analyst designation.

2.   On page 11, under the Day-to-day Account Management  section,  replace with
     the following:

    Since January  2001

                    John Pihlblad, CFA. Mr. Pihlblad is director of quantitative
                    portfolio  management  for  Invista.  He has  over 24  years
                    experience in creating and managing quantitative  investment
                    systems.  Prior to joining Invista in 2000, Mr. Pihlblad was
                    a partner and  co-founder of GlobeFlex  Capital in San Diego
                    where   he  was   responsible   for  the   development   and
                    implementation  of the investment  process for both domestic
                    and  international   products.   He  received  his  BA  from
                    Westminster  College.  He has  earned  the  right to use the
                    Chartered Financial Analyst designation.

3.   On page 26, under the Day-to-day Account Management  section,  replace with
     the following:

    Since January 2001

                    Tom Morabito,  CFA. Mr.  Morabito  joined Invista in 2000 as
                    the lead small-cap value portfolio manager. He has more than
                    12 years of analytical and portfolio  management  expertise.
                    Since  1994,   Mr.   Morabito  was  a  manager  for  INVESCO
                    Management  & Research.  He received his MBA in Finance from
                    Northeastern   University  and  his  Bachelor's   degree  in
                    Economics  from State  University of New York. He has earned
                    the   right   to  use  the   Chartered   Financial   Analyst
                    designation.

4.   On page 43,  under  the  Day-to-day  Account  Management  section,  add the
     following:

     Since July 2000

                    Co-Manager: Kelly R. Alexander. Ms. Alexander joined Invista
                    Capital  Management in 1992. Her duties  include  management
                    responsibility   for  nine   fixed-income   portfolios  with
                    combined assets of more than $4.0 billion.

5.   On page 47,  under  the  Day-to-day  Account  Management  section,  add the
     following:

     Since July 2000

                    Co-Manager:  Daniel J. Garrett,  CFA. Mr. Garrett joined the
                    Principal  organization  in  1985.  He holds a BA and an MBA
                    from  Drake  University.  He has earned the right to use the
                    Chartered Financial Analyst designation.

6.  Effective October 20, 2000,  Principal Management  Corporation,  the Manager
    for  Principal  Balanced  Fund,  Inc.  (the  "Balanced  Fund") and Principal
    Government  Securities  Income Fund,  Inc. and  Principal  Limited Term Bond
    Fund, Inc. (the "Income Funds"),  entered into a sub-advisory agreement with
    an affiliate, Principal Capital Income Investors, LLC ("PCII"), with respect
    to each of these  Funds.  The  individual  who has been serving as portfolio
    manager for each of the Income Funds and for the fixed-income investments of
    the Balanced Fund has been transferred to PCII from another affiliate of the
    Manager,  Invista  Capital  Management,  LLC  (Invista).  Invista  served as
    sub-advisor  to the three Funds prior to October 20, 2000 and  continues  to
    serve as  sub-advisor  to the  Balanced  Fund  with  respect  to its  equity
    investments.  The change will not affect the  services  received or the fees
    paid by each of the Funds pursuant to its Management Agreement.

    As a result, the Prospectus is amended as follows:

On page 4, the first section in the list of Funds and corresponding Sub-Advisors
is deleted and replaced with the following:

<TABLE>
<CAPTION>
                  Fund                                                                           Sub-Advisor
---------------------------                                                                      -----------
<S>                                                                             <C>
    Balanced (equity portion), Blue Chip, Capital Value,                        Invista Capital Management, LLC ("Invista")
    Growth, International, International Emerging Markets,
    International SmallCap, LargeCap Stock Index, MidCap,
    SmallCap and Utilities

    Balanced (fixed-income portion), Government                                 Principal Capital Income Investors, LLC ("PCII")
    Securities Income and Limited Term Bond
</TABLE>

     The section  "Management,  Organization  and Capital  Structure"  is hereby
     amended as follows:

     Funds:         Balanced (equity portion), Blue Chip, Capital Value, Growth,
                    International, International Emerging Markets, International
                    SmallCap,   LargeCap  Stock  Index,  MidCap,   SmallCap  and
                    Utilities

    Sub-Advisor:    Invista Capital  Management,  LLC ("Invista"),  an indirect
                    wholly-owned subsidiary of Principal Life Insurance Company
                    and an affiliate of the  Manager,  was founded in 1985.  It
                    manages investments for institutional investors,  including
                    Principal Life. Assets under management as of June 30, 2000
                    were approximately $35.3 billion. Invista's address is 1800
                    Hub Tower, 699 Walnut, Des Moines, Iowa 50309.

    Funds:          Balanced (fixed-income portion), Government Securities
                    Income and Limited Term Bond

    Sub-Advisor:    Principal  Capital  Income  Investors,   LLC  ("PCII"),  an
                    indirect   wholly-owned   subsidiary   of  Principal   Life
                    Insurance  Company and an  affiliate  of the  Manager,  was
                    founded in 2000. It manages  investments for  institutional
                    investors,  including  Principal Life Insurance Company. As
                    of June 30, 2000,  PCII had assets under  management of $29
                    billion.  PCII's address is 1800 Hub Tower, 699 Walnut, Des
                    Moines, Iowa 50309.

7.   In the section  "The Costs of  Investing"  (Class A shares),  the 12th item
     should be deleted and replaced with the following:

     to the  extent  the  purchase  proceeds  represent  a  distribution  from a
     terminating   401(a)  plan  if  (a)  such   purchase  is  made   through  a
     representative  of Princor  Financial  Services  Corporation  who is a home
     office  employee of  Principal  Life  Insurance  Company  and the  purchase
     proceeds   represent  a  distribution   from  a  terminating   401(a)  plan
     administered by Principal Life Insurance  Company or any of its affiliates,
     or (b) the employer or plan  trustee has entered  into a written  agreement
     with Princor  permitting the group  solicitation of active  employees/ plan
     participants.  Such  purchases  are  subject to the CDSC  which  applies to
     purchases of $1 million or more as described above.

8.   The  Manager has  voluntarily  agreed to waive a portion of its fee for the
     following Funds, if necessary,  through the period ending October 31, 2001.
     The effect of the waiver is to reduce the Fund's annual operating expenses.
     The waivers will maintain a total level of operating expenses (expressed as
     a percent of average net assets  attributable  to a Class on an  annualized
     basis) not to exceed:

<TABLE>
<CAPTION>
                                                Class A   Class B    Class C    Class R
                                                ---------------------------------------
<S>                                              <C>       <C>        <C>       <C>
  Principal European Equity Fund                 2.50%     3.25%      3.25%     3.00%
  Principal International Emerging Markets Fund  2.50      3.25       3.25      3.00
  Principal LargeCap Stock Index Fund            0.90      1.25       1.25      1.40
  Principal Partners LargeCap Growth Fund        1.95      2.70       2.70      2.45
  Principal Partners MidCap Growth Fund          1.95      2.70       2.70      2.45
  Principal Pacific Basin Fund                   2.50      3.25       3.25      3.00
</TABLE>


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