BULL & BEAR FUNDS II INC
497, 1996-09-26
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     BULL & BEAR ---------------------------------------------------------------
PERFORMANCE DRIVEN(R)

             PROSPECTUS SUPPLEMENT DATED
                               SEPTEMBER 26, 1996


           U.S. GOVERNMENT SECURITIES FUND
          Prospectus dated November 1, 1995

On September 19, 1996,  the Fund's  shareholders  approved a proposal to convert
the  Fund  from  a  diversified  series  of a  registered  open-end,  management
investment company to a registered closed-end, diversified management investment
company.  As a closed-end fund, the Fund's shares will be listed on the American
Stock Exchange and they will no longer be redeemable at net asset value.

Shareholders  will not be required to turn in their share  certificates  or take
any other action to effectuate the conversion,  currently  scheduled for October
4, 1996.  Shareholders who have elected to reinvest  dividends and distributions
automatically  will be included in the Fund's  dividend  reinvestment  plan.  We
expect that "when  issued"  trading of Fund shares will commence on the American
Stock Exchange approximately four business days prior to the date of conversion.
You will continue to be able to purchase and redeem shares at net asset value up
to and including one day prior to the date of conversion.




                                                               


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