COMPOSITE EQUITY SERIES INC
497, 1997-10-31
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                   COMPOSITE BOND & STOCK FUND, INC.
                    COMPOSITE GROWTH & INCOME FUND
                    COMPOSITE NORTHWEST FUND, INC.

REVISION DATED NOVEMBER 1, 1997 TO THE STATEMENT OF ADDITIONAL INFORMATION DATED
APRIL 30, 1997

The following provision, in the section titled "How Shares Can be Purchased," is
modified to read:

Effective November 1, 1997, qualified employee benefit plans (including SEPs and
SIMPLEs) which have more than 100 participants or which have more than  $500,000
invested in those Composite funds offered with an ititial or contingent deferred
sales charge are also  entitled to buy Class A shares  without an initial  sales
charge.  Such plans which were eligible for this privilege prior to  November 1,
1997, when the requirement  was 10 participants or more  than  $25,000 invested,
continue to be entitled to purchase Class A shares with no ititial sales charge.


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