COMPOSITE INCOME FUND INC
497, 1997-11-03
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               COMPOSITE U.S. GOVERNMENT SECURITIES, INC.
                         COMPOSITE INCOME FUND
                    COMPOSITE TAX-EXEMPT BOND FUND

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 initial sales charge.


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