MATTERHORN GROWTH FUND INC
497, 1997-12-31
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                        THE MATTERHORN GROWTH FUND, INC.
                          SUPPLEMENT TO THE PROSPECTUS
                   AND THE STATEMENT OF ADDITIONAL INFORMATION
                             DATED NOVEMBER 1, 1997

                        SUPPLEMENT DATED JANUARY 1, 1998


CO-DISTRIBUTORS
- ---------------


Bainbridge & Co. has changed its name to Bainbridge Securities Inc.


REDEMPTIONS
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         The Fund will  satisfy all  redemption  requests in cash to the fullest
extent feasible, so long as such payments would not, in the opinion of the Board
of Directors,  require the Fund to sell assets under disadvantageous  conditions
or to the detriment of the  remaining  shareholders  of the Fund.  The Fund will
redeem  shares  solely  in cash up to the  lesser of  $250,000  or 1% of its net
assets during any 90-day period for any one  shareholder.  The Fund reserves the
right to pay any redemption price exceeding this amount in whole or in part by a
distribution  in kind of  securities  held by the  Fund in lieu of  cash.  It is
highly  unlikely  that  shares  would ever be  redeemed  in kind.  If shares are
redeemed in kind,  however,  the redeeming  shareholder  would incur transaction
costs upon the disposition of the securities received in the distribution.


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