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RULE 497(D)
FILE NO. 2-11193
SUPPLEMENT TO THE PROSPECTUS DATED OCTOBER 19, 1995
OF THE AMERICAN HERITAGE FUND, INC.
Reference is made to the disclosure in the Prospectus under the caption
"Legal Proceedings" with respect to an action brought on October 5, 1994. On
July 11, 1996, the Court issued an Order permitting the Plaintiff to file an
amended complaint to allege that certain registration statements and
prospectuses of the Fund failed to disclose certain risks regarding the Fund's
investments in illiquid securities and that the Fund invested in illiquid
securities in concentrations which exceeded the Fund's own investment
restrictions and that the Fund improperly valued its illiquid securities. The
Court also permitted the plaintiff to amend the complaint to allege that the
other defendants breached their fiduciary duties in connection with the Fund's
investments in and valuation of illiquid securities and by the receipt of AHMC
of substantial compensation for investment advice and that the Fund breached its
own limitations with respect to illiquid securities and that the Fund changed
investment policies without obtaining a shareholder vote.
The Fund, after conferring with its special counsel, has continued to
conclude that the substantive allegations of the amended complaint are without
merit. Although there can be no assurance of the outcome of the action, based
upon the Fund's belief, the Fund has not established a reserve for potential
losses other than the expense of its defense. The Fund intends to vigorously
defend the action.
The Fund had approximately 27 million outstanding shares on July 17, 1996.
July 18, 1996
