PIONEER GROWTH SHARES INC/MA
497, 1995-10-24
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                                                               October 23, 1995

                                SUPPLEMENT TO THE
                        PIONEER GROWTH SHARES PROSPECTUS
                 dated April 28, 1995 (revised October 16, 1995)


Management of the Fund

Each domestic equity portfolio  managed by PMC,  including the Fund, is overseen
by the Domestic Equity Portfolio Management Equity Committee,  which consists of
PMC's most senior domestic equity professionals. The committee is chaired by Mr.
David Tripple,  PMC's President and Chief Investment  Officer and Executive Vice
President of each of the Pioneer  mutual funds.  Mr.  Tripple joined PMC in 1974
and has had general  responsibility for PMC's investment operations and specific
portfolio assignments for more than the last five years.

Mr.  Warren J.  Isabelle,  Director of Research and a Vice  President of PMC and
Vice  President of the Fund, is the Senior  Portfolio  Manager for the Fund and,
effective October 23, 1995, Mr. Rod Wright, Associate Portfolio Manager, assumes
primary  responsibility  for the  day-to-day  management  of the Fund.  Prior to
joining  PMC in 1994,  Mr.  Wright  had  served  as an  investment  analyst  and
co-portfolio manager for a number of investment advisers.

1095-2883



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