PIONEER GROWTH SHARES INC/MA
497, 1996-03-07
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                                                                  March 13, 1996

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

The  following   information   supplements  the  corresponding  section  in  the
Prospectus.

Management of the Fund

         Each domestic equity portfolio managed by PMC, including Pioneer Growth
Shares, is overseen by an Equity Committee,  which consists of PMC's most senior
equity professionals,  and a Portfolio Management  Committee,  which consists of
PMC's domestic  equity  portfolio  managers.  Both committees are 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 over five years.

         Mr.  Jeffrey  B.  Poppenhagen,   Portfolio  Manager,   assumed  primary
responsibility  for the day-to-day  management of the Fund on February 20, 1996.
Mr.  Poppenhagen  joined  PMC in  February,  1996.  Prior to  joining  PMC,  Mr.
Poppenhagen  was a  portfolio  manager  and  analyst  for  a  number  of  equity
portfolios.

                                                                       0396-3216
                                             (C) Pioneer Funds Distributor, Inc.



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