COMPOSITE UNITED STATES GOVERNMENT SECURITIES INC
497, 1997-03-24
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                   COMPOSITE U.S. GOVERNMENT SECURITIES, INC.
                     REVISION DATED MARCH 24, 1997, TO THE
            STATEMENT OF ADDITIONAL INFORMATION DATED MARCH 21, 1996

     Effective  March 24,  1997,  Page 11,  paragraph 5 under "HOW SHARES CAN BE
PURCHASED"  has been amended to show that NAV  purchases  for those plans having
more  than 10  participants  or more  than  $25,000  invested  does not apply to
individual retirement accounts that are not part of an employer's benefit plan.
     The  following  sentences  have been amended as follows:  FROM:  "Qualified
employee  benefit plans which have more than 10  participants or which have more
than  $25,000  invested  in those  Composite  funds  offered  with an initial or
contingent deferred sales charge are also entitled to buy Class A shares without
a sales  charge." TO:  "Qualified  employee  benefit plans  (including  SEPs and
SIMPLEs)  which have more than 10  participants  or which have more than $25,000
invested in those Composite funds offered with an initial or contingent deferred
slaes charge are also  entitled to buy Class A shares  without a sales  charge."
     AND FROM:  "Individual retirement accounts such as IRAs or SEP IRAs are not
eligible for this privilege." to read:  "Individual retirement accounts that are
not part of an employee benefit plan are ineligible for this privilege."



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