COUNTRYWIDE STRATEGIC TRUST
497, 1997-03-03
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                                                              March 3, 1997

                             MIDWEST STRATEGIC TRUST

                 Supplement to Prospectuses Dated August 1, 1996


The  following   should  be  read  in  conjunction  with  the  section  entitled
"Management of the Fund(s)":

         On February  28, 1997 Leshner  Financial,  Inc.  became a  wholly-owned
subsidiary of Countrywide Credit Industries,  Inc. ("Countrywide"),  as a result
of the  acquisition by Countrywide  of all of the  outstanding  stock of Leshner
Financial,  Inc. in exchange for newly issued common stock of  Countrywide  (the
"Acquisition").  Midwest Group Financial Services,  Inc. (the "Adviser"),  which
provides  investment  advisory and  distribution  services to the Trust, and MGF
Service Corp. (the "Transfer Agent"), which provides transfer agency, accounting
and  administrative  services for the Trust,  are  wholly-owned  subsidiaries of
Leshner  Financial,  Inc.  As a result of the  Acquisition,  the Adviser and the
Transfer  Agent are each an indirect  wholly-owned  subsidiary  of  Countrywide.
Countrywide is a New York Stock Exchange listed company  principally  engaged in
the business of residential mortgage lending.

         On February 28, 1997, a Special  Meeting of  Shareholders  of the Trust
was held in order for  shareholders to vote on certain  matters  relating to the
Acquisition.  Shareholders  of each  Fund  voted  to  approve  a new  investment
advisory agreement with the Adviser containing substantially identical terms and
conditions,  in all  materials  respects,  as the advisory  agreements in effect
prior to the Acquisition. Shareholders also elected the following individuals to
serve on the Board of Trustees of the Trust:  Donald L.  Bogdon,  M.D.,  John R.
Delfino,  H.  Jerome  Lerner,  Robert H.  Leshner,  Angelo R.  Mozilo,  Oscar P.
Robertson, John F. Seymour, Jr. and Sebastiano Sterpa.

         Immediately following the Acquisition,  the Trust's name was changed to
Countrywide  Strategic  Trust.  Leshner  Financial,  Inc.'s  name was changed to
Countrywide  Financial  Services,  Inc.,  the  Adviser's  name  was  changed  to
Countrywide  Investments,  Inc.,  and the  Transfer  Agent's name was changed to
Countrywide Fund Services, Inc.

         The  investment  objectives  and  policies of the Funds and the persons
providing investment  management services to the Funds have not been affected by
the Acquisition.




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The  following  replaces  the final  paragraph in the section  entitled  "How to
Purchase Shares -- Purchases at Net Asset
Value":

         Trustees,  directors,  officers  and  employees  of the Trust or of the
Adviser,  MGF Service Corp. or any affiliated company,  including members of the
immediate family of such  individuals and employee benefit plans  established by
such  entities,  may also  purchase  Class A shares of the Utility  Fund and the
Equity  Fund and  shares of the U.S.  Government  Securities  Fund and the Total
Treasury Return Fund at net asset value.










































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