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VAN KAMPEN AMERICAN CAPITAL
PACE FUND
SUPPLEMENT DATED JANUARY 9, 1996, TO THE PROSPECTUS DATED
SEPTEMBER 1, 1995, AS PREVIOUSLY SUPPLEMENTED ON OCTOBER 12, 1995.
The section of the Prospectus captioned "PURCHASE OF SHARES" hereby is
supplemented by adding the following:
The Distributor is sponsoring a sales incentive program for A.G.
Edwards & Sons, Inc. ("A.G. Edwards"). The Distributor will reallow its
portion of the Fund's sales concession to A.G. Edwards on sales of Class A
Shares of the Fund relating to the "rollover" of any savings into an
Individual Retirement Account ("IRA"), the transfer of assets into an IRA
and contributions to an IRA, commencing on January 1, 1996 and terminating
on April 15, 1996.
