MAINSTAY FUNDS
497, 1997-04-07
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                               The MainStay Funds
                      Supplement dated April 7, 1997 to the
                          Prospectus dated May 1, 1996

The Prospectus is amended as follows:

1.       In the description of the Value Fund under the heading "Who's Managing
         your Money?" on page 28 Mr. Kolefas' biography is hereby deleted and
         replaced with the following:

         Mr. Simon joined MacKay-Shields in 1993.  Mr. Simon is a Director of
         MacKay-Shields and specializes in equity securities.  Previously, Mr.
         Simon was a senior equity research analyst and portfolio manager at
         National Securities and Research Corporation (from 1991-1992) and
         Neuberger & Berman (from 1987-1991).

2.       Effective January 1, 1996, the Administrator voluntarily agreed to
         reduce its fees payable by the Equity Index Fund to the extent that
         Fund's total expenses (including Rule 12b-1 fees) for any fiscal year
         exceed .80% of the value of the Fund's average annual net assets.  See
         Note + to the chart on the Administrator's fees on page 63.

3.       In the section titled "Deferred Sales Charge Class B Shares -
         Contingent Deferred Sales Charge, Class B" on page 68, the following
         subsection is added at the end of the listing of redemptions for which
         the contingent deferred sales charge will be waived:

         and (xviii) redemptions by shareholders of shares purchased with the
         proceeds of a settlement payment made in connection with the
         liquidation and dissolution of a limited partnership sponsored by New
         York Life or one of its affiliates.

4.       In the description of the High Yield Corporate Bond Fund under the
         heading "The Fund invests in..." on page 30, the first item under
         "Under normal market conditions..." is hereby deleted and replaced with
         the following:

         ...at least 65% of total assets in corporate debt securities: all types
         of foreign and domestic debt securities ordinarily in the lower rating
         categories of Moody's (Baa to B) and S&P (BBB to B).  Securities rated
         Baa or BBB or lower are considered speculative and tend to offer yields
         above those that are rated higher.

5.       In the description of the International Equity Fund and International
         Bond Fund under the heading "Who's Managing your Money?" on pages 25
         and 31, respectively, Mr. Perelstein's biography is hereby deleted and
         replaced with the following on page 31:

         Mr. Portera is a Director of MacKay-Shields specializing in
         international bonds.  He returned to MacKay-Shields in December 1996
         after working at Fiduciary Trust Company International as a portfolio
         manager in international bonds.  Mr. Portera joined MacKay-Shields in
         1991 and was portfolio manager of the International Bond Fund from its
         inception in September 1994 to August 1995.  Previously, Mr. Portera
         was a portfolio manager specializing in international debt securities
         at ABN-AMRO Bank, N.V. (from 1988-1991).

         Shigemi Takagi remains a portfolio manager of the International Equity
         Fund.  His biography appears on page 25.

6.       In the description of the Government Fund under the heading "The Fund
         invests in..." on page 29, the following should be inserted after the
         third bullet point:

         ...up to 35% of total assets in mortgage-backed and asset-backed
         securities that are not U.S. government securities.

7.       In the description of the Convertible Fund under the heading, "Who's
         Managing your Money?" on page 26, the biographical information is
         hereby deleted and replaced with the following:

         Denis LaPlaige, Neil Feinberg and Thomas Wynn of MacKay-Shields
         Financial Corporation.

         Mr. LaPlaige is President, Managing Director and Chief Investment
         Officer of MacKay-Shields.  He joined the firm in 1982, became a 
         Director in 1988, Managing Director in 1991, a member of the Board of
         Directors in 1993 and Chief Investment Officer in 1996.  He has managed
         this Fund since 1991 and is also a manager of the Value Fund and the
         High Yield Corporate Bond Fund.  Mr. Feinberg is a Director of
         MacKay-Shields and has been a portfolio manager for the Convertible
         Fund since he joined the firm in 1992.  For the previous three years,
         he was an analyst for National Securities and Research Corporation; and
         for the prior four years he worked as a CPA/auditor for Peat Marwick
         Main & Company.  Mr. Wynn has been a portfolio manager for the
         Convertible Fund since 1997 and joined the firm in 1995 as a research
         analyst.  He was previously a portfolio manager at Fiduciary Trust for
         nine years and has over twelve years experience in investment
         management and research.

8.       In the section titled "Exchange Privileges" on page 69, the list of
         Class A and Class B shares of a Fund which may be exchanged for shares
         of an identical Class of The MainStay Funds is hereby deleted and
         replaced with the following:

         MainStay California Tax Free Fund
         MainStay Capital Appreciation Fund
         MainStay Convertible Fund
         MainStay Government Fund
         MainStay High Yield Corporate Bond Fund
         MainStay International Bond Fund
         MainStay International Equity Fund
         MainStay Money Market Fund
         MainStay New York Tax Free Fund
         MainStay Strategic Income Fund
         MainStay Tax Free Bond Fund
         MainStay Total Return Fund
         MainStay Value Fund




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