PIONEER II
497, 1998-10-14
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                                                                October 14, 1998



                                   PIONEER II
                 Supplement to Prospectus dated January 28, 1998


The following  supplements the corresponding  section of the Prospectus.  Please
consult the Prospectus for the full text of the supplemented section.

MANAGEMENT OF THE FUND

         Ms.  Theresa  A.  Hamacher,  chief  investment  officer  of  Pioneering
Management   Corporation   ("PMC")   since   September  1,  1998,   has  general
responsibility for PMC's investment operations.  Ms. Hamacher joined PMC in 1997
and has been an  investment  professional  since 1984.  Mr. David  Tripple,  who
formerly served as chief investment  officer,  continues as president of PMC and
executive vice president of all the Pioneer mutual funds.

         Day-to-day  management of the Fund is the  responsibility of Richard E.
Dahlberg,  vice  president  of the Fund and senior vice  president  of PMC.  Mr.
Dahlberg  joined PMC in September  1998 and has been an investment  professional
since 1960. Prior to joining PMC, Mr. Dahlberg was a managing  director and head
of U.S. equity  investments for Salomon  Brothers Asset  Management from 1995 to
1998 and a portfolio manager for Massachusetts  Financial  Services Company from
1973 to 1995.

         Day-to-day  management of the non-U.S.  investments  of the Fund is the
responsibility of a team of international  managers and analysts, led by Patrick
M. Smith.  Mr.  Smith is a vice  president of PMC. He joined PMC in 1992 and has
been an investment professional since 1986.

         Mr.  Dahlberg is assisted by a team of managers and analysts which does
research  for  and  oversees  the  management  of  several  funds  with  similar
investment  objectives.  Members of the team meet regularly to discuss holdings,
prospective investments and portfolio composition.

HOW TO BUY FUND SHARES

Class B Shares

This sentence replaces the second sentence of the second paragraph:

For the purpose of determining the number of years from the time of any purchase
after  September 1, 1998,  all payments  during a month will be  aggregated  and
deemed to have been made on the first  day of that  month.  For the  purpose  of
determining  the  number of years  from the time of any  purchase  made prior to
October 1, 1998, all payments  during a calendar  quarter will be aggregated and
deemed to have been made on the first day of that quarter.

This sentence replaces the first sentence of the fifth paragraph:

         Class B shares will  automatically  convert  into Class A shares at the
beginning  of the month (or the  calendar  quarter for  purchases  made prior to
October 1, 1998) that is eight years after the  purchase  date,  except as noted
below.

Class C Shares

This sentence replaces the first sentence of the second paragraph:

         For the purpose of determining the number of years from the time of any
purchase  after  September  30,  1998,  all  payments  during  a  month  will be
aggregated and deemed to have been made on the first day of that month.  For the
purpose of  determining  the number of years from the time of any purchase  made
prior to  October 1,  1998,  all  payments  during a  calendar  quarter  will be
aggregated and deemed to have been made on the first day of that quarter.



1098-5771
Pioneer Funds Distributor, Inc.


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