BULL
&
 BEAR
 PERFORMANCE DRIVEN

                              PROSPECTUS SUPPLEMENT
                            DATED SEPTEMBER 10, 1998

                                   BULL & BEAR
                             U.S. AND OVERSEAS FUND
            Prospectus dated May 1, 1998

On September 9, 1998, the Board of Directors  approved a proposal to convert the
Fund from open end to closed end  status.  As a closed end fund,  it is expected
that the Fund's shares would be listed on the American  Stock Exchange or traded
on Nasdaq  and they  would no longer be  redeemable  at net asset  value.  Proxy
materials providing detailed information  concerning the proposal will be mailed
to shareholders of record and available to investors in October 1998.




USO-SUP-9/98



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