PIPER FUNDS INC
497, 1996-06-07
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                                PIPER FUNDS INC.

                       GROWTH FUND, EMERGING GROWTH FUND,
           GROWTH AND INCOME FUND, EQUITY STRATEGY FUND, BALANCED FUND
                        SUPPLEMENT DATED JUNE 5, 1996 TO
                       PROSPECTUS DATED NOVEMBER 27, 1995

The Prospectus is amended as follows:

           (1) John K. Schonberg has replaced Michael S. Wallace as a portfolio
manager of Growth and Income Fund, effective May 31, 1996. Mr. Schonberg shares
primary responsibility for the day-to-day management of Growth and Income Fund
with Paul A. Dow, who has acted as a portfolio manager of the Fund since its
inception. Mr. Schonberg is also a portfolio manager for Balanced Fund. His
experience is discussed under "Portfolio Management" on page 27 of the
Prospectus.

           (2) American Government Term Trust Inc. ("AGT"), a closed-end fund
which was managed by the Adviser, recently dissolved and distributed its net
assets to shareholders. Former AGT shareholders may invest the distributions
received by them in connection with such dissolution in shares of any of the
Funds without payment of a sales charge. (Any such sales are subject to the
eligibility of Fund share purchases in the shareholder's state as well as the
minimum investment requirements and other applicable terms set forth in the
Prospectus.) 

                                                                  XGF/XTR -- 05D



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