OVERLAND EXPRESS FUNDS INC
497, 1996-06-13
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                             OVERLAND EXPRESS FUNDS, INC.
                                Strategic Growth Fund

                            Supplement dated June 12, 1996
                        to Prospectus dated February 20, 1996


         The  following  sentence  should be deleted  from the end of the ninth
full paragraph  under the  Prospectus  section  "Purchase of Shares -- Reduced
Sales Charge -- Class A Shares":

         In  addition,  Class A Shares may be  purchased  at net asset  value by
         pension,  profit  sharing or other employee  benefit plans  established
         under Section 401 of the Code.






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