COMSTOCK PARTNERS STRATEGY FUND INC
497, 1996-02-08
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                                                   Rule 497(e)
                                                   File Nos.
                                                   33-40771 and
                                                   811-5502



                                              February 8, 1996


                         COMSTOCK PARTNERS STRATEGY FUND

                            Supplement to Prospectus
                              Dated August 1, 1995


          The following information supplements or replaces the relevant
information contained on the cover page to the Fund's Prospectus and the
sections entitled "Prospectus Summary", "The Fund", "Investment Objectives and
Policy", "Purchase of Fund Shares" and "Organization and Capital Stock":


          Comstock Partners Strategy Fund, Inc. has adopted a "series fund"
structure. A series fund is an open-end investment company that has the
ability to issue different series of shares representing interests in separate
mutual fund portfolios.  In that connection, the corporate entity Comstock
Partners Strategy Fund, Inc. has been renamed Comstock Partners Funds, Inc.
(the "Company"), with the existing Comstock Partners Strategy Fund portfolio
(the "Fund") becoming a separate portfolio of the Company that will continue
to be known as Comstock Partners Strategy Fund.  The Board of Directors of the
Company has approved the establishment of a second portfolio to be named
Comstock Partners Capital Value Fund and may, in the future, establish
additional investment portfolios of the Company.

          The authorized capital stock of the Company consists of 1,000,000,000
shares, par value $.001 per share.  The Fund is authorized to issue 150,000,000
Class A shares, 150,000,000 Class O shares and 200,000,000 Class C shares.

          All shares of the Company have equal voting rights and will be voted
in the aggregate, and not by series or class, except where voting by series or
class is required by law or where the matter involved affects only one series
or class (for example, matters pertaining to the service and distribution plan
for Class A shares of the Fund shall be voted on only by holders of Class A
shares of the Fund).  

          References to the "Fund" in the Fund's Prospectus shall be deemed to
refer either to the Fund or the Company, as the context requires.
<PAGE>
                                              Rule 497(e)
                                              File Nos.
                                              33-40771 and
                                              811-5502


                                              February 8, 1996

                         COMSTOCK PARTNERS STRATEGY FUND


                Supplement to Statement of Additional Information
                              Dated August 1, 1996


          The following information supplements or replaces the relevant
information contained on the cover page to the Fund's Statement of Additional
Information and the sections entitled "Management Arrangements", "Service and
Distribution Plans", "Capital Stock", and "Other Information":


          Comstock Partners Strategy Fund, Inc. has adopted a "series fund"
structure. A series fund is an open-end investment company that has the ability
to issue different series of shares representing interests in separate mutual
fund portfolios.  In that connection, the corporate entity Comstock Partners
Strategy Fund, Inc. has been renamed Comstock Partners Funds, Inc. (the
"Company"), with the existing Comstock Partners Strategy Fund portfolio (the
"Fund") becoming a separate portfolio of the Company that will continue to be
known as Comstock Partners Strategy Fund.  The Board of Directors of the
Company has approved the establishment of a second portfolio to be named
Comstock Partners Capital Value Fund and may, in the future, establish
additional investment portfolios of the Company.

          All shares of the Company have equal voting rights and will be voted
in the aggregate, and not by series or class, except where voting by series or
class is required by law or where the matter involved affects only one series
or class (for example, matters pertaining to the service and distribution plan
for Class A shares of the Fund shall be voted on only by holders of Class A
shares of the Fund).  

          References to the "Fund" in the Fund's Statement of Additional
Information shall be deemed to refer either to the Fund or the Company, as the
context requires.




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