RETIREMENT SYSTEM FUND INC
497, 1996-08-20
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                           RETIREMENT SYSTEM FUND INC.

                        Supplement dated August 15, 1996
                                       to
                        Prospectus dated January 28, 1996

The second  sentence of the third  paragraph on page 7 is  restated,  to read as
follows:  "The minimum initial  investment is $2,500 and the minimum  subsequent
investment in the Fund is $250".

The second paragraph on page 15, entitled Portfolio Manager is restated, to read
as follows:

     "The  Intermediate  Term  Fixed-Income  Fund is co-managed by Herbert Kuhl,
Jr., Vice President,  and Deborah A. Modzelewski,  Vice President, of Retirement
System  Investors  Inc.  ("Investors"),  who each play an important  role in the
Investment  Fund's  management  process.  They work closely  together to develop
investment strategies and select securities for the Investment Fund's portfolio.
Mr. Kuhl,  Jr. has been  co-manager  of the  Investment  Fund since its May 1991
inception,  except during a period of retirement between November 1995 and March
1996. Ms.  Modzelewski has been a co-manager  since November 1995. Mr. Kuhl, Jr.
joined Retirement System for Savings Institutions  (predecessor to Investors) in
April,  1986,  with over 20 years of experience in managing  credit research and
fixed-income investments. Prior thereto, he was an investment officer at Savings
Bank Trust Company, with responsibility for managing various banks' fixed-income
investments.  He is a graduate  of Rhode  Island  University  with a Bachelor of
Science degree in Industrial Engineering and received a Master of Science degree
in Finance from  Columbia  University.  Mr. Kuhl,  Jr. is a Chartered  Financial
Analyst.  Ms. Modzelewski joined Retirement System in September 1984 and she has
been  responsible  for money  market  investments  and cash  management  for all
investment  funds  managed by Investors and has handled the day to day portfolio
management of the Fund's Money Market Fund and RSI Retirement Trust's Short-Term
Investment  Fund. A graduate of New York  University,  Ms.  Modzelewski  holds a
Bachelor  of Science  degree in Finance  and  International  Business.  She also
received a Master of Business  Administration  degree in Finance from St. John's
University."



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