PAYDEN & RYGEL INVESTMENT GROUP
497, 1997-08-22
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               Supplement to Prospectus dated June 27, 1997




                   PAYDEN & RYGEL GROWTH & INCOME FUND


As a result of changes in the tax laws, the holding period for common
stocks in the Payden & Rygel Growth & Income Fund, discussed on pages 21
and 22 of the Prospectus, has been changed from one year to eighteen
months.



                             August 22, 1997



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