LEGENDS FUND INC
497, 1999-01-07
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                           SUPPLEMENT DATED JANUARY 7, 1999
                TO PROSPECTUS AND STATEMENT OF ADDITIONAL INFORMATION
                                DATED NOVEMBER 1, 1998
                                THE LEGENDS FUND, INC.


The Prospectus and Statement of Additional Information are hereby amended as
follows:

     Zweig/Glaser Advisers, the sub-adviser to the Zweig Asset Allocation and
the Zweig Equity (Small Cap) Portfolios, has entered into an agreement pursuant
to which it will become a wholly owned subsidiary of Phoenix Investment
Partners, Ltd. (Phoenix), a 60 percent owned subsidiary of Phoenix Home Life
Mutual Insurance Company.

     Phoenix is a large, diversified financial services organization that
provides a variety of investment products and services to investors throughout
the United States and abroad, including management, administrative and
distribution services to more than 40 mutual funds.  Phoenix is headquartered in
Hartford, Connecticut, and its common stock is listed on the New York stock
exchange.

     The change in control of Zweig/Glaser Advisers will result in the automatic
termination of the sub-advisory agreements relating to the Portfolios. 
Shareholders will receive further information, including a proxy statement, with
respect to sub-advisory arrangements for the Portfolios following the closing. 
It is anticipated that the closing will occur during the first quarter of 1999.

















THIS SUPPLEMENT MODIFIES THE PROSPECTUS AND STATEMENT OF ADDITIONAL INFORMATION
AND SHOULD BE READ AND RETAINED.


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