STRONG CONSERVATIVE EQUITY FUNDS INC
497, 1996-06-17
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    Please file this Prospectus Supplement with your records.
                                
                                
                  STRONG ASSET ALLOCATION FUND
                    STRONG EQUITY INCOME FUND
                 STRONG AMERICAN UTILITIES FUND
                    STRONG TOTAL RETURN FUND
                  STRONG GROWTH AND INCOME FUND
                                
          Supplement to Prospectus dated March 1, 1996
                                
                                
REVISION OF ASSET ALLOCATION BENCHMARKS AND RANGES

Effective July 1, 1996, the Fund will revise its asset allocation
benchmarks and ranges as follows:

                                Percentage of Net Assets
                    --------------------------------------------------

                        Benchmark                        Range
                    --------------------------------------------------

Category            Old         New                 Old        New
- ---------------------------------------------------------------------- 

Equities            40%         60%                 10-60%     30-70%

Bonds               40%         35%                 20-60%     20-70%

Cash                20%          5%                  0-70%      0-50%


FINANCIAL HIGHLIGHTS
(For each share of the Fund outstanding throughout the period.)

     The following Financial Highlights for the Funds are based
upon the unaudited period from December 29, 1995 (inception)
through April 30, 1996.

                                            Strong Equity      Strong Growth
                                            Income Fund*      and Income Fund*
                                            -------------    -----------------
Net Asset Value, Beginning of Period             $10.00           $10.00
Income from Investment Operations
- ---------------------------------
  Net Investment Income                            0.03             0.02
  Net Realized and Unrealized Gains
   on Investments                                  1.17             1.41
                                                 -------          -------

Total from Investment Operations                   1.20             1.43
Less Distributions                                
- ------------------
  From Net Investment Income                      (0.02)           (0.03)
                                                 -------          -------
Total Distributions                               (0.02)           (0.03)
                                                 -------          -------
Net Asset Value, End of Period                   $11.18           $11.40
                                                 =======          =======
                                                       
  Total Return                                    +12.0%           +14.3%
  Net Assets, End of Period (In Thousands)      $17,312           $4,902
Ratio of Expenses to Average Net Assets             1.5%**           1.9%**
Ratio of Net Investment to Average Net Assets       1.6%**           0.9%**
Portfolio Turnover Rate                            68.6%            76.5%
Average Commission Rate Paid                    $0.0644          $0.0654

*   For the period from December 29, 1995 (inception) to April 30, 1996.  
    Total return and portfolio turnover are not annualized.

**  Calculated on an annualized basis.
                                


          The date of this Prospectus Supplement is June 17, 1996.
                                
                                




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