MINERVA FUND INC
497, 1995-11-07
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<PAGE>   1
                              MINERVA FUND, INC.
                                      
                     SUPPLEMENT DATED NOVEMBER 2, 1995 TO
                      PROSPECTUS DATED JANUARY 30, 1995

This supplement to the Prospectus dated January 30, 1995, provides new and
additional information beyond that contained in the Prospectus and should be
read in conjunction with such Prospectus. Unless otherwise indicated in this
supplement, defined terms have the same meaning as in the Prospectus.

INVESTMENT MANAGEMENT:

Miller Anderson & Sherrerd, LLP ("MA&S"), has entered into an agreement to be
acquired by Morgan Stanley Group Inc.  In connection with that transaction, the
40% of the outstanding capital stock of LTCB-MAS Investment Management, Inc.
("LTCB-MAS") currently held by MA&S will also be acquired by one or more
affiliates of Morgan Stanley Group Inc.  Each of LTCB-MAS and MA&S will retain
its name and remain at its current location.  Consummation of the transaction
with Morgan Stanley Group Inc. will cause a termination of the current
investment management agreement between the Fund and LTCB-MAS and the current
investment services agreement between LTCB-MAS and MA&S.  At a special meeting
held on September 29, 1995, the Fund's shareholders voted to approve a new
investment management agreement with LTCB-MAS and a new investment services
agreement between LTCB-MAS and MA&S, which agreements will take effect upon the
consummation of the transaction.

              PLEASE RETAIN THIS SUPPLEMENT FOR FUTURE REFERENCE












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