STRONG VALUE FUND
Supplement to Prospectus dated December 29, 1995
As of January 3, 1996, the Strong Value Fund's shares may not be offered or
sold to residents of Kentucky, Louisiana, Missouri, Nebraska, Nevada, New York,
Ohio, Oklahoma, Oregon, Pennsylvania, Rhode Island, Texas, Utah, and Guam.
The prospectus and application for the Fund do not constitute offers to sell
shares of the Fund in these jurisdictions. The Fund is in the process of
registering its shares for sale in these jurisdictions. For more current
information on the availability of the Fund's shares, please call
1-800-368-3863.
The date of this Prospectus Supplement is January 3, 1996.
