SPECTRA FUND INC
497, 1998-12-21
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                                 SPECTRA FUND


           SUPPLEMENT DATED DECEMBER 21, 1998 TO THE PROSPECTUS DATED
                FEBRUARY 27, 1998 AS SUPPLEMENTED ON MAY 18, 1998

The  following  supplements,  and  should  be  read  in  conjunction  with,  the
Prospectus of the Fund:

     The address of the Fund and Fred Alger Management, Inc. (see front and back
cover pages) has been changed from 75 Maiden Lane, New York, NY 10038 to:

One World Trade Center
Suite 9333
New York, NY 10048

Effective immediately, the Fund will no longer issue certificates,  representing
shares of the Fund.  All  newly-issued  shares will be held in  book-entry  form
only.

The section titled  "Diversification"  on page 3 of the prospectus is amended to
read as follows:

"The  Fund  is  classified  as a  "diversified"  investment  company  under  the
Investment Company Act of 1940. A "diversified"  investment company is required,
with  respect to 75% of its total  assets,  to limit its  investment  in any one
issuer  (other than the U.S.  Government)  to no more than 5% of the  investment
company's total assets.  The Fund intends to continue to qualify as a "regulated
investment company" under the Internal Revenue Code; one of the requirements for
such  qualification  is a  quarterly  diversification  test,  applicable  to 50%
(rather  than 75%) of the  Fund's  assets,  similar  to the  requirement  stated
above."


<PAGE>


                                  SPECTRA FUND

                    Supplement dated December 21, 1998 to the
           Statement of Additional Information dated February 27, 1998

The following supplements, and should be read in conjunction with, the Statement
of Additional Information of the Fund:

     The address of the Fund, Fred Alger  Management,  Inc. and its officers and
employees has been changed from 75 Maiden Lane, New York, NY 10038 to:

One World Trade Center
Suite 9333
New York, NY 10048

This  change  appears  on the front  cover  page,  in the last  sentence  of the
paragraph  titled  "Trustees and Officers of the Fund" on page 9 and on the back
cover page.


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