EXPLORER INSTITUTIONAL TRUST
497, 1997-02-12
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                          VAN KAMPEN AMERICAN CAPITAL
                          EXPLORER INSTITUTIONAL TRUST
  SUPPLEMENT DATED FEBRUARY 11, 1997, TO THE PROSPECTUS DATED APRIL 22, 1996,
        AS PREVIOUSLY SUPPLEMENTED ON JULY 16, 1996 AND NOVEMBER 1, 1996
 
    The Fund's investment adviser, Van Kampen American Capital Management, Inc.,
is an indirect subsidiary of Morgan Stanley Group Inc. On February 5, 1997,
Morgan Stanley Group Inc. and Dean Witter, Discover & Co. announced that they
had entered into an Agreement and Plan of Merger to form Morgan Stanley, Dean
Witter, Discover & Co. Subject to certain conditions being met, it is currently
anticipated that the transaction will close in mid-1997. Thereafter, Van Kampen
American Capital Management, Inc. will be an indirect subsidiary of Morgan
Stanley, Dean Witter, Discover & Co.
 
    Dean Witter, Discover & Co. is a financial services company with three major
businesses: full service brokerage, credit services and asset management of more
than $100 billion in customer accounts.


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