VAN KAMPEN GROWTH AND INCOME FUND
                    SUPPLEMENT DATED OCTOBER 26, 2001 TO THE
               CLASS A SHARES, CLASS B SHARES AND CLASS C SHARES
                        PROSPECTUS DATED MARCH 30, 2001,
                       SUPERSEDING ALL PRIOR SUPPLEMENTS

     The Prospectus is hereby supplemented as follows:

     (1) The second paragraph under the heading "PURCHASE OF SHARES -- GENERAL"
is hereby deleted in its entirety.

     (2) The last paragraph under the heading "PURCHASE OF SHARES -- GENERAL" is
hereby deleted in its entirety and replaced with the following paragraph:

          There is no minimum investment amount when establishing an account
     with the Fund. However, the Fund may redeem any shareholder account (other
     than retirement accounts and accounts established through a broker for
     which the transfer agent does not have discretion to initiate transactions)
     that has been open for one year or more and has a balance of less than
     $1,000. Shareholders will receive written notice at least 60 days in
     advance of any involuntary redemption and will be given the opportunity to
     purchase at net asset value without sales charge the number of additional
     shares needed to bring the account value to $1,000. There will be no
     involuntary redemption if the value of the account is less than $1,000 due
     to market depreciation.

     (3) Under the heading "PURCHASE OF SHARES -- CLASS B SHARES" the last
sentence of the first paragraph after the CLASS B SHARES SALES CHARGE SCHEDULE
is hereby deleted in its entirety and replaced with the following:

          The Fund will generally not accept a purchase order for Class B Shares
     in the amount of $100,000 or more.

     (4) Under the heading "PURCHASE OF SHARES -- CLASS C SHARES" the last
sentence of the second paragraph is hereby deleted in its entirety and replaced
with the following:

          The Fund will not accept a purchase order for Class C Shares in the
     amount of $1 million or more.

     (5) The first sentence of the first paragraph under the heading "PURCHASE
OF SHARES -- OTHER PURCHASE PROGRAMS -- UNIT INVESTMENT


TRUST REINVESTMENT PROGRAM" is hereby deleted in its entirety and replaced with
the following:

          The Fund permits unitholders of unit investment trusts to reinvest
     distributions from such trusts in Class A Shares of the Fund at net asset
     value without sales charge if the administrator of an investor's unit
     investment trust program meets certain uniform criteria relating to cost
     savings by the Fund and the Distributor.

     (6) The second sentence of the last paragraph under the heading "PURCHASE
OF SHARES -- OTHER PURCHASE PROGRAMS -- UNIT INVESTMENT TRUST REINVESTMENT
PROGRAM" is hereby deleted in its entirety.

     (7) The following paragraph is added after the first paragraph under the
heading "SHAREHOLDER SERVICES -- EXCHANGE PRIVILEGE":

          To be eligible for exchange, shares of the Fund must have been
     registered in the shareholder's name for at least 30 days prior to an
     exchange. Shares of the Fund registered in a shareholder's name for less
     than 30 days may only be exchanged upon receipt of prior approval of the
     Adviser. It is the policy of the Adviser, under normal circumstances, not
     to approve such requests.

     (8) The sixth paragraph under the heading "SHAREHOLDER SERVICES -- EXCHANGE
PRIVILEGE" is hereby deleted in its entirety and replaced with the following:

          The Fund reserves the right to reject any order to purchase its shares
     through exchange or otherwise. Certain patterns of past exchanges and/or
     purchase or sale transactions involving the Fund or other Participating
     Funds may result in the Fund limiting or prohibiting, in the Fund's
     discretion, additional purchases and/or exchanges. Determinations in this
     regard may be made based on the frequency or dollar amount of the previous
     exchanges or purchases or sale transactions. Generally, all shareholders
     are limited to a maximum of eight exchanges per fund during a rolling
     365-day period. Exchange privileges will be suspended on a particular fund
     if more than eight exchanges out of that fund are made by a shareholder
     during a rolling 365-day period. If exchange privileges are suspended,
     subsequent exchange requests during the stated period will not be
     processed. Exchange privileges will be restored when the account history
     shows fewer than eight exchanges in the rolling 365-day period. This eight
     exchange policy does not apply to money market funds, systematic exchange
     plans or employer-sponsored retirement plans. The fund may modify, restrict
     or terminate the exchange privilege at any time.


     Shareholders will receive 60 days' notice of any termination or material
     amendment.

     (9) Richard A. Ciccarone is no longer an officer of the Fund. The
information on the inside back cover of the Prospectus under the heading "BOARD
OF TRUSTEES AND OFFICERS" is hereby amended by deleting the OFFICERS section in
its entirety and revising the heading to "BOARD OF TRUSTEES".

                  RETAIN THIS SUPPLEMENT FOR FUTURE REFERENCE


                                                                    GI SPT 10/01
                                                                      21 121 221
                                                                        65139-01