May 30, 1996


Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549

          Re:  SoGen International Fund, Inc.
               (File Nos. 2-34329;  811-1922)


Dear Sir or Madam:

          On behalf of SoGen International Fund, Inc. (the
"Fund"), attached for filing in electronic format pursuant to
Rule 497(e) under the Securities Act of 1933 is a supplement to
the Fund's Prospectus and a supplement to the Fund's Statement of
Additional Information.

          No fees are required in connection with this filing.

          Please acknowledge receipt of these attachments.  If
you have any questions or comments, please contact the
undersigned at (212)278-5853.

                                   Very truly yours,
                                   /s/  PHILIP J. BAFUNDO

                                   Philip J. Bafundo
                                   Vice President



Enclosure
                 SOGEN INTERNATIONAL FUND, INC.

                    Supplement to Prospectus


     The Fund's prospectus, dated July 31, 1995, has been amended
by adding the following new section at the end of page seven:

Investment in Other Investment Companies

     The Fund may invest up to 10% of its total assets in other
investment companies, provided that no more than 5% of the Fund's
total assets may be invested in a single investment company and
the Fund may not acquire more than 3% of the outstanding voting
securities of a single investment company.

     Investment in another investment company may involve
the payment of a premium above the value of the issuer's
portfolio securities, and is subject to market availability.  In
the case of a purchase of shares of such a company in a public
offering, the purchase price may include an underwriting spread.
The Fund does not intend to invest in such an investment company
unless, in the judgment of SOGEN A.M. Corp., the potential
benefits of such investment justify the payment of any applicable
premium or sales charge.  As a shareholder in another investment
company, the Fund would bear its ratable share of that investment
company's expenses, including its advisory and administration
fees.  At the same time, the Fund would continue to pay its own
management fees and other expenses.



May 30, 1996
                 SOGEN INTERNATIONAL FUND, INC.

       Supplement to Statement of Additional Information

     The Fund's statement of additional information, dated July
31, 1995, has been amended as follows:

1)  the Fundamental Restrictions section beginning on page 5 is
revised as follows:

     a)   paragraph 6 regarding investment in other investment
     companies is eliminated.

     b)   paragraph 7 is amended and restated as new paragraph 6
     to read as follows:

     6.   It may not make loans, but this restriction shall not
     prevent the Fund from
     (a) buying a part of an issue of bonds, debentures, or other
     obligations that are publicly distributed, or from investing
     up to an aggregate of 15% of its total assets (taken at
     market value at the time of each purchase) in parts of
     issues of bonds, debentures or other obligations of a type
     privately placed with financial institutions or (b) lending
     portfolio securities, provided that the Fund may not lend
     securities if, as a result, the aggregate value of all
     securities loaned would exceed 33% of its total assets
     (taken at market value at the time of such loan).*

      * The Fund has no present intention of lending portfolio
securities.

2)  adding the following paragraph to the end of the Restricted
Securities section on page 5:

           Notwithstanding the above, the Fund may purchase
     securities that have been privately placed but that are
     eligible for purchase and sale under Rule 144A under the
     1933 Act.  That rule permits certain qualified institutional
     buyers, such as the Fund, to trade in privately placed
     securities that have not been registered for sale under the
     1933 Act.  SOGEN A.M. Corp., under the supervision of the
     Board of Directors of the Fund, will consider whether
     securities purchased under Rule 144A are illiquid and thus
     subject to the Fund's restriction on investing in illiquid
     securities.  A determination as to whether a Rule 144A
     security is liquid or not is a question of fact.  In making
     this determination, SOGEN A.M. Corp. will consider the
     trading markets for the specific security, taking into
     account the unregistered nature of a Rule 144A security.  In
     addition, SOGEN A.M. Corp. could consider (1) the frequency
     of trades and quotes, (2) the number of dealers and
     potential purchasers, (3) the dealer undertakings to make a
     market, and (4) the nature of the security and of market
     place trades (e.g., the time needed to dispose of the
     security, the method of soliciting offers and the mechanics
     of transfer).  The liquidity of Rule 144A securities would
     be monitored and if, as a result of changed conditions, it
     is determined that a Rule 144A security is no longer liquid,
     the Fund's holdings of illiquid securities would be reviewed
     to determine what steps, if any, are required to assure that
     the Fund does not invest more than the maximum percentage of
     its assets in illiquid securities.  Investing in Rule 144A
     securities could have the effect of increasing the amount of
     the Fund's assets invested in illiquid securities if
     qualified institutional buyers are unwilling to purchase
     such securities.


May 30, 1996