The following is the text of a Supplement to the Offering Memorandum of

Zweig-DiMenna International Limited:

"ZWEIG-DiMENNA INTERNATIONAL LIMITED

SUPPLEMENT TO OFFERING MEMORANDUM

The following replaces the information set forth in the "Description of

Shares" section at pages 21-22 of the Offering Memorandum dated January

3, 2000 of Zweig-DiMenna International Limited (the "Company").

DESCRIPTION OF SHARES

The Company is authorized to issue up to 500,000 Class A Shares with a

par value of U.S. $.01 each and 15,000 Class B Shares with a par value of

U.S. $.01 each. The Company has an authorized share capital of U.S.

$5,150. Although the Company has the right to authorize and issue

additional classes of stock by amending its Memorandum of Association,

the Board of Directors has no present intention of authorizing or issuing

additional classes. Class B Shares are issued only to a person if that

person's aggregate share ownership would otherwise be in excess of 5% of

the Company's outstanding Shares and if that person is prohibited from

participating in, or does not provide reasonable assurance to the Company

and the Investment Manager that it is able to participate in, U.S. "hot

issue securities" under the rules of the U.S. National Association of

Securities Dealers, Inc. (NASD).

The Shares will be issued in registered form; the Company will not issue

bearer Shares. Physical stock certificates representing Shares will not

be issued. The Company's administrator, registrar and transfer agent,

Dominion Management Services Limited, maintains a current list of the

registered names and addresses of the Company's shareholders. Each

Share, when issued, will be fully paid and non-assessable.

Holders of Shares are entitled to one vote per Share and will participate

on a pro rata basis in the assets of the Company on liquidation and in

dividends and other distributions as declared.

Dated: December 14, 2000"