CENTURY SHARES TRUST, 497, 1996-05-09

CENTURY SHARES TRUST
497, 1996-05-09

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<PAGE>

Century Shares Trust

One Liberty Square
Boston, Massachusetts 02109
800-321-1928 / 617-482-3060

Organized in 1928, Century Shares Trust (the
"Trust") operates as a diversified open-end
management investment company. It is a no-load
mutual fund, which means that its shares are offered
by the Trust at net asset value without a sales
charge.

The investment objective of the Trust is long-term
growth of principal and income, obtained through
investment in a diversified portfolio of common
stocks, or securities convertible into common
stocks, of insurance companies and banks, insurance
brokers, and other companies providing services to,
or closely related to, insurance companies and
banks.

PROSPECTUS
April 30, 1996

This Prospectus sets forth information about the Trust that a prospective
investor should know before making an investment in the Trust. A Statement of
Additional Information, dated April 30, 1996, has been filed by the Trust with
the Securities and Exchange Commission and is incorporated into this
Prospectus by reference. The Statement is available free of charge upon
written request to the Trust at the above address. Shareholders are advised to
retain this Prospectus for future reference.

TABLE OF CONTENTS
Page
Highlights of the Trust ................................................... 2
Supplementary Information ................................................. 4
Investment Objective and Policies ......................................... 5
How to Invest; By Telephone; Through Brokers; By Wire ..................... 6
Shareholder Services ...................................................... 7
Tax-Sheltered Retirement Plan ............................................. 8
How to Withdraw Your Investment ........................................... 8
Dividends, Capital Gain Distributions and Tax Status ...................... 9
Management of the Trust ................................................... 10
Shares .................................................................... 11
How Net Asset Value is Determined ......................................... 12
Record of Investment Results .............................................. 12

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.

<PAGE>

HIGHLIGHTS OF THE TRUST

WHAT IS THE TRUST? Century Shares Trust (the "Trust") is a
"Massachusetts trust" organized in March, 1928,
which operates as a no-load (no sales charge),
diversified open-end management investment company.
As of April 25, 1996, the Trust had approximately
13,000 individual and institutional shareholders.

INVESTMENT OBJECTIVE & The investment objective of the Trust is long-term
POLICIES: growth of principal and income obtained through
investment in a diversified portfolio of common
stocks, or securities convertible into common
stocks, of insurance companies and banks, insurance
brokers, and other companies providing services to,
or closely related to, insurance companies and
banks. At the end of each of the last three years,
the Trust's investments were held predominantly in
shares of insurance companies. Thus, the Trust
differs from most investment companies in its
investment approach and concentration. Risk factors
facing investors in the Trust include not only the
uncertainties associated generally with investing in
stocks, but also factors arising out of
concentration in the insurance and banking
industries where performance will be affected by
general industry and economic conditions as well as
other risk factors particular to the insurance and
banking industries.

MINIMUM INVESTMENT: Initial Investment: $500; Subsequent
Investments: $25.

OFFERING PRICE: Shares of the Trust may be purchased directly from
the Trust at the net asset value without any sales
charge.

HOW TO INVEST: Complete the Application provided with this
Prospectus and send it along with your check as
follows:

By Regular Mail: Century Shares Trust
P.O. Box 8329
Boston, MA 02266-8329

By Courier or Hand: Boston Financial Data Services
Attn: Century Shares Trust
2 Heritage Drive
North Quincy, MA 02171

Feel free to call us toll-free at 800-321-1928 or
617-482-3060 if you have any questions.

WHO MANAGES THE TRUST? Century Capital Management, Inc. provides investment
advisory and management services to the Trust under
an Investment Advisory and Management Services
Agreement dated as of July 1, 1994, approved by the
Trust's Trustees and the holders of a majority of
its outstanding shares. Prior to that date the Trust
was internally managed under the direction of its
Trustees.

HOW TO WITHDRAW YOUR Shares may be redeemed at any time at net asset
INVESTMENT: value. The Trustees are authorized to reduce the
redemption price by up to one percent, but have
never done so. See Page 8.

WHAT HAS BEEN THE TRUST'S During the 10-year period ended December 31, 1995,
RECORD? the value of an investment in Century Shares Trust
rose 229.2% for shareholders who accepted capital
gain distributions and income dividends in
additional shares. The table on Page 13 provides
details for the period cited including annual
fluctuations in value. During the one, five and
ten-year periods ended on December 31, 1995, the
average annual total return on an investment in the
Trust was 35.23%, 16.68%, and 12.65%, respectively.
See Page 14.

INDIVIDUAL RETIREMENT Century Shares Trust offers investors an Individual
ACCOUNTS: Retirement Account (IRA) plan. If you would like to
receive information on this plan, check the
appropriate place in the Application, or call us.

EXPENSE TABLE: The following table sets forth certain costs and expenses
associated with an investment in the Trust.

Shareholder Transaction Expenses
- --------------------------------
Maximum Sales Load Imposed on Purchases (as a % of offering price) None
----
Maximum Sales Load Imposed on Reinvested Dividends (as a % of
offering price) None
----
Deferred Sales Load (as a % of original purchase price or
redemption proceeds, as applicable) None
----
Redemption Fees (as a % of amount redeemed, after waiver) None*
----
Exchange Fee None
----

*The Trustees are authorized to reduce the redemption price by up to one
percent, but have never done so. If the Trustees chose to apply this
redemption fee, prior notice would be given. See Page 8.

Annual Fund Operating Expenses
- ------------------------------
(as a % of average net assets)
Management Fees 0.70%
12b-1 Fees 0%
Other Expenses 0.24%
Total Fund Operating Expenses 0.94%

Example
- -------
1 year 3 years 5 years 10 years
------ ------- ------- --------
You would pay the following expenses
on a $1,000 investment, assuming (1)
5% annual return and (2) redemption at
the end of each time period: $10 $30 $52 $115

The purpose of this table is to assist an investor in understanding the
various costs and expenses that an investor in the Trust will bear directly or
indirectly. THE EXAMPLE SHOWN ABOVE SHOULD NOT BE CONSIDERED A REPRESENTATION
OF PAST OR FUTURE EXPENSES, AND ACTUAL EXPENSES MAY BE GREATER OR LESSER THAN
THOSE SHOWN.
<PAGE>

SUPPLEMENTARY INFORMATION
FINANCIAL HIGHLIGHTS
These audited financial highlights should be read in conjunction with the
financial statements and notes thereto, and the report of Deloitte & Touche
LLP, independent certified public accountants, included in the Statement of
Additional Information.

<TABLE>
<CAPTION>
Year Ended December 31,
--------------------------------------------------------------------------------------------------------
1995 1994 1993 1992 1991 1990 1989 1988 1987 1986
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net Asset Value,
beginning of year .... $21.77 $24.04 $25.68 $21.03 $16.82 $19.42 $14.62 $14.76 $18.30 $18.22
------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Income from Investment
Operations:
Net investment income $ .41 $ .44 $ .43 $ .48 $ .44 $ .52 $ .49 $ .56 $ .50 $ .50
Net realized and
unrealized gain
(loss) on
investments ........ 7.22 (1.38) (.52) 5.15 4.81 (2.03) 5.52 1.74 (1.93) 1.20
------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Total income from
investment
operations ..... $ 7.63 $ (.94) $ (.09) $ 5.63 $ 5.25 $(1.51) $ 6.01 $ 2.30 $(1.43) $ 1.70
------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Less Distributions:
From net investment
income ............. $ (.41) $ (.45) $ (.45) $ (.42) $ (.47) $ (.51) $ (.50) $ (.54) $ (.50) $ (.51)
From net realized gain
(loss) on investment
transactions ....... (.92) (.88) (1.10) (.56) (.57) (.58) (.71) (1.90) (1.61) (1.11)
In excess of net
realized gain on
investment
transactions ....... -- -- * -- -- -- -- -- -- -- --
------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Total
distributions .. $(1.33) $(1.33) $(1.55) $ (.98) $(1.04) $(1.09) $(1.21) $(2.44) $(2.11) $(1.62)
------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Net Asset Value, end of
year ................. $28.07 $21.77 $24.04 $25.68 $21.03 $16.82 $19.42 $14.62 $14.76 $18.30
====== ====== ====== ====== ====== ====== ====== ====== ====== ======
Total Return ........... 35.2% (3.9)% (0.4)% 27.0% 31.5% (7.8)% 41.6% 15.7% (8.0)% 9.6%
Ratios/Supplemental
Data:
Net assets, end of
year (000 omitted) . $267,181 $205,904 $242,781 $260,265 $157,942 $130,098 $150,461 $110,426 $109,378 $141,001
Ratio of expenses to
average net assets . 0.94% 1.01% 0.82% 0.84% 0.95% 1.03% 0.94% 0.87% 0.81% 0.77%
Ratio of net
investment income to
average net assets . 1.60% 1.93% 1.72% 1.84% 2.28% 2.82% 2.78% 3.45% 2.60% 2.57%
Portfolio Turnover Rate 5% 2% 19% 5% 0% 3% 3% 3% 2% 6%

<FN>
* Distributions in excess of net realized gain on investment transactions were $.004.
</TABLE>
<PAGE>

TRUST PERFORMANCE
The Trust may from time to time advertise its historical performance data.
Such data is based on historical performance and should not be interpreted as
a representation or guarantee of future performance.

In advertising performance data, the Trust will provide average annual total
return results for each of the one, five, and ten-year periods ending no later
than the last calendar quarter. These results would represent percentage
changes in the value of an investment in the Trust over the applicable period,
assuming reinvestment of all income dividends and capital gain distributions
and the redemption of all share holdings at the end of the period. Performance
would be calculated on an average annual compounded basis, thereby giving
effect to assumed reinvestment over the period.

The Trust might also present total return data for periods of time on a
historical aggregate, rather than average annual compounded basis. This data
would also reflect the changes in share price and reinvestment of income
dividends and capital gains distributions over the period covered, but data
covering periods greater than one year would not be restated on an annual
basis.

Further discussion of Trust performance is included in the section entitled
"Record of Investment Results" and in the Trust's Annual Report, which is
provided to shareholders and available from the Trust upon request at no
charge.

INVESTMENT OBJECTIVE AND POLICIES

The investment objective of the Trust is long-term growth of principal and
income obtained through investment in a diversified portfolio of common
stocks, or securities convertible into common stocks, of insurance companies
and banks, insurance brokers and other companies providing services to, or
closely related to, insurance companies and banks. There can be no assurance
that such objective will be realized.

Century Shares Trust concentrates and invests only in:

(1) shares of insurance companies, banks and trust companies;

(2) shares of insurance brokers and other companies engaged in providing
services to, or in a business closely related to, the insurance and
banking industries;

(3) shares of any subsidiary of a company described in (1) or (2) above;

(4) shares of a company whose principal business is the ownership and
management of a company described in (1) or (2) above; and

(5) debt instruments of domestic governmental and non-governmental issuers
of investment grade at the time of purchase.

The Trust has no restriction on the relative amount of investments which may
be made between the insurance or banking industries. At the end of each of the
last three years, however, the Trust's total investments were held
predominantly in shares of insurance companies (representing approximately 91%
to 94% of such investments (not including cash equivalents) during that
period).

The Trust purchases securities primarily for investment, rather than with a
view to trading profits, and accordingly expects to have a low rate of
portfolio turnover which avoids the trading costs associated with a high
portfolio turnover rate. For the last five years, the turnover rate has
averaged approximately 6%.

A portion of the Trust's assets is invested in shares of major companies in
the insurance and banking industries in order to participate in their basic
growth. At the same time, the Trust owns shares of many other insurance
companies -- less well-known or appreciated in the general marketplace -- that
it believes offer superior prospects, seeking with this portfolio mix to
produce above-average results over the years. The Trust is also authorized to
invest in insurance brokers and other service providers to the insurance and
banking industries.

As stated above, the Trust concentrates its investments in shares of
insurance companies and banks, with a predominance in the insurance industry.
In so doing, the Trust's investments will be affected by general market and
economic conditions as well as other risk factors particular to the insurance
and banking industries.

The Trust may invest in all types of insurance companies, including property
and casualty, life and health, multi-line and specialty insurers. The
performance of insurance investments will be subject to risk from different
factors. The earnings of insurance companies will be affected by interest
rates, pricing, claims activity, marketing competition and general economic
conditions. Particular insurance lines will also be influenced by specific
matters. Property and casualty insurer profits may be affected by certain
weather catastrophes and other disasters. Life and health insurer profits may
be affected by mortality and morbidity rates. Individual companies may be
exposed to material risks including reserve inadequacy and the inability to
collect from reinsurance carriers. Insurance companies are subject to
extensive governmental regulation, including the imposition of maximum rate
levels, which may not be adequate for some lines of business. Proposed or
potential tax law changes may also adversely affect insurance companies'
policy sales, tax obligations and profitability.

The Trust may also invest in various types of bank and trust companies. In
recent years, the Trust's relatively small position in banking institutions
has been held in commercial banks, which accept deposits, make loans and
conduct other banking activities. The investment performance of banks and
trust companies is subject to many risk factors similar to those affecting
insurance companies, including interest rate changes, marketing competition,
economic conditions, and governmental regulation. The laws generally
separating commercial and investment banking, as well as laws governing the
capitalization and regulation of the industry, are currently being studied by
governmental authorities. The services offered by banks may expand if
legislation broadening bank powers is enacted. While providing
diversification, expanded powers could expose banks to well-established
competitors, particularly as the historical distinctions between banks and
other financial institutions erode.

The Trust may borrow money only temporarily and no such borrowing may be
made which would cause the outstanding indebtedness of the Trust to exceed 10%
of its gross assets (taken at market) or of its liquidating value, whichever
is lower. Any such borrowings would be subject to the 300% asset coverage
requirement of the Investment Company Act of 1940. If any such borrowing
should be made, maintaining this coverage could entail the Trust's having to
liquidate portfolio securities when it may be disadvantageous to do so.

HOW TO INVEST

You may purchase shares of the Trust at the per share net asset value next
determined (see "How Net Asset Value is Determined") after your purchase order
is received by the Trust in good order. To establish your account with the
Trust, simply send your check -- minimum $500 initial investment -- and the
completed Application to:

By Regular Mail
Century Shares Trust
P.O. Box 8329
Boston, MA 02266-8329

By Courier or Hand
Boston Financial Data Services, Inc.
Attn: Century Shares Trust
2 Heritage Drive
North Quincy, MA 02171

Shares of the Trust may be purchased at net asset value directly from the
Trust without a sales charge, so 100% of your money goes to work for you.

Investing By Telephone. If you are already a Trust shareholder, you may make
additional investments by telephone in accordance with policies which the
Trust has established. The purchase price will be the per share net asset
value next determined following acceptance of the order. Payment for shares
purchased by phone order must be received by the Trust within seven days
following the Trust's acceptance of the order. If payment is not received
within the time required, the order is subject to cancellation.

At its discretion, the Trust may accept telephone orders from non-
shareholders or from securities dealers. The Trust reserves the right to
suspend or alter the practice of accepting telephone orders generally or in
connection with a specific transaction or to require a deposit prior to
acceptance of a phone order.

Automatic Investing. If you wish, you may purchase additional shares of the
Trust by having your bank account drafted periodically in accordance with your
instructions. For more information and required documentation regarding this
program, please contact the Trust.

Transactions Through Brokers. If you wish, you may purchase or redeem shares
of the Trust through a registered securities broker-dealer, who may charge you
a fee for this service.

Investing By Wire. If you wish to purchase shares of the Trust by wiring
federal funds, you must notify us before the funds are wired. Call 617-482-
3060 or 800-321-1928 so as to insure proper credit to your account. Funds
should be wired to:

State Street Bank and Trust Company
ABA# 011000028; DDA # 99046583
Credit Century Shares Trust
[insert Shareholder Name and Account Number]

A completed Application should be mailed to the Trust as well.

Purchases of Trust shares by certain retirement plans for which Charles
Schwab Trust Company acts as trustee may be made through a designated agent of
the Trust at the per share net asset value next determined after receipt of
the plan's order by such agent.

The Trust may also from time to time issue its shares in exchange for the
securities held in the portfolio of other investment companies, trusts or
other securities owners. Such transactions would generally involve the
issuance of Trust shares at net asset value, based upon the value of the
securities acquired.

If any order to purchase shares is cancelled due to nonpayment or the
Trust's failure to receive good funds, you will be responsible for any loss
incurred by the Trust due to the cancellation and, if you are an existing
shareholder, the Trust shall have the authority to redeem shares in your
account to reimburse the Trust for the loss incurred.

SHAREHOLDER SERVICES

Upon making an initial investment (minimum amount $500), a shareholder will
automatically have an account established on the books of the Trust. Once any
account is opened, the minimum on subsequent investments, which may be made at
any time, is $25. The shareholder will receive a confirmation from the Trust
of the initial and each subsequent transaction in the account showing the
current transaction and the current number of shares held. Shareholders should
retain confirmations for their personal and tax records; requesting duplicate
confirmations or historical transcript information may result in a fee charge.

State Street Bank and Trust Company, through its subsidiary Boston Financial
Data Services, Inc., may act as the Trust's transfer agent and dividend paying
agent. Charles Schwab Trust Company may act as a transfer agent with respect
to certain retirement plans for which it is trustee.

All shares remain on deposit with the Trust and no certificates are issued
unless specifically requested in writing. Certificates will be issued in full
shares only; fractional shares will remain on deposit. Certificates which have
been issued to a shareholder may be returned to the Trust at any time for
credit to the shareholder's account. Certificates should be sent to the Trust
at the following addresses: (a) if by mail, to Century Shares Trust, P.O. Box
8329, Boston, MA, 02266-8329, (b) if by courier or hand delivery, to Boston
Financial Data Services, Inc., Attn: Century Shares Trust, 2 Heritage Drive,
North Quincy, MA, 02171. Shares held in an account may be redeemed as
described under "How to Withdraw Your Investment."

The advantages offered to a Trust shareholder are:

1. You may make additional purchases in the manner described under "How to
Invest." The minimum for subsequent investments is $25.

2. You may select one of the following distribution options which best suits
your needs:

Share Option: Income dividends and capital gain distributions are
reinvested in additional shares.

Income Option: Income dividends are paid in cash and capital gain
distributions are reinvested in additional shares.

Cash Option: Income dividends and capital gain distributions are paid in
cash.

You should indicate your choice of option, as well as the registration
details for your account, on the Application. If no option is specified on
your Application, the Share Option will automatically be assigned. The option
in effect may be changed by written instructions to the Trust. Income
dividends and capital gain distributions reinvested in additional shares are
paid at the net asset value determined at the close of business on the ex-date
of the dividend or distribution.

The costs of services rendered to investors under their accounts are paid
for by the Trust. However, in order to cover administrative costs, investors
requesting a historical transcript of their account may be charged a fee based
upon the number of years researched. The right is reserved on 60 days' written
notice to make charges to investors to cover other administrative costs of the
accounts.

TAX-SHELTERED RETIREMENT PLAN

In addition to regular accounts, the Trust offers a tax-sheltered Individual
Retirement Account (IRA). Complete information on this plan is available upon
request. The Trust may from time to time offer additional retirement plans;
information on such plans would be provided upon request.

HOW TO WITHDRAW YOUR INVESTMENT

A shareholder has the right to redeem shares by submitting a written request
for redemption to the Trust at the following addresses: (a) if by mail, to
Century Shares Trust, P.O. Box 8329, Boston, MA, 02266-8329, (b) if by courier
or hand delivery, to Boston Financial Data Services, Inc., Attn: Century
Shares Trust, 2 Heritage Drive, North Quincy, MA, 02171. Such written request
must (i) indicate whether all or a stated portion of the shares held in the
account are to be redeemed, (ii) provide the shareholder's account number, and
(iii) be signed by each record owner of the account exactly as the shares are
registered (for example, a trustee must sign as such trustee). Except as
indicated below, the signature of each record owner submitting any redemption
request must be guaranteed by a commercial bank or trust company having a
correspondent in New York City or Boston, or a member firm of the New York,
Boston or Pacific Coast Stock Exchange or another "eligible guarantor
institution" as defined and in accordance with Rule 17Ad-15 under the
Securities Exchange Act of 1934. Notaries public are not acceptable signature
guarantors. Signature guarantees are not required, however, if the total
redemption amount is less than $10,000, as long as the redemption proceeds are
sent to the shareholder's registered address and are made payable to the
registered shareholder, and there has been no address change effected in the
prior 60-day period. If certificates were issued for the shares to be
redeemed, such certificates must also be submitted and must be duly endorsed
(by each record owner) for transfer (or be accompanied by a duly endorsed
stock power). In addition, in some cases a redemption request may require the
furnishing of additional documents. A shareholder uncertain about redemption
requirements should telephone the Trust for clarification prior to submitting
the required written redemption request. At its sole discretion, and subject
to receipt of appropriate information, the Trust may accept redemption orders
by telephone from registered securities dealers, who may charge a fee for this
service, or in the case of certain retirement plans, from a designated agent
of the Trust. Shareholders interested in telephone orders through such
registered securities dealers should contact the Trust (telephone numbers are
listed on the front page) to obtain current information regarding available
arrangements, including names of dealers. Such dealer or agent orders would be
received until the daily time of computation of the Trust's net asset value,
and would receive such value per share as a redemption price. If such dealer
orders could not be completed by telephone (for example, during periods of
unusual market or economic developments), written instructions should be sent
to the Trust.

Redemption will be made at the net asset value next computed after the Trust
receives a properly submitted redemption request with all supporting
documentation. A completed, signed Application must have been received by the
Trust before a redemption request will be accepted. The Trustees are
authorized to reduce the redemption price by an amount up to one percent, but
have never done so. If the Trustees elected to reduce the redemption price by
up to one percent, prior notice would be given, and they might implement
policies and procedures which could, for example, apply the one percent
reduction selectively on the basis of length of time of share ownership or
size of the shareholder account or redemption amount.

Payment for shares redeemed will be made not later than seven days from the
date the request for redemption is received in complete and proper form.
Payment will be made by the mailing of a check drawn on the Boston bank
account of the Trust. The Trust, in the exercise of its sole discretion,
reserves the right to make payment by an alternative method.

The Trust is permitted to deliver assets in kind (in whole or in part) in
lieu of cash for large redemptions pursuant to Rule 18f-1 under the Investment
Company Act of 1940. The Trustees are obligated to redeem shares solely in
cash up to the lesser of $250,000 or 1% of the liquidating value of the Trust,
during any 90-day period for any one shareholder, but may make redemptions in
kind above that limitation. Shareholders receiving redemptions in kind may
incur brokerage costs in converting securities received into cash.

The right to suspend redemptions -- and the deferment of payment -- is
permitted:

-- when the New York Stock Exchange is closed (other than weekend or holiday
closings) or trading on the New York Stock Exchange is restricted

-- during any emergency which makes it impractical for the Trust to dispose
of its securities or value its assets

-- during any period permitted by order of the Securities and Exchange
Commission for the protection of investors.

If the shares sought to be redeemed have recently been purchased, the
proceeds of redemption will not be sent until checks (including certified or
cashier's checks) received for the shares purchased have cleared, which period
normally will not exceed 15 days.

At the time of redemption the value of shares may be more or less than the
shareholder's cost depending upon the market value of the portfolio
securities.

Because small account balances result in relatively higher administration
costs, the Trust reserves the right to redeem shares in any account the value
of which falls below $250 following any redemption by the shareholder. The
Trust will provide at least 30 days prior written notice to shareholders
before the Trust takes such action to allow them to increase their account
balance above the minimum level. Any such redemption would result in a taxable
capital gain (or loss) to the affected shareholder.

DIVIDENDS, CAPITAL GAIN DISTRIBUTIONS
AND TAX STATUS

The Trustees are required to distribute as dividends to shareholders during
each fiscal year or within a reasonable time thereafter any net investment
income for the year adjusted for amounts included as accrued dividends in the
price of shares issued and repurchased. Such dividends are currently being
paid semi-annually in the latter part of June and December. Net investment
income will be distributed in full regardless of capital gains or losses.

It is also the Trust's policy to distribute substantially all net long-term
capital gains, if any. Both income dividends and capital gain distributions
are payable in shares of the Trust at net asset value, or at the election of
each shareholder, in cash. Approximately 60% of the net asset value of the
shares as of December 31, 1995, represented unrealized appreciation. Net long-
term gains on sales of securities when realized and distributed are taxable as
long-term capital gains to the shareholder irrespective of the period the
shareholder may have held the shares of the Trust. If the net asset value of
the shares is reduced below a shareholder's cost by distribution of gains
realized on the sale of securities, such distribution will be a return on
investment though taxable as stated above. For 1995 the Trust qualified as a
"regulated investment company" under the Internal Revenue Code (the "Code")
and intends to do so in the current year.

To avoid imposition of an excise tax under the Code, the Trust must declare
as dividends substantially all of its net investment income and net long-term
capital gains with respect to the year in which they are realized. The annual
net long-term capital gain distribution and the second semi-annual income
dividend generally will be declared in December of each year and either
distributed in that year or, if the Trust so elects, distributed during the
following January as permitted by the Code, in which event a shareholder will
be deemed for federal income tax purposes to have received the payment in the
year of the December declaration. Advice as to the amount and tax status of
each year's dividends and distributions will be mailed to shareholders
annually. Dividends and distributions are taxable to shareholders, other than
shareholders not subject to tax on their income, regardless of whether they
are received in cash or reinvested in additional shares of the Trust.

Any dividend or distribution paid will have the effect of reducing the net
asset value per share by the amount of the dividend or distribution.
Furthermore, if such dividend or distribution is paid shortly after a purchase
of shares by an investor, it is subject to income taxes although in effect it
is a return of capital.

The Trust is required under federal tax law to backup withhold 31% of
reportable payments (including income dividends, capital gain distributions
and redemptions) from accounts which have not complied with applicable IRS
regulations. Furthermore, the Trust may refuse to sell shares to any investor
who does not furnish a taxpayer identification number ("TIN"), certified under
penalties of perjury (on the accompanying Application or otherwise properly)
either before or at the time of purchase. Until the Trust receives an
investor's correct, certified TIN, the Trust at any time may redeem shares
sold to that investor.

MANAGEMENT OF THE TRUST

WILLIAM O. BAILEY, Trustee
Terra Nova (Bermuda) Holdings Ltd., Chairman and Chief Executive Officer
(Insurance Holding Company)
Address: 7 Victoria Street, Hamilton, Bermuda

JOHN E. BEARD, Trustee
Ropes & Gray, Partner (Attorneys)
Address: One International Place, Boston

WILLIAM W. DYER, JR., Trustee*
Century Capital Management, Inc., Vice President and Director (Investment
Adviser) (1992)
PFG, Inc., Director (Insurance Holding Company) (1994)
Sen-Tech International Holdings, Inc., Director (Insurance Company) (1993)

ALLAN W. FULKERSON, Chairman of the Trustees*
Century Capital Management, Inc., President and Director (Investment
Adviser) (1992)
Lumber Mutual Insurance Co., Director and Chairman of the Executive
Committee
Massachusetts Fiduciary Advisors, Inc., President and Director (Investment
Adviser)
Mutual Risk Management Ltd., Director (Insurance Services)

ERNEST E. MONRAD, Trustee
Northeast Investors Trust, Chairman of the Trustees
Address: 50 Congress Street, Boston

RICHARD F. COOK, JR., Secretary
Century Capital Management, Inc., Vice President, Treasurer, Clerk and
Director (Investment Adviser) (1992)
Massachusetts Fiduciary Advisors, Inc., Senior Vice President, Treasurer and
Clerk (Investment Adviser)

Trustees who are interested persons of the Trust, as defined in the
Investment Company Act of 1940, are designated by an asterisk (*). Addresses
for all Trustees and Officers are One Liberty Square, Boston, MA, unless
otherwise indicated. All positions shown are of more than five years duration
unless otherwise indicated.

Effective July 1, 1994, the Trust entered into an Investment Advisory and
Management Services Agreement with Century Capital Management, Inc. (the
"Adviser"). Prior to that date, the Trust was internally managed under the
direction of its Trustees. The Trust's activities, including its agreement
with the Adviser, are supervised by the Trustees. Messrs. Fulkerson and Dyer,
who each are both Trustees of the Trust and officers of the Adviser, make the
day-to-day decisions concerning management by the Adviser of the Trust's
portfolio of investments. Mr. Fulkerson, Chairman of the Trust and President
of the Adviser, joined the Trust in 1966 after ten years experience with two
investment firms. He became a Trustee in 1969 and Chairman and Managing
Trustee in 1976. Following 20 years service with a member firm of the New York
Stock Exchange, Mr. Dyer, a Trustee of the Trust and Vice President of the
Adviser, was elected Secretary of the Trust in 1976 and became a Trustee in
1977. The Trustees hold formal quarterly meetings at which time a full report
of actions taken since the most recent meeting, including a report by the
Adviser, is presented to the Trustees. Between regularly scheduled quarterly
meetings, the Trustees regularly confer by telephone and in informal meetings.
Mr. Cook acts as chief administrative officer of the Trust and the Adviser.
The Trustees elect their successors.

The Adviser is located at One Liberty Square, Boston, Massachusetts, 02109.
The Adviser is solely owned by its officers, with Messrs. Fulkerson and Dyer
owning all of its voting stock. The Adviser, organized in April, 1992, is the
investment adviser to two limited partnerships with net asset values at April
30, 1996, of approximately $98 million. The Trust is the Adviser's first and
only investment company client.

The Adviser acts as investment adviser to the Trust, with discretionary
authority to invest its assets. The Adviser also performs (or arranges for the
performance of) certain management and administrative services necessary for
the operation of the Trust, including provision of office space, equipment and
facilities, supervisory relations with external service providers (such as the
Trust's custodian, transfer agent, accountants and attorneys), preparing
shareholder communications and conducting shareholder relations, maintaining
the Trust's existence and records, and maintaining the Trust's registration
and qualification for sale of its shares. The Adviser may be reimbursed by the
Trust for the employment cost of Adviser personnel providing shareholder
servicing, transfer agent and accounting services for the benefit of the Trust
and its shareholders.

The Trust pays the Adviser a fee, monthly in arrears, equal to one-twelfth
(1/12th) of the sum of seven-tenths of one percent (0.70%) of the first $250
million, and six-tenths of one percent (0.60%) of amounts exceeding $250
million, of the net asset value of the Trust at the end of such month. For the
six months ended December 31, 1994 and the year ended December 31, 1995, the
Trust paid the Adviser total fees of $734,707 and $1,609,254, respectively.

The Trust pays certain of its own expenses. Expenses of the Trust for
compensation, office rental and other office expenses, and investment
advisory, statistical and research services are subject to an annual overall
limitation contained in the Declaration of Trust of 1 1/2% of average
quarterly net assets up to $30,000,000, and 1% over that amount. A commitment
has been made to one state securities authority that the Trustees will
reimburse the Trust, up to an amount not exceeding their remuneration for the
period for which reimbursement is made, for any expenses (excluding brokerage
commissions, interest, taxes and litigation expenses) paid or incurred by the
Trust in any fiscal year of the Trust in excess of 2% of the first $10,000,000
of the average net assets, 1 1/2% of the next $20,000,000 of the average net
assets and 1% of the remaining net assets of the Trust, determined monthly on
a consistent basis. The latter commitment has been made in order to comply
with the requirements of that state and may be amended or rescinded in
response to changes in those requirements.

The ownership of the Trust is represented by shares of $1.00 par value. The
number of shares is not limited. Each share has the same rights as every other
share.

Shareholders have no voting rights in the selection of Trustees or any
successor Trustees or other matters relating to the management of the Trust
(except that a Trustee may be removed from office as provided in the
Investment Company Act) except that the Declaration of Trust may be amended or
terminated only with the written consent of the holders of a majority of the
outstanding shares. Shares have no preemptive rights and are fully paid and
non-assessable.

The Trust's agreement with the Adviser is in effect through June 30, 1996,
and continues in effect indefinitely thereafter, so long as its continuance is
approved at least annually by vote of the Trustees (including a majority of
Trustees who are not interested persons of the Trust or the Adviser) or by
vote of a majority of outstanding voting securities of the Trust.

The Trust may create and issue additional series of shares, subject to the
Investment Company Act of 1940 and the rules promulgated thereunder, when, as
and if the Trustees may determine, without further action by the shareholders.
The Declaration of Trust gives the Trustees authority to fix and determine the
relative rights and preferences as between different series as to dividends
and other distributions and on liquidation or termination of the Trust, and
also to determine provisions concerning investment, reinvestment, sinking or
purchase funds, conversion rights, the manner of determining Trustee
remuneration with respect to such series, and conditions under which the
several series shall have separate voting rights or no voting rights. The
consideration received from the sale of shares of any series and all assets in
which such consideration is invested or reinvested and all income and proceeds
thereof will irrevocably belong to that series for all purposes, and they will
be charged with the liabilities of the Trust in respect of that series, with
assets and liabilities not readily identifiable as those of a particular
series being allocated by the Trustees as they deem fair and equitable.

HOW NET ASSET VALUE IS DETERMINED

The net asset value is computed by the Trust's Custodian, State Street Bank
and Trust Company, as of the close of trading on the New York Stock Exchange
each day that the Exchange is open for trading and on each other day in which
there is a sufficient degree of trading in the Trust's portfolio securities
that current net asset value might be materially affected. Such computations
appraise investments of the Trust at market values (closing prices on the
principal exchange for securities listed on national exchanges and bid prices
for unlisted securities), adding cash and receivables and any other assets,
and deducting liabilities. The net worth so computed divided by the number of
shares outstanding is the net asset value per share. Any investment for which
market quotations are not readily available will be valued at fair value as
determined in good faith by the Trustees.

The net asset value of the Trust is based in part on quoted bid prices for
unlisted securities owned. Purchases of investments are usually made at prices
above bid prices. To the extent that investments purchased at a premium over
bid prices are thereupon valued at bid prices, dilution results. It is
impossible to determine the extent of any such dilution; in the opinion of the
Trustees it is unimportant.

RECORD OF INVESTMENT RESULTS

PORTFOLIO HOLDINGS GROWTH

The Trust's goal is to own carefully selected companies capable of above-
average growth in earnings and dividends. The Trust's experience is that such
above-average growth in earnings and dividends should translate into above-
average investment results over a long-term time frame. The following table
shows that in successive ten-year periods over the past years, the median
growth rate in earnings and dividends of companies selected as holdings for
the Trust's portfolio surpassed the earnings and dividend growth rates of the
Standard & Poor's 500 Stock Index, a widely-followed stock market index.

Relative Progress of
Century Shares Trust Holdings
Annual Earnings Growth Annual Dividend Growth
------------------------ ------------------------
Trust's S&P 500 Trust's S&P 500
10-Year Portfolio Stock Portfolio Stock
Periods Holdings Index Holdings Index
- ------- --------- ------ --------- -------
1975-85 13.7% 6.3% 15.7% 7.9%
1976-86 11.7 3.9 15.0 7.4
1977-87 10.7 4.9 13.0 6.6
1978-88 9.1 6.8 12.0 6.7
1979-89 7.7 4.4 11.0 6.9
1980-90 11.2 3.9 10.6 7.2
1981-91 10.1 0.6 11.3 6.3
1982-92 11.0 4.1 10.9 6.1
1983-93 9.6 4.5 10.0 5.9
1984-94 12.1 6.3 9.9 5.8
1985-95 11.6 9.0 10.0 5.7

Note: These figures represent operations of the Trust's median portfolio
holdings and not the performance of a shareholder's investment in the Trust,
where fees and expenses will affect results. For that performance record, see
"The Trust's Record With All Distributions Reinvested" and "Calculation of
Average Annual Total Return," below. The indicated growth rate for the Trust's
portfolio holdings in each period is the median ten-year compound growth rate
of those companies in the portfolio at the end of each ten-year period for
which ten-year records of earnings and dividends were available. The Trust did
not own shares in every one of these companies for the entire period, and it
is anticipated that changes in holdings also will be made in the years ahead.
The Trust cannot guarantee future growth in the earnings and dividends of the
companies selected for its portfolio since earnings and dividends will vary
and may, at times, run counter to the cost of living.

THE TRUST'S RECORD WITH ALL
DISTRIBUTIONS REINVESTED

Many professional investors look at total return to measure investment
performance. For a mutual fund like the Trust, this means examining results
with all distributions reinvested in additional shares. Because of this and
the fact that as of April 25, 1996, approximately 10,800 of the Trust's
shareholders reinvested all distributions, the following table summarizes
results on this basis for the ten-year period ended December 31, 1995.

The first column shows how much the number of shares owned would have grown
during the period as a result of the accumulating effect of reinvestment. The
next three columns show the components of total cumulative value. The total
cumulative value of reinvested capital gain distributions and income dividends
grew to exceed the value of the original share, as a result of the compounding
effect of reinvestment plus share value appreciation over time. The final two
columns show the total cumulative value at the end of each year and annual
percentage changes in value.

<TABLE>
<CAPTION>
Cumulative Value of Annual
Year Number Value of Reinvested Value of Total Percentage
Ended of Shares Original Capital Gain Reinvested Value of Increase
12/31 Owned Share Distributions Dividends Investment (Decrease)
----- ----- ----- ------------- --------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
1985 1.000 $18.22 -- -- $18.22 --
1986 1.091 18.30 1.17 0.50 19.97 9.6%
1987 1.245 14.76 2.73 0.88 18.37 -8.0
1988 1.454 14.62 5.15 1.48 21.25 15.7
1989 1.550 19.42 7.93 2.75 30.10 41.6
1990 1.649 16.82 7.79 3.12 27.24 -7.8
1991 1.735 21.03 10.71 4.73 36.48 31.5
1992 1.804 25.68 14.07 6.57 46.32 27.0
1993 1.920 24.04 15.19 6.93 46.16 -0.4
1994 2.038 21.77 15.48 7.11 44.36 -3.9
1995 2.137 28.07 21.86 10.05 59.99 35.2

10-year increase 229.2%
</TABLE>

The value of shares accepted at the time reinvestment occurred was $14.93
for capital gains and $7.32 for income dividends. If capital gains
distributions and income dividends had been withdrawn in cash, rather than
reinvested, the total dollar amount received would have been $9.94 and $4.76,
respectively. The illustrations in this table do not take into account income
taxes that might be payable by a shareholder on distributions received or
reinvested, or upon sale of the investment. Past results shown in this
Prospectus should not be considered a representation of the income or capital
gain or loss which may be realized from an investment in the Trust today.
Shares will fluctuate in value, and achievement of objectives cannot be
assured. However, the Trust's management seeks to reduce risks and to provide
rewarding results through diversification and careful supervision of the
investment portfolio.

CALCULATION OF AVERAGE ANNUAL TOTAL RETURN

An investment in shares of the Trust would have provided the average annual
compounded rate of return ("Average Annual Total Return") listed below for
each of the indicated periods:

Average Annual
Investment Period Total Return
----------------- --------------
One Year Ended December 31, 1995 35.23%
Five Years Ended December 31, 1995 16.68%
Ten Years Ended December 31, 1995 12.65%

Average Annual Total Return is computed as follows. A hypothetical
investment of $1,000 ("Invested Amount") is assumed to have been made at the
beginning of the investment period, resulting in the purchase of a certain
number of shares at the effective net asset value. All income dividend and
capital gain distributions made by the Trust over such period are assumed to
have been reinvested in additional shares at the then effective net asset
value, thereby increasing share holdings. At the end of the investment period,
the number of shares then assumed held is multiplied by the ending net asset
value, resulting in the amount which the assumed investment would have been
worth on redemption at that time ("Redeemed Amount"). The Redeemed Amount is
then compared to the Invested Amount, and the average annual compounded rate
of return is derived for the period by application of a standard compound
interest rate calculation.

<PAGE>

CENTURY SHARES TRUST
One Liberty Square
Boston, Massachusetts 02109
800-321-1928 or 617-482-3060

PART B
STATEMENT OF ADDITIONAL INFORMATION

APRIL 30, 1996

This Statement of Additional Information supplements the Prospectus for
the Trust dated April 30, 1996, and should be read in conjunction with the
Prospectus, the contents of which are incorporated by reference herein. A copy
of the Prospectus may be obtained free of charge from the Trust at the above
address. This Statement of Additional Information is not a Prospectus.

------------------------

TABLE OF CONTENTS
Investment Restrictions ................................. 2
Duration of the Trust ................................... 3
Management of the Trust ................................. 3
Execution of Portfolio Transactions ..................... 4
Investment Performance Information ...................... 5
Other Information ....................................... 6
Computation of Total Offering Price Per Unit ............ 6
Financial Statements .................................... 7

------------------------
<PAGE>

INVESTMENT RESTRICTIONS

In pursuing its investment objectives described in the Prospectus, the
Trust may not:

(1) Invest in other than

(a) the shares of the capital stock, or in securities convertible into
or evidencing the right to purchase shares of the capital stock,
of: (i) any insurance company, bank or trust company, (ii) any
insurance broker or other company engaged in providing services
to, or in a business closely related to, the insurance and banking
industries, (iii) any subsidiary of any company described in
clauses (i) or (ii) above, or (iv) any company whose principal
business is the management through effective control by direct
stock ownership of any company described in clauses (i) or (ii)
above; or

(b) debt instruments of domestic governmental and non-governmental
issuers which are of investment grade at the time of purchase.

(2) Make any investment which would cause (a) more than 5% of the value of
the total assets of the Trust to be invested in the securities of any one
issuer (such limitation being construed in accordance with the Investment
Company Act of 1940 and rules thereunder regarding diversification), or (b)
more than 10% of any class of securities of any issuer to be held by the
Trust.

(3) Invest in the securities of other investment companies, except by
purchase in the open market where no commission or profit to an underwriter or
dealer results from such purchase, other than the customary broker's
commissions.

(4) Invest in the securities of companies which, including predecessors,
have a record of less than three years continuous operation.

(5) Act as underwriter of securities.

(6) Make loans.

(7) Issue senior securities.

(8) Purchase or sell real estate, commodities, or commodity contracts
except such as may be conveyed in connection with a merger, consolidation,
reorganization, or in satisfaction of a debt, or incidental to or as a result
of other activities of the Trust.

(9) Borrow money except temporarily and no such borrowing may be made
which would cause the outstanding indebtedness of the Trust to exceed 10% of
its gross assets (taken at market) or of its liquidating value, whichever is
lower. Any such borrowings would be subject to the 300% asset coverage
requirement of the Investment Company Act of 1940. If any such borrowing
should be made, maintaining this coverage could entail the Trust having to
liquidate portfolio securities when it may be disadvantageous to do so.

(10) Invest for the purpose of exercising control or management.

(11) Purchase securities on margin or sell short.

(12) Purchase or retain in its portfolio the securities of an issuer if
those officers or Trustees of the Trust owning beneficially more than 1/2% of
the securities of such issuer together own more than 5% of the securities of
such issuer.

The basic investment power in the Declaration of Trust and the limitations
listed as items (1) to (12) above may not be changed without the vote or
written approval of a majority of the outstanding shares of the Trust.

In response to specific state regulation, the Trustees further have
committed, as long as such regulation remains effective:

(A) to limit investments which are not readily marketable (including
"restricted" securities, illiquid assets, unlisted foreign issuer securities
and other assets for which a bona fide market does not exist) to 15% of
average net assets at the time of purchase;

(B) to limit investments in warrants, valued at the lower of cost or
market, to not more than 5% of the value of the Trust's net assets (including
warrants not listed on the New York or American Stock Exchange, which may not
exceed 2% of the value of the Trust's net assets); and

Additionally, the Trustees currently have a policy which will not allow
investments in convertible securities to exceed 5% of total investments.

DURATION OF THE TRUST

The Declaration of Trust dated March 1, 1928, as amended, provides that
the Trust shall continue without limitation of time. No shareholder shall be
entitled to put an end to the Trust or to require division of the Trust
property except by the redemption of shares as described. The Trustees have
the power, with the consent of the holders of a majority of the outstanding
shares, to convey the Trust property to new or other Trustees or to a
corporation and distribute the net proceeds in kind at valuations fixed by the
Trustees pro-rata among the shareholders, or in their discretion turn such
proceeds into money, for such distribution, or distribute part in kind and
part in money, or (b) sell the whole of the Trust property for money, and
distribute the next proceeds pro-rata among the shareholders.

MANAGEMENT OF THE TRUST

The following table provides information regarding each Trustee and
officer of the Trust.
<TABLE>
<CAPTION>

NAME, ADDRESS POSITION(S) HELD PRINCIPAL OCCUPATION(S)
AND AGE WITH TRUST DURING PAST 5 YEARS (A)
- ------------- ---------------- -----------------------
<S> <C> <C>
William O. Bailey Trustee Terra Nova (Bermuda) Holdings Ltd.
7 Victoria Street 7 Victoria Street Chaiman & CEO
Hamilton, Bermuda (Insurance Holding Co.)
Age: 69 MBIA Inc., Director and Former CEO
(Insurance Co.)
Business Men's Assurance Co. of America,
Director

John E. Beard Trustee Ropes & Gray, Partner (Attorneys)
One Interanational Place
Boston, Massachusetts
Age: 63

William W. Dyer, Jr.*(a) Trustee (prior to July, 1994, Century Capital Management, Inc. Vice
One Liberty Square also Vice President) President and Director
Boston, Massachusetts CCP Capital, Inc., Vice President and
Age: 61 Director (Management Services)
Prior to October, 1994, Massachusetts
Fiduciary Advisors, Inc., Director and
Senior Vice President (Investment Advisor)

Allan W. Fulkerson*(a) Chairman of the Trustees Century Capital Management, Inc. President
One Liberty Square (Prior to July, 1994, also and Director
Boston, Massaxhusetts President and Managing CCP Capital, Inc., President and Director
Age: 62 Trustee) (Management Services)
Massachusetts Fiduciary Advisors, Inc.
President and Director (Investment Advisor)
Ernest E. Monrad Trustee Northeast Investors Trust
50 Congress Street Chairman of the Trustees
Boston, Massachusetts (Investment Company)
Age: 65

Richard F. Cook, Jr. (a) Secretary Century Capital Management, Inc. Vice
One Liberty Square President, Treasurer, Clerk and Director
Boston, Massachusetts CCP Capital, Inc., Vice President, Treasurer,
Age: 45 Clerk and Director (Management Services)
Massachusetts Fiduciary Advisors, Inc. Senior
VP, Treasurer and Clerk
(Investment Advisor)
</TABLE>

- ----------
*Indicates Trustees who are interested persons of the Trust.

(a) Relationships indicated for Messrs. Dyer, Fulkerson and Cook are with
entities which might be deemed "affiliated persons" of the Trust.

During the fiscal year ended December 31, 1995, the following persons
received the indicated amounts from the Trust:

PENSION OR TOTAL
RETIREMENT COMPENSATION
AGGREGATE BENEFITS ACCRUED FROM TRUST
COMPENSATION AS PART OF TRUST PAID TO
NAME OF PERSON, POSITION FROM TRUST EXPENSES (A) TRUSTEES
- ------------------------ ------------ ---------------- ------------

<S> <C> <C> <C>
William O. Bailey, Trustee $15,500 N/A $15,500

John E. Beard, Trustee $15,500 N/A $15,500

William W. Dyer, Jr., Trustee(b) -- N/A --

Allan W. Fulkerson, Trustee(b) -- N/A --

Ernest E. Monrad, Trustee $16,500 N/A $16,500
</TABLE>
- ----------
(a) Not applicable. The Trust neither sponsors nor pays pension or retirement
benefits to Trustees or officers of the Trust.

(b) Any Trustee of the Trust who is an officer of Century Capital Management,
Inc. receives no remuneration from the Trust.

On April 30, 1996, the Trustees and officers as a group owned less than 1%
of the outstanding shares of the Trust. As of April 25, 1996, Charles Schwab &
Co, Inc., 101 Montgomery Street, San Francisco, CA 94104 is the record owner
of two accounts with a combined share balance equal to approximately 5.7% of
the Trust's outstanding shares. The Trust believes these accounts hold shares
beneficially owned by clients of Charles Schwab & Co., Inc. As of April 25,
1996, Chase Manhattan Bank, as Trustee for Ohio Casualty Insurance Company, 3
Chase Metrotech Center, Brooklyn NY 11245-0002 is the record owner of an
account with a share balance equal to approximately 5.8% of the Trust's
outstanding shares.

EXECUTION OF PORTFOLIO TRANSACTIONS

Determinations with respect to execution of portfolio transactions are
made by the Adviser, under discretionary authority granted by the Trust. The
primary consideration in all of the Trust's portfolio transactions is
execution at the most favorable prices and in the most effective manner
possible. Included among the many relevant factors considered are: the size
and type of the transaction, the reputation, experience, and quality of
services rendered by the broker-dealer in other transactions, and the
reasonableness of the brokerage commission, if any.

On occasions when more than one broker-dealer firm meets the foregoing
criteria for a particular transaction, consideration will be given those firms
which supply services that may contribute to the overall performance of the
Trust. Such services may include research, quotations and statistical or other
information. In order to minimize brokerage charges, the Adviser seeks to
execute portfolio transactions with a primary market maker in over-the-counter
transactions except in those circumstances where better prices and execution
are available elsewhere.

In order to minimize brokerage charges, the Adviser seeks to execute
portfolio transactions with a primary market maker in over-the-counter
transactions except in those circumstances where better prices and execution
are available elsewhere.

During the years 1995, 1994 and 1993, brokerage commissions were $28,585,
$35,342 and $71,858, respectively. Portfolio transactions and therefore
brokerage commissions were greater in 1993 than in 1994 and 1995.

INVESTMENT PERFORMANCE INFORMATION

The investment performance of the Trust may from time to time be presented
in advertisements, shareholder reports or other communications. Such
performance may be compared to indexes of groups of unmanaged stocks, such as
the Standard and Poor's Stock Indexes and the Dow Jones Averages, or the
Consumer Price Index demonstrating changes in the average cost of living. The
investment performance of a Fund or such indexes may be calculated, ranked,
rated or otherwise described by independent publications or analysts such as
Barron's, Business Week, Forbes, Fortune, Investor's Business Daily, Lipper
Analytical Services, Inc., Money Magazine, Morningstar, Mutual Fund
Forecaster, No Load Fund X, The Value Line Mutual Fund Survey, The Wall Street
Journal, and Wiesenberger Investment Companies Service, and such information
may also be presented.

An investment in shares of the Trust would have provided the average
annual compounded rate of return ("Average Annual Total Return") listed below
for each of the indicated periods:

AVERAGE ANNUAL
INVESTMENT PERIOD TOTAL RETURN
----------------- --------------
One Year Ending December 31, 1995 .......................... 35.23%
Five Years Ending December 31, 1995 ........................ 16.68%
Ten Years Ending December 31, 1995 ......................... 12.65%

The Average Annual Total Return figures provided above are computed by
finding the average annual compounded rates of return over the 1, 5 and 10
year periods that would equate the initial amount invested to the ending
redeemable value, according to the formula: P(1 T)n = ERV; where P = a
hypothetical initial payment of $1,000, T = average annual total return, n =
number of years, and ERV = ending redeemable value of a hypothetical $1,000
payment made at the beginning of the 1, 5 or 10 year periods (or fractional
portion thereof).

OTHER INFORMATION

The Trust was organized in 1928. Wiesenberger Investment Companies
Service, 1985 Ed., a recognized independent compilation of mutual fund
industry statistics, lists the organization dates of "virtually all mutual
funds registered for sale in the United States," and indicates that nine
mutual funds in addition to the Trust were organized in or prior to 1928.
Several of the largest shareholders of the Trust are insurance companies,
owning shares directly or through nominees.

If the Trust issued its shares to a shareholder in exchange for securities
or assets other than cash, such securities or assets would (a) meet the
investment objectives and policies of the Trust, (b) be acquired for
investment and not for resale, (c) be liquid securities which are not
restricted as to transfer either by law or liquidity of market, and (d) have a
value which is readily ascertainable (and not established only by evaluation
procedures) as evidenced by a listing on the American Stock Exchange, the New
York Stock exchange, or NASDAQ. The immediately preceding sentence is included
in response to specific state regulation, to be applicable with respect
thereto for as long as such regulation remains effective. State Street Bank
and Trust Company, 1 Heritage Drive, North Quincy, Massachusetts, has been
designated as custodian of the cash and investment securities of the Trust.
The Custodian also is responsible for, among other things, receipt and
delivery of the Trust's investment securities as specified in the custodial
agreement. Deloitte & Touche LLP, 125 Summer Street, Boston, Massachusetts,
are the independent accountants for the Trust. They are responsible for
auditing the Trust's financial statements.

COMPUTATION OF TOTAL OFFERING PRICE PER UNIT

The Statement of Assets and Liabilities -- December 31, 1995, is contained
in the Financial Statements set forth below.
<PAGE>
PORTFOLIO OF INVESTMENTS -- December 31, 1995
COMMON STOCKS: INSURANCE COMPANIES -- 88.1%
SHARES VALUE
------ -----
100,000 American General Corp. ........ $ 3,487,500
225,000 American Heritage Life
Investment Corp. ............ 5,146,875
210,000 American International Group,
Inc. ........................ 19,425,000
345,000 AON Corp. ..................... 17,206,875
194,600 AVEMCO Corp. .................. 3,113,600
183,000 AVEMCO Corp.* ................. 2,781,600
140,000 The Chubb Corp. ............... 13,545,000
241,500 Cincinnati Financial Corp. .... 15,757,875
167,000 GEICO Corp. ................... 11,669,125
120,000 General Re Corp. .............. 18,600,000
Hartford Steam Boiler
107,500 Inspection and Insurance
Company ..................... 5,375,000
75,000 Marsh & McLennan Companies .... 6,656,250
195,000 MBIA Inc. ..................... 14,625,000
150,000 Mercury General Corp. ......... 7,162,500
348,000 Ohio Casualty Corp. ........... 13,485,000
300,000 The Progressive Corp. ......... 14,662,500
170,000 Protective Life Corp. ......... 5,312,500
170,000 Providian Corp. ............... 6,927,500
380,000 SAFECO Corp. .................. 13,110,000
250,000 St. Paul Companies, Inc. ...... 13,906,250
265,000 Torchmark Corp. ............... 11,991,250
100,000 UNUM Corp. .................... 5,500,000
240,000 USF&G Corp. ................... 4,050,000
150,000 USLIFE Corp. .................. 4,481,250
------------
$237,978,450
------------
COMMON STOCKS: BANKING INSTITUTIONS -- 5.2%
100,000 J.P. Morgan & Co., Inc. ....... 8,025,000
130,000 Wachovia Corp. ................ 5,947,500
------------
13,972,500
------------
MISCELLANEOUS SECURITIES -- .1% ........................ 335,000
------------
TOTAL INVESTMENTS IN COMMON STOCKS -- 93.4%
(Identified cost, $90,599,849) ....................... 252,285,950
------------
CONVERTIBLE SECURITIES -- .3%
FACE AMOUNT
-----------
$1,000,000 NAC Re Cv. Deb., 5.25%,
due 12/15/02** .............. 970,000
------------
TOTAL CONVERTIBLE SECURITIES (Identified cost,
$1,000,000) .......................................... 970,000
- ------------
FIXED INCOME -- .4%
$1,000,000 U.S. Treasury Note, 5.625%, due
8/31/97 ..................... 1,006,250
------------
TOTAL FIXED INCOME (Identified cost, $1,030,625) ....... 1,006,250
------------
CASH EQUIVALENTS -- 5.9%
$15,982,000 State Street Bank and Trust
Eurodollar Time Deposit, at
cost approximating value,
maturity 1/2/96 ............ 15,982,000
------------
TOTAL INVESTMENTS -- 100% (Identified cost, $108,612,474) $270,244,200
============
*Restricted security (see Note 6)
**Security exempt from registration under Rule 144A
See notes to financial statements.
<PAGE>

FINANCIAL STATEMENTS
STATEMENT OF ASSETS AND LIABILITIES -- December 31, 1995
- --------------------------------------------------------------------------
ASSETS:
Investments, at value (Note 1A) (Identified cost,
$108,612,474) ........................................ $270,244,200
Cash ................................................... 166
Dividends and interest receivable ...................... 590,020
Receivable for Trust shares sold ....................... 137,405
Prepaid expenses ....................................... 10,734
------------
Total assets ................................... 270,982,525
LIABILITIES:
Capital gain distribution payable ...... $1,284,078
Payable for investments purchased ...... 2,142,611
Payable for Trust shares repurchased ... 149,498
Accrued investment adviser fee (Note 5) 149,628
Accrued expenses and other liabilities . 75,875
--------------
Total liabilities .............................. 3,801,690
------------
NET ASSETS (Note 3) .................................... $267,180,835
============
Per share net asset value, offering price and redemption
price ($267,180,835 / 9,519,331 shares of $1.00 par
value capital stock outstanding) (Note 2) ............ $28.07
======

STATEMENT OF OPERATIONS -- Year Ended December 31, 1995
- --------------------------------------------------------------------------
INVESTMENT INCOME:
Income:
Dividends .......................................... $ 5,501,199
Interest ........................................... 308,127
------------
Total income ................................... 5,809,326
Expenses:
Investment adviser fee (Note 5) .... $1,609,254
Non-interested trustees'
remuneration ..................... 44,219
Transfer agent ..................... 208,343
Custodian .......................... 49,739
Insurance .......................... 20,280
Audit .............................. 76,348
Legal .............................. 25,803
Registration costs ................. 38,796
Printing and other ................. 80,308
----------
Total expenses ................................. 2,153,090
------------
Net investment income ...................... 3,656,236
------------
REALIZED AND UNREALIZED GAIN ON INVESTMENTS:
Net realized gain from investment transactions ....... 8,638,210
Increase in net unrealized appreciation of investments 56,383,215
------------
Net realized and unrealized gain on
investments .............................. 65,021,425
------------
Net increase in net assets resulting from operations ... $ 68,677,661
============
See notes to financial statements.
<PAGE>
STATEMENT OF CHANGES IN NET ASSETS
- --------------------------------------------------------------------------
YEAR ENDED DECEMBER 31,
-------------------------------
1995 1994
----------- -----------
INCREASE (DECREASE) IN NET ASSETS:
Operations:
Net investment income .......... $ 3,656,236 $ 4,215,734
Net realized gain on investment
transactions ................. 8,638,210 8,029,478
Increase (decrease) in net
unrealized appreciation of
investments .................. 56,383,215 (21,558,529)
------------ ------------
Net increase (decrease) in net
assets resulting from
operations ................... 68,677,661 (9,313,317)
Net equalization (Note 1C) ....... (16,684) (125,980)
Distributions to shareholders:
Net investment income .......... (3,698,990) (4,151,984)
Realized gain from investment
transactions ................. (8,521,998) (8,029,478)
In excess of net realized gain
on investment transactions ... -- (28,953)
Trust share transactions -- net
(Note 2) ....................... 4,837,054 (15,227,296)
------------ ------------
Total increase
(decrease) ......... 61,277,043 (36,877,008)
NET ASSETS:
At beginning of year ........... 205,903,792 242,780,800
------------ ------------
At end of year (including
accumulated distributions in
excess of net investment
income of $234,389 and
$168,466, respectively) ...... $267,180,835 $205,903,792
============ ============
<PAGE>

FINANCIAL HIGHLIGHTS
- ------------------------------------------------------------------------------
YEAR ENDED DECEMBER 31,
------------------------------------------------------
1995 1994 1993 1992 1991
----- ----- ----- ----- -----
NET ASSET VALUE,
beginning of year $21.77 $24.04 $25.68 $21.03 $16.82
------ ------ ------ ------ ------
INCOME FROM INVESTMENT OPERATIONS:
Net investment
income ....... $ .41 $ .44 $ .43 $ .48 $ .44
Net realized and
unrealized
gain (loss) on
investments .. 7.22 (1.38) (.52) 5.15 4.81
------ ------ ------ ------ ------
Total income
from
investment
operations $ 7.63 $ (.94) $ (.09) $ 5.63 $ 5.25
------ ------ ------ ------ ------
LESS DISTRIBUTIONS:
From net
investment
income ....... $ (.41) $ (.45) $ (.45) $ (.42) $ (.47)
From net
realized gain
on investment
transactions . (.92) (.88) (1.10) (.56) (.57)
In excess of net
realized gain
on investment
transactions . -- -- * -- -- --
------ ------ ------ ------ ------
Total
distributions $(1.33) $(1.33) $(1.55) $ (.98) $(1.04)
------ ------ ------ ------ ------
NET ASSET VALUE,
end of year .... $28.07 $21.77 $24.04 $25.68 $21.03
====== ====== ====== ====== ======
TOTAL RETURN ..... 35.2% (3.9)% (0.4)% 27.0% 31.5%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end
of year (000
omitted) ..... $267,181 $205,904 $242,781 $260,265 $157,942
Ratio of
expenses to
average net
assets ....... 0.94% 1.01% 0.82% 0.84% 0.95%
Ratio of net
investment
income to
average net
assets ....... 1.60% 1.93% 1.72% 1.84% 2.28%
PORTFOLIO TURNOVER
RATE ........... 5% 2% 19% 5% 0%

*Distributions in excess of net realized gain on investment transactions were
$.004.
See notes to financial statements.
<PAGE>

NOTES TO FINANCIAL STATEMENTS
(1) SIGNIFICANT ACCOUNTING POLICIES -- The Trust is registered under the
Investment Company Act of 1940, as amended, as a diversified, open-end
management investment company. The following is a summary of significant
accounting policies consistently followed by the Trust in the preparation of
its financial statements. The policies are in conformity with generally
accepted accounting principles.
A. Investment Security Valuations -- Securities listed on national securities
exchanges are valued at closing prices. Unlisted securities or listed
securities for which closing prices are not available are valued at the latest
bid prices. Short-term obligations, maturing in 60 days or less, are valued at
amortized cost, which approximates value.
B. Federal Taxes -- It is the Trust's policy to comply with the provisions of
the Internal Revenue Code applicable to investment companies and to distribute
to shareholders each year all of its taxable income, including any net
realized gain on investments. Accordingly, no provision for Federal income or
excise tax is necessary.
C. Equalization -- The Trust follows the accounting practice known as
equalization by which a portion of the proceeds from sales and costs of
repurchases of Trust shares equivalent, on a per-share basis, to the amount of
undistributed net investment income on the date of the transaction, is
credited or charged to undistributed net investment income. As a result,
undistributed net investment income per share is unaffected by sales or
repurchases of Trust shares.
D. Other -- Investment security transactions are accounted for on the date the
securities are purchased or sold. Gain or loss on sales is determined on the
basis of identified cost. Dividend income and distributions to shareholders
are recorded on the ex-dividend date. Shares issuable to shareholders electing
to receive income dividends and capital gain distributions in shares are
recorded on the ex-dividend date.

(2) TRUST SHARES -- At December 31, 1995, 9,519,331 shares were outstanding.
The number of authorized shares of $1.00 par value is unlimited. Transactions
in Trust shares were as follows:

<TABLE>
<CAPTION>
YEAR ENDED YEAR ENDED
DECEMBER 31, 1995 DECEMBER 31, 1994
----------------------------- ------------------------------
SHARES AMOUNT SHARES AMOUNT
------ ------ ------ ------
<S> <C> <C> <C> <C>
Sold ............................ 1,797,676 $47,919,634 942,789 $ 21,839,812
Issued to shareholders in
reinvestment of distributions
from:
Net investment income ....... 96,658 2,568,585 128,914 2,899,528
Realized gain on investment
transactions .............. 257,855 7,237,989 312,817 6,810,028
--------- ----------- --------- ------------
2,152,189 57,726,208 1,384,520 31,549,368
Repurchased ..................... (2,093,096) (52,889,154) (2,025,359) (46,776,664)
--------- ----------- --------- ------------
Net increase (decrease) . 59,093 $ 4,837,054 (640,839) $(15,227,296)
========= =========== ========= ============
</TABLE>

(3) SOURCES OF NET ASSETS -- At December 31, 1995, net assets consisted of:
Capital paid-in ........................................... $106,070,314
Accumulated distributions in excess of net investment
income .................................................. (234,389)
Accumulated distributions in excess of net realized gain on
investment transactions ................................. (286,816)
Unrealized appreciation in value of investments ........... 161,631,726
------------
Net assets applicable to outstanding capital stock .... $267,180,835
============

Statement of Position (SOP) 93-2; Determination, Disclosure and Financial
Statement Presentation of Income, Capital Gains and Return of Capital
Distributions by Investment Companies requires that differences in the
recognition or classification of income between the financial statements and
tax earnings and profits which result in temporary over-distributions for
financial statement purposes are classified as distributions in excess of net
investment income or accumulated net realized gains. The effect of the SOP for
the year ended December 31, 1995 was to increase distributions in excess of
net investment income by $6,485, decrease accumulated undistributed net
realized gains by $374,075, and increase paid-in capital by $380,560. This
adjustment results from permanent differences arising from differing financial
statement and tax treatment of equalization. Net investment income, net
realized gains and net assets were not affected by this change. At December
31, 1995, the differences in financial statement and tax balances of
accumulated distributions in excess of net investment income and accumulated
distributions in excess of net realized gain on investment transactions result
from temporary differences primarily due to the differing financial statement
and tax treatment of equalization and post-October losses.

(4) INVESTMENT SECURITY TRANSACTIONS -- Other than U.S. Government obligations
and certificates of deposit, purchases and sales of investment securities
aggregated $11,170,738 and $25,296,009, respectively, during the year ended
December 31, 1995. At December 31, 1995, the cost of investments for federal
tax purposes was $108,700,714. Net unrealized appreciation for all securities
at that date was $161,543,486. This consisted of aggregate gross unrealized
appreciation for all securities in which there was an excess of market value
over tax cost of $162,595,390 and aggregate gross unrealized depreciation for
all securities in which there was an excess tax cost over market value of
$1,051,904. Additionally, the Trust has elected to treat capital losses of
$198,576, attributable to securities transactions after October 31, 1995, as
having been incurred on the first day of the Trust's next taxable year.

(5) INVESTMENT ADVISER FEE -- The investment adviser fee is earned by Century
Capital Management, Inc. ("CCM"), as compensation for providing investment
advisory, management and administrative services to the Trust. CCM receives a
monthly fee equal on an annualized basis to 0.7% of the first $250 million and
0.6% of the amounts exceeding $250 million of the Trust's net asset value. For
the year ended December 31, 1995, the fee amounted to $1,609,254. Officers and
Trustees of the Trust who are employed by CCM receive remuneration for their
services out of such investment adviser fee.

(6) RESTRICTED SECURITY -- At December 31, 1995, the Trust owned 183,000
shares of AVEMCO Corp., acquired on October 1, 1993, at a cost of $3,202,500,
which are restricted as to resale. The value of this security, which is
approximately 95% of the market value per share of the valued unrestricted
shares of AVEMCO Corp., is determined in good faith by or at the direction of
the Trustees. The Trust may not invest more than 15% of its net assets in
investments which are not readily marketable.
<PAGE>

INDEPENDENT AUDITORS' REPORT

To the Trustees and Shareholders of Century Shares Trust:

We have audited the accompanying statement of assets and liabilities,
including the portfolio of investments, of Century Shares Trust as of December
31, 1995, the related statement of operations for the year then ended, the
statement of changes in net assets for the years ended December 31, 1995 and
1994, and the financial highlights for each of the years in the five-year
period ended December 31, 1995. These financial statements and financial
highlights are the responsibility of the Trust's management. Our
responsibility is to express an opinion on these financial statements and
financial highlights based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements and
financial highlights are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. Our procedures included confirmation of the
securities owned as of December 31, 1995 by correspondence with the custodian
and brokers. An audit also includes assessing the accounting principles used
and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, such financial statements and financial highlights present
fairly, in all material respects, the financial position of Century Shares
Trust at December 31, 1995, the results of its operations, the changes in its
net assets, and its financial highlights for the respective stated periods in
conformity with generally accepted accounting principles.

DELOITTE & TOUCHE LLP

Boston, Massachusetts
January 19, 1996