CENTURY SHARES TRUST, 485BPOS, 1997-04-28

CENTURY SHARES TRUST
485BPOS, 1997-04-28

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<PAGE>

Registration No. 2-11466

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 X

Pre-Effective Amendment No. ___

Post-Effective Amendment No. 70 X

and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 X

Amendment No. 20

(Check appropriate box or boxes.)

CENTURY SHARES TRUST
(Exact Name of Registrant as Specified in Charter)

One Liberty Square, Boston, Massachusetts 02109
(Address of Principal Executive Offices) (Zip Code)

Registrant's Telephone Number, including Area Code (617) 482-3060

Richard F. Cook, Jr., Secretary
One Liberty Square, Boston, Massachusetts 02109
(Name and Address of Agent for Service)

Approximate Date of Proposed Public Offering April 30, 1997

It is proposed that this filing will become effective (check appropriate box)

_____ immediately upon filing pursuant to paragraph (b)
__X__ on April 30, 1997, pursuant to paragraph (b)
_____ 60 days after filing pursuant to paragraph (a)(1)
_____ on [date], pursuant to paragraph (a)(1)
_____ 75 days after filing pursuant to paragraph (a)(2)
_____ on [date] pursuant to paragraph (a)(2) of Rule 485

If appropriate, check the following box:

_____ This post-effective amendment designates a new effective date for a
previously filed post-effective amendment.

CALCULATION OF REGISTRATION FEE UNDER THE SECURITIES ACT OF 1933

The Issuer has registered an indefinite number of shares of securities under
the Securities Act of 1933 pursuant to Rule 24f-2, and on February 24, 1997, the
Rule 24f-2 Notice for the Issuer's fiscal year ended December 31, 1996, was
filed.

<PAGE>
CENTURY SHARES TRUST
Cross Reference Sheet

Item No. of Form N-1A Location in Prospectus or SAI

Part A

1 Front Cover
2 Highlights of the Trust
3 Supplementary Information
4 Highlights of the Trust; Investment
Objective & Policies
5 Management of the Trust (P); Shareholder
Services; Highlights of the Trust;
Back Cover
5A Not Applicable [in Annual Report]
6 Shares; Highlights of the Trust;
Dividends; Capital Gain Distributions
and Tax Status
7 How Net Asset Value is Determined;
How to Invest; Shareholder Services;
Tax-Sheltered Retirement Plan
8 How to Withdraw your Investment
9 Not Applicable

Part B

10 Cover Page of SAI
11 Cover Page of SAI
12 Not Applicable
13 Investment Restrictions
14 Management of the Trust (SAI)
15 Management of the Trust (SAI)
16 Management of the Trust (P & SAI);
Other Information
17 Other Information
18 Not Applicable
19 How to Invest; How Net Asset Value is
Determined
20 Dividends, Capital Gain Distributions
and Tax Status
21 Not Applicable
22 Investment Performance Information
23 Financial Statements

Part C Information required to be included in Part C is set forth
under the respective numbered item in Part C of this
Registration Statement.
<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, 1997

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, 1997, 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 . . . . . . . . . . . . . . . . . . . . . . . 5
Supplementary Information . . . . . . . . . . . . . . . . . . . . . . 9
Investment Objective and Policies . . . . . . . . . . . . . . . . . . 10
How to Invest; By Telephone; Through Brokers; By Wire . . . . . . . . 13
Shareholder Services . . . . . . . . . . . . . . . . . . . . . . . . 15
Tax-Sheltered Retirement Plan . . . . . . . . . . . . . . . . . . . . 17
How to Withdraw Your Investment . . . . . . . . . . . . . . . . . . . 18
Dividends, Capital Gain Distributions and Tax Status. . . . . . . . . 21
Management of the Trust . . . . . . . . . . . . . . . . . . . . . . . 23
Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
How Net Asset Value is Determined . . . . . . . . . . . . . . . . . . 28
Record of Investment Results . . . . . . . . . . . . . . . . . . . . 29

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

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 1, 1997, the Trust had approximately
11,540 individual and institutional shareholders.

INVESTMENT OBJECTIVE & 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. 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 INITIAL 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:

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 INVESTMENT:
Shares may be redeemed at any time at net asset value. The Trustees are
authorized to reduce the redemption price by up to one percent, but have never
done so. See Page 18.

WHAT HAS BEEN THE TRUST'S RECORD?
During the 10-year period ended December 31, 1996, the value of an
investment in Century Shares Trust rose 251.9% for shareholders who accepted
capital gain distributions and income dividends in additional shares. The table
on Page 31 provides details for the period cited including annual fluctuations
in value. During the one, five and ten year periods ended on December 31, 1996,
the average annual total return on an investment in the Trust was 17.16%,
14.01%, and 13.41%, respectively. See Page 32.

INDIVIDUAL RETIREMENT ACCOUNTS:
Century Shares Trust offers investors an Individual 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 None
(as a % of offering price)

Maximum Sales Load Imposed on Reinvested None
Dividends (as a % of offering price)

Deferred Sales Load (as a % of original None
purchase price or redemption proceeds,
as applicable)

Redemption Fees (as a % of amount redeemed, None*
after waiver)

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 18.

Annual Fund Operating Expenses
(as a % of average net assets)

Management Fees 0.69%
12b-1 Fees 0%
Other Expenses 0.18%
Total Fund Operating Expenses 0.87%

Example
You would pay the following 1 year 3 years 5 years 10 years
expenses on a $1,000 investment,
assuming (1) 5% annual
return and (2) redemption at
the end of each time period: $9 $28 $48 $107

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.

SUPPLEMENTARY INFORMATION

FINANCIAL HIGHLIGHTS
These 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.

Year Ended December 31,
----------------------------------------------------------------------
1996 1995 1994 1993 1992
<S> <C> <C> <C> <C> <C>
Net Asset Value,
beginning of year ............ $28.07 $21.77 $24.04 $25.68 $21.03
------ ------ ------ ------ ------
Income from Investment
Operations:
Net investment income ....... $ .46 $ .41 $ .44 $ .43 $ .48
Net realized and unrealized
gain (loss) on investments 4.34 7.22 (1.38) (0.52) 5.15
------ ------ ------ ------ ------
Total income (loss) from
investment operations . $ 4.80 $ 7.63 $(0.94) $(0.09) $ 5.63
------ ------ ------ ------ ------
Less Distributions:
From net investment income .. $ (.46) $ (.41) $ (.45) $ (.45) $ (.42)
From net realized gain (loss)
on investment transactions (1.11) (.92) (.88) (1.10) (.56)
Total distributions ..... $(1.57) $(1.33) $(1.33) $(1.55) $ (.98)
------ ------ ------ ------ ------
Net Asset Value, end of year ... $31.30 $28.07 $21.77 $24.04 $25.68
====== ====== ====== ====== ======
Total Return ................... 17.2% 35.2% (3.9%) (0.4%) 27.0%
Ratios/Supplemental Data:
Net assets, end of year
(000 omitted) ............. $270,781 $267,181 $205,904 $242,781 $260,265
Ratio of expenses to average
net assets ................ 0.87% 0.94% 1.01% 0.82% 0.84%
Ratio of net investment income
to average net assets ..... 1.58% 1.60% 1.93% 1.72% 1.84%
Portfolio Turnover Rate ........ 3% 5% 2% 19% 5%
Average Commission Rate Paid ... $.0400

<CAPTION>
Year Ended December 31,
----------------------------------------------------------------------
1991 1990 1989 1988 1987
<S> <C> <C> <C> <C> <C>
Net Asset Value,
beginning of year ............ $16.82 $19.42 $14.62 $14.76 $18.30
------ ------ ------ ------ ------
Income from Investment
Operations:
Net investment income ....... $ .44 $ .52 $ .49 $ .56 $ .50
Net realized and unrealized
gain (loss) on investments 4.81 (2.03) 5.52 1.74 (1.93)
------ ------ ------ ------ ------
Total income (loss) from
investment operations . $ 5.25 $(1.51) $ 6.01 $ 2.30 $(1.43)
------ ------ ------ ------ ------
Less Distributions:
From net investment income .. $ (.47) $ (.51) $ (.50) $ (.54) $ (.50)
From net realized gain (loss)
on investment transactions (.57) (.58) (.71)
Total distributions ..... $(1.04) $(1.09) $(1.21) $(2.44) $(2.11)
------ ------ ------ ------ ------
Net Asset Value, end of year ... $21.03 $16.82 $19.42 $14.62 $14.76
====== ====== ====== ====== ======
Total Return ................... 31.5% (7.8%) 41.6% 15.7% (0.8%)
Ratios/Supplemental Data:
Net assets, end of year
(000 omitted) ............. $157,942 $130,098 $150,461 $110,426 $109,378
Ratio of expenses to average
net assets ................ 0.95% 1.03% 0.94% 0.87% 0.81%
Ratio of net investment income
to average net assets ..... 2.28% 2.82% 2.78% 3.45% 2.60%
Portfolio Turnover Rate ........ 0% 3% 3% 3% 2%
Average Commission Rate Paid ...
</TABLE>

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.

A 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 92% 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 7%.

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 ad
versely 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 indebted ness 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 By Courier or Hand

Century Shares Trust Boston Financial Data Services
P.O. Box 8329 Attn: Century Shares Trust
Boston, MA 02266-8329 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., acts 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 regular 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, 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 distri- butions 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 instruction 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 dayswritten
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 regular 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, 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 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 $500 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 69% of the net asset value of the shares of
the Trust as of December 31, 1996, 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 1996 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, President & 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 three limited partnerships with net asset values at March
31, 1997, of approximately $117 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
year ended December 31, 1996, the Trust paid the Adviser a total fee of
$1,756,532.

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.

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 continues indefinitely, 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
- ------- -------- ----- -------- -----
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 6.0
1984-94 12.1 6.0 9.9 5.8
1985-95 11.6 8.6 10.0 5.7
1986-96 10.4 10.3 9.3 6.1

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 1, 1997, approximately 9,800 of the Trust's shareholders
reinvested all distributions, the following table summarizes results on this
basis for the ten-year period ended December 31, 1996.

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>

1986 1.000 $ 18.30 --- --- $ 18.30 ---
1987 1.140 14.76 1.63 0.44 16.83 -8.0%
1988 1.332 14.62 3.86 0.99 19.47 15.7%
1989 1.420 19.42 6.12 2.04 27.58 41.6%
1990 1.511 16.82 6.15 2.44 25.42 -7.8%
1991 1.590 21.03 8.58 3.82 33.43 31.5%
1992 1.653 25.68 11.38 5.38 42.45 27.0%
1993 1.759 24.04 12.51 5.75 42.30 -0.4%
1994 1.867 21.77 12.91 5.97 40.65 -3.9%
1995 1.958 28.07 18.38 8.51 54.97 35.2%
1996 2.058 31.30 22.68 10.42 64.40 17.2%

10-year increase 251.9%
</TABLE>

The value of shares accepted at the time reinvestment occurred was $14.84 for
capital gains and $7.13 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 $4.71, 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, 1996 17.16%
Five Years Ended December 31, 1996 14.01%
Ten Years Ended December 31, 1996 13.41%

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, 1997

This Statement of Additional Information supplements the Prospectus for the
Trust dated April 30, 1997, 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 . . . . . . . . . . . . . . . . . . . . . 35
Duration of the Trust . . . . . . . . . . . . . . . . . . . . . . 37
Management of the Trust . . . . . . . . . . . . . . . . . . . . . 38
Execution of Portfolio Transactions . . . . . . . . . . . . . . . 40
Investment Performance Information . . . . . . . . . . . . . . . 41
Other Information . . . . . . . . . . . . . . . . . . . . . . . . 43
Computation of Total Offering Price Per Unit . . . . . . . . . . 44
Financial Statements . . . . . . . . . . . . . . . . . . . . . . 45

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

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 pur chase 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 net 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) Principal Occupation(s)
and Age Held with Trust During Past 5 Years (a)
------- --------------- -----------------------

<S> <C> <C>
William O. Bailey Trustee Terra Nova (Bermuda) Holdings Ltd.
7 Victoria Street Chairman, President & CEO (Insurance Holding Co.)
Hamilton Bermuda MBIA, Inc., Director and Former
Age: 70 CEO (Insurance Co.)
Business Men's Assurance Co. of
America, Director

John E. Beard Trustee Ropes & Gray, Partner (Attorneys)
One International Place
Boston, Massachusetts
Age: 64

William W. Dyer, Jr.*(a) Trustee Century Capital Management, Inc.
One Liberty Square (Prior to July, Vice President and Director
Boston, Massachusetts 1994, also CCP Capital, Inc., Vice President
Age: 62 Vice President) and 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 Century Capital Management, Inc.
One Liberty Square Trustees (Prior to President and Director
Boston, Massachusetts July, 1994, also CCP Capital, Inc., President and
Age: 63 President and (Director (Management Services)
Managing Trustee) 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: 66

Richard F. Cook, Jr. (a) Secretary Century Capital Management, Inc.
One Liberty Square Vice President, Treasurer, Clerk
Boston, Massachusetts and Director
Age: 46 CCP Capital, Inc., Vice President,

Treasurer, 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, 1996, the following persons
received the indicated amounts from the Trust:

Pension or
Retirement Total
Name of Aggregate Benefits Accrued Compensation
Person, Compensation as Part of From Trust
Position From Trust Trust Expenses(a) Paid to Trustees
- -------- ---------- ----------------- ----------------

William O. Bailey, $16,500 N/A $16,500
Trustee

John E. Beard, $16,500 N/A $16,500
Trustee

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

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

Ernest E. Monrad, $16,500 N/A $16,500
Trustee

(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, 1997, the Trustees and officers as a group owned less than 1%
of the outstanding shares of the Trust. As of April 24, 1997, 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 5.1% 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 24,
1997, CUDD & Co., c/o Chase Manhattan Bank NA, 1211 Sixth Avenue, New York, NY,
10036-8701 is the record owner of an account with a share balance equal to
approximately 6.4% 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.

During the years 1996, 1995 and 1994, brokerage commissions were $12,804,
$28,585 and $35,342, respectively. The decrease in commissions in 1996 compared
to the two prior years was due to a relatively lower amount of transactions
requiring brokerage payments.

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, 1996 17.16%
Five Years Ending December 31, 1996 14.01%
Ten Years Ending December 31, 1996 13.41%

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, 1996, is contained in
the Financial Statements set forth below.

<PAGE>

Financial Statements

================================================================================

PORTFOLIO OF INVESTMENTS -- December 31, 1996

COMMON STOCKS: INSURANCE COMPANIES -- 91.7%

SHARES VALUE
------ -----
50,000 AFLAC Inc. ........................................... $ 2,137,500
60,000 American General Corp. ............................... 2,452,500
225,000 American Heritage Life Investment Corp. .............. 5,906,250
210,000 American International Group, Inc. ................... 22,732,500
345,000 AON Corp. ............................................ 21,433,125
280,000 The Chubb Corp. ...................................... 15,050,000
253,575 Cincinnati Financial Corp. ........................... 16,450,678
120,000 General Re Corp. ..................................... 18,930,000
75,000 Marsh & McLennan Companies ........................... 7,800,000
195,000 MBIA, Inc. ........................................... 19,743,750
180,000 Mercury General Corp. ................................ 9,450,000
285,000 Ohio Casualty Corp. .................................. 10,117,500
300,000 The Progressive Corp. ................................ 20,212,500
170,000 Protective Life Corp. ................................ 6,778,750
165,000 Providian Corp. ...................................... 8,476,875
380,000 SAFECO Corp. ......................................... 14,986,250
250,000 St. Paul Companies, Inc. ............................. 14,656,250
265,000 Torchmark Corp. ...................................... 13,382,500
100,000 UNUM Corp. ........................................... 7,225,000
250,000 USF&G Corp. .......................................... 5,218,750
150,000 USLIFE Corp. ......................................... 4,987,500
------------
248,128,178
------------
COMMON STOCKS: BANKING INSTITUTIONS -- 7.1%
50,000 Banc One Corp. ....................................... 2,150,000
100,000 J.P. Morgan & Co., Inc. .............................. 9,762,500
130,000 Wachovia Corp. ....................................... 7,345,000
------------
19,257,500
------------
TOTAL INVESTMENTS IN COMMON STOCKS -- 98.8%
(Identified cost, $79,230,442) ............................... 267,385,678
------------
FIXED INCOME -- 0.4%
U.S. Treasury Note, 5.625%, due 8/31/97 ...................... 998,437
------------
TOTAL FIXED INCOME (Identified cost, $1,030,625) ............... 998,437
------------
CASH EQUIVALENTS -- 0.8%
State Street Bank and Trust Eurodollar Time Deposit, at cost
approximating value, maturity 1/2/97 2,261,000
------------
TOTAL INVESTMENTS -- 100% (Identified cost, $82,522,067) ....... $270,645,115
============
See notes to financial statements.

================================================================================
<PAGE>
================================================================================
<TABLE>
FINANCIAL STATEMENTS

STATEMENT OF ASSETS AND LIABILITIES -- December 31, 1996
- -----------------------------------------------------------------------------------------------
<S> <C> <C>
ASSETS:
Investments, at value (Note 1A) (Identified cost, $82,522,067) .............. $270,645,115
Dividends and interest receivable ........................................... 547,968
Receivable for Trust shares sold ............................................ 39,267
Prepaid expenses ............................................................ 10,795
-----------
Total assets ........................................................ 271,243,145
LIABILITIES:
Payable for investments purchased ................................ $177,500
Payable for Trust shares repurchased ............................. 65,239
Accrued investment adviser fee (Note 5) .......................... 150,836
Accrued expenses and other liabilities ........................... 68,125
--------
Total liabilities ................................................... 461,700
-----------
NET ASSETS (Note 3) ......................................................... $270,781,445
============
Per share net asset value, offering price and redemption price
($270,781,445 / 8,652,111 shares of $1.00 par value capital stock
outstanding) (Note 2) ................................................... $31.30
======

<CAPTION>
STATEMENT OF OPERATIONS -- Year Ended December 31, 1996
- ----------------------------------------------------------------------------------------------
<S> <C> <C>
INVESTMENT INCOME:
Income:
Dividends ................................................................. $ 5,677,587
Interest .................................................................. 540,741
-----------
Total income .......................................................... 6,218,328
Expenses:
Investment adviser fee ........................................ $1,756,532
Non-interested trustees' remuneration (Note 5) ................ 49,500
Transfer agent ................................................ 149,798
Custodian ..................................................... 47,009
Insurance ..................................................... 22,088
Audit ......................................................... 52,702
Legal ......................................................... 21,646
Registration costs ............................................ 44,929
Printing and other ............................................ 61,944
----------
Total expenses ........................................................ 2,206,148
-----------
Net investment income ............................................. 4,012,180
-----------
REALIZED AND UNREALIZED GAIN ON INVESTMENTS:
Net realized gain from investment transactions .............................. 9,627,266
Increase in net unrealized appreciation of investments ...................... 26,491,322
-----------
Net realized and unrealized gain on investments ................... 36,118,588
-----------
Net increase in net assets resulting from operations .......................... $40,130,768
===========
</TABLE>
See notes to financial statements.

================================================================================
<PAGE>
================================================================================
<TABLE>
<CAPTION>
STATEMENT OF CHANGES IN NET ASSETS
- ----------------------------------------------------------------------------------------------------------
YEAR ENDED DECEMBER 31,
-------------------------------------
1996 1995
-------------- -------------
<S> <C> <C>
INCREASE (DECREASE) IN NET ASSETS:
Operations:
Net investment income .................................. $ 4,012,180 $ 3,656,236
Net realized gain on investment transactions ........... 9,627,266 8,638,210
Increase in net unrealized appreciation of investments . 26,491,322 56,383,215
------------ ------------
Net increase in net assets resulting from operations ... 40,130,768 68,677,661
Net equalization (Note 1C) ............................... (88,887) (16,684)
Distributions to shareholders from:
Net investment income .................................. (3,903,632) (3,698,990)
Realized gain from investment transactions ............. (9,336,444) (8,521,998)
Trust share transactions -- net (Note 2) ................. (23,201,195) 4,837,054
------------ ------------
Total increase ............................... 3,600,610 61,277,043
NET ASSETS:
At beginning of year ................................... 267,180,835 205,903,792
------------ ------------
At end of year (including accumulated distributions in
excess of net investment income of $323,276 and
$234,389, respectively) .............................. $270,781,445 $267,180,835
============ ============
<CAPTION>
FINANCIAL HIGHLIGHTS
- ------------------------------------------------------------------------------------------------------------------
YEAR ENDED DECEMBER 31,
--------------------------------------------------------------------------
1996 1995 1994 1993 1992
------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C>
NET ASSET VALUE, beginning of year $28.07 $21.77 $24.04 $25.68 $21.03
------ ------ ------ ------ ------
INCOME FROM INVESTMENT OPERATIONS:
Net investment income ........... $ 0.46 $ 0.41 $ 0.44 $ 0.43 $ 0.48
Net realized and unrealized gain
(loss) on investments ......... 4.34 7.22 (1.38) (0.52) 5.15
------ ------ ------ ------ ------
Total income from investment
operations ................ $ 4.80 $ 7.63 $(0.94) $(0.09) $ 5.63
------ ------ ------ ------ ------
LESS DISTRIBUTIONS FROM:
Net investment income ........... $(0.46) $(0.41) $(0.45) $(0.45) $(0.42)
Net realized gain on investment
transactions .................. (1.11) (0.92) (0.88) (1.10) (0.56)
------ ------ ------ ------ ------
Total distributions ......... $(1.57) $(1.33) $(1.33) $(1.55) $(0.98)
------ ------ ------ ------ ------
NET ASSET VALUE, end of year ...... $31.30 $28.07 $21.77 $24.04 $25.68
====== ====== ====== ====== ======
TOTAL RETURN ...................... 17.2% 35.2% (3.9)% (0.4)% 27.0%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of year (000
omitted) ...................... $270,781 $267,181 $205,904 $242,781 $260,265
Ratio of expenses to average net
assets ........................ 0.82% 0.94% 1.01% 0.82% 0.84%
Ratio of net investment income to
average net assets ............ 1.49% 1.60% 1.93% 1.72% 1.84%
PORTFOLIO TURNOVER RATE ........... 3% 5% 2% 19% 5%
AVERAGE COMMISSION RATE PAID ...... $.0400
</TABLE>
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. In preparing the Financial Statements in
conformity with generally accepted accounting principles, management uses
estimates in determining the reported amounts of assets, liabilities, revenues
and expenses. Actual amounts could differ from those estimates.

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, 1996, 8,652,111 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, 1996 DECEMBER 31, 1995
---------------------------- ----------------------------------
SHARES AMOUNT SHARES AMOUNT
---------- ------------ ---------- -----------
<S> <C> <C> <C> <C>
Sold .............................. 699,331 $ 20,345,429 1,797,676 $47,919,634
Issued to shareholders in
reinvestment of distributions
from:
Net investment income ........... 88,021 2,669,827 96,658 2,568,585
Realized gain on investment
transactions ...................... 242,250 7,684,171 257,855 7,237,989

---------- ------------ ---------- -----------
1,029,602 30,699,427 2,152,189 57,726,208
Repurchased ....................... (1,896,822) (53,900,622) (2,093,096) (52,889,154)
---------- ------------ ---------- -----------
Net increase (decrease) ....... (867,220) $(23,201,195) 59,093 $ 4,837,054
========== ============ ========== ===========

<CAPTION>
(3) SOURCES OF NET ASSETS -- At December 31, 1996, net assets consisted of:
<S> <C>
Capital paid-in ........................................................................ $ 83,069,913
Accumulated distributions in excess of net investment income ........................... (323,276)
Accumulated distributions in excess of net realized gains on investment transactions ... (88,240)
Unrealized appreciation in value of investments ........................................ 188,123,048
------------
Net assets applicable to outstanding capital stock ................................. $270,781,445
============
</TABLE>

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, 1996 was to increase distributions in excess of net
investment income by $108,548, increase accumulated distributions in excess of
net realized gains by $92,246, and increase capital paid-in by $200,794. 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.

(4) INVESTMENT SECURITY TRANSACTIONS -- Other than U.S. Government obligations
and certificates of deposit, purchases and sales of investment securities
aggregated $6,705,559 and $28,702,232, respectively, during the year ended
December 31, 1996. At December 31, 1996, the cost of investments for federal
tax purposes was $82,610,307. Net unrealized appreciation for all securities
at that date was $188,034,808. This consisted of aggregate gross unrealized
appreciation for all securities in which there was an excess of market value
over tax cost of $188,066,996 and aggregate gross unrealized depreciation for
all securities in which there was an excess tax cost over market value of
$32,188.

(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, 1996, the fee amounted to $1,756,532. Officers and
Trustees of the Trust who are employed by CCM receive remuneration for their
services out of such investment adviser fee.

<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, 1996, the related statement of operations for the year then ended, the
statement of changes in net assets for the years ended December 31, 1996 and
1995, and the financial highlights for each of the years in the five-year
period ended December 31, 1996. 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, 1996 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, 1996, 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 17, 1997

================================================================================

<PAGE>

PART C. OTHER INFORMATION
Item 24. Financial Statements and Exhibits

(a) Financial Statements

The following financial statements and accompanying independent
auditors' report are included in Part B:

As at December 31, 1996
Portfolio of Investments
Statement of Assets and Liabilities
For Year Ended December 31, 1996
Statement of Operations
For Years Ended December 31, 1996 and 1995
Statement of Changes in Net Assets
Financial Highlights, Each of the Five Years
in the Period Ended December 31, 1996
Notes to Financial Statements
Independent Auditors' Report

(b) Exhibits

(1) Copy of Declaration of Trust as amended to July 1, 1994,
filed as Exhibit 1 with the Sixty-Eighth Post-Effective
Amendment to Registration Statement No. 2-11466 is
incorporated herein by reference.

(2) None.

(3) None.

(4) Copy of specimen certificate filed as Exhibit 4 with
the Sixty-Sixth Post-Effective Amendment to
Registration Statement No. 2-11466 is incorporated
herein by reference.

(5) Copy of Investment Advisory and Management Services
Agreement between Century Shares Trust and Century
Capital Management, Inc., effective July 1, 1994,
filed as Exhibit 5 with the Sixty-Seventh Post-Effective
Amendment to Registration Statement No. 2-11466 is
incorporated herein by reference.

(6) Not applicable.

(7) Not applicable.

(8) Copy of the Custodian Contract, dated as of November
1, 1993, between State Street Bank and Trust Company
and the Trust filed as Exhibit 8 with the Sixty-Sixth
Post-Effective Amendment to Registration Statement
No. 2-11466 is incorporated herein by reference.

(9) Copy of the Transfer Agency and Service Agreement,
dated as of November 1, 1993, between State Street
Bank and Trust Company and the Trust filed as Exhibit
9 with the Sixty-Sixth Post-Effective Amendment to
Registration Statement No. 2-11466 is incorporated
herein by reference.

(10) Opinion of counsel as to legality of shares being
registered and consent to the use thereof provided
annually with the Rule 24f-2 Notice filed by the
Registrant, the most recent of which was filed on
February 24, 1997.

(11) Written consent of certified public accountants filed
herewith as Exhibit 11.

(12) None.

(13) Not applicable.

(14) Copy of Individual Retirement Custodial Account
documents filed as Exhibit 14 with the Sixty-Sixth
Post-Effective Amendment to Registration Statement
No. 2-11466 is incorporated herein by reference.
Copy of a supplement to such documents is filed
herewith as Exhibit 14.

(15) None.

(16) Schedule for computation of performance quotations
filed herewith as Exhibit 16.

(17) A Financial Data Schedule meeting the requirements
of Rule 483 is filed herewith as Exhibit 17.

(18) Not applicable.

Item 25. Persons Controlled by or Under Common Control with Registrant

There are no persons controlled by the Trust. The
following persons may be deemed to be under common
control with the Trust as a result of direct or
indirect control by shareholders of Century Capital
Management, Inc., the investment adviser to the Trust.

State of
Person Organization Basis of Control

Century Capital Management, Inc. MA Ownership of +25% of voting
stock of each of Allan W.
Fulkerson and William W.
Dyer, Jr.

CCM Ventures, L.P. DE Century Capital Management,
Inc. is the general partner.

CCP Capital, Inc. MA Ownership of +25% of voting
stock by each of Messrs.
Fulkerson and Dyer

Massachusetts Fiduciary MA Ownership of +25% of voting
Advisors, Inc. stock by Mr. Fulkerson

MFA-MASTERS Limited Partnership MA The general partner is
Massachusetts Fiduciary
Advisors, Inc.

ISF Limited Partnership MD Century Capital Management,
Inc. is the general partner
of a general partner, and
the investment adviser

Century Capital Partners, L.P. DE CCP Capital, Inc. is the
general partner and Century
Capital Management, Inc. is
the investment adviser

Century Management of MD Century Capital Management,
Maryland LLC Inc. and Mr. Fulkerson are
the members

Item 26. Number of Holders of Securities

(1) (2)
Number of Record
Title of Class Holders
-------------- -------

Capital stock 11,493 as of
$1.00 par value April 18, 1997

Item 27. Indemnification

Paragraphs 7 and 12 of the Registrant's Declaration of Trust read
as follows:

"7. The Trustees and officers shall not be liable for anything
done or omitted by them in good faith, and each of them shall be answerable and
accountable only for his own acts, receipts, neglects, and willful defaults, and
not for those of the others or of any agent employed by them, nor for the acts,
receipts, neglects, willful defaults or solvency of any bank, trust company, or
other person with whom or into whose hands any moneys or securities may be
deposited or come, nor for any defect in title of any property acquired, nor for
making or retaining any investment nor for any loss unless it shall happen
through his own willful default, and they shall be entitled to indemnity out of
the trust premises against any liability incurred in the execution of the terms
or provisions hereof. The Trustees and officers shall be entitled to advice of
counsel at the expense of the Trust and shall not be liable for any action taken
or omitted in good faith on the advice of counsel. And no Trustee however
appointed shall be obliged to give any bond or surety or other security for the
performance of any of his duties in the said trusts, but no person shall be
appointed to fill any vacancy in the Board of Trustees unless he shall have
agreed in writing to be bound in all respects by the Declaration of Trust as it
may from time to time be amended, to the same extent as if he had been a Trustee
at the date of the execution hereof. Noth-ing herein shall protect any Trustee
or officer against any liability to the Trust or to its shareholders to which he
would otherwise be subject by reason of willful malfeasance, bad faith, gross
negligence, or by reckless disregard of the duties involved in the conduct of
his office."

"Limitations of Liability of Shareholders, Trustees and Others; Indemnification

12. (a) No Shareholder shall be subject to any personal liability
to any person whatsoever in connection with trust property or the acts,
obligations or affairs of the Trust, unless the Shareholder's actions shall have
created or contributed to the creation of such liability, as determined by the
Trustees consistent with applicable law. No Trustee, officer, employee or agent
of the Trust shall be subject to any personal liability to any person in
connection with trust property or the affairs of the Trust, save only that
arising from willful misfeasance, bad faith, gross negligence or reckless
disregard of the duties involved in the conduct of his office and all such
persons shall look solely to the trust property for satisfaction of claims of
any nature arising in connection with the affairs of the Trust.

(b) No Trustee, officer, employee or agent of the Trust, and no investment
adviser, administrator, custodian, transfer agent or other provider of services
to the Trust, shall be liable to the Trust, its Shareholders, or to any
Shareholder, Trustee, officer, employee or agent for any action or failure to
act (including the failure to compel in any way any former or acting Trustee to
redress any breach of trust), except upon a showing of bad faith, willful
misfeasance, gross negligence or reckless disregard of duties.

(c) Every person who is or was a Trustee, officer or employee of the Trust
and, if the Trustees in their discretion so resolve consistent with the
provisions of the Investment Company Act of 1940, any person rendering or having
rendered investment advisory, management, administrative or other services to
the Trustees or the Trust and every officer, director, trustee, shareholder,
employee and agent of any such person (each such person hereinafter referred to
as a "Covered Person") shall have a right to be indemnified by the Trust against
all liability and reasonable expenses incurred by him in connection with or
resulting from any claim, action, suit or proceeding in which he is or may
become involved as a party or otherwise by reason of his being or having been a
Covered Person, provided (1) said claim, action, suit or proceeding shall be
prosecuted to a final determination and he shall be vindicated on the merits,
(2) in the absence of such final determination vindicating him on the merits, it
shall be determined by the Trustees or counsel, as below provided, that he acted
in good faith and in a manner he reasonably believed to be in, or not opposed
to, the best interests of the Trust and that such indemnification is in the best
interests of the Trust and, with respect to any criminal action or proceeding,
he had no reasonable cause to believe his conduct was unlawful; said
determination be made either by the Trustees by a majority vote of a quorum
consisting of disinterested Trustees, or, if such quorum is not obtainable or if
a quorum of disinterested Trustees so directs, by independent legal counsel in a
written opinion, in either case based upon a review of readily available facts
(as opposed to a full trial-type inquiry).

For purposes of the preceding paragraph:

(1) "liability and reasonable expenses" shall include, but not be limited
to, reasonable counsel fees and disbursements, amounts of any judgment, fine or
penalty, and reasonable amounts paid in settlement; (2) "claim, action suit or
proceeding" shall include every such claim, action suit or proceeding, whether
civil or criminal, derivative or otherwise, administrative, judicial, or
investigative and any appeal relating thereto, and shall include any reasonable
apprehension or threat of such a claim, action, suit or proceeding; (3) a
settlement, plea of nolo contendere, consent judgment, adverse civil judgment,
or conviction shall not of itself create a presumption that the conduct of the
person seeking indemnification did not meet the standard of conduct set forth in
the preceding paragraph.

Notwithstanding the foregoing, the following additional limitations shall
apply with respect to any action by or in the right of the Trust; (1) no
indemnification shall be made in respect of any claim, issue or matter as to
which the Covered Person shall have been adjudged to be liable for gross
negligence or misconduct in the performance of his duty to the Trust unless the
court which made such a finding or any other court of equity in the county where
the Trust has its principal office determines that, despite the adjudication of
liability, such Covered Person is fairly and reasonably entitled to indemnity
for some or all of his expenses; and (2) indemnification in such case shall
extend only to disbursements, and shall not include judgments or fines.

The right of indemnification shall extend to the legal representative and
heirs of any Covered Person otherwise entitled to indemnification. If a Covered
Person meets the requirements of this paragraph 12 with respect to some matters
in a claim, action, suit or proceeding, but not with respect to others, he shall
be entitled to indemnification as to the former. Expenses incurred in defending
an action, suit or proceeding may be paid by the Trust in advance of the final
disposition of such action, suit or proceeding as authorized by the Trustees in
the specific case either upon receipt of an undertaking satisfactory to the
Trustees by the Covered Person to repay such amount unless it shall ultimately
be determined that he is entitled to be indemnified by the Trust as authorized
in this paragraph, or, if the Trust is at the time of such advance insured
against losses arising by reason of the advance.

This paragraph 12 shall not exclude any other rights of indemnification or
other rights to which any Covered Person may be entitled to by contract, or as a
matter of law."

Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to Trustees, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act, and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a Trustee, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding), as asserted by such
Trustee, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

Item 28. Business and Other Connections of Investment Adviser

Century Capital Management, Inc. (the "Adviser") is the investment
adviser to three limited partnerships with net assets at March 31, 1997, of
approximately $117 million.

For the past two fiscal years, the indicated persons associated with the
Adviser have also been engaged as indicated on the attached Exhibit 28.

Item 29. Principal Underwriters

Not applicable.

Item 30. Location of Accounts and Record

All applicable accounts, books and documents
required to be maintained by Registrant by Section
31(a) of the Investment Company Act of 1940 and the
rules promulgated thereunder are in the possession
and custody of the Registrant, Century Shares Trust,
One Liberty Square, Boston, Massachusetts 02109 and/or
its custodian, State Street Bank and Trust Company
One Heritage Drive, North Quincy, Massachusetts, 02171,
and/or its principal transfer agent and dividend paying
agent, Boston Financial Data Services, Two Heritage
Drive, North Quincy, Massachusetts, 02171 and/or its
limited purpose co-transfer agent, Charles Schwab Trust
Company ("CSTC"), 101 Montgomery Street, San Francisco, CA
94104 and 320 Springside Drive, Suite 350, Akron, OH,
44333. Boston Financial Data Services, as the Trust's
principal transfer agent, maintains shareholder records
with the exception of those concerning certain
retirement plans as to which CSTC is trustee, which are
maintained by CSTC. The Registrant also maintains
portfolio trading documents and certain corporate
documents. The custodian maintains the general ledger,
supporting accounting data and all other accounts,
books and documents.

Item 31. Management Services

Not applicable.

Item 32. Undertakings

Registrant undertakes to furnish each person to whom a prospectus
is delivered with a copy of the Registrant's latest annual report
to shareholders, upon request and without charge.
<PAGE>
Exhibit 28 to Form N1-A of Century Shares Trust

<TABLE>
<CAPTION>
Position Other
Name With Adviser Associated Company Address Position

<S> <C> <C> <C> <C>
Allan W. Fulkerson President, Century Capital One Liberty Square President,
Director Management, Inc. Boston, MA Director

Massachusetts Fiduciary One Liberty Square President,
Advisors, Inc. Boston, MA Director

Century Shares Trust One Liberty Square Chairman,
Boston, MA Trustee
[Prior to July,
1994: Managing
Trustee, President]

Century Management 300 East Lombard Street Director
of Maryland LLC Suite 610A
Baltimore, MD

CCP Capital, Inc. One Liberty Square President,
Boston, MA Director

Lumber Mutual Insurance One Speen Street Director &
Company Framingham, MA Chairman of
Executive
Committee

North American Lumber One Speen Street Director &
Insurance Company Framingham, MA Chairman of
Executive
Committee

Seaco Insurance Co. One Speen Street Director &
Framingham, MA Chairman of
Executive
Committee

School, College, Wesley Street Director,
University Hamilton, Bermuda Member of
Underwriters, Ltd. Executive
Committee,
Managing
Director

Investment Management One Liberty Square Director
Publications, Inc. Boston, MA

Mutual Risk Management 69 Front Street Director
Ltd. Hamilton, Bermuda

Great Northwest 1101 W. River Street Director
Holding Co., Inc. Boise, ID

Great Northwest 1101 W. River Street Director
Insurance Company Boise, ID

Tempest Reinsurance Clarendon House Director
Company Limited Two Church Street
Hamilton, Bermuda

Terra Nova (Bermuda) 7 Victoria Street Director
Holdings, Inc. Hamilton, Bermuda

Risk Capital Holdings, Inc. 80 Field Point Road Director
Greenwich, CT

Wellington Underwriting plc 2 Minster Court Director
Mincing Lane, London

Cairnstone, Inc. 5201 Blue Lagoon Drive Director
Miami, FL

William W. Dyer, Jr. Vice President, Century Capital One Liberty Square Vice President,
Director Management, Inc. Boston, MA Director

Century Shares Trust One Liberty Square Trustee
Boston, MA [Prior to
July, 1994:
Vice President]

Century Management 300 East Lombard Street Director
of Maryland LLC Suite 610A
Baltimore, MD

CCP Capital, Inc. One Liberty Square Vice President,
Boston, MA Director

The Patriot Group, Inc. 5709 Linglestown Road Director
Harrisburg, PA

Pennsylvania Patriot 5709 Linglestown Road Director
Insurance Company Harrisburg, PA

Discover Re Managers, 30 Waterside Drive Director
Inc. Farmington, CT

Discover Reinsurance 30 Waterside Drive Director
Company Farmington, CT

Sen-Tech International 111 John Street Director
Holdings, Inc. New York, NY

Seneca Insurance 111 John Street Director
Company, Inc. New York, NY

PFG, Inc. 980 Harvest Drive Director
Blue Bell, PA

CORE Insurance Holdings, Inc. One Morningstar Dr.,N. Director
Westport, CT

American Direct Business 5 Waterside Crossing Director
Insurance Agency, Inc. Windsor, CT

Richard F. Cook, Jr. Vice President, Century Capital One Liberty Square Vice President,
Treasurer and Management, Inc. Boston, MA Treasurer
Clerk, Director and Clerk,
Director

Massachusetts Fiduciary One Liberty Square Senior V.P.,
Advisors, Inc. Boston, MA Treasurer
and Clerk
Director

Century Shares Trust One Liberty Square Secretary
Boston, MA

Century Management 300 East Lombard Street Director
of Maryland LLC Suite 610A
Baltimore, MD

CCP Capital, Inc. One Liberty Square Vice President,
Boston, MA Treasurer
and Clerk,
Director

Investment Management One Liberty Square Director
Publications, Inc. Boston, MA

The Patriot Group, Inc. 5709 Linglestown Road Director
Harrisburg, PA
Pennsylvania Patriot 5709 Linglestown Road Director
Insurance Company Harrisburg, PA

Specialty Insurance 1122 E. Lincoln Ave. Director
Service Orange, CA

Great Northwest 1101 W. River Street Director
Holding Co., Inc. Boise, ID

DPM Holdings Ltd. 6 London Street Director
London, England

Richard J. Freeman Vice President Century Capital One Liberty Square Vice President
Management, Inc. Boston, MA

CCP Capital, Inc. One Liberty Square Vice President
Boston, MA

Vista Information 5060 Shoreham Place Director
Solutions, Inc. San Diego, CA

James B. Stradtner Vice President Century Capital One Liberty Square Vice President
Management, Inc. Boston, MA

Century Management 300 East Lombard Street President
of Maryland LLC Suite 610A
Baltimore, MD

Alex. Brown & Sons Baltimore, MD Director

Acordia, Inc. Indianapolis,IN Director

Kentucky Home Mutual Louisville, KY Director
Insurance Co.

Montgomery Mutual Sandy Spring, MD Director
Insurance Co.

Mutual Assurance Co. Philadelphia, PA Director
</TABLE>

<PAGE>

SIGNATURES

Registrant hereby certifies that this Seventieth Post-Effective
Amendment to Registration Statement No. 2-11466 meets all the requirements for
effectiveness under Paragraph (b) of Rule 485 under the Securities Act of 1933.
Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940, the Registrant has duly caused this Seventieth
Post-Effective Amendment to Registration Statement No. 2-11466 to be signed on
its behalf by the undersigned, thereunto duly authorized, in this City of
Boston, and Commonwealth of Massachusetts on this 28th day of April, 1997.

CENTURY SHARES TRUST

By: /s/ Allan W. Fulkerson
Allan W. Fulkerson,
Chairman

Attest: /s/ Richard F. Cook, Jr.
Richard F. Cook, Jr.,
Secretary

Pursuant to the requirements of the Securities Act of 1933, this Seventieth
Post-Effective Amendment to Registration Statement No. 2-11466 has been signed
below by the following persons in the capacities and on the date indicated:

Signature Title Date
- --------- ----- ----

- --------------------- Trustee April 28, 1997
William O. Bailey

/s/ John E. Beard Trustee April 28, 1997
John E. Beard

/s/ William W. Dyer, Jr. Trustee April 28, 1997
William W. Dyer, Jr.

/s/ Allan W. Fulkerson Trustee and April 28, 1997
Allan W. Fulkerson Chairman

/s/ Ernest E. Monrad Trustee April 28, 1997
Ernest E. Monrad

<PAGE>
INDEX TO EXHIBITS

EXHIBIT NO. DESCRIPTION OF EXHIBIT PAGE NO.
- ----------- ---------------------- --------

11 Independent Auditors' Consent

14 Supplement to Individual Retirement
Custodial Account

16 Schedule for Computation of
Performance Quotations

17 Financial Data Schedule

<PAGE>
EXHIBIT 99.11

INDEPENDENT AUDITORS' CONSENT

We consent to the use in Post-Effective Amendment No. 70 to Registration
Statement No. 2-11466 of Century Shares Trust of our report dated January 17,
1997, appearing in the Statement of Additional Information and to the reference
to us under the heading "Financial Highlights" appearing in the Prospectus,
which also is a part of such Registration Statement.

/s/ Deloitte & Touche LLP
Deloitte & Touche LLP

Boston, Massachusetts
April 28, 1997

<PAGE>
CENTURY SHARES TRUST

REGULAR MAIL: ORGANIZED 1928 OVERNIGHT DELIVERY:
P.O. Box 8329 TELEPHONE (800)303-1928 C/O BOSTON FINANCIAL
BOSTON, MA 02266-8329 DATA SERVICES
TWO HERITAGE DRIVE
NORTH QUINCY, MA 02171
Dear IRA Owner:

Last summer, new laws were enacted that make changes to the rules
governing your Century Shares Trust IRA. These changes, which are effective
starting January 1, 1997, are summarized below. Please keep this summary with
your IRA disclosure statement (the pamphlet describing the rules governing your
IRA that you received when you set up your IRA). If you have questions, please
call shareholder services at (800)303-1928.

1. Married IRA Owners - New Contribution Limits

Under the old rules, for a married couple with only one spouse
earning compensation, each spouse could have any IRA, but the annual
contributions to both IRAs were limited to $2,250.

Under the new rules, if you are married (filing jointly) and
each spouse establishes an IRA, each spouse may contribute up to $2,000 annually
to his or her IRA as long as the combined compensation of both spouses for the
year (as shown on your joint income tax return) is at least $4,000. If the
combined compensation of both spouses is less than $4,000, then the higher
compensated spouse's IRA contribution may be any amount up to that spouse's
compensation, or $2,000 if less. The lower compensated spouse's IRA contribution
may be any amount up to that spouse's compensation plus any amount by which the
higher compensated spouse's compensation exceeds the higher compensated spouse's
IRA contribution.

2. IRA Withdrawals - New Penalty-Free Withdrawals

Most withdrawals from an IRA before age 59 1/2 are subject to a
10% penalty tax in addition to regular income taxes. In certain situations,
withdrawals before age 59 1/2 are not subject to the 10% penalty. The new rules
add situations in which the penalty is not imposed.

First, withdrawals during a year are not subject to the 10%
penalty tax to the extent that the withdrawals do not exceed the amount of your
deductible medical expenses for the year. Generally speaking, medical expenses
paid during a year are deductible if they are greater than 7 1/2% of your
adjusted gross income for the year.

Second withdrawals are not subject to the 10% penalty if they do
not exceed the premiums you paid for health insurance coverage for yourself,
your spouse and dependents. This exception is available only if you have been
unemployed and received federal or state unemployment compensation for at least
12 weeks. Withdrawals during the year in which you received the unemployment
compensation or during the following year are eligible for this exception, but
not any withdrawals after you have been reemployed for at least 60 days.

3. IRA Withdrawals - Excess Withdrawal Penalty Waived

One new rule affects individuals with very large balances in
their IRAs (and other tax-favored retirement plans). Under current tax rules,
there is a 15% penalty tax on distributions to you during a year from all IRAs
and other tax-favored retirement plans above a threshold amount. For 1997, the
threshold will be $160,000 (it is indexed annually for cost-of-living changes).

The 15% penalty tax described in the preceding paragraph will
not apply to withdrawals from your IRA by you (or to distributions to you from
other tax-favored retirement plans) during calendar year 1997, 1998 and 1999.
However, a related 15% penalty tax on certain excess amounts remaining in your
IRAs or retirement plan accounts upon your death continues to apply during these
years. Consult your tax adviser to determine whether it would be advantageous
for you to make withdrawals from your IRA (or receive distributions from other
retirement plan accounts) during this three-year period.

<PAGE>
EXHIBIT 99.16

CENTURY SHARES TRUST - AVERAGE ANNUAL COMPOUNDED PERFORMANCE DATABASE

<TABLE>
<CAPTION>
ONE-YEAR PERIOD: 12/31/95 to 12/31/96

<CAPTION>
FIVE-YEAR PERIOD: 12/31/91 to 12/31/96

Capital Cumulative AVERAGE
Assumed Gain (CG) CG or Assumed Effective Shares Shares Assumed ANNUAL
Investment or Income ID per Investment NAV per Assumed Assumed Redemption COMPUNDED
Amount Dividend (ID) Share Date Share Purchased Owned Value RATE
- ------ ------------- ----- ---- ----- --------- ----- ----- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
$1,000.00 N/A N/A 12/31/86 18.30 54.645 54.645
13.11 ID 0.24 6/18/87 19.88 0.660 55.305
14.38 ID 0.26 12/21/87 14.75 0.975 56.279
89.04 CG 1.61 12/21/87 14.75 6.037 62.316
14.96 ID 0.24 6/16/88 16.20 0.923 63.239
18.97 ID 0.30 12/22/88 16.44 1.154 64.393
122.35 CG 1.90 12/28/88 14.58 8.391 72.785
17.47 ID 0.24 6/15/89 17.42 1.003 73.787
19.18 ID 0.26 12/21/89 18.73 1.024 74.812
52.39 CG 0.71 12/21/89 18.73 2.797 77.609
19.40 ID 0.25 6/21/90 18.90 1.027 78.635
20.45 ID 0.26 12/20/90 17.41 1.174 79.810
46.29 CG 0.58 12/27/90 16.72 2.769 82.578
20.64 ID 0.25 6/20/91 19.54 1.057 83.635
18.40 ID 0.22 12/19/91 20.06 0.917 84.552
48.19 CG 0.57 12/30/91 20.91 2.305 86.857
17.37 ID 0.20 6/25/92 21.56 0.806 87.662
19.29 ID 0.22 12/23/92 26.15 0.738 88.400
49.50 CG 0.56 12/30/92 25.72 1.925 90.325
18.97 ID 0.21 6/24/93 25.93 0.732 91.056
21.85 ID 0.24 12/23/93 24.88 0.878 91.935
101.13 CG 1.10 12/30/93 24.04 4.207 96.141
20.19 ID 0.21 6/27/94 22.75 0.887 97.029
23.29 ID 0.24 12/22/94 22.51 1.035 98.063
86.30 CG 0.88 12/30/94 21.77 3.964 102.027
21.43 ID 0.21 6/24/95 24.64 0.870 102.897
20.58 ID 0.20 12/22/95 28.90 0.712 103.609 112.434 =rate(10,,-1000,3519.18)
95.32 CG 0.92 12/29/95 28.07 3.396 107.005 times
=========
22.47 ID 0.21 6/27/96 28.04 0.801 107.806 31.3 13.41%
=========
26.95 ID 0.25 12/19/96 32.61 0.826 108.633 (@12/31/96)=
120.58 CG 1.11 12/30/96 31.72 3.801 112.434 3,519.18
</TABLE>

<ARTICLE> 6

<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> DEC-31-1996
<INVESTMENTS-AT-COST> 82,522,067
<INVESTMENTS-AT-VALUE> 270,645,115
<RECEIVABLES> 587,235
<ASSETS-OTHER> 10,795
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 271,243,145
<PAYABLE-FOR-SECURITIES> 65,239
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 396,461
<TOTAL-LIABILITIES> 461,700
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 83,069,913
<SHARES-COMMON-STOCK> 8,652,111
<SHARES-COMMON-PRIOR> 9,519,331
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 323,276
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 88,240
<ACCUM-APPREC-OR-DEPREC> 188,123,048
<NET-ASSETS> 270,781,445
<DIVIDEND-INCOME> 5,677,587
<INTEREST-INCOME> 540,741
<OTHER-INCOME> 0
<EXPENSES-NET> 2,206,148
<NET-INVESTMENT-INCOME> 4,012,180
<REALIZED-GAINS-CURRENT> 9,627,266
<APPREC-INCREASE-CURRENT> 26,491,322
<NET-CHANGE-FROM-OPS> 40,130,768
<EQUALIZATION> (88,887)
<DISTRIBUTIONS-OF-INCOME> 3,903,632
<DISTRIBUTIONS-OF-GAINS> 9,336,444
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 699,331
<NUMBER-OF-SHARES-REDEEMED> 1,896,822
<SHARES-REINVESTED> 330,271
<NET-CHANGE-IN-ASSETS> (867,220)
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 234,389
<OVERDIST-NET-GAINS-PRIOR> 286,816
<GROSS-ADVISORY-FEES> 1,756,532
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 2,206,148
<AVERAGE-NET-ASSETS> 253,296,490
<PER-SHARE-NAV-BEGIN> 28.07
<PER-SHARE-NII> 0.46
<PER-SHARE-GAIN-APPREC> 4.34
<PER-SHARE-DIVIDEND> 0.46
<PER-SHARE-DISTRIBUTIONS> 1.11
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 31.30
<EXPENSE-RATIO> 0.87
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>