CENTURY SHARES TRUST, 497, 1998-05-08

CENTURY SHARES TRUST
497, 1998-05-08

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<PAGE>

CENTURY SHARES TRUST

One Liberty Square
Boston, Massachusetts 02109

800-321-1928/617-482-3060

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

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

PROSPECTUS

April 30, 1998

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, 1998, 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.

<PAGE>

Table of Contents
Page

Highlights of the Trust . . . . . . . . . . . . . . . . . . . . . . . 2
Supplementary Information . . . . . . . . . . . . . . . . . . . . . . 4
Investment Objective and Policies . . . . . . . . . . . . . . . . . . 5
How to Invest . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Shareholder Services. . . . . . . . . . . . . . . . . . . . . . . . . 7
Tax-Sheltered Retirement Plans. . . . . . . . . . . . . . . . . . . . 8
How to Withdraw Your Investment . . . . . . . . . . . . . . . . . . . 8
Dividends, Capital Gain Distributions and Tax Status. . . . . . . . . 9
Management of the Trust . . . . . . . . . . . . . . . . . . . . . . . 10
Shares. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
How Net Asset Value is Determined . . . . . . . . . . . . . . . . . . 12
Record of Investment Results . . . . . . . . . . . . . . . . . . . . 12

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

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, 1998, the Trust had approximately
12,000 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:

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 8.

WHAT HAS BEEN THE TRUST'S RECORD?

During the 10-year period ended December 31, 1997, the value of an
investment in Century Shares Trust rose 474.4% for shareholders who accepted
capital gain distributions and income dividends in additional shares. The table
on Page 13 provides details for the period cited including annual fluctuations
in value. During the one, five and ten year periods ended on December 31, 1997,
the average annual total return on an investment in the Trust was 50.13%,
17.90%, and 19.10%, respectively. See Page 14.

INDIVIDUAL RETIREMENT ACCOUNTS:

Century Shares Trust offers investors an Individual Retirement Account
(Regular IRA), a Roth Individual Retirement Account (Roth IRA) and an Education
Individual Retirement Account (Education IRA). If you would like to receive
information on these plans, 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 8.

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

Management Fees 0.69%

12b-1 Fees 0%

Other Expenses 0.13%

Total Fund Operating Expenses 0.82%

Example

1 year 3 years 5 years 10 years
------ ------- ------- --------
You would pay the following
expenses on a $1,000
investment, assuming (1) 5%
annual return and (2)
redemption at the end of
each time period: $8 $26 $46 $101

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.
<TABLE>
<CAPTION>

Year Ended December 31,
--------------------------------------------------------------
1997 1996 1995 1994 1993
<S> <C> <C> <C> <C> <C>
Net Asset Value, beginning of year .... $31.30 $28.07 $21.77 $24.04 $25.68

Income from Investment
Operations:
Net investment income .............. $ .39 $ .46 $ .41 $ .44 $ .43
Net realized and unrealized
gain (loss) on investments ..... 15.25 4.34 7.22 (1.38) (0.52)
Total income (loss) from
investment operations ..... $ 15.64 $ 4.80 $ 7.63 $ (0.94) $ (0.09)

Less Distributions:
From net investment income ......... $ (.38) $ (.46) $ (.41) $ (.45) $ (.45)
From net realized gain (loss)
on investment transactions ...... (1.90) (1.11) (.92) (.88) (1.10)
Total distributions ......... $ (2.28) $ (1.57) $ (1.33) $ (1.33) $ (1.55)
Net Asset Value, end of year .......... $44.66 $31.30 $28.07 $21.77 $24.04
Total Return .......................... 50.1% 17.2% 35.2% (3.9%) (0.4%)
Ratios/Supplemental Data:
Net assets, end of year (000 omitted) $414,576 $270,781 $267,181 $205,904 $242,781
Ratio of expenses to average
net assets ....................... 0.82% 0.87% 0.94% 1.01% 0.82%
Ratio of net investment income
to average net assets ............ 1.04% 1.58% 1.60% 1.93% 1.72%
Portfolio Turnover Rate ............... 6% 3% 5% 2% 19%
Average Commission Rate Paid .......... $.0400 $.0400

<CAPTION>
Year Ended December 31,
--------------------------------------------------------------
1992 1991 1990 1989 1988
<S> <C> <C> <C> <C> <C>
Net Asset Value, beginning of year .... $21.03 $16.82 $19.42 $14.62 $14.76

Income from Investment
Operations:
Net investment income .............. $ .48 $ .44 $ .52 $ .49 $ .56
Net realized and unrealized
gain (loss) on investments ..... 5.15 4.81 (2.03) 5.52 1.74
Total income (loss) from
investment operations ..... $ 5.63 $ 5.25 $ (1.51) $ 6.01 $ 2.30

Less Distributions:
From net investment income ......... $ (.42) $ (.47) $ (.51) $ (.50) $ (.54)
From net realized gain (loss)
on investment transactions ...... (.56) (.57) (.58) (.71) (1.90)
Total distributions ......... $ (.98) $ (1.04) $ (1.09) $ (1.21) $ (2.44)
Net Asset Value, end of year .......... $25.68 $21.03 $16.82 $19.42 $14.62
Total Return .......................... 27.0% 31.5% (7.8%) 41.6% 15.7%
Ratios/Supplemental Data:
Net assets, end of year (000 omitted) $260,265 $157,942 $130,098 $150,461 $110,426
Ratio of expenses to average
net assets ....................... 0.84% 0.95% 1.03% 0.94% 0.87%
Ratio of net investment income
to average net assets ............ 1.84% 2.28% 2.82% 2.78% 3.45%
Portfolio Turnover Rate ............... 5% 0% 3% 3% 3%
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

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 in 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 Intermediaries

If you wish, you may purchase shares of the Trust through an intermediary,
which may charge you a fee for this service. Such intermediaries include
securities broker-dealers, banks, and "fund supermarkets." An intermediary may
be a designated agent of the Trust. If so, orders that it accepts at any time
until the daily time of computation of the Trust's net asset value would receive
that price per share as the purchase price. The agent is required to segregate
any orders received on a business day after the daily computation time and
transmit those orders to the Trust separately for execution at the net asset
value next determined after that business day. A purchase made through an
intermediary that is not a designated agent of the Trust is made at the net
asset value next determined after the order is actually received by the Trust.

Share redemptions also may be made through intermediaries (see "How to
Withdraw Your Investment"). If you are interested in purchasing or redeeming
shares through a broker-dealer or other intermediary, you may contact the Trust
(telephone numbers are listed on the front page) to obtain current information
on available arrangements.

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.

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 distributions are
reinvested in additional shares.

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

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

You should indicate your choice of option, as well as the registration
details for your account, on the Application. If no option is specified on your
Application, the Share Option will automatically be assigned. The option in
effect may be changed by written 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 days' written
notice to make charges to investors to cover other administrative costs of the
accounts.

TAX-SHELTERED RETIREMENT PLANS

In addition to regular accounts, the Trust offers a tax-sheltered Individual
Retirement Account (Regular IRA), a tax-sheltered Roth Individual Retirement
Account (Roth IRA) and a tax-sheltered Education Individual Retirement Account
(Education IRA). Complete information on these plans 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. Redemption will be made at the net asset value next computed (see "How
Net Asset Value is Determined") 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. 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 from intermediaries, such as
broker-dealers, banks or "fund supermarkets," which may charge a fee for this
service. Orders from intermediaries that are not designated agents of the Trust
would be received by the Trust 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 or electronic
transmission (for example, during periods of unusual market or economic
developments), written instructions should be sent to the Trust. In such unusual
circumstances, the Trust may in its discretion extend the time during which it
will accept orders that were received by the dealer before the daily computation
time. Redemption orders also may be placed with designated agents of the Trust
at any time until the daily time of computation of the Trust's net asset value,
and would receive such price per share as the redemption price. The agent is
required to segregate any orders received on a business day after the daily
computation time and transmit those orders to the Trust separately for execution
at the net asset value next determined after that business day.

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 before the Trust takes such
action to allow the shareholder to increase the 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 73% of the net asset value of the shares of
the Trust as of December 31, 1997, 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 1997 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)
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)
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

JERRY S. ROSENBLOOM, TRUSTEE (1998)
Wharton School, University of Pennsylvania, Professor of
Insurance and Risk Management
Address: 304 Colonial Penn Center, 3641 Locust Walk,
Philadelphia, Pennsylvania

RICHARD F. COOK, JR., SECRETARY
Century Capital Management, Inc., Vice President, Treasurer,
Clerk and Director (Investment Adviser)
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 who serves as 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 and certain related persons. The
Adviser, organized in April, 1992, is the investment adviser to four limited
partnerships with net asset values at March 31, 1998, of approximately $182
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'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 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, 1997, the Trust paid the Adviser a total fee of
$2,281,156.

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 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
- ------- -------- ----- -------- -----
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 8.7 10.0 5.7
1986-96 10.4 10.3 9.3 6.1
1987-97 9.8 8.6 8.6 5.8

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, 1998 approximately 84% of the Trust's shareholders
reinvested all distributions, the following table summarizes results on this
basis for the ten-year period ended December 31, 1997.

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>
1987 1.000 $ 14.76 --- --- $ 14.76 ---
1988 1.168 14.62 1.97 0.49 17.08 15.7%
1989 1.245 19.42 3.49 1.28 24.19 41.6%
1990 1.325 16.82 3.77 1.70 22.29 -7.8%
1991 1.394 21.03 5.49 2.79 29.31 31.5%
1992 1.450 25.68 7.49 4.05 37.23 27.0%
1993 1.543 24.04 8.64 4.41 37.09 -0.4%
1994 1.637 21.77 9.21 4.66 35.64 -3.9%
1995 1.717 28.07 13.40 6.73 48.20 35.2%
1996 1.804 31.30 16.85 8.32 56.48 17.2%
1997 1.898 44.66 27.53 12.60 84.79 50.1%

10-year increase 474.4%
</TABLE>

The value of shares accepted at the time reinvestment occurred was $15.05 for
capital gains and $6.49 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 $10.23 and $4.59, 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, 1997 50.13%
Five Years Ended December 31, 1997 17.90%
Ten Years Ended December 31, 1997 19.10%

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, 1998

This Statement of Additional Information supplements the Prospectus for the
Trust dated April 30, 1998, and should be read in conjunction with the
Prospectus, the contents of which are incorporated by reference herein. A copy
of the Prospectus may be obtained free of charge from the Trust at the above
address. This Statement of Additional Information is not a Prospectus.

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

TABLE OF CONTENTS

Investment Restrictions . . . . . . . . . . . . . . . . . . . . . 2

Duration of the Trust . . . . . . . . . . . . . . . . . . . . . . 3

Management of the Trust . . . . . . . . . . . . . . . . . . . . . 3

Execution of Portfolio Transactions . . . . . . . . . . . . . . . 5

Investment Performance Information . . . . . . . . . . . . . . . 5

Other Information . . . . . . . . . . . . . . . . . . . . . . . . 6

Computation of Total Offering Price Per Unit . . . . . . . . . . 6

Financial Statements . . . . . . . . . . . . . . . . . . . . . . 7

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

Investment Restrictions

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

(1) Invest in other than

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

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

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

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

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

(5) Act as underwriter of securities.

(6) Make loans.

(7) Issue senior securities.

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

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

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

(11) Purchase securities on margin or sell short.

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

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

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

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

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

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

Duration of the Trust

The Declaration of Trust dated March 1, 1928, as amended, provides that the
Trust shall continue without limitation of time. No shareholder shall be
entitled to put an end to the Trust or to require division of the Trust property
except by the redemption of shares as described. The Trustees have the power,
with the consent of the holders of a majority of the outstanding shares, to
convey the Trust property to new or other Trustees or to a corporation and
distribute the net proceeds in kind at valuations fixed by the Trustees pro-rata
among the shareholders, or in their discretion turn such proceeds into money,
for such distribution, or distribute part in kind and part in money, or 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
Hamilton Bermuda (Insurance Holding Co.)
Age: 71 MBIA, Inc., Director and Former
CEO (Insurance Co.)
Business Men's Assurance Co. of
America, Director

John E. Beard Trustee Ropes & Gray, Partner (Attorneys)
One International Place
Boston, Massachusetts
Age: 65

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: 63 Vice President) and Director (Management Services)
CCP Capital II, LLC, Managing Member
(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: 64 President and Director (Management Services)
Managing Trustee) CCP Capital II, LLC, Managing Member
(Management Services)
Massachusetts Fiduciary Advisors, Inc.
President and Director
(Investment Advisor)

Ernest E. Monrad Trustee Northeast Investors Trust
50 Congress Street Chairman of the Trustees
Boston, Massachusetts (Investment Company)
Age: 67

Jerry S. Rosenbloom Trustee The Wharton School, University
304 Colonial Penn Center of Pennsylvania, Professor of
3641 Locust Walk Insurance and Risk Management
Philadelphia, Pennsylvania
Age: 59

Richard F. Cook, Jr. (a) Secretary Century Capital Management, Inc.
One Liberty Square Vice President, Treasurer, Clerk
Boston, Massachusetts and Director
Age: 47 CCP Capital, Inc., Vice President,
Treasurer, Clerk and Director
(Management Services)
CCP Capital II, LLC, Managing Member
(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, 1997, the following persons
received the indicated amounts from the Trust:

<TABLE>
<CAPTION>
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
- -------- ---------- ----------------- ----------------
<S> <C> <C> <C>
William O. Bailey, $15,500 N/A $15,500
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

Jerry S. Rosenbloom N/A N/A N/A
Trustee(c)
</TABLE>

(a) Not applicable. The Trust neither sponsors nor pays pension or retire ment
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, 1998, the Trustees and officers as a group owned less than 1%
of the outstanding shares of the Trust. As of April 1, 1998, 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 10.5% 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 1, 1998,
CUDD & Co., c/o Chase Manhattan Bank, N.A., 1211 Sixth Avenue, New York, NY,
10036-8701 is the record owner of an account with a share balance equal to
approximately 5.69% 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 1997, 1996 and 1995, brokerage commissions were $28,059,
$12,804 and $28,585, respectively. The decrease in commissions in 1996 compared
to the two other 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, 1997 50.13%
Five Years Ending December 31, 1997 17.90%
Ten Years Ending December 31, 1997 19.10%

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, 1997, is contained in the Financial Statements set
forth below.
<PAGE>

PORTFOLIO OF INVESTMENTS -- December 31, 1997

COMMON STOCKS: INSURANCE COMPANIES -- 88.7%

SHARES VALUE
------ ------------
65,738 AEGON N.V. ........................................ $ 5,891,768
100,000 AFLAC Inc. ........................................ 5,112,500
50,000 The Allstate Corp. ................................ 4,543,750
200,000 American General Corp. ............................ 10,812,500
225,000 American Heritage Life Investment Corp. ........... 8,100,000
275,000 American International Group, Inc. ................ 29,906,250
430,000 AON Corp. ......................................... 25,208,750
265,000 The Chubb Corp. ................................... 20,040,625
250,000 Cincinnati Financial Corp. ........................ 35,187,500
115,000 General Re Corp. .................................. 24,380,000
50,000 HSB Group, Inc. ................................... 2,759,375
150,000 Marsh & McLennan Companies, Inc. .................. 11,184,375
390,000 MBIA Inc. ......................................... 26,056,875
360,000 Mercury General Corp. ............................. 19,890,000
285,000 Ohio Casualty Corp. ............................... 12,718,125
295,000 The Progressive Corp. ............................. 35,363,125
170,000 Protective Life Corp. ............................. 10,157,500
150,000 Provident Companies, Inc. ......................... 5,793,750
360,000 SAFECO Corp. ...................................... 17,550,000
215,000 St. Paul Companies, Inc. .......................... 17,643,438
500,000 Torchmark Corp. ................................... 21,031,250
200,000 UNUM Corp. ........................................ 10,875,000
250,000 USF&G Corp. ....................................... 5,515,625
------------
365,722,081
------------
COMMON STOCKS: BANKING INSTITUTIONS -- 6.6%
100,000 Banc One Corp. .................................... 5,431,250
100,000 J.P. Morgan & Co., Inc. ........................... 11,287,500
130,000 Wachovia Corp. .................................... 10,546,250
------------
27,265,000
------------
COMMON STOCKS: MISCELLANEOUS -- 0.8%

3,465,000
------------
TOTAL INVESTMENTS IN COMMON STOCKS -- 96.1%
(Identified cost, $93,105,465) ............................... 396,452,081
------------
CASH EQUIVALENTS -- 3.9%
15,977,000 State Street Bank and Trust Eurodollar Time
Deposit, at cost approximating value,
maturity 1/2/98 .................................. 15,977,000
------------
TOTAL INVESTMENTS -- 100% (Identified cost, $109,082,465) ...... $412,429,081
============

See notes to financial statements.
<PAGE>

FINANCIAL STATEMENTS

STATEMENT OF ASSETS AND LIABILITIES -- December 31, 1997
- -------------------------------------------------------------------------------
ASSETS:
Investments, at value (Note 1A) (Identified cost, $109,082,465) $412,429,081
Dividends and interest receivable ............................. 580,730
Receivable for Trust shares sold .............................. 2,290,820
Prepaid expenses .............................................. 8,404
------------
Total assets .......................................... 415,309,035
LIABILITIES:
Payable for Trust shares repurchased .......... $ 414,393
Accrued investment adviser fee (Note 5) ....... 219,089
Accrued expenses and other liabilities ........ 100,031
----------
Total liabilities ..................................... 733,513
------------
NET ASSETS (Note 3) ........................................... $414,575,522
============

Per share net asset value, offering price and redemption price
($414,575,522 / 9,283,204 shares of $1.00 par value capital
stock outstanding) (Note 2) ................................ $44.66
======

STATEMENT OF OPERATIONS -- Year Ended December 31, 1997
- -----------------------------------------------------------------------------
INVESTMENT INCOME:
Income:
Dividends ................................................. $ 5,755,865
Interest .................................................. 384,744
------------
Total income .......................................... 6,140,609
Expenses:
Investment adviser fee (Note 5) ............ $2,281,156
Non-interested trustees' remuneration (Note 5) 48,500
Transfer agent ............................. 137,787
Custodian .................................. 56,830
Insurance .................................. 25,194
Audit ...................................... 54,625
Registration costs ......................... 54,076
Printing and other ......................... 50,158
----------
Total expenses ........................................ 2,708,326
------------
Net investment income ............................. 3,432,283
------------
REALIZED AND UNREALIZED GAIN ON INVESTMENTS:
Net realized gain from investment transactions .............. 17,070,025
Increase in net unrealized appreciation of investments ...... 115,223,568
------------
Net realized and unrealized gain on investments ... 132,293,593
------------
Net increase in net assets resulting from operations .......... $135,725,876
============

See notes to financial statements.
<PAGE>
<TABLE>
<CAPTION>
STATEMENTS OF CHANGES IN NET ASSETS
- ---------------------------------------------------------------------------------------------------
YEAR ENDED DECEMBER 31,
----------------------------------
1997 1996
----------- -----------
<S> <C> <C>
INCREASE (DECREASE) IN NET ASSETS:
Operations:
Net investment income .................................. $ 3,432,283 $ 4,012,180
Net realized gain on investment transactions ........... 17,070,025 9,627,266
Increase in net unrealized appreciation of investments . 115,223,568 26,491,322
------------ ------------
Net increase in net assets resulting from operations ... 135,725,876 40,130,768
Net equalization (Note 1C) ............................... 53,124 (88,887)
Distributions to shareholders from:
Net investment income .................................. (3,370,609) (3,903,632)
Realized gain from investment transactions ............. (16,991,380) (9,336,444)
Trust share transactions -- net (Note 2) ................. 28,377,066 (23,201,195)
------------ ------------
Total increase ............................... 143,794,077 3,600,610
NET ASSETS:
At beginning of year ................................... 270,781,445 267,180,835
------------ ------------
At end of year (including accumulated distributions in
excess of net investment income of $270,152 and
$323,276, respectively) .............................. $414,575,522 $270,781,445
============ ============
</TABLE>

<TABLE>
<CAPTION>
FINANCIAL HIGHLIGHTS
- ---------------------------------------------------------------------------------------------------------------------
YEAR ENDED DECEMBER 31,
----------------------------------------------------------------------
1997 1996 1995 1994 1993
------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C>
NET ASSET VALUE, beginning of year $31.30 $28.07 $21.77 $24.04 $25.68
------ ------ ------ ------ ------
INCOME FROM INVESTMENT OPERATIONS:
Net investment income ........... $ 0.39 $ 0.46 $ 0.41 $ 0.44 $ 0.43
Net realized and unrealized gain
(loss) on investments ......... 15.25 4.34 7.22 (1.38) 0.52
------ ------ ------ ------ ------
Total income from investment
operations ................ $15.64 $ 4.80 $ 7.63 $(0.94) $(0.09)
------ ------ ------ ------ ------
LESS DISTRIBUTIONS FROM:
Net investment income ........... $(0.38) $(0.46) $(0.41) $(0.45) $(0.45)
Net realized gain on investment
transactions .................. (1.90) (1.11) (0.92) (0.88) (1.10)
------ ------ ------ ------ ------
Total distributions ......... $(2.28) $(1.57) $(1.33) $(1.33) $(1.55)
------ ------ ------ ------ ------
NET ASSET VALUE, end of year ...... $44.66 $31.30 $28.07 $21.77 $24.04
====== ====== ====== ====== ======
TOTAL RETURN ...................... 50.1% 17.2% 35.2% (3.9)% (0.4)%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of year (000
omitted) ...................... $414,576 $270,781 $267,181 $205,904 $242,781
Ratio of expenses to average net
assets ........................ 0.82% 0.87% 0.94% 1.01% 0.82%
Ratio of net investment income to
average net assets ............ 1.04% 1.58% 1.60% 1.93% 1.72%
PORTFOLIO TURNOVER RATE ........... 6% 3% 5% 2% 19%
AVERAGE COMMISSION RATE PAID ...... $0.0400 $0.0400
</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
financial statements. The policies are in conformity with generally accepted
accounting principles.

A. Investment Security Valuations -- Securities listed on national securities
exchanges are valued at closing prices. Unlisted securities or listed
securities for which closing prices are not available are valued at the latest
bid prices. Short-term obligations, maturing in 60 days or less, are valued at
amortized cost, which approximates value.

B. Federal Taxes -- It is the Trust's policy to comply with the provisions of
the Internal Revenue Code applicable to investment companies and to distribute
to shareholders each year all of its taxable income, including any net
realized gain on investments. Accordingly, no provision for Federal income or
excise tax is necessary.

C. Equalization -- The Trust follows the accounting practice known as
equalization by which a portion of the proceeds from sales and costs of
repurchases of Trust shares equivalent, on a per-share basis, to the amount of
undistributed net investment income on the date of the transaction, is
credited or charged to undistributed net investment income. As a result,
undistributed net investment income per share is unaffected by sales or
repurchases of Trust shares.

D. Other -- Investment security transactions are accounted for on the date the
securities are purchased or sold. Gain or loss on sales is determined on the
basis of identified cost. Dividend income and distributions to shareholders
are recorded on the ex-dividend date. Shares issuable to shareholders electing
to receive income dividends and capital gain distributions in shares are
recorded on the ex-dividend date.

E. Use of Estimates -- The preparation of these financial statements in
accordance with generally accepted accounting principles incorporates
estimates made by management in determining the reported amounts of assets,
liabilities, revenues and expenses of the Fund. Actual results could differ
from those estimates.

(2) TRUST SHARES -- At December 31, 1997, 9,283,204 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, 1997 DECEMBER 31, 1996
----------------------------------------- -------------------------------------
SHARES AMOUNT SHARES AMOUNT
-------------- --------------- -------------- ----------------
<S> <C> <C> <C> <C>
Sold .............................. 2,104,952 $83,150,199 699,331 $ 20,345,429
Issued to shareholders in
reinvestment of distributions from:
Net investment income ........... 60,077 2,472,550 88,021 2,669,827
Realized gain on investment
transactions .................. 298,078 13,237,627 242,250 7,684,171
---------- ----------- ---------- ------------
2,463,107 98,860,376 1,029,602 30,699,427
Repurchased ....................... (1,832,014) (70,483,310) (1,896,822) (53,900,622)
---------- ----------- ---------- ------------
Net increase (decrease) ....... 631,093 $28,377,066 (867,220) $(23,201,195)
========== =========== ========== ============
<PAGE>
<CAPTION>
<S> <C>
(3) SOURCES OF NET ASSETS -- At December 31, 1997, net assets consisted of:
Capital paid-in ............................................................................... $111,587,298
Accumulated distributions in excess of net investment income .................................. (270,152)
Accumulated distributions in excess of net realized gain on investment transactions ........... (88,240)
Unrealized appreciation in value of investments ............................................... 303,346,616
------------
Net assets applicable to outstanding capital stock ........................................ $414,575,522
============
</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 realized gains. The effect of the SOP for the year ended
December 31, 1997 was to increase distributions in excess of net investment
income by $61,674, increase accumulated distributions in excess of net realized
gains by $78,645, and increase capital paid-in by $140,319. 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 $19,612,464 and $22,838,091, respectively, during the year ended
December 31, 1997. At December 31, 1997, the cost of investments for federal
tax purposes was $109,170,706. Net unrealized appreciation for all securities
at that date was $303,258,375. This consisted entirely of aggregate gross
unrealized appreciation.

(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, 1997, the fee amounted to $2,281,156. 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, 1997, the related statement of operations for the year then ended, the
statements of changes in net assets for the years ended December 31, 1997 and
1996, and the financial highlights for each of the years in the five-year
period ended December 31, 1997. 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. Our procedures
included confirmation of securities owned at December 31, 1997 by
correspondence with the custodian. 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, 1997, 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 16, 1998