BENHAM TARGET MATURITIES TRUST
497, 1996-06-21
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                         BENHAM TARGET MATURITIES TRUST

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      SUPPLEMENT dated June 26, 1996 to Prospectus dated November 29, 1995
                          as Revised February 15, 1996

1.   On page 17, under the heading "SHARE PRICE," the third and fourth 
     paragraphs are hereby amended to read as follows:

         Investments are considered received only when your check or wired funds
         are received by Benham. Wired funds are considered received on the day
         they are deposited in Benham's bank account if they are deposited one
         hour before the close of business on the Exchange, usually 12:00 p.m.
         Pacific Time.

         Investment and transaction instructions received by Benham on any
         business day by mail at its office one hour prior to the close of
         business on the Exchange, usually 12:00 p.m. Pacific Time, will receive
         that day's price. Investments and instructions received after that
         time, will receive the price determined on the next business day.

2.   On page 21, the paragraph appearing under the subheading "PROCESSING YOUR
     PURCHASE" is hereby amended to read as follows:

         Shares will be purchased at the next NAV calculated after your
         investment is received and accepted by The Benham Group or an
         authorized subtransfer agent. An investment received and accepted one
         hour before the close of business of the Exchange, normally 12:00 p.m.
         Pacific Time, will be included in your account balance the same day. If
         the investment is received after the above cutoff time, it will be
         credited the following business day. The Funds reserve the right to
         refuse any investment.

3.   On page 24, under the subheading "BROKER-DEALER TRANSACTIONS," the first
     paragraph is hereby amended to read as follows:

         The Benham Group charges no sales commissions, or "loads," of any kind.
         However, investors who do not choose to purchase or sell Fund shares
         directly from BFS may purchase or sell Fund shares through registered
         broker-dealers and other qualified service providers, who may charge
         investors fees for their services. These broker-dealers and service
         providers generally provide shareholder, administrative and/or
         accounting services which would otherwise be provided by BFS as the
         Funds' transfer agent. To accommodate these investors, BMC and its
         affiliates have entered into agreements with some broker-dealers and
         service providers to provide these services. Fees for such services are
         borne normally by a Fund at the rates normally paid to BFS, which would
         otherwise provide the services. Any distribution expenses associated
         with these arrangements are borne by BMC.



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