STANDISH AYER & WOOD INVESTMENT TRUST
497, 1997-02-04
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SUPPLEMENT dated February 4, 1997


                             TO THE PROSPECTUSES OF

                      STANDISH EQUITY FUND ("EQUITY FUND")
          STANDISH SMALL CAPITALIZATION EQUITY FUND ("SMALL CAP FUND")
                                Dated May 1, 1996
   
                                       and

           STANDISH SMALL CAPITALIZATION EQUITY FUND II ("SMALL FUND")
                             Dated October 11, 1996

         Each of the above-referenced  Funds may invest in shares of real estate
investment trusts ("REITs"), which are pooled investment vehicles that invest in
real estate or real estate loans or interests. Investing in REITs involves risks
similar  to those  associated  with  investing  in  equity  securities  of small
capitalization  companies.  REITs are dependent upon management  skills, are not
diversified,  and  are  subject  to  risks  of  project  financing,  default  by
borrowers,  self-liquidation,  and the possibility of failing to qualify for the
exemption from taxation under the Internal  Revenue Code. 







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