Rule 497(e)
Registration No. 33-8982
The Victory Portfolios
Tax-Free Money Market Fund (the "Fund")
Supplement Dated September 24, 1996
to the Prospectus Dated March 1, 1996
as Supplemented July 3, 1996
Effective immediately, the following information should be added under the
heading "Investment Policies and Risk Factors."
"A substantial portion of the portfolio securities held by the Fund is supported
by credit and liquidity enhancements from third parties, generally letters of
credit from foreign or domestic banks. Because the Fund invests in securities
backed by banks and other financial institutions, changes in the credit quality
of these institutions could cause losses to the Fund and affect its share
price."
Please insert this Supplement in the front of your prospectus. Investors wishing
to obtain more information should call the Fund's Transfer Agent without charge
at 800-KEY-FUND.
V-SUPP-5
