Rule 497(e)
Registration NO. 33-8982
The Victory Portfolios
Diversified Stock Fund (the "Fund")
Supplement Dated June 28, 1996
to the Prospectus Dated February 1, 1996
Effective July 1, 1996 through August 30, 1996, the Distributor will pay
dealers who sell shares of the Fund an additional allowance of up to .42% of the
public offering price in addition to the Fund's standard dealer reallowance.
This payment will apply to both Class A and Class B Shares of the Fund. This
change will not effect the sales charge nor the contingent deferred sales charge
that an investor would normally pay.
Investors wishing to obtain more information should call the Fund's
Transfer Agent without charge at 800-539-3863.
