Rule 497(e)
Registration No. 33-8982
THE VICTORY PORTFOLIOS
SUPPLEMENT DATED JULY 31, 1996
TO THE PROSPECTUS
PROSPECTUSES DATED JULY 30, 1996: PROSPECTUSES DATED MARCH 1, 1996
Balanced Fund (AS SUPPLEMENTED JULY 3, 1996):
Diversified Stock Fund National Municipal Bond Fund
International Growth Fund New York Tax-Free Fund
Ohio Regional Stock Fund
Special Value Fund
Effective August 1, 1996 through October 31, 1996, the Distributor will pay to
dealers who sell Class A shares a Dealer Reallowance of 4.50% of the Fund's
offering price, on purchases of less than $49,999. This payment does not affect
the purchase price you would pay for fund shares.
Please insert this Supplement in the front of your prospectus.
Investors wishing to obtain more information, should call the Transfer Agent
without charge at 800-539-3863.
V-SUPP-2(7/31/96)
