BENHAM EQUITY FUNDS
497, 1996-06-19
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                          BENHAM UTILITIES INCOME FUND


      SUPPLEMENT dated June 21, 1996 to Prospectus dated February 26, 1996

1.   On page 22, 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 Fund's 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.


<PAGE>
                             BENHAM GLOBAL GOLD FUND

              Formerly known as the Benham Gold Equities Index Fund

      SUPPLEMENT dated June 21, 1996 to Prospectus dated February 26, 1996

1.   On page 22, 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 Fund's 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.

<PAGE>
                   BENHAM GLOBAL NATURAL RESOURCES INDEX FUND


      SUPPLEMENT dated June 21, 1996 to Prospectus dated February 26, 1996

1.   On page 22, 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 Fund's 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.

<PAGE>
                           BENHAM INCOME & GROWTH FUND

                            BENHAM EQUITY GROWTH FUND

      SUPPLEMENT dated June 21, 1996 to Prospectus dated February 26, 1996

1.   On page 22, 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 Fund's 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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