HEITMAN SECURITIES TRUST
497, 1996-01-26
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                                                               RULE 497(c)      
                                                               FILE NO. 33-24611
                                                               FILE NO. 811-5659


  HEITMAN REAL ESTATE FUND [Boxed with first word in reverse print]


      
                         HEITMAN/PRA INSTITUTIONAL CLASS

      Heitman  Securities  Trust (the "Trust") is a  series  mutual  fund  which
currently  consists of one investment portfolio, the Heitman  Real  Estate  Fund
(the  "Fund").  The Fund's investment objective is to obtain high  total  return
consistent  with reasonable risk by investing primarily in equity securities  of
public  companies  principally  engaged  in  the  real  estate  business.   Each
investment  is  selected  based upon a determination by  the  Fund's  investment
manager that the anticipated total return, considering both income and potential
for capital appreciation, is high relative to the risk assumed.

      The  Fund  offers  two  classes of shares.  The  shares  offered  by  this
Prospectus  are the Heitman/PRA Institutional Class (the "Institutional  Class")
of  shares,  which  are  available  only for investment  in  a  minimum  initial
investment of $250,000.  In addition, the Fund offers by separate Prospectus the
Advisor  Class  of  shares,  which are available for  purchase  through  certain
securities   brokers,   registered  investment  advisers   and   other   service
organizations in initial aggregate amounts of $5,000 or more.

      This  Prospectus contains a concise summary of information  regarding  the
Fund that a prospective investor should know before investing.  Investors should
read  this  Prospectus carefully and retain it for future reference.  Additional
information  regarding  the  Fund is contained  in  a  Statement  of  Additional
Information  dated  May 15, 1995, which has been filed with the  Securities  and
Exchange Commission.  Additional copies of this Prospectus and the Statement  of
Additional Information are available without charge upon request to the Trust at
the address or telephone number set forth on the outside cover of this document.

      THESE  SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE  SECURITIES
AND  EXCHANGE  COMMISSION  OR  ANY  STATE SECURITIES  COMMISSION,  NOR  HAS  THE
COMMISSION  OR  ANY  STATE SECURITIES COMMISSION PASSED  UPON  THE  ACCURACY  OR
ADEQUACY  OF THIS PROSPECTUS.  ANY REPRESENTATION TO THE CONTRARY IS A  CRIMINAL
OFFENSE.




                         PROSPECTUS DATED MAY 15, 1995

INVESTMENT ADVISOR                      DISTRIBUTOR
Heitman/PRA Securities Advisors, Inc.   Rodney Square Distributors, Inc.
180 North LaSalle Street, Suite 3600    Rodney Square North
Chicago, IL  60601                      1100 North Market Street
                                        Wilmington, DE  19890-0001

CUSTODIAN                               TRANSFER AGENT AND ADMINISTRATOR
Wilmington Trust Company                Rodney Square Management Corporation
Rodney Square North                     Rodney Square North
1100 North Market Street                1100 North Market Street
Wilmington, DE  19890-0001              Wilmington, DE  19890-0001



                                TABLE OF CONTENTS
                                                        Page
                                                        ----
     TRANSACTION AND EXPENSE DATA                         3
     
     FINANCIAL HIGHLIGHTS                                 4
     
     INVESTMENT OBJECTIVE AND POLICIES                    5
     
     RISK FACTORS                                         7
     
     MANAGEMENT OF THE FUND                               8
     
     DETERMINATION OF NET ASSET VALUE                    10
     
     INCOME DIVIDENDS AND CAPITAL GAINS DISTRIBUTIONS    10
     
     TAX STATUS                                          11
     
     PURCHASE OF SHARES                                  11
     
     REDEMPTIONS                                         13
     
     PERFORMANCE INFORMATION                             15
     
     ADDITIONAL INFORMATION                              15
     
     PURCHASE APPLICATION                                17


                          TRANSACTION AND EXPENSE DATA
                                        
      The following table sets forth the costs and expenses that an investor  in
Institutional Class shares of the Fund will incur directly or indirectly.

SHAREHOLDER TRANSACTION EXPENSES:
- ---------------------------------

Maximum Sales Load Imposed on Purchases                     None
Maximum Sales Load Imposed on Reinvested Dividends          None
Deferred Sales Load                                         None
Redemption Fees                                             None
Exchange Fees                                               None


ANNUAL FUND OPERATING EXPENSES:
- -------------------------------
(as a percentage of average daily net assets)

Management Fees                                         .74%
Other Expenses:

          Professional Fees              .12%
          Trustee Fees and Expenses      .06%
          Other Fees and Expenses        .36%
                                        -----
          Total Other Expenses                          .54%
                                                       -----

Total Fund Operating Expenses                          1.28%
                                                       =====

EXAMPLE:
                              1 year  3 years 5 years  10 years
                              ------  -------  ------- --------

You would pay the following
expenses on a $1,000
investment, assuming (1) 5%
annual return and (2)
redemption at the end of
each time period:               $13     $41     $70      $155

      All  information  in the Transaction and Expense Data table  is  based  on
actual  expenses  and average daily net assets of the Fund for the  fiscal  year
ended  December  31, 1994.  The Example provided with the Table  should  not  be
considered  a representation of past or future expenses or performance.   Actual
expenses may be more or less than those shown.

      Currently,  the  Fund is authorized to issue two classes  of  shares,  the
Institutional  Class  and  the Advisor Class.  Because  the  sales  charges  and
expenses  vary between the classes, performance will vary with respect  to  each
class.   Additional information concerning the Advisor Class may be obtained  by
calling toll-free 1-800-888-REIT.

                              FINANCIAL HIGHLIGHTS
                                        
      The  following  table of financial highlights has been audited  by  Arthur
Andersen  LLP, the Fund's independent public accountants as indicated  in  their
report  dated  February  17,  1995  on the Fund's  financial  statements  as  of
December  31,  1994.  This table should be read in conjunction with  the  Fund's
financial  statements  and notes thereto which are found  in  the  Statement  of
Additional Information under "Financial Statements."  Shares of the Fund had  no
class designations until May 15, 1995, when designations were assigned based  on
the pricing, Rule 12b-1 fees and shareholder servicing fees applicable to shares
sold thereafter.  For further information about the performance of the Fund, see
the Fund's Annual Report, which may be obtained without charge by contacting the
Fund's Administrator.

<TABLE>
<CAPTION>
                               Institutional Class
                               -------------------
                                                                                                     For the Period
                       For the Three-Month                                                           January 4, 1989
                         Period Ended                                                             (Effective Date) to
                         December 31,            For the Fiscal Years Ended September 30,             September 30,
                                          -------------------------------------------------------
                            1994           1994        1993        1992        1991        1990           1989
                            ----           ----        ----        ----        ----        ----           ----
<S>                        <C>            <C>         <C>         <C>         <C>         <C>            <C>
Net asset value, Beginning
  of Period                $ 9.23         $10.95      $ 8.29      $ 7.66      $ 6.99      $10.25         $10.00
                           ------         ------      ------      ------      ------      ------         ------
Income From Investment
      Operations
   Net Investment Income     0.10 <F2>      0.32 <F2>   0.40        0.45        0.49        0.64            0.40 <F4>
   Net Gains or (Losses) on
     Securities (realized
     and unrealized)        (0.05)         (0.92)       2.67        0.63        0.67       (3.16)           0.25
                           ------         ------      ------      ------      ------      ------          ------
      Total From Investment
        Operations           0.05          (0.60)       3.07        1.08        1.16       (2.52)           0.65
                           ------         ------      ------      ------      ------      ------          ------

Distributions
   From Net Investment 
     Income                 (0.10) <F2>    (0.31) <F2> (0.41)      (0.45)      (0.49)      (0.64)          (0.40)
   From Net Realized Gain 
     on Investments         (0.77)         (0.67)       0.00        0.00        0.00       (0.10)           0.00
   From Tax Return of 
     Capital.               (0.11) <F3>    (0.14) <F3>  0.00        0.00        0.00        0.00            0.00
                           ------         ------      ------      ------      ------      ------          ------

      Total Distributions   (0.98)         (1.12)      (0.41)      (0.45)      (0.49)      (0.74)          (0.40)

Net Asset Value, End of
  Period                   $ 8.30         $ 9.23      $10.95      $ 8.29      $ 7.66      $ 6.99          $10.25
                           ======         ======      ======      ======      ======      ======          ======

Total Return                0.65% <F5>    (5.22%)     37.76%      14.49%      19.56%      (26.11%)         4.82% <F5>

Ratios/Supplemental Data
   Net Assets, End of Period
     (in  000's)           $105,569       $116,268    $141,672    $ 66,521     $ 54,880   $ 18,481        $ 23,174
   Ratio of Expenses to
     Average Net Assets     1.28% <F1>     1.22%       1.24%        1.37%       1.25%      1.54%           0.90% <F4>
   Ratio of Net Income to
     Average Net Assets     4.35% <F1><F2> 2.87% <F2>  4.37%        5.75%       7.36%      7.25%           3.88% 
   Portfolio  Turnover     37.55% <F1>    90.11%      61.47%       28.05%      16.24%     24.98%          12.96%

- --------------------
<FN>
<F1>
Annualized.
<F2>
Dividend  receipts  from  REIT investments generally may  include  a  return  of
capital.  For financial reporting purposes, through September 30, 1993, the Fund
recorded  all  dividend  receipts, including  the  returns  of  capital  as  net
investment  income.   As  more  fully explained  in  Note  2  to  the  Financial
Statements, the Fund changed its dividend recognition policy for the fiscal year
ended  September  30,  1994.   The financial highlights  for  the  period  ended
September 30, 1989 and for the years ended September 30, 1990 through 1993  have
not been restated to conform to the 1994 presentation.

<F3>
Historically, the Fund has distributed to its shareholders amounts approximating
dividends received from the REITs.   As more fully explained in Note  2  to  the
Financial Statements, the Fund for fiscal year ended September 30, 1994, adopted
a  recently  released  accounting pronouncement affecting  the  presentation  of
distributions  to shareholders.  The financial highlights for the  period  ended
September 30, 1989 and for the years ended September 30, 1990 through 1993  have
not been restated to conform to the 1994 presentation.

<F4>
The  Investment Manager has reimbursed the Fund for certain expenses during  the
period from the effective date until investment operations commenced. The  ratio
of  expenses  to average net assets for the period January 4, 1989 to  September
30, 1989 would otherwise have been 1.00%.

<F5>
The  total  return figure for the periods ended September 30, 1989 and  December
31, 1994 have not been annualized.
</FN>
</TABLE>

                        INVESTMENT OBJECTIVE AND POLICIES

INVESTMENT OBJECTIVE

      The  Fund's investment objective is to obtain high total return consistent
with  reasonable  risk  by investing primarily in equity  securities  of  public
companies principally engaged in the real estate business.  Each investment will
be  selected based upon a determination by Heitman/PRA Securities Advisors, Inc.
("Heitman/PRA Advisors" or the "Investment Manager") that the anticipated  total
return, considering both income and potential for capital appreciation, is  high
relative  to  the risk assumed.  There can be no assurance that  the  Fund  will
achieve  its  objective and the Fund may not achieve as high a total  return  as
other investment companies that invest in a broader universe of securities.  The
Fund's  investment  objective is a fundamental policy of the  Fund  and  may  be
changed only by the affirmative vote of the holders of a majority of the  Fund's
shares.

INVESTMENT POLICIES

      The  Fund seeks to achieve its objective by investing in equity securities
of  public companies principally engaged in the real estate business.  A company
is "principally engaged" in the real estate business if at least 50% of the fair
market value of its assets, as determined by the Investment Manager, consists of
interests  in,  or at least 50% of its gross income or net profits  are  derived
from the ownership, construction, management, financing or sale of, residential,
commercial, or industrial real estate.  Equity securities in which the Fund  may
invest  are  limited  to  common  and preferred stocks,  convertible  bonds  and
convertible preferred stocks and warrants.  All equity securities in  which  the
Fund invests will be listed on a U.S. national securities exchange or traded  in
the over-the-counter market.

     Total return is composed of current income and capital appreciation.  Under
normal  circumstances,  the Fund will seek to maintain a balanced  portfolio  of
securities  which are income producing and securities which offer potential  for
capital appreciation.

      Under normal conditions at least 65% of the Fund's assets will be invested
in  the  equity  securities  of  companies,  a  majority  of  whose  assets  are
represented  by  the ownership of real property, including leasehold  interests.
Such  companies  may include equity, mortgage and hybrid real estate  investment
trusts  ("REITs")  and  other companies with substantial real  estate  holdings.
Although  not  an  investment policy of the Fund, it is anticipated  that  under
normal  circumstances  approximately 60% to 90% of the  Fund's  assets  will  be
invested  in  REITs  and  that a majority of the Fund's  REIT  investments  will
consist of equity securities of equity and hybrid REITs.

      The Fund may invest up to 35% of its total assets in equity securities  of
companies not principally engaged in the real estate business (as defined above)
but  nonetheless  engaged in businesses related thereto.   These  companies  may
include   manufacturers  and  distributors  of  building   supplies,   financial
institutions  which make or service mortgages, and companies whose  real  estate
assets are substantial relative to the companies' stock market valuations,  such
as retailers, railroads and paper and forest products companies.

REAL ESTATE INVESTMENT TRUSTS

     A REIT is a corporation or business trust (that would otherwise be taxed as
a corporation) which meets the definitional requirements of the Internal Revenue
Code  of  1986, as amended (the "Code").  The Code permits a qualifying REIT  to
deduct  the  dividends  paid,  thereby effectively eliminating  corporate  level
federal income tax and making the REIT a pass-through vehicle for federal income
tax  purposes.  To meet the definitional requirements of the Code, a REIT  must,
among other things:  invest substantially all of its assets in interests in real
estate  (including  mortgages and other REITs), cash and government  securities;
derive  most  of its income from rents from real property or interest  on  loans
secured  by mortgages on real property; and distribute annually 95% or  more  of
its otherwise taxable income to shareholders.

      REITs  are  sometimes informally characterized as equity  REITs,  mortgage
REITs  and  hybrid REITs.  An equity REIT invests primarily in the fee ownership
or  leasehold ownership of land and buildings; a mortgage REIT invests primarily
in  mortgages  on real property, which may secure construction,  development  or
long-term  loans;  and a hybrid REIT invests in both real  estate  equities  and
mortgages.

SHORT-TERM CASH MANAGEMENT AND TEMPORARY DEFENSIVE POLICIES

     For liquidity or temporary defensive purposes, the Fund may invest in money
market  mutual funds and in the following short-term debt securities (securities
with  remaining  maturities of less than one year):  high grade  corporate  debt
securities,   including   commercial  paper,  notes,   bonds   and   debentures;
certificates   of  deposit,  bankers'  acceptances  and  time   deposits;   debt
obligations  of  the U.S. Government including U.S. Treasury  bills,  bonds  and
notes  and obligations issued or guaranteed as to principal and interest by  the
U.S.  Government, its agencies and instrumentalities; and repurchase  agreements
that   are  fully  collateralized  by  U.S.  Government  obligations,  including
repurchase agreements that mature in more than seven days.  The Fund may  invest
up  to  10%  of its assets in such short-term securities on a regular  basis  to
maintain  liquidity  for  purposes of redeeming shares and  meeting  other  cash
obligations  of  the Fund.  When the Investment Manager believes that  financial
conditions  warrant, it may invest all or any portion of the  Fund's  assets  in
such  securities for temporary defensive purposes.  The Fund may not invest more
than  25% of its assets in securities or obligations issued by banks.  When  the
assets  of the Fund are invested in short-term securities, the Fund will not  be
invested in a manner consistent with achieving its investment objective.

      Repurchase agreements involve transactions by which an investor  (such  as
the  Fund) purchases a security and simultaneously obtains the commitment of the
seller  (a  bank or broker-dealer) to repurchase the security at an  agreed-upon
price  on  an  agreed-upon date within a number of days (usually not  more  than
seven) from the date of purchase.  The Fund may enter into repurchase agreements
with banks or primary dealers of U.S. Government securities, provided the Fund's
custodian  always  has possession of the securities serving as collateral  whose
market  value  at  least  equals  the amount  of  the  institution's  repurchase
obligation.   The resale price reflects the purchase price plus  an  agreed-upon
market rate of interest which is unrelated to the coupon rate or maturity of the
purchased  security.  A repurchase transaction involves the  obligation  of  the
seller  to  pay the agreed-upon price, which obligation is in effect secured  by
the  value  of  the  underlying security.  The holder of a repurchase  agreement
bears  the  risk  that the issuer thereof will be unable to meet its  repurchase
obligation when due; however, since the repurchase agreement is in effect  fully
collateralized  by  the  underlying security,  the  risk  of  loss  on  such  an
instrument  is minimal.  Repurchase agreements may also be viewed as loans  made
by  the  Fund  which are collateralized by the securities subject to repurchase.
In  the  event  of a bankruptcy or other default by the seller of  a  repurchase
agreement,  the Fund could experience both delays in liquidating the  underlying
security  and could experience losses, including:  (i) the possible  decline  in
the  value of the underlying security during the period while the Fund seeks  to
enforce its rights thereto; (ii) possible subnormal levels of income and lack of
access to income during this period; and (iii) expenses of enforcing its rights.

COMPANIES WITH LIMITED OPERATING HISTORIES

     The Fund's portfolio may include securities of companies which have limited
operating  histories  and may not yet be profitable.  The  investments  in  such
companies  offer  opportunities for capital gains, but entail significant  risks
including,  but  not  limited to, the volatility of  the  stock  price  and  the
viability of the firms' operations.  The Fund will not invest in companies which
together with predecessors have operating histories of less than three (3) years
if  immediately thereafter and as a result of such investment the value  of  the
Fund's  holdings of such securities (other than securities of REITs) exceeds  5%
of  the value of the Fund's total assets.  Although not an investment policy  of
the  Fund, it is anticipated that under normal circumstances, approximately  10%
to  15% of the REITs in which the Fund invests will have operating histories  of
less than three years.

BORROWING

      The  Fund is authorized to borrow an amount not to exceed 33% of the value
of its total assets (including the amount borrowed) for temporary administrative
purposes, and to pledge all or any portion of its assets in connection with such
borrowings.   Such  borrowings may be used for ongoing cash needs  of  the  Fund
including  the  payment of redemptions, dividends and other  administrative  and
operating  expenses.  The Fund may not borrow for the purpose of leveraging  its
investment  portfolio.   The Fund may not purchase additional  securities  while
outstanding borrowings exceed 5% of the value of its total assets.

PORTFOLIO TURNOVER

      The  Fund does not intend to use short-term trading as a primary means  of
achieving its investment objective.  The Fund, however, does expect to engage in
portfolio  trading  when  considered  appropriate.   Although  the  Fund  cannot
accurately  predict its annual portfolio turnover rate, it is  not  expected  to
exceed 75%.  A 75% turnover rate would occur, for example, if the lesser of  the
value  of  purchases or sales of portfolio securities for a year (excluding  all
securities whose maturities at acquisition were one year or less) were equal  to
75%  of the average monthly value of the securities held by the Fund during such
year.   Higher  portfolio  turnover  rates  will  increase  aggregate  brokerage
commission  expenses which must be borne directly by the Fund and ultimately  by
the Fund's shareholders.

LENDING OF PORTFOLIO SECURITIES

     From time to time, the Fund may lend portfolio securities to broker-dealers
for  the  purpose of realizing additional income.  The total amount of all  such
loans  outstanding  will not exceed 33% of the Fund's total  assets.   Loans  of
portfolio  securities  will  be collateralized by cash,  letters  of  credit  or
securities  issued  or guaranteed by the U.S. Government or its  agencies  which
will  be  maintained at all times in an amount equal to at  least  100%  of  the
current  market value of the loaned securities.  Although each loan  transaction
must be fully collateralized at all times, it will involve some risk to the Fund
if  the party borrowing the securities should default on its obligation and  the
Fund  is  delayed  in  or prevented from recovering the collateral.   Securities
loaned by the Fund will remain subject to fluctuations of market value.

                                  RISK FACTORS

      The  Fund  is  not  intended to constitute a complete investment  program.
Under  normal circumstances, at least 65% of the Fund's assets will be  invested
in  the  equity securities of companies principally engaged in the  real  estate
industry.  Because the Fund will be concentrated in this industry, the Fund  may
be  subject  to the risks associated with the direct ownership of  real  estate.
For  example, real estate values may fluctuate as a result of general and  local
economic  conditions,  overbuilding  and  increased  competition,  increases  in
property  taxes  and  operating expenses, changes in zoning  laws,  casualty  or
condemnation  losses, regulatory limitations on rents, changes  in  neighborhood
values,  changes  in  the  appeal of properties to  tenants,  and  increases  in
interest  rates.   The value of securities of companies which service  the  real
estate  business sector may also be affected by such risks.  Thus, the value  of
the  Fund's shares may change at different rates compared to the value of shares
of a mutual fund with investments in many industries.

      Because the Fund may invest a substantial portion of its assets in  REITs,
the Fund may also be subject to certain risks associated with direct investments
in  REITs.   REITs  may be affected by changes in the value of their  underlying
properties  and  by  defaults by borrowers or tenants.  Furthermore,  REITs  are
dependent  upon specialized management skills, have limited diversification  and
are,  therefore,  subject to risks inherent in financing  a  limited  number  of
projects.  REITs depend generally on their ability to generate cash flow to make
distributions   to   shareholders,  and  certain  REITs  have   self-liquidation
provisions  by  which  mortgages held may be paid in full and  distributions  of
capital returns may be made at any time.  In addition, the performance of a REIT
may  be  affected by its failure to qualify for tax-free pass-through of  income
under the Code or its failure to maintain exemption from registration under  the
Investment Company Act of 1940 (the "1940 Act").

      Although  an investment in the Fund is not without risk, the Fund  follows
certain  polices  in  managing its investments which may help  to  reduce  these
risks.  Set forth below are the more significant investment restrictions:

  1.The  Fund may not purchase a security if, as a result:  (a) with respect  to
     75%  of  its  total assets, (i) more than 5% of its total assets  would  be
     invested in the securities of any single issuer or (ii) the Fund would  own
     more  than 10% of the voting securities of any single issuer; and (b)  more
     than  5% of its net assets would be invested in the securities of companies
     (other  than  REITs) which together with their predecessors  have  been  in
     continuous operation for less than three years.  These limitations  do  not
     apply to investments in U.S. Government securities.
  
  2.The  Fund may borrow money solely for temporary administrative purposes  but
     not  in  an amount exceeding 33% of its total assets (including the  amount
     borrowed).   The  Fund  may not borrow for the purpose  of  leveraging  its
     investment  portfolio.   The  Fund may not purchase  additional  securities
     while outstanding borrowings exceed 5% of the value of its assets.
  
  3.The  Fund  may  temporarily lend its portfolio securities to  broker-dealers
     but  only  when  the loans are fully collateralized.  The Fund  will  limit
     these loans to 33% of its total assets.
  
  4.The  Fund  may  not  invest  more than 10% of its  net  assets  in  illiquid
     securities,  including  securities  restricted  as  to  resale,  repurchase
     agreements  extending for more than seven days and other  securities  which
     are not readily marketable.

      These  investment  restrictions  may not be  changed  without  shareholder
approval,  except that the restriction in paragraph 1(b) may be changed  by  the
Board  without  shareholder  approval.  For a complete  listing  of  the  Fund's
fundamental  investment  restrictions,  see  the  section  entitled  "Additional
Information  Regarding Investment Policies and Limitations" in the Statement  of
Additional Information.

                             MANAGEMENT OF THE FUND

      The  Board of Trustees is responsible for the overall supervision  of  the
business  and  affairs  of  the  Fund and has approved  contracts  with  certain
organizations to provide day-to-day management of the Fund.

      The  Fund  has  entered  into  an  Investment  Management  Agreement  with
Heitman/PRA Advisors to furnish investment services to the Fund.  The Investment
Management  Agreement  was approved by the Fund's shareholders  on  January  23,
1995.   The Investment Manager directs the investments of the Fund in accordance
with the Fund's investment objective and policies subject to supervision by  the
Board  of  Trustees.   Specifically, the Investment Manager is  responsible  for
performing  the following services:  (a) furnishing continuously  an  investment
program  for the Fund and (b) determining which investments should be purchased,
held,  sold  or  exchanged by the Fund and what portion, if any, of  the  Fund's
assets  should  be  held uninvested.  In connection with the management  of  the
investment  and  reinvestment of the Fund's assets, the  Investment  Manager  is
authorized  to  select  brokers  or  dealers  to  execute  purchase   and   sale
transactions  for  the  Fund.   In  addition, the  Investment  Manager  manages,
supervises and conducts such other affairs and business of the Fund as the Trust
and the Investment Manager may determine from time to time.  For these services,
the  Fund pays Heitman/PRA Advisors a fee, calculated daily and paid monthly  in
arrears, at the annual rate of 0.75% of the Fund's first $100 million of average
daily net assets and 0.65% of the average daily net assets of the Fund in excess
of  $100  million.  The Investment Manager has agreed that if the total expenses
of  the Fund (exclusive of interest, taxes, brokerage expenses and extraordinary
items) for any fiscal year of the Fund exceed (i) 1.75% of the first $50 million
of the Fund's average net assets, or (ii) 1.50% of the Fund's average net assets
in  excess of $50 million, the Investment Manager will pay or reimburse the Fund
for that excess up to the amount of its advisory fee payable with respect to the
Fund  during  that  fiscal  year.   As required  by  the  State  of  California,
Heitman/PRA  Advisors has agreed to exclude all assets of  the  Fund  which  are
invested  in  shares of any money market mutual fund for purposes of calculating
its advisory fee.  The fee paid by the Fund, although higher than the investment
advisory  fees paid by most other mutual funds, is comparable to the  fees  paid
for  similar  services  by  many funds with similar  investment  objectives  and
policies.

      Heitman/PRA Advisors is a corporation organized on November 14, 1994 under
the  laws  of Illinois to provide investment advice and discretionary management
primarily  with respect to investment in publicly traded securities  of  issuers
principally  engaged in the real estate business.  Michael T. Oliver,  President
of  the Trust and Dean A. Sotter, Vice President and Chief Financial Officer  of
the  Trust  are  primarily responsible for monitoring the day-to-day  investment
activity  of  the Fund.  Messrs. Oliver and Sotter have extensive experience  in
direct  real  estate analysis, securities research and portfolio  management  of
publicly traded real estate securities.  For additional biographical information
with  respect  to  Messrs.  Oliver  and  Sotter  and  additional  personnel   of
Heitman/PRA  Advisors  who  are also officers of  the  Trust,  see  the  section
entitled  "Management of the Trust" in the Statement of Additional  Information.
The  address  of Heitman/PRA Advisors is 180 North LaSalle Street,  Suite  3600,
Chicago, Illinois  60601.

     Heitman/PRA Advisors is a wholly owned subsidiary of Heitman Financial Ltd.
("Heitman")  which  is  a  wholly owned subsidiary of  United  Asset  Management
Corporation ("UAM").  Affiliates of Heitman and UAM serve as investment advisers
and  managers  to  funds,  other  collective investment  vehicles  and  separate
accounts established for investment in real estate by pension and profit sharing
trusts, corporations, endowments, foundations and other tax-exempt institutional
investors.   As  of December 31, 1994, affiliates of Heitman and UAM  had  gross
assets under management totaling over $104 billion.

     Since its inception in 1989 through November, 1994, the Fund was advised by
PRA  Securities Advisors, L.P.  The general partner of PRA Securities  Advisors,
L.P. was JMB Institutional Securities Corporation whose assets were acquired  by
Heitman in December, 1994.

      From  time  to  time, Heitman/PRA Advisors may, without  prior  notice  to
shareholders,  voluntarily waive all or a portion of its  fees  payable  by  the
Fund.   This would have the effect of lowering the overall expense ratio of  the
Fund, and of increasing the yield or return to investors while the fee waiver is
in  effect.   Any  such  waiver in effect from time to time  may  be  terminated
without prior notice to shareholders.

      The  Fund  has  also entered into contracts with Rodney Square  Management
Corporation  ("Rodney Square"), Rodney Square North, 1100 North  Market  Street,
Wilmington, DE  19890-0001, and Rodney Square Distributors, Inc. ("RSD"), Rodney
Square North, 1100 North Market Street, Wilmington, DE  19890-0001, pursuant  to
which  Rodney  Square  provides administrative, accounting and  transfer  agency
services  to the Fund and RSD provides distribution services to the Fund.   Both
Rodney  Square and RSD are wholly owned subsidiaries of Wilmington Trust Company
("WTC"),  a  Delaware-chartered banking institution and the  Trust's  Custodian.
For  administrative services the Fund pays Rodney Square a fee, calculated daily
and  paid  monthly in arrears, at the annual rate of .10% of the Fund's  average
daily  net  assets  allocable  to Institutional Class  shares.   For  accounting
services  the  Fund pays Rodney Square an annual fee of $45,000 plus  an  amount
equal  to  .02% of that portion of the Fund's average daily net assets allocable
to Institutional Class shares for the year which are in excess of $100 million.

      Among  the  services  provided by Rodney Square are  the  following:   the
coordination  and  monitoring of any third parties furnishing  services  to  the
Fund;  providing the necessary office space, equipment and personnel to  perform
administrative  and  clerical  functions for the  Fund;  preparing,  filing  and
distributing  proxy materials and periodic reports to shareholders;  preparation
and filing of registration statements and other documents or reports required by
federal, state and other laws; preparation and maintenance of financial  records
of the Fund; and determination of net asset values and dividends for the Fund.

                        DETERMINATION OF NET ASSET VALUE

      The  net  asset  value  per share of the Fund's shares  is  determined  by
dividing  the current value of the Fund's assets, less its liabilities,  by  the
number  of outstanding shares of the Fund.  The Fund calculates net asset  value
as of the close of regular trading hours of each business day the New York Stock
Exchange  (the  "NYSE") is open.  The NYSE is currently closed on the  following
holidays:   New  Year's  Day,  Presidents'  Day,  Good  Friday,  Memorial   Day,
Independence Day, Labor Day, Thanksgiving Day and Christmas Day.

      Generally, the Fund's investments are valued at market value  or,  in  the
absence  of  a market value, in such manner as the Trustees in good  faith  deem
appropriate to reflect the investment's fair value.  In determining fair  value,
the Trustees may employ an independent pricing service.  For further information
concerning  the  Fund's  procedures for valuing  its  assets,  see  the  section
entitled "Valuation of Shares" in the Statement of Additional Information.

                INCOME DIVIDENDS AND CAPITAL GAINS DISTRIBUTIONS

     It is the policy of the Fund to declare and distribute dividends consisting
of  substantially  all  of  the Fund's net investment income  quarterly  and  to
declare  and  distribute  dividends of net short-term  capital  gains,  if  any,
annually.  Net capital gains (the excess of net long-term capital gains over net
short-term capital losses) will be declared and distributed annually.  The  Fund
intends to make such additional distributions as deemed to be necessary to avoid
the imposition of any federal excise tax.  The Fund has historically and intends
to make distributions which represent return of capital to its shareholders.

      Any  income, dividend or capital gains distribution paid shortly  after  a
purchase of shares will reduce the net asset value per share of the Fund by  the
amount of the distribution and such distributions are subject to taxes.

      Dividends and distributions will be automatically reinvested in additional
shares  of  the Fund, without charge, at net asset value, unless the shareholder
chooses one of the following options:
     o Automatic  reinvestment of dividends in shares of the Fund,  and  payment
       of capital gains distributions in cash;
     o Automatic  reinvestment of capital gains distributions in shares  of  the
       Fund, and payment of dividends in cash; or
     o All dividends and capital gains distributions paid in cash.

      Options  for the receipt of dividends and distributions may be changed  at
any time by writing to the Trust, c/o Rodney Square Management Corporation, P.O.
Box 8987, Wilmington, DE 19899-9752.

      Checks which are sent to shareholders who have requested dividends  and/or
capital  gains  distributions  to be paid in cash  and  which  are  subsequently
returned by the United States Postal Service as not deliverable or which  remain
uncashed for six months or more will be invested in the shareholder's account at
the   then   current  net  asset  value.   Further,  subsequent  dividends   and
distributions will be automatically reinvested in the shareholder's account.

                                   TAX STATUS

      The  Fund  intends  to continue to qualify and elect to  be  treated  each
taxable year as a "regulated investment company" under subchapter M of the Code.
Accordingly, the Fund will not be liable for federal income taxes to the  extent
its  net investment income and capital gains net income (excess of capital gains
over capital losses) are distributed to shareholders, provided that at least 90%
of  its  net investment income and net short-term capital gains for the  taxable
year are distributed.  Dividends from net investment income and distributions of
net  short-term capital gains are taxable to shareholders as ordinary income for
federal  income tax purposes, whether received in cash or invested in additional
shares  of  the  Fund.   Distributions of  net  capital  gains  are  taxable  to
shareholders  as long-term capital gains, whether paid in cash or reinvested  in
additional  shares, and regardless of the length of time the investor  has  held
his shares of the Fund.
     A small portion of the dividends paid by the Fund to corporate shareholders
may  qualify for the 70% dividends received deduction available to corporations;
dividends that are attributable to distributions made by a REIT to the Fund will
not  qualify.  Capital gains distributions paid by the Fund do not  qualify  for
this  deduction.  The Fund will notify shareholders each year of the  amount  of
the dividends qualifying for such deduction.

      The  Fund  is  subject to a nondeductible 4% excise tax  calculated  as  a
percentage  of  certain  undistributed amounts of taxable  ordinary  income  and
capital gain net income.  The Fund intends to make such additional distributions
of  taxable  ordinary income and capital gain net income as may be necessary  to
avoid this excise tax.

      The  distributions  received by the Fund from  its  investments  may,  for
federal  income  tax  purposes, consist of ordinary  income,  long-term  capital
gains,  or a return of capital.  The characterization of these distributions  to
the  Fund may, in turn, affect the tax treatment of the Fund's distributions  to
its  shareholders.   Statements  as  to the tax  status  of  each  shareholder's
dividends  and distributions are mailed annually by the Fund.  Shareholders  may
wish  to  consult their tax advisers about any state and local  taxes  that  may
apply  to  payments received and, in particular, to determine whether  dividends
paid by the Fund that represent interest derived from U.S. Government securities
are exempt from any applicable state or local income taxes.

     Shareholders of the Fund should also be aware that, because the share price
of  the  Fund  will fluctuate, redemptions of shares of the Fund will  generally
result in the realization of capital gains or losses.

                               PURCHASE OF SHARES

      Institutional Class shares of the Fund may be purchased directly from RSD,
the  Distributor of the Institutional Class shares, at the net asset value  next
determined after receipt of the order by the Transfer Agent, Rodney Square,  and
after acceptance by RSD.  There is no sales load in connection with the purchase
of  Institutional  Class shares.  The Trust and RSD each reserve  the  right  to
reject  any  purchase  order and to suspend the offering of Institutional  Class
shares  of  the Fund.  The minimum initial investment is $250,000,  except  that
institutions  purchasing shares of the Fund on behalf of accounts maintained  by
the  institution  may  aggregate such accounts to satisfy  the  minimum  initial
investment requirement.  Shareholders purchasing shares after May 15,  1995  are
required  to  maintain $250,000 in their account, and the Fund may involuntarily
redeem  any  account which, as a result of redemptions, falls and remains  below
$250,000  for  a  period  of 60 days after notice is mailed  to  the  applicable
shareholder.  Subsequent investments will be accepted in any amount.  The  Trust
reserves the right to vary the initial investment minimum and institute minimums
for additional investments at any time.  In addition, the Investment Manager may
waive  the  minimum  initial investment requirement for  any  investor.   It  is
anticipated  that the minimum initial investment amount will be waived  for  the
following investors, among others:  Trustees and officers of the Trust; officers
and  employees  of  Heitman and each of its subsidiaries (including  Heitman/PRA
Advisors);  and  officers  and  employees of ACG Capital  Corporation,  Advisory
Consulting Group, Inc., Rodney Square and RSD.

      At  the  discretion of the Trust, investors may be permitted  to  purchase
shares  by  transferring  securities to the  Fund  that:  (i)  meet  the  Fund's
investment objectives and policies; (ii) are acquired for investment and not for
resale;  (iii)  are liquid securities which are not restricted  as  to  transfer
either  by  law or liquidity of market; and (iv) have a value which  is  readily
ascertainable (and not established only by evaluation procedures)  as  evidenced
by  a  listing on the American Stock Exchange, the NYSE, or NASDAQ.   Securities
transferred  to  the Fund will be valued in accordance with the same  procedures
used to determine the Fund's net asset value.

      Purchase orders for shares of the Fund which are received by the  Transfer
Agent  in  proper form prior to the close of regular trading hours on  the  NYSE
(currently 4:00 p.m., New York time) on any day that the Fund calculates its net
asset value are priced according to the net asset value determined on that  day.
Purchase orders for shares of the Fund received after the close of the NYSE  are
priced  as  of  the time the net asset value per share is next determined.   See
"Determination of Net Asset Value."

     The Fund may accept telephone orders from certain broker-dealers or service
organizations  which  have been previously approved by  the  Fund.   It  is  the
responsibility  of  such  broker-dealers or service  organizations  to  promptly
forward  purchase orders and payments for the same to the Fund.  Shares  of  the
Fund  may  be  purchased through certain broker-dealers, banks, and  bank  trust
departments who may charge the investor a transaction fee or other fee for their
services  at the time of purchase.  Such fees would not otherwise be charged  if
the shares were purchased directly from the Fund.

     Purchases may be made in one of the following ways:

PURCHASES BY MAIL

       Shares   may   be  purchased  initially  by  completing  the  Application
accompanying  this  Prospectus and mailing it to  the  Trust's  Transfer  Agent,
together  with  a check payable to Heitman Securities Trust, c/o  Rodney  Square
Management  Corporation, P.O. Box 8987, Wilmington, DE 19899-9752.   A  purchase
order  sent  by  overnight  mail  should be sent  to  Rodney  Square  Management
Corporation,  1105  North  Market  Street,  Wilmington,  DE  19801.   Subsequent
investments  in an existing account in the Fund may be made at any time  and  in
any amount by sending a check payable to the Trust, c/o Rodney Square Management
Corporation,  P.O.  Box 8987, Wilmington, DE 19899-9752, and using  the  deposit
slip  found at the bottom of each shareholder statement or along with  a  letter
stating  the amount of the investment and the name of the account for which  the
investment is to be made.

PURCHASES BY WIRE

      To  order  shares for purchase by wire, the Transfer Agent must  first  be
notified  by  calling (800) 435-1405.  Shares of the Fund may  be  purchased  by
wiring  federal  funds to WTC.  Following notification to  the  Transfer  Agent,
federal  funds and registration instructions should be wired through the Federal
Reserve System to:

             Wilmington Trust Company
             ABA # 0311-0009-2
             DDA # 2629-5416
             Further credit to Heitman Real Estate Fund
             Further credit (Shareholder's Name)
             Fund Account Number

     All investors making initial investments by wire must promptly complete the
Application  accompanying this Prospectus and forward it to the Transfer  Agent.
Redemptions will not be processed until the Application has been received by the
Transfer Agent.

INDIVIDUAL RETIREMENT ACCOUNTS

      Shares of the Fund may be purchased for tax-deferred retirement plans such
as  individual  retirement accounts ("IRAs").  Application forms  and  brochures
describing  investments  for IRAs can be obtained from  the  Transfer  Agent  by
calling  (800)  435-1405.  WTC makes available its services as an IRA  custodian
for each shareholder account that is established as an IRA.  For these services,
WTC receives an annual fee of $10.00 per account, which fee is paid directly  to
WTC  by the IRA shareholder.  If the fee is not paid by the date due, shares  of
the  Fund owned by the IRA will be redeemed automatically for purposes of making
the payment.

                                   REDEMPTIONS

      Shareholders may redeem their shares of the Fund without charge on any day
that  the  Fund calculates its per share net asset value (see "Determination  of
Net  Asset  Value").  Redemptions will be effective at the net asset  value  per
share  next  determined after the receipt by the Transfer Agent of a  redemption
request  meeting  the  requirements described below.  The  Fund  normally  sends
redemption  proceeds  on  the next business day, but  in  any  event  redemption
proceeds are sent within seven calendar days of receipt of a redemption  request
in proper form.

      Except as noted below, redemption requests received in proper form by  the
Transfer  Agent  prior  to  the close  of regular  trading  hours  on  the  NYSE
(currently  4:00  p.m.,  New  York  time) on any  business  day  that  the  Fund
calculates  its per share net asset value are effective that day and the  shares
redeemed earn dividends declared through the day of redemption.

      Redemption requests received after the close of the NYSE are effective  as
of  the  time  the net asset value per share is next determined.  NO  REDEMPTION
WILL  BE PROCESSED UNTIL THE TRANSFER AGENT HAS RECEIVED A COMPLETED APPLICATION
WITH RESPECT TO THE ACCOUNT.

      The  Fund  will satisfy redemption requests in cash to the fullest  extent
feasible,  so long as such payments would not, in the opinion of the  Investment
Manager  or  the  Trustees, result in the necessity of the Fund  selling  assets
under   disadvantageous  conditions  and  to  the  detriment  of  the  remaining
shareholders  of  the  Fund.  The Fund may distribute  Fund  assets  in-kind  in
satisfaction  or  partial satisfaction of the amount payable  on  redemption  of
shares  in conformity with applicable Securities and Exchange Commission ("SEC")
rules  and  valued  in  the same way as they would be  valued  for  purposes  of
computing  net  asset  value  of  the  Fund.   In  the  event  that  an  in-kind
distribution is made, a shareholder may incur additional expenses, such  as  the
payment  of  brokerage  commissions, on the sale or  other  disposition  of  the
securities received from the Fund. In-kind payments need not constitute a cross-
section  of the Fund's portfolio.  The Fund has elected, however, to be governed
by  Rule 18f-1 under the 1940 Act, as a result of which the Fund is obligated to
redeem  shares  solely  in  cash if the redemption  requests  are  made  by  one
shareholder account up to the lesser of $250,000 or 1% of the net assets of  the
applicable  Portfolio  during any 90-day period.  This election  is  irrevocable
unless the SEC permits its withdrawal.

      The  Fund reserves the right, if conditions exist which make cash payments
undesirable, to honor any request for redemption, whose value exceeds  $250,000,
by  making payment in whole or in part with readily marketable securities chosen
by  the Fund and valued in the same way as they would be valued for purposes  of
computing the net asset value of the applicable Portfolio.  If payment  is  made
in  securities, a shareholder may incur transaction expenses in converting these
securities into cash.
      Redemption  proceeds in cash or in-kind will be remitted  to  a  redeeming
shareholder  by check payable, or securities transferred, only to the  redeeming
shareholder  or  such shareholder's designated representative and  only  to  the
shareholder's  address, or that of the shareholder's designated  representative,
on the books of the Fund.  A shareholder may request that redemption proceeds be
wired directly to the shareholder's account at any commercial bank in the United
States.   The redemption proceeds must be paid to the same bank and  account  as
designated  on the application or in written instructions subsequently  received
by the Transfer Agent.

     Shares may be redeemed in one of the following ways:

REDEMPTION BY MAIL

      Shares  may be redeemed by submitting a written request for redemption  to
the  Transfer  Agent at P.O. Box 8987, Wilmington, DE 19899-9752.  A  redemption
request sent by overnight mail should be sent to the Transfer Agent, 1105  North
Market Street, Wilmington, DE 19801.

      A  written redemption request to the Transfer Agent must (i) identify  the
shareholder's account name, (ii) state the number of shares to be redeemed,  and
(iii)  be  signed by each registered owner exactly as the shares are registered.
If  the  shares to be redeemed were issued in certificate form, the certificates
must be endorsed for transfer (or be accompanied by an endorsed stock power) and
must be submitted to the Transfer Agent together with the redemption request.  A
redemption request for any amount, if the proceeds are to be sent elsewhere than
the  address  of  record,  must be accompanied by signature  guarantee(s).   The
guarantor  of  a  signature must be an eligible institution  acceptable  to  the
Fund's  Transfer  Agent,  such as a bank, broker, dealer,  municipal  securities
dealer,   government  securities  dealer,  credit  union,  national   securities
exchange,  registered  securities  association,  clearing  agency,  or   savings
association.   The  Trust  may  require  additional  supporting  documents   for
redemptions  made  by  corporations,  executors,  administrators,  trustees  and
guardians.   A  redemption request will not be deemed to  be  properly  received
until  the  Transfer  Agent  receives all required  documents  in  proper  form.
Questions  with  respect to the proper form for redemption  requests  should  be
directed to the Transfer Agent at (800) 435-1405.

REDEMPTION BY TELEPHONE

     Shareholders who have so indicated on the Application, or have subsequently
arranged  in  writing  to do so, may redeem shares by instructing  the  Transfer
Agent  by  telephone.  To follow up a telephone request for  redemption,  please
forward  to  the Transfer Agent a written request for redemption which  includes
the  required  signatures of authorized persons on the account.  The  subsequent
written  confirmation and signature guarantee of a telephone redemption  may  be
waived  for  certain  broker-dealers or service organizations  which  have  been
previously approved by the Fund.

      In  order to arrange for redemption by wire or telephone after an  account
has  been  opened  or  to  change  the bank or  account  designated  to  receive
redemption proceeds, a written request must be sent to the Transfer Agent at the
address  listed  above.  Such requests must be signed by the  shareholder,  with
signatures  guaranteed  (see "Redemption by Mail" above  for  details  regarding
signature   guarantees).    Further  documentation   may   be   requested   from
corporations, executors, administrators, trustees or guardians.

     The Trust reserves the right to refuse a wire or telephone redemption if it
is believed advisable to do so.  Procedures for redeeming Fund shares by wire or
telephone may be modified or terminated at any time by the Trust.

                             PERFORMANCE INFORMATION

      From  time  to  time, in advertisements or in reports to  shareholders  or
prospective  investors,  the Fund may provide yield  and  average  annual  total
return information, and the Fund may compare its performance, either in terms of
its  total  return or its yield and total return, to that of other mutual  funds
with  similar investment objectives and to other relevant indices.  For example,
the  Fund  may compare its performance to rankings prepared by Lipper Analytical
Services,  Inc.,  a  widely recognized independent service  which  monitors  the
performance  of  mutual funds, or to other indices as appropriately  determined.
Total  return  and  yield  information may be useful  in  reviewing  the  Fund's
performance  and  for  providing a basis for comparison  with  other  investment
alternatives.  However, since the performance of the Fund changes in response to
fluctuations  in  market conditions and Fund expenses, no performance  quotation
should  be  considered  a representation as to the Fund's  performance  for  any
future  period.  The Fund's Annual Report to Shareholders will contain  detailed
information with respect to the performance of the Fund.  The Annual Report will
be made available free of charge to prospective investors upon request.

      The  yield of the Fund refers to the income generated by an investment  in
the  Fund over a specified one month period identified in the advertisement  and
is  computed  by  dividing the net investment income  per  share  earned  for  a
specified  one month period by the net asset value at the end of the  month  and
expressing  the result as an annualized percentage.  In computing net investment
income all recurring charges are recognized.

      The  Fund's  average  annual total return generally measures  the  average
annual  percentage growth in the dollar value of an investor's  account  over  a
specified period, based on a hypothetical $1,000 initial investment in the  Fund
and  assuming the reinvestment of all dividends and distributions.  The Fund may
also  utilize  a  total  return computed in the same manner  but  for  differing
periods  and  without  annualizing the total return.  The Fund  may  show  total
return  broken down into its components of investment gain (or loss)  and  total
income (or distribution).

                             ADDITIONAL INFORMATION

ORGANIZATION, CAPITALIZATION AND VOTING

      Heitman  Securities Trust is organized as a Massachusetts  business  trust
under a Master Trust Agreement dated September 15, 1988, as Amended and Restated
on  February  28,  1995.  The Trust is registered with the SEC  as  an  open-end
management investment company.

      Under  Massachusetts law and pursuant to the Master Trust  Agreement,  the
Trust  is  authorized  to  issue an unlimited number  of  shares  of  beneficial
interest  in separate series, with shares of each series representing  interests
in a separate portfolio of assets and operating as a separate distinct fund.  In
addition,  the  Trust is authorized to issue an unlimited number of  classes  of
shares  of  beneficial  interest  in  each  series.   To  date,  the  Trust  has
established one series, the Heitman Real Estate Fund with two classes of shares,
designated  as the Heitman/PRA Institutional Class and the Advisor Class.   Each
Fund  share represents an equal proportionate interest in the Fund,  has  a  par
value  of  $.001 per share, and is entitled to such dividends and  distributions
earned  on the assets belonging to the Fund as may be declared by the  Board  of
Trustees.  Shares of the Fund are fully paid and non-assessable by the Trust and
have no preemptive or conversion rights.

      The  Trust is not required to hold annual shareholder meetings.   However,
special  meetings  may  be  called for purposes such  as  electing  or  removing
Trustees,   changing  fundamental  investment  policies  or  approving   certain
contracts.  Shareholders holding an aggregate of at least 10% of the outstanding
shares  of  the Fund may request a meeting of shareholders at any time  for  the
purpose  of  voting to remove one or more of the Trustees, and  the  Trust  will
assist shareholders in communicating with other shareholders in connection  with
such  a  meeting.  At any meeting of shareholders, each share shall entitle  the
holder thereof to one vote.

      Certificates for Fund shares are issued only upon specific written request
to  the Fund's Transfer Agent.  However, within five business days from the date
of  completion  of each purchase or redemption transaction in  an  account,  the
Transfer Agent will mail to the shareholder a confirmation statement which  will
indicate  the number of shares involved and the balance of shares  held  in  the
account.   The  Trust  also  sends  quarterly  and  annual  statements  to  each
shareholder  indicating the status of the shareholder's account.   In  addition,
shareholders  will  receive  quarterly and annual financial  statements  of  the
Trust.

CUSTODIAN, TRANSFER AGENT, DISTRIBUTOR AND INDEPENDENT PUBLIC ACCOUNTANTS

      Wilmington  Trust Company, Rodney Square North, 1100 North Market  Street,
Wilmington,  Delaware 19890-0001 (the "Custodian") serves as  Custodian  of  the
Fund's assets.  The Custodian acts as the depository for the Fund, safekeeps its
portfolio  securities, collects all income and other payments  with  respect  to
portfolio  securities,  disburses monies at the  Fund's  request  and  maintains
records in connection with its duties.

      Rodney  Square Management Corporation, P.O. Box 8987, Wilmington, Delaware
19899-9752 serves as the Fund's Transfer Agent.  As Transfer Agent, it maintains
the  records  of  each  shareholder's  account,  answers  shareholder  inquiries
concerning  accounts, processes purchases and redemptions of the Fund's  shares,
acts  as dividend and distribution disbursing agent and performs all shareholder
service  functions.  All shareholder inquiries with respect  to  these  services
should be directed to Rodney Square at (800) 435-1405.

      Rodney  Square Distributors, Inc., Rodney Square North, 1100 North  Market
Street,   Wilmington,  Delaware  19890-0001  serves  as  the  Distributor   with
responsibility  for  distributing the Institutional  Class  shares.   Applicable
banking   laws   prohibit  deposit-taking  institutions  from  underwriting   or
distributing  securities.  WTC and its affiliates believe and have been  advised
by  their  counsel  that  they may perform the services  contemplated  by  their
respective  agreements  with the Trust without violation of  applicable  banking
laws  or  regulations.  If WTC or its affiliates were prohibited from performing
these services, it is expected that the Trust's Board of Trustees would consider
entering into agreements with other entities.

      Arthur  Andersen  LLP, Philadelphia, Pennsylvania  serves  as  the  Fund's
independent  public  accountants with responsibility  for  auditing  the  Fund's
annual financial statements.

ADDITIONAL INFORMATION

      Additional  information regarding the Fund and the Trust may  be  obtained
from  the Trust at the address and telephone number listed on the cover of  this
Prospectus.


PURCHASE APPLICATION             HEITMAN REAL ESTATE FUND - INSTITUTIONAL CLASS
                                 c/o Rodney Square Management Corporation
                                 P.O. Box 8987
                                 Wilmington, DE  19899-9752

MINUMUM INITIAL INVESTMENT - $250,000
- --------------------------

         By Mail:  Check enclosed for $            payable to Heitman Securities
   ---                                 -----------
                   Trust

         By Federal Funds wire:                            sent a wire of
   ---                           -------------------------
                                   Name of Bank
         $                     on              (date) with assigned control #
          --------------------    ------------
         K
           -------------------

NAME (IMPORTANT - Please Print)
- ----

1.       Trust:
   ---          ----------------------------------------------------------------
                   Name of Trustee

         As Trustee for
                        --------------------------------------------------------
                          Name of Trust (if any)

         -------------------------------------  --------------------------------
           Date of Trust Agreement                Tax ID #

2.       Individual
   ---              ------------------------------------  ----------------------
                     First         M.I.    Last             S.S. or Tax ID #

3.       Joint Tenants
   ---              ------------------------------------  ----------------------
                     First         M.I.    Last             S.S. or Tax ID #

     (Right of Survivorship Presumed, Unless Otherwise Indicated)

4.       Uniform Gift to Minor
   ---                         --------------------------------- ---------------
                                Custodian's Name                 Minor's State
                                                                  of Residence

                 ---------------------------------------  ----------------------
                  Minor's Name (only one allowed by law)   Minor's S.S. #

5.       Other
   ---           ---------------------------------------  ----------------------
                  Name of Corporation, Partnership or      S.S. or Tax ID #
                    Other Entity

MAILING ADDRESS
- ---------------

Street or P.O. Box:
                    -------------------------------------------
City:                             State:                  Zip:
      ---------------------------        ----------------      -----------------

Daytime Telephone:                        Home Telephone:
                   ----------------------                 ----------------------

TYPE OF REGISTRATION:
- --------------------
      Incorporated      Unincorporated Association      Partnership
  ---               ---                             ---

      Your Occupation:
                       ---------------------------------------------------------

      Employer's Name:
                       ---------------------------------------------------------

      Employer's Address:
                       ---------------------------------------------------------


DIVIDENDS AND DISTRIBUTIONS
- ---------------------------

All dividends and distributions will be automatically reinvested in additional
shares at net asset value unless otherwise indicated by checking the box(es)
below.

                 Dividends in cash           Capital Gains in cash
             ---                         ---
If you have chosen to receive your dividends in cash, you have the option to
receive your dividends either by direct deposit into your bank account or by
check.  Please check one box below.

                 Direct Deposit              Check
             ---                         ---

TELEPHONE REDEMPTION AUTHORIZATION
- ----------------------------------


I/We hereby authorize the use of cash transfers to effect redemptions of shares
from my/our account according to telephone instructions from any one of the
authorized signers listed below (or listed on the attached page) and to send the
proceeds through the facilities of Federal Funds Wire System to the account
designated below:


- --------------------------------------------------------------------------------
  Bank Name                                          Bank Routing Transit No.


- --------------------------------------------------------------------------------
  Bank Account No. (Checking/Savings)                Name on Account

- --------------------------------------------------------------------------------
  Bank Address: Street                   City                  State     Zip

     PLEASE ATTACH A VOIDED CHECK OF THE BANK ACCOUNT DESIGNATED ABOVE.
     ------------------------------------------------------------------

TAX ID CERTIFICATION
- --------------------

- -----------------------------------------------------------------
 Taxpayer Identification No./Social Security No.

Under penalties of perjury, I/we certify that the number above is my/our correct
taxpayer identification number or Social Security number and that I/we are not
subject to withholding either because (a) I/we have not been notified that I/we
are subject to backup withholding as a result of failure to report all interest
or dividends, or (b) the Internal Revenue Service has notified me/us that I/we
are no longer subject to backup withholding.

Backup withholding does not apply to me because I am     an exempt payee,     or
                                                     ---                  ---
a non-resident alien and my country of residence is                            .
                                                    ---------------------------

SIGNATURE
- ---------

Persons signing this Application acknowledge that:  1. They wish to establish an
account in accordance with the terms, conditions and instructions set forth in
this Application.  2.  They have received a copy of the current prospectus.  3.
All accounts are subject to Trust acceptance.

Corporations, partnerships and trusts must include names, titles and signatures
of all authorized persons, as well as the number of signatures required to act
with respect to this account.



- --------------------------------------------------------------------------------
  (Signature of Shareholder or authorized signer)                  Date



- --------------------------------------------------------------------------------
  (Signature of Co-Owner or authorized signer)                     Date

[Outside cover left side]
                               INVESTMENT ADVISOR
                      HEITMAN/PRA SECURITIES ADVISORS, INC.
                      180 NORTH LASALLE STREET, SUITE 3600
                               CHICAGO, IL  60601
                                        
                                    OFFICERS
                          MICHAEL T. OLIVER, PRESIDENT
                  DEAN A. SOTTER, VICE PRESIDENT AND TREASURER
                            NANCY B. LYNN, SECRETARY
                      TIMOTHY J. PIRE, ASSISTANT SECRETARY
                      LAURIE V. BROOKS, ASSISTANT SECRETARY
                       JOHN J. KELLEY, ASSISTANT TREASURER
                                        
                                BOARD OF TRUSTEES
                                ROBERT W. BEENEY
                                 DONALD L. FOOTE
                                 JOHN F. GOYDAS
                                MICHAEL T. OLIVER
                                 GEORGE C. WEIR
                                 MAURICE WIENER
                                        
                                   DISTRIBUTOR
                        RODNEY SQUARE DISTRIBUTORS, INC.
                               RODNEY SQUARE NORTH
                              1100 N. MARKET STREET
                              WILMINGTON, DE 19890
                                        
                                    CUSTODIAN
                            WILMINGTON TRUST COMPANY
                               RODNEY SQUARE NORTH
                              1100 N. MARKET STREET
                              WILMINGTON, DE  19890
                                        
                        TRANSFER AGENT AND ADMINISTRATOR
                      RODNEY SQUARE MANAGEMENT CORPORATION
                               RODNEY SQUARE NORTH
                              1100 N. MARKET STREET
                              WILMINGTON, DE  19890
                                        
                               TRUST HEADQUARTERS
                      180 NORTH LASALLE STREET, SUITE 3600
                               CHICAGO, IL  60601
                                 (800) 435-1405
                                        

HF05
[Outside cover right side]



  HEITMAN REAL ESTATE FUND [Boxed with first word in reverse print]













                    HEITMAN/PRA
                    INSTITUTIONAL
                    CLASS
                    PROSPECTUS
                    
                    May 15, 1995




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[Outline of Box, Letter H, Box]




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