Rule 497(e)
File No. 33-59692
RYDEX SERIES TRUST
Supplement dated November 6, 1996
to
Prospectus dated November 1, 1996
For All New Jersey Distributions
Investment in a Fund may involve a higher degree of risk than
an investment in a more traditional open-end investment
company because the Funds (other than the Money Market Fund)
m a y employ aggressive investment techniques, including
engaging in short sales and transactions in futures contracts
and futures contracts on stock indexes and in options on
securities, stock indexes, futures contracts, and futures
contracts on stock indexes. Shares of the Ursa Fund and the
Juno Fund are speculative securities. The Metals Fund engages
in transactions in commodities futures contracts, while the
Bond Fund engages in transactions in futures contracts and
options on futures contracts on U.S. Treasury securities. The
Nova Fund and the Bond Fund will also use the speculative
technique known as leverage. Each of these investment
techniques has advantages and disadvantages, both of which
should be carefully evaluated by the investor. The principal
risk factors for these investment techniques are discussed in
more detail on pages 4 through 6 and 16 through 29 in the
Trust's prospectus. The shares of the Funds, therefore, may
be suitable for only highly-sophisticated and accredited
investors. The caption "Investment Objectives and Policies,"
on page 16 in the Trust's prospectus, is amended to read
"Investment Objective, Policies, and Risk Considerations."
As discussed at pages 27 through 28 in the Trust's prospectus,
a Fund (other than the Money Market Fund) may purchase
repurchase agreements for purposes of "cover" or as part of a
cash reserve, and the Ursa Fund, the Juno Fund, and the Money
Market Fund also may use reverse repurchase agreements as part
of their investment strategies. The principal risk factors
for both of these investment techniques are discussed in more
detail on pages 27 through 28 in the Trust's prospectus.<PAGE>
Rule 497(e)
File No. 33-59692
RYDEX SERIES TRUST
Supplement dated November 6, 1996
to
Prospectus dated November 1, 1996
and
Statement of Additional Information dated November 1, 1996
For Missouri Residents Only
The Rydex U.S. Government Bond Fund
As is disclosed at page 29 under the heading Other Investment
Policies, of the Trust s prospectus, the Bond Fund may, but
does not presently intend to, borrow for investment purposes.
This borrowing for investment, which is known as leverage,
generally will be unsecured, except as described in the
Trust's statement of additional information. Leveraging
investments, by purchasing securities with borrowed money, is
a speculative technique which increases investment risk, but
also increases investment opportunity. This investment
technique has advantages and disadvantages, both of which
should be carefully evaluated by the investor. The principal
risk factors for this investment technique are discussed in
more detail on pages 27 through 28 of the Trust's statement of
additional information.
The Ursa Fund
Investment in the Ursa Fund may involve a higher degree of
risk than an investment in a more traditional open-end
investment company because the Ursa Fund may employ aggressive
investment techniques, including engaging in short sales and
transactions in options on securities and stock indexes and
futures contracts on stock indexes. Each of these investment
techniques has advantages and disadvantages, both of which
should be carefully evaluated by the investor. The principal
risk factors for each of these investment techniques are
discussed in more detail at pages 4 through 6 and 16 through
27 of the Trust's prospectus. The Ursa Fund is not designed
for investors who cannot accept a high degree of risk in their
investments, and investment in shares of the Ursa Fund may be
s u i t able for only highly-sophisticated and accredited
investors. The Ursa Fund does not determine or assist
prospective investors in determining the suitability of Ursa
Fund shares as an appropriate investment for prospective<PAGE>
investors; this decision should be made by the prospective
investor in consultation with his or her financial advisor.
As is disclosed at pages 26 through 27, under the heading
"Short Sales," of the Trust's prospectus, the Ursa Fund is
authorized to engage in short sales, including short sales not
"against the box." The Ursa Fund may make short sales only to
the extent that the Ursa Fund maintains a segregated account
containing cash or liquid high-grade debt securities in an
amount when added to the amount deposited with the broker as
collateral will equal the current value of the security sold
short and not be less than the market value of the security at
the time the security was sold short. The Ursa Fund's
investment in short sales could be considered speculative and
could result in greater risk or cost to the Ursa Fund. The
Ursa Fund will generally incur a loss, as a result of a short
sale transaction, if the price of the underlying security
increases between the date of the short sale and the date on
which the Ursa Fund replaces the borrowed security. Possible
losses from short sales differ from losses that could be
incurred from a purchase of a security, because losses from
short sales may be unlimited, whereas losses from purchases of
a security can equal only the total amount invested.<PAGE>
Rule 497(e)
File No. 33-59692
RYDEX SERIES TRUST
Supplement dated November 6, 1996
to
Prospectus dated November 1, 1996
For All Wisconsin Distributions
The Ursa Fund
The Ursa Fund expects that a substantial portion of its assets
will be derived from professional money managers and investors
who intend to invest in the Ursa Fund as part of a market-
timing investment strategy. These investors are likely to
redeem or exchange their Ursa Fund shares frequently to take
advantage of anticipated changes in market conditions. The
market-timing and trading strategies employed by investors in
the Ursa Fund may result in considerable assets moving in and
out of the Ursa Fund, which, in turn, would generate
significant portfolio turnover and, therefore, would likely
result in additional costs and higher expenses and increase
the risk that the Ursa Fund will not qualify as a "regulated
investment company" under the Federal tax laws. To this
extent, investment in the Ursa Fund, therefore, may involve a
higher degree of risk than an investment in a more traditional
open-end investment company. The Ursa Fund's expected
portfolio turnover and the consequences thereof are discussed
in greater detail at page 21, under the heading "Special Risk
Considerations," in the Trust's prospectus.
As is disclosed at pages 26 through 27, under the heading
"Short Sales," of the Trust's prospectus, the Ursa Fund is
authorized to engage in short sales, including short sales not
"against the box." The Ursa Fund may make short sales only to
the extent that the Ursa Fund maintains a segregated account
containing cash or liquid high grade debt securities in an
amount when added to the amount deposited with the broker as
collateral will equal the current value of the security sold
short and not be less than the market value of the security at
the time the security was sold short.
As is disclosed at page 28, under the heading "Illiquid
Securities," of the Trust's prospectus, the Ursa Fund may
invest up to 15% of its net assets in illiquid securities,
subject to more restrictive limitations on the Ursa Fund's
investment in illiquid securities imposed by the securities
laws of those jurisdictions in which Ursa Fund shares are<PAGE>
registered for sale. As part of its investment in illiquid
securities, the Ursa Fund may invest up to 10% of its total
assets in securities of issuers which the Ursa Fund is
restricted from selling to the public without registration
u n d e r the Securities Act of 1933 (i.e., "restricted
securities").
In regard to the Ursa Fund's investment in short sales and
r e s tricted securities, as noted above, each of these
activities could be considered speculative and could result in
greater risk or cost to the Ursa Fund.<PAGE>
Rule 497(e)
File No. 33-59692
RYDEX SERIES TRUST
Supplement dated November 6, 1996
to
Prospectus dated November 1, 1996
For All Vermont Distributions
The Ursa Fund
As discussed at pages 4 and 17 in the Trust's prospectus, the
Ursa Fund seeks to provide investment results that inversely
correlate to the total return of the Standard and Poor's 500
Composite Stock Price Index (the "S&P500 Index"). The Ursa
Fund, though, does not expect to be able consistently to
produce a return that exactly corresponds inversely with the
performance of the S&P500 Index. The Ursa Fund's investment
advisor, PADCO Advisors, Inc. (the "Advisor"), attempts to
minimize any "tracking error" in managing the Ursa Fund's
assets. While the Advisor has not established a specific
bench mark correlation, the Ursa Fund will attempt to achieve
an inverse correlation of the Ursa Fund's performance to that
of the S&P500 Index of at least 0.90, without taking into
account expenses. The Advisor will monitor this correlation
between the Ursa Fund and the S&P500 Index on a daily basis
and will make prompt adjustments to the Ursa Fund's portfolio
and/or investment methodology in attempting to meet the Ursa
Fund's objective. The Board of Trustees will receive regular
reports setting forth the Ursa Fund's performance as compared
to the performance of the S&P500 Index and the actions taken
by the Advisor to respond to tracking errors.<PAGE>
Rule 497(e)
File No. 33-59692
RYDEX SERIES TRUST
Supplement dated November 6, 1996
to
Prospectus dated November 1, 1996
and
Statement of Additional Information dated November 1, 1996
For All Texas Distributions
The Ursa Fund
As discussed at page 4, under the heading "Prospectus
Summary," and page 17, under the heading "The Ursa Fund," in
the Trust's prospectus, the Ursa Fund seeks to provide
investment results that inversely correlate to the total
return of the Standard and Poor's 500 Composite Stock Price
Index (the "S&P500 Index"). The aggregate prices of the 500
equity securities comprising the S&P500 Index consistently
have risen over time. Given this historical performance of
the S&P500 Index, investment in the Ursa Fund, therefore, may
involve a higher degree of risk than an investment in a more
traditional open-end investment company and investors may
experience substantial losses during sustained periods of
rising equity prices. Accordingly, the Ursa Fund is not
designed for investors who cannot accept a high degree of risk
in their investments, and investment in shares of the Ursa
Fund may be suitable for only highly-sophisticated and
accredited investors.
As is disclosed at page 29 under the heading Other Investment
Policies, of the Trust s prospectus, the Ursa Fund may, but
does not presently intend to, borrow money. The principal
risk factors for this investment technique are discussed in
m o re detail at pages 7 through 8, under the heading
" B o r r owing," in the Trust's statement of additional
information. The Ursa Fund does not presently intend to
purchase securities on margin, but, should the Ursa Fund
purchase securities on margin in the future, then the Ursa
Fund will do so only to obtain such short-term credits as are
necessary for the clearance of purchases and sales of
securities.
As is disclosed at pages 26 through 27, under the heading
"Short Sales," of the Trust's prospectus, the Ursa Fund is
authorized to engage in short sales, including short sales not
"against the box." The Ursa Fund may make short sales only to
the extent that the Ursa Fund maintains a segregated account
containing cash or liquid high grade debt securities in an
amount that, when added to the amount deposited with the
broker as collateral, will equal the current value of the<PAGE>
security sold short and not be less than the market value of
the security at the time the security was sold short. In
addition, the Ursa Fund may make short sales only to the
extent that the dollar amount of the Ursa Fund's short sales
at any one time does not exceed 25% of the net equity of the
Ursa Fund, and short sales by the Ursa Fund will be made only
in those securities which are fully listed on a national
exchange. The Ursa Fund's investment in short sales could be
considered speculative and could result in greater risk or
cost to the Ursa Fund. The Ursa Fund will generally incur a
loss, as a result of a short sale transaction, if the price of
the underlying security increases between the date of the
short sale and the date on which the Ursa Fund replaces the
borrowed security. Possible losses from short sales differ
from losses that could be incurred from a purchase of a
security, because losses from short sales may be unlimited,
whereas losses from purchases of a security can equal only the
total amount invested.
The Juno Fund
The Juno Fund is designed for investors who can accept a high
degree of risk in their investments. Investment in The Juno
Fund is suitable only for sophisticated investors capable of
understanding the complicated, high-risk investment strategies
utilized by The Juno Fund.<PAGE>
Rule 497(e)
File No. 33-59692
RYDEX SERIES TRUST
Supplement dated November 6, 1996
to
Prospectus dated November 1, 1996
and
Statement of Additional Information dated November 1, 1996
For All Maryland Distributions
The Juno Fund
Investment in The Juno Fund may involve a higher degree of
risk than an investment in a more traditional open-end
investment company because The Juno Fund may employ aggressive
investment techniques, including engaging in short sales and
transactions in futures contracts and options thereon. These
techniques often are referred to as "derivatives." The shares
of The Juno Fund, therefore, may be suitable for only highly-
sophisticated and accredited investors. Each of these
derivative investment techniques has advantages and
disadvantages, both of which should be carefully evaluated by
the investor. The principal risk factors for each of these
derivative investment techniques are discussed in more detail
on pages 4 through 6 and pages 16 through 29 in the Trust's
prospectus.<PAGE>
Rule 497(e)
File No. 33-59692
RYDEX SERIES TRUST
Supplement dated November 6, 1996
to
Prospectus dated November 1, 1996
For All Indiana Investors
The Juno Fund
The Juno Fund is designed for investors who can accept a high
degree of risk in their investments. Investment in The Juno
Fund is suitable only for sophisticated investors capable of
understanding the complicated, high-risk investment strategies
utilized by The Juno Fund.<PAGE>
Rule 497(e)
File No. 33-59692
RYDEX SERIES TRUST
Supplement dated November 6, 1996
to
Prospectus dated November 1, 1996
The following paragraph is hereby inserted after the fourth
paragraph under Determination of Net Asset Value at page 33
in the Prospectus:
On days when the Chicago Board of Trade ( CBOT ) is
closed during its usual business hours, but the
shares of the Bond Fund or Juno Fund have been
purchased, redeemed, and/or exchanged, the portfolio
securities held by the Bond Fund or Juno Fund which
are traded on the CBOT are valued, at the earlier of
(i) the time of the execution of the last trade of
the day for the Bond Fund or Juno Fund in those
CBOT-traded portfolio securities and (ii) the time
of the close of the CBOT Evening Session. On days
when the CBOT is closed during its usual business
hours and there is no need for the Bond Fund or Juno
Fund to execute trades on the CBOT, the value of the
CBOT-traded portfolio securities held by the Bond
Fund or Juno Fund will be the mean of the bid and
a s k ed prices for those CBOT-traded portfolio
securities at the open of the CBOT Evening Session.<PAGE>
