PIONEER WINTHROP REAL ESTATE INVESTMENT FUND
497, 1995-10-06
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                                                                October 6, 1995

                         SUPPLEMENT TO THE PROSPECTUS OF
                           Pioneer Real Estate Shares
             (formerly Pioneer Winthrop Real Estate Investment Fund)
                              dated April 28, 1995


On July 17, 1995, the Fund's management  contract with Pioneer Winthrop Advisers
("PWA") and subadvisory  contracts with Winthrop  Advisors  Limited  Partnership
("WALP") and Pioneering Management Corporation ("PMC") terminated as a result of
the sale by The  Nomura  Securities  Co.,  Ltd.  of its  interest  in the parent
company of WALP.  PMC, which had served as the Fund's  co-investment  subadviser
since inception, has served as the Fund's sole investment adviser pursuant to an
interim management contract since July 17, 1995.

Mr. Robert Benson,  Senior Vice President of PMC, has been responsible since the
Fund's  inception  and  continues to be  responsible  for the Fund's  day-to-day
portfolio  decisions.  Mr. Benson joined PMC in 1974 and is a Vice  President of
the Fund. PMC has hired a former  employee of WALP to continue to provide to the
Fund the  real  estate  securities  advice  previously  provided  through  WALP.
Additionally,  PMC has  temporarily  contracted  with an  affiliate  of WALP for
consulting  advice regarding real estate projects in which issuers of the Fund's
portfolio securities have an interest.

The Fund's portfolio is now overseen by an Equity  Committee,  which consists of
PMC's most senior equity  professionals,  and a Portfolio Management  Committee,
which consists of PMC's domestic equity portfolio managers.  Both committees are
chaired by Mr. David Tripple,  PMC's President and Chief Investment  Officer and
Executive Vice President of the Fund. Mr. Tripple joined PMC in 1974 and has had
general  responsibility  for PMC's investment  operations and specific portfolio
assignments for more than the last five years.

The Fund held a special  meeting of  shareholders  on September 26, 1995 for the
purpose of submitting to  shareholders  for approval a new  management  contract
with PMC and the  payment to PMC of fees under an interim  management  contract.
The new management contract contains the same terms and conditions as the Fund's
prior management contract with PWA, except for the names of the parties, and the
dates of commencement and termination.  The management fees payable to PMC under
the new management contract are paid at the same rate as the fees payable to PWA
under the prior management  contract.  Shareholders  approved the new management
contract  with PMC and the payment to PMC of fees under the  interim  management
contract.

Effective  September 1, 1995, the name of the Fund changed from Pioneer Winthrop
Real Estate Investment Fund to Pioneer Real Estate Shares.

                                                                     1095-2853
                                            (C) Pioneer Funds Distributor, Inc.


<PAGE>




                                                               October 6, 1995


            SUPPLEMENT TO THE STATEMENT OF ADDITIONAL INFORMATION OF
                           Pioneer Real Estate Shares
             (formerly Pioneer Winthrop Real Estate Investment Fund)
                              dated April 28, 1995
                      ------------------------------------


Effective July 14, 1995,  Arthur J.  Halleran,  Jr. no longer serves as Trustee,
President or Chief Operating Officer of the Fund.

Effective September 1, 1995, the Fund was renamed Pioneer Real Estate Shares.














                                            (C) Pioneer Funds Distributor, Inc.




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