SHORT TERM INVESTMENTS CO /TX/
497, 1996-12-16
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                           SHORT-TERM INVESTMENTS CO.

                                PRIME PORTFOLIO

                           PRIVATE INVESTMENT  CLASS

                       Supplement dated December 16, 1996
       to the Statement of Additional Information dated December 12, 1995



         On December 11, 1996, the Board of Directors of Short-Term Investments
Co. approved, subject to shareholder approval, the elimination of and changes
to certain fundamental investment policies of  Prime Portfolio (the "Fund").
Shareholders of the Fund will be asked to approve these changes at an annual
meeting of shareholders to be held on February 7, 1997.  If approved, these
changes will become effective as of March 1, 1997.

         Reference is made to Investment Restriction Nos.(2) and (10) of the
Fund, set forth on pages 23 and 24, respectively, of the Fund's Statement of
Additional Information.  The Board of Directors has approved the elimination of
Investment Restriction No. (10) and a change to Investment Restriction No. (2)
of the Fund.  In the event shareholders approve the proposed changes,
Investment Restriction No. (10) will no longer apply and Investment Restriction
No. (2) will read in full as follows:

         (2)      purchase securities of any one issuer (other than obligations
         of the U.S. Government, its agencies or instrumentalities) if,
         immediately after such purchase, more than 5% of the value of the
         Portfolio's total assets would be invested in such issuer, except as
         permitted by Rule 2a-7 under the 1940 Act, as amended from time to
         time, and except that the Fund may purchase securities of other
         investment companies to the extent permitted by applicable law or
         exemptive order;







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