OLSTEIN FUNDS
485BPOS, 2000-12-28
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                                                               File No. 33-91770
                                                               File No. 811-9038

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933                   [X]
     Pre-Effective Amendment No.                                          [ ]
     Post-Effective Amendment No.       10                                [X]

                                     and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940           [X]
     Amendment No.  11                                                    [X]

                               THE OLSTEIN FUNDS
               (Exact name of Registrant as Specified in Charter)

                   4 Manhattanville Road, Purchase, NY 10577
              (Address of Principal Executive Offices) (Zip Code)

     Registrant's Telephone Number, including Area Code:    (914) 701-7565

     Robert A. Olstein, President                      Copy to:
           The Olstein Funds                       Michael P. O'Hare
         4 Manhattanville Road           Stradley, Ronon, Stevens & Young, LLP
          Purchase, NY  10577                  2600 One Commerce Square
(Name and Address of Agent for Service)         Philadelphia, PA  19103

It is proposed that this filing become effective (check appropriate box):
      /-/ immediately upon filing pursuant to paragraph (b)
      /X/ on December 29, 2000 pursuant to paragraph (b)
      /-/ 60 days after filing pursuant to paragraph (a)(1)
      /-/ on (date) pursuant to paragraph (a)(1)
      /-/ 75 days after filing pursuant to paragraph (a)(2)
      /-/ on (date) pursuant to paragraph (a)(2) of Rule 485.

Registrant is deemed to have registered an indefinite amount of securities
pursuant to Rule 24f-2 under the Investment Company Act of 1940, as amended.
Registrant filed the notice required by Rule 24f-2 for its fiscal year ended
August 31, 2000 on November 22, 2000.

                                      THE
                                    OLSTEIN
                                     FUNDS

                                      THE
                                    OLSTEIN
                                   FINANCIAL
                                     ALERT
                                      FUND

                                 CLASS C SHARES
                              ADVISER CLASS SHARES

                                   PROSPECTUS
                               December 29, 2000

                        THE OLSTEIN FINANCIAL ALERT FUND

PROSPECTUS                                                   DECEMBER 29, 2000

CLASS C SHARES                    A SERIES OF
ADVISER CLASS SHARES           THE OLSTEIN FUNDS
                             4 MANHATTANVILLE ROAD
                            PURCHASE, NEW YORK 10577
                            CLASS C:  (800) 799-2113
                         ADVISER CLASS:  (888) 887-9827

  The Fund seeks long-term capital appreciation through a proprietary cash flow
value-oriented approach to investing in common stocks, that cuts across all
investment disciplines.  The Fund's inferential screening techniques were
originated in the 1970's by Robert A. Olstein, the chairman and chief executive
officer of the Fund's investment manager, who co-authored the "Quality of
Earnings Report" service, a publication that served as a financial statement
alert service for institutional investors.

                               TABLE OF CONTENTS

    FUND INFORMATION
         Summary of the Fund                                           2
         Past Performance                                              4
         Fund Expenses                                                 5
         Additional Performance Information                            6
         Objectives, Strategies and Main Risks                         7
         Management of the Fund                                       10
         Fund Distribution                                            11
         Financial Highlights                                         12

    SHAREHOLDER INFORMATION
         Eligible Investors for Adviser Class Shares                  12
         Pricing of Fund Shares                                       13
         How to Purchase Shares                                       13
         How to Redeem Shares                                         16
         Retirement Plans                                             19
         Dividends, Capital Gains Distribution and Taxes              20

    FOR MORE INFORMATION
         The back cover tells you how to obtain more information about the
    Fund.

AS WITH ALL MUTUAL FUNDS, THE SECURITIES AND EXCHANGE COMMISSION HAS NOT
APPROVED OR DISAPPROVED THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS
ACCURATE OR COMPLETE. IT IS A CRIMINAL OFFENSE TO SUGGEST OTHERWISE.

                                FUND INFORMATION

                              SUMMARY OF THE FUND

INVESTMENT OBJECTIVES

  The Fund's primary investment objective is long-term capital appreciation and
its secondary objective is income. The Fund was created so that the public could
invest according to the financial statement alert philosophy developed and
utilized for over thirty years by Robert A. Olstein, the chairman and chief
executive officer of the Fund's investment manager, Olstein & Associates, L.P.
The Fund is designed for investors with at least a three to five year investment
horizon.

INVESTMENT PHILOSOPHY AND STRATEGY

  The Fund seeks to achieve its primary objective by investing in a diversified
portfolio of under-valued equity securities as determined by the investment
manager for the Fund.  The manager believes that achieving the Fund's investment
objective is correlated with minimizing investment errors as opposed to
selecting companies with the highest appreciation potential without regard to
downside risk.  The stock selection strategy emphasizes a detailed inferential
look behind the numbers of financial statements to assess financial strength and
screen for potential problems in order to assess downside risk - "defense
first"- before considering a stock's potential for capital appreciation.  The
first line of defense against investment errors is to select companies for the
portfolio that generate excess cash flow after capital expenditures and working
capital needs.  In addition to purchasing under-valued securities, if the
investment manager determines that a security is over-valued, the Fund may
engage in short sales of the security.

  The main thrust of the Fund's philosophy is to identify stocks selling below
the investment manager's proprietary calculation of private market value.  The
stock selection process concentrates on the common stocks of companies that the
investment manager believes can deliver investor returns over a five year time
period that are at least fifty percent higher than the yield on three to five
year U.S. Treasury notes over the same time period.  When evaluating stocks for
the Fund's portfolio, the investment manager emphasizes an inferential analysis
of financial statements, as opposed to more conventional analytical
methodologies such as macro-economic analysis, management contact or market
timing techniques.  The objective of the inferential analysis is to alert the
investment manager to positive or negative factors affecting a company's future
free cash flow that may or may not be recognized by the financial markets.

  The Fund's investment philosophy is based on the belief that an intensive
inferential analysis of a company's financial statements, supporting documents,
disclosure practices, and financial statement footnotes, is the best way to
analyze the capabilities of management, the economic reality of the information
provided, the conservatism of the accounting and disclosure practices, the
company's financial strength, and finally, the value of the company.

  When screening investments for the Fund's portfolio, the investment manager
believes that the quality of a company is associated with the following
characteristics:

  o  its financial strength
  o  its ability to provide excess cash flow
  o  the quality of its earnings
  o  the predictability of the earnings based on the company's unique business
     fundamentals

  The Fund will invest in companies without regard to whether they are
conventionally categorized as small, medium, or large capitalization or whether
they are characterized as growth, cyclical, technology, or any other category.
Similarly, the Fund does not focus on characteristics such as number of years in
business, sensitivity to economic cycles, industry categorization, or the
volatility of a company's stock price.  The Fund believes that value
opportunities can develop across all categories, and the restriction of
investments according to artificial barriers could inhibit the Fund from
reaching its capital gain objective.

  The Fund's investment philosophy and value-oriented approach to the goal of
long-term capital appreciation requires investors who are willing to accept
fluctuations in market psychology and who have the patience to follow a value
investing discipline.  Therefore, the Fund is designed for investors with a
longer-term investment outlook of at least three-to-five years.  The Fund
believes that value investing requires a disciplined, patient approach because
anticipated stock values often take time to emerge.

  The Fund will purchase stocks that meet its value criteria and, if the
manager concludes that suitable under-valued securities are not available, the
Fund may invest all or a portion of its assets in short-term fixed income or
money market securities, until suitable equity securities are available.  At
such times, the Fund will pursue its secondary investment objective of income.

PRINCIPAL RISKS OF INVESTING IN THE FUND

  Investing in common stocks has inherent risks which could cause you to lose
money.  Some of the risks of investing in this Fund are:

  o  Stock prices may decline over short, or even extended periods.
  o  The investment manager may be incorrect in its judgement of the value of
     particular stocks.
  o  Stock prices may not climb to anticipated levels for an unexpectedly long
     time.
  o  The Fund engages in short sales of stocks when the investment manager
     believes that their price is over-valued and may decline.  Short-selling is
     a technique that may be considered speculative and involves risk beyond the
     amount of money used to secure each transaction.

                                PAST PERFORMANCE

  The bar chart and table shown below illustrate the variability of the Fund's
returns.  The bar chart indicates the risks of investing in the Fund by showing
the changes in the Fund's performance from year to year (on a calendar year
basis).  The table shows how the Fund's average annual returns compare with
those of the S&P 500 Index and the Lipper Mid-Cap Value Funds Index, both of
which represent broad measures of market performance. The Fund's past
performance is not necessarily an indication of how the Fund will perform in the
future.

  The returns featured in the bar chart and table below represent the past
performance of the Class C shares of the Fund.  The Adviser Class does not have
a past performance history because it has only recently been created.  Both the
Class C shares and the Adviser Class shares of the Fund would have similar
annual returns because the shares of both classes are invested in the same
portfolio of securities.  However, the annual returns of the Adviser Class
shares should be higher than Class C shares because the annual expenses of the
Adviser Class shares will be lower than the Class C shares.  The Class C shares
are subject to annual Rule 12b-1 fees of 1.00% of the average daily net assets
of the class, while the Adviser Class shares are only subject to annual Rule
12b-1 fees of 0.25%.

                      TOTAL RETURN FOR CLASS C AS OF 12/31

                         1996                    24.36%
                         1997                    34.83%
                         1998                    15.01%
                         1999                    34.89%

                    BEST QUARTER:   Q4       1998     27.67%
                    WORST QUARTER:  Q3       1998    -16.07%

1  The Fund's Class C shares' year-to-date total return as of the end of the
   third quarter of 2000 (through September 30) was 14.63%.  The above returns
   do not reflect the maximum 2.50% contingent deferred sales charge (CDSC)
   which is imposed if an investor redeems within the first year of purchase.
   There is no CDSC if shares are redeemed more than two years after they are
   purchased.  If the CDSC was reflected, returns would be less than those
   shown above.

                  AVERAGE ANNUAL TOTAL RETURNS AS OF 12/31/99

                                                              SINCE INCEPTION
 FOR CLASS C                                   1 YEAR             9/21/95
 -----------                                   ------             -------
    Olstein Financial Alert Fund
      (with redemption)1<F6>                   32.39%              25.77%
    S&P 500 Index (with dividends
      reinvested)2<F7>                         21.04%              26.07%
    Lipper Mid-Cap Value Funds Index3<F8>      11.94%              12.38%

1<F6>  The 1-year average annual total return for 1999 assumes that the
       shareholder redeemed at the end of the first year and paid the maximum
       CDSC of 2.50%.  The average annual total return since inception does not
       include the CDSC because there is no CDSC if shares are held longer than
       2 years.
2<F7>  The S&P 500 Index is an unmanaged index created by Standard & Poor's
       Corporation that is considered to represent U.S. stock market
       performance in general, and is not an investment product available for
       purchase.  The Fund returns presented above include operating expenses
       (such as management fees, transaction costs, etc.) that reduce returns,
       while the return of the S&P 500 Index does not.  An individual who
       purchases an investment product which attempts to mimic the performance
       of the S&P 500 Index will incur expenses such as management fees,
       transaction costs, etc. that reduce returns.
3<F8>  The Lipper Mid-Cap Value Funds Index consists of the average return of
       the 30 largest mid-cap value funds tracked by Lipper Analytical
       Services.  Performance is presented after the deduction of all fees.

                                 FUND EXPENSES

  The following tables describe the fees and expenses that you would pay if you
buy and hold shares of the Fund.

SHAREHOLDER TRANSACTION FEES
(FEES PAID DIRECTLY FROM YOUR INVESTMENT)          CLASS C        ADVISER CLASS
-------------------------------------------------------------------------------
  Maximum Sales Charge on Purchases                 None              None
  Maximum Contingent Deferred Sales Charge          2.50%1<F9>        None
  Maximum Sales Charge on Reinvested Dividends      None              None
  Redemption Fees                                   None2<F10>        None2<F10>

1<F9>  There is no CDSC if you redeem Class C shares after two years of
       purchase.  Class C shares may be subject to a CDSC of 2.50% if redeemed
       within one year of purchase, or 1.25% if redeemed during the second year
       following purchase.  The CDSC may be waived under certain circumstances.
2<F10> The transfer agent charges a $15.00 fee for each wire redemption and for
       redemption proceeds sent by overnight courier.

ANNUAL FUND OPERATING EXPENSES (EXPENSES
  THAT ARE DEDUCTED FROM FUND ASSETS)
  Management Fees                                      1.00%       1.00%
  Distribution and Service (12b-1) Fees                1.00%       0.25%
  Other Expenses                                       0.20%       0.20%
                                                       -----       -----
  TOTAL ANNUAL OPERATING COSTS                         2.20%       1.45%

EXAMPLE

  The following examples are intended to help you compare the cost of investing
in the Fund with the cost of investing in other mutual funds.  The Examples
assume that you invest $10,000 in each class of the Fund for the time periods
indicated and then redeem all of your shares at the end of each period.  The
Examples also assume that you earn a 5% return, with no change in expense
levels.  Although your actual costs may be higher or lower, based on these
assumptions your costs would be:

  CLASS C
               1 year       3 years        5 years      10 years
               ------       -------        -------      --------
                $480          $688          $1,180       $2,534

  You would pay the following expenses if you did not redeem your shares and,
therefore, did not pay a CDSC:

               1 year       3 years        5 years      10 years
               ------       -------        -------      --------
                $223          $688          $1,180       $2,534

  ADVISER CLASS

               1 year       3 years        5 years      10 years
               ------       -------        -------      --------
                $148          $459           $792        $1,735

                       ADDITIONAL PERFORMANCE INFORMATION

  FUND PERFORMANCE

  The following table shows the performance of the Class C Shares of the Fund,
the Lipper Mid-Cap Value Funds Index and the S&P 500 Index from the Fund's
inception on September 21, 1995 through December 31, 1999.

<TABLE>
                                                                                       LIPPER
                                            OLSTEIN FINANCIAL                      MID-CAP VALUE
            PERIOD                             ALERT FUND                        FUNDS INDEX2<F12>             S&P 500
                                -----------------------------------------                                    INDEX3<F13>
                                If no redemption         If redemption at                                     (DIVIDENDS
                                at end of period       end of period1<F11>                                   REINVESTED)
------------------------------------------------------------------------------------------------------------------------
<S>                                   <C>                      <C>                      <C>                      <C>
  ONE YEAR TOTAL RETURN
  (calendar year ended 12/31/99)      34.89%                   32.39%                   11.94%                   21.04%
  AVERAGE ANNUAL TOTAL RETURN
  SINCE INCEPTION OF THE FUND
  (9/21/95 - 12/31/99)                25.77%                   25.77%                   12.38%                   26.07%
</TABLE>

1<F11> This One Year Total Return for 1999 assumes that the shareholder
       redeemed at the end of the first year and paid the maximum CDSC of
       2.50%.  The average annual total return since inception does not include
       the CDSC because there is no CDSC if shares are held longer than 2
       years.
2<F12> The Lipper Mid-Cap Value Funds Index consists of the average return of
       the 30 largest mid-cap value funds tracked by Lipper Analytical
       Services.  Performance is presented after the deduction of all fees.
3<F13> The S&P 500 Index is an unmanaged index created by Standard & Poor's
       Corporation that is considered to represent U.S. stock market
       performance in general, and is not an investment product available for
       purchase.  The Fund returns presented above include operating expenses
       (such as management fees, transaction costs, etc.) that reduce returns,
       while the return of the S&P 500 Index does not.  An individual who
       purchases an investment product which attempts to mimic the performance
       of the S&P 500 Index will incur expenses such as management fees,
       transaction costs, etc. that reduce returns.

  OLSTEIN & ASSOCIATES MANAGED ACCOUNT PERFORMANCE

  The following table provides information about the performance record
established by the Olstein & Associates portfolio management team while managing
individual client accounts at Smith Barney Inc. from December 31, 1990 through
the quarter immediately preceding the commencement of Fund operations. The
accounts whose performance is shown were managed according to the same
investment objectives, strategy and philosophy, and were subject to
substantially similar investment policies and techniques, as those used by the
Fund.

  THE RESULTS PRESENTED ARE NOT INTENDED TO PREDICT OR SUGGEST THE RETURN TO BE
EXPERIENCED BY THE FUND OR THE RETURN THAT AN INDIVIDUAL INVESTOR MIGHT ACHIEVE
BY INVESTING IN THE FUND.  The Fund's results may be different from the
composite of separate accounts shown because of, among other things, differences
in fees and expenses, and because private accounts are not subject to certain
investment limitations, diversification requirements, and other restrictions
imposed by the Investment Company Act of 1940 (the "1940 Act"), as amended, and
the Internal Revenue Code, as amended, which, if applicable, may have adversely
affected the performance of such accounts.

                                     NET MANAGED           S&P 500 INDEX3<F16>
                              ACCOUNT PERFORMANCE2<F15>  (DIVIDENDS REINVESTED)
--------------------------------------------------------------------------------
     1991                              +32.26%                   +30.48%
     1992                              +12.29%                   +7.77%
     1993                              +11.63%                   +10.07%
     1994                              +4.90%                    +1.32%
     1995 (1st six mos.)1<F14>         +15.09%                   +20.25%

1<F14> The Fund commenced operations in the third quarter of 1995, at which
       time Olstein & Associates discontinued managing separate accounts.
       The Smith Barney clients' investment performance was calculated on a
       quarterly basis, and therefore no performance was calculated for the
       third quarter of 1995.
2<F15> The results shown above represent a composite of discretionary, fee
       paying, separate accounts, reflect the reinvestment of any dividends
       or capital gains, and are shown after deduction of fees of 3.0%,
       which represents the highest possible account management fee
       (including all investment management, transaction, administrative and
       custodial fees) charged to such accounts by Smith Barney Inc.  The
       method used to calculate the performance shown differs from the
       standard SEC method which is used to calculate returns for mutual
       funds.
3<F16> The S&P 500 Index reflects the reinvestment of dividends and capital
       gains, but represents a "gross" return, without the deduction of any
       fees.

                     OBJECTIVES, STRATEGIES AND MAIN RISKS

OBJECTIVES

  The Fund's primary investment objective is long-term capital appreciation.
The Fund seeks to achieve this objective through investment in a diversified
portfolio of common stocks selected according to the value-oriented investment
philosophy described in the Summary of the Fund section of this prospectus.  If
the investment manager determines that securities meeting the Fund's value
criteria are not available, the Fund may invest all or a portion of its assets
in short-term fixed income or money market securities in order to pursue the
Fund's secondary objective of income.

  The Fund's investment philosophy and value-oriented approach to the goal of
long-term capital appreciation requires investors who are willing to accept
fluctuations in market psychology and who have the patience to follow a value
investing discipline.  Therefore, the Fund is designed for investors with a
longer-term investment outlook of at least three-to-five years.  The Fund
believes that value investing requires a disciplined, patient approach because
anticipated stock values often take time to emerge.

STRATEGIES

  The Fund seeks to achieve its objective by investing primarily in a
diversified portfolio of common stocks of U.S.- based companies that are
selected because their financial characteristics are consistent with the Fund's
unique value philosophy.  When evaluating a potential company for investment,
the investment manager performs an intensive, inferential analysis of the
historical and current information contained in the company's publicly disclosed
financial statements and accompanying footnotes, shareholder reports and other
required disclosure filings.  The manager scrutinizes the company's corporate
accounting and reporting techniques in an effort to "look behind the numbers" to
obtain an accurate understanding of the company's business fundamentals and
business characteristics.

  The manager believes that the true quality and value of a company is
associated with its financial strength, its ability to provide excess cash flow,
and the quality and predictability of its earnings based on the company's unique
business and financial fundamentals.  The manager believes that, in order to
achieve long-term capital appreciation, downside risk should be considered
before upside potential in the stock selection process.  The first line of
defense for protecting against downside risk is to only select companies for the
portfolio that generate positive excess cash flow.

  Companies that generate excess cash flow have the potential to:

  o  Raise their dividend payments

  o  Re-purchase company shares

  o  Make strategic acquisitions

  o  Ride out rough times without adopting short-term strategies not in the
     long-term interest of the company in order to alleviate cash shortages

  o  Be acquired as a result of their strong financial position

 OLSTEIN & ASSOCIATES IDENTIFIES AND SELECTS COMPANIES WHICH, IN THE MANAGER'S
                                    OPINION:
O  generate more cash flow than necessary to sustain the business
O  avoid aggressive accounting practices (such as capitalizing regular
   expenses)
O  demonstrate balance sheet fundamentals that are consistent with the Fund's
   "defense first" approach
O  are selling at a discount to the private market value as estimated by
   Olstein & Associates

  The manager considers aggressive accounting practices to include: (i) "front
end" accounting techniques that immediately flow non-recurring revenues such as
up-front franchising fees through the company's income statement; (ii) "purchase
accounting" techniques that use non-recurring cost write offs associated with
corporate acquisitions to enable the company to increase reported earnings;
(iii) capitalization of research and development, advertising or promotional
payments, based on unjustified optimism; and (iv) reversing previously
established reserves to achieve earnings growth targets.  In addition, the
investment manager usually avoids companies that use accounting techniques to
report higher profits to shareholders than those reported to the IRS for tax
purposes.  For example, firms that capitalize excessive marketing costs for
shareholder reporting purposes and expense such costs for tax reporting purposes
can report materially higher earnings figures to shareholders.

  If the manager identifies companies that engage in aggressive accounting
practices, carry excessive debt or are over-leveraged, and the manager believes
that their stock price is overvalued, the Fund may sell the stock short.  Short
sales allow the Fund to realize profits if the stock price declines below the
level where the Fund sold the stock short.

  The investment manager calculates the "private market value" of a company by
considering the amount of excess cash flow expected to be generated by the
company over five years after taking into account all working capital needs and
capital expenditures.  The manager next calculates the return that could be
generated by an investment in the company based on the anticipated excess cash
flows.   This return is then compared to the available rates of return on three-
to-five year U.S. Treasury notes. The Fund seeks investments that could provide
returns over a five year time period that are at least fifty percent higher than
the yield on such U.S. Treasury notes.  This approach differs from the
traditional value investing technique which relies on an analysis of the price-
to-earnings ratios reported by companies.

  Once suitable investments are identified as described above, the Fund seeks
to buy the companies' common stock at prices that reflect a discount to the
manager's calculation of the stock's "private market value." The Fund believes
that stock prices often fall below the "private market value" as a result of
analysts and investors who focus on the short-term and overreact to a company's
failure to fully meet quarterly earnings estimates, or to other negative
information.  The Fund also believes that negative market psychology can cause
stocks to be temporarily unpopular or improperly valued.  The Fund intends to
capitalize on market volatility and valuation extremes, by purchasing stocks at
prices that the manager believes can result in above average capital
appreciation if and when the deviation in stock prices are corrected by market
forces.  The investment manager believes that an attempt to capitalize on
valuation extremes requires patience, sometimes as long as three to five years,
because anticipated stock values often take time to emerge.

  In addition to common stocks, the Fund may invest in other equity securities
or securities that have an equity component, such as warrants, rights or
securities that are convertible into common stock.  The Fund may also purchase
and sell American Depository Receipts ("ADRs"), which are receipts typically
issued by a U.S. bank or trust company which evidence ownership of underlying
foreign securities, although the Fund does not expect to invest more than 5% of
its assets in ADRs.  The Fund may also enter into equity swap agreements for the
purpose of attempting to obtain a desired return or exposure to certain equity
securities or equity indices in an expedited manner or at a lower cost to the
Fund than if the Fund had invested directly in such securities and, indirectly,
to better manage the Fund's ability to experience taxable gains or losses in an
effort to maximize the after-tax returns for shareholders.

  If the investment manager determines that suitable undervalued equity
securities are not available, the Fund may seek income by investing all or a
portion of its assets in other types of securities, including preferred stock,
debt securities issued or guaranteed as to principal by the United States
government, its agencies or instrumentalities, and/or other high-quality,
investment grade debt securities (commercial paper, repurchase agreements,
bankers' acceptances, certificates of deposit and other fixed income securities,
including non-convertible and convertible bonds, debentures and notes issued by
U.S. corporations and certain bank obligations and loan participations).  The
Fund may also invest in money market mutual funds within the limitations imposed
by the 1940 Act.

MAIN RISKS

  STOCK MARKET AND MANAGER RISK

  Olstein & Associates makes all decisions regarding the Fund's investments.
Therefore the Fund's investment success depends on the skill of Olstein &
Associates in evaluating, selecting and monitoring the Fund's assets.  Like all
mutual funds, an investment in the Fund is subject to the risk that prices of
securities may decline over short, or even extended periods, or that the
investments chosen by the investment manager may not perform as anticipated.  In
addition, because the Fund uses a value-oriented approach, there is a risk that
the market will not recognize a stock's intrinsic value for an unexpectedly long
time, or that the investment manager's calculation of the underlying value will
not be reflected in the market price.

              THERE CAN BE NO ASSURANCE THAT THE FUND WILL ACHIEVE
                        LONG-TERM CAPITAL APPRECIATION.

  SHORT SELLING

  If the Fund anticipates that the price of a company's stock is overvalued and
will decline, it may sell the security short and borrow the same security from a
broker or other institution to complete the sale.  The Fund may realize a profit
or loss depending upon whether the market price of a security decreases or
increases between the date of the short sale and the date on which the Fund
replaces the borrowed security.  Short selling is a technique that may be
considered speculative and involves risk beyond the initial capital necessary to
secure each transaction.  Whenever the Fund sells short, it is required to
deposit collateral in segregated accounts to cover its obligation, and to
maintain the collateral in an amount at least equal to the market value of the
short position.  As a hedging technique, the Fund may purchase call options to
buy securities sold short by the Fund.  Such options would lock in a future
purchase price and protect the Fund in case of an unanticipated increase in the
price of a security sold short by the Fund.

  PORTFOLIO TURNOVER

  The Fund intends to follow a strict "buy and sell" discipline, under which it
will purchase or sell stocks whenever the Fund's value criteria are met. This
practice may result in a portfolio turnover rate higher than that reached by
many capital appreciation funds.  High portfolio turnover involves additional
transaction costs (such as brokerage commissions), which are borne by the Fund,
and might involve adverse tax effects.

                              MANAGEMENT OF THE FUND

  The Fund's investments and business operations are managed by Olstein &
Associates, L.P., subject to supervision by a Board of Trustees.  The members of
the Board of Trustees are fiduciaries for the Fund's shareholders and establish
policy for the operation of the Fund.

  As investment manager, Olstein & Associates selects investments for the Fund
and supervises the Fund's portfolio transactions to buy and sell securities, all
according to the Fund's stated investment objectives and policies.  The
investment manager is also responsible for selecting brokers and dealers to
execute the Fund's portfolio transactions.  The investment manager may place
transactions through itself or Fund affiliates, subject to SEC rules designed to
ensure fairness of commissions.  The firm also manages the day-to-day operation
of the business of the Fund.  The investment manager will provide on a
reimbursable basis, administrative and clerical services, office space and other
facilities for the Fund and keep certain books and records for the Fund. To
date, the investment manager has chosen not to accrue or seek reimbursement for
such expenses from the Fund. For its services the investment manager receives an
annual fee equal to 1.00% of the Fund's average daily net assets.

  Robert A. Olstein is the president of Olstein & Associates and is principally
responsible for the management of the Fund's portfolio of securities.  Mr.
Olstein has been engaged in various aspects of securities research and portfolio
management for both institutional and retail clients since 1968.  In 1971, he
co-founded the "Quality of Earnings Report" service, which pioneered the idea of
utilizing inferential screening of financial statements to identify early
warning alerts of potential changes in a company's future earnings power, and
thus, the value of its stock.  Prior to forming Olstein & Associates, Mr.
Olstein managed portfolios for individuals, corporations and employee benefit
plans at Smith Barney Inc. and its predecessor companies between 1981 and 1995.
Mr. Olstein was a Senior Vice President/Senior Portfolio Manager at Smith Barney
where he managed approximately $158 million of individual and employee benefit
accounts, $73 million of which were managed under the Smith Barney Equity
Portfolio Management Program.  Mr. Olstein is a senior member of the New York
Society of Securities Analysts and a fellow of the Financial Analysts
Federation.  He is a past recipient of the Graham & Dodd and Gerald M. Loeb
Research Awards, has testified before the Senate Banking Committee on bank
accounting, and has been quoted in, and is the author of, numerous articles on
corporate reporting and disclosure practices in publications such as The Wall
Street Journal, Business Week, The New York Times, Barron's, etc.  Mr. Olstein
periodically appears as a guest commentator on CNN, Fox News Channel and CNBC.

           MR. OLSTEIN HAS BEEN IN THE MANAGEMENT BUSINESS SINCE 1968

                                FUND DISTRIBUTION

  Shares of the Fund are offered to investors through financial professionals
such as brokers, dealers, investment advisers and financial planners.  Olstein &
Associates serves as the Fund's principal underwriter and national distributor.
In addition to its status as a registered investment adviser, Olstein &
Associates is registered as a broker-dealer and is a member of the National
Association of Securities Dealers, Inc.

  As distributor, Olstein & Associates selects brokers, dealers and others to
enter into agreements to sell the Fund's shares.  Olstein & Associates also
provides marketing and shareholder servicing support for the Fund, and
coordinates the distribution activities of the Fund, its service providers and
selling dealers.

RULE 12B-1 PLAN

  The Fund has adopted Shareholder and Distribution Plans for both its Class C
shares and Adviser Class shares pursuant to Rule 12b-1 under the 1940 Act.  Each
Class' Plan assesses fees that are used to pay for the sale of shares of its
class and for shareholder and distribution services provided to that Class'
shareholders.  Because these fees are paid out of the assets of a class on an
on-going basis, over time these fees may cost you more than paying other types
of sales charges.

  Under the Class C Plan, the assets of Class C are subject to annual fees
totaling 1.00% of the average daily net assets of the class.  Seventy five
percent of the fee payable under the Class C Plan may be used to compensate the
distributor or others for distribution activities which may include the
preparation, printing and distribution of prospectuses, sales materials,
reports, advertising, media relations and other distribution-related expenses.
The fees also cover payments to selling dealers with respect to sales of Class C
shares.

  The remaining twenty five percent of the fee is a shareholder servicing fee
used to compensate the distributor or others for ongoing servicing and
maintenance of Class C shareholder accounts with the Fund.  Such shareholder
servicing activities include responding to inquiries of shareholders of the Fund
regarding their ownership of shares of the Fund or providing other similar
services not otherwise required to be provided by the investment manager or the
Fund's administrator. Payments under the 12b-1 Plan are not tied exclusively to
distribution or shareholder servicing expenses actually incurred by the
distributor or others, and the payments may exceed the amount of expenses
actually incurred.

  To promote the sale of the Fund's Class C shares, Olstein & Associates makes
up-front payments to selling dealers in amounts up to 1.5% of the amount
invested by the dealers' clients in the Fund.  Dealers also receive a portion of
the ongoing 12b-1 fees associated with their clients' investments.  Up-front
payments to selling dealers are financed solely by Olstein & Associates and
there are no up-front charges to investors or the Fund.

  Under the Adviser Class Plan, the assets of the Adviser Class are subject to
annual fees totaling 0.25% of the average daily net assets of the Adviser Class.
These fees are used to pay for the sale of shares of the Adviser Class and for
shareholder and distribution services provided to Adviser Class shareholders.

CONTINGENT DEFERRED SALES CHARGE

  Class C shares of the Fund redeemed within the first two years of purchase
may be subject to a contingent deferred sales charge (CDSC).  A CDSC of 2.50% of
the amount redeemed is charged if Class C shares are redeemed within the first
year of purchase; 1.25% if the Class C shares are redeemed in the second year
after purchase, and there is no CDSC if Class C shares are redeemed more than
two years after purchase.  The CDSC is waived for certain categories of
investors of Class C shares of the Fund (see "HOW TO REDEEM SHARES") and Adviser
Class shares are not subject to a CDSC.

                               FINANCIAL HIGHLIGHTS

  The following table includes selected per share data and other performance
information for the Fund throughout each period and is derived from the audited
financial statements of the Fund.  It should be read together with the Fund's
financial statements, notes and the unqualified report of independent auditors,
Ernst & Young, LLP, along with management's discussion and analysis of the
Fund's performance, appearing in the Fund's Annual Report to Shareholders for
the year ended August 31, 2000. The Fund's Annual Report may be obtained without
charge by writing or calling the Fund at the address or number listed on the
prospectus cover.

<TABLE>
                                                                                         CLASS C
                                                    --------------------------------------------------------------------------------
                               FOR THE PERIOD         FOR THE       FOR THE       FOR THE       FOR THE          FOR THE PERIOD
                         SEPTEMBER 21, 1999++<F18>  FISCAL YEAR   FISCAL YEAR   FISCAL YEAR   FISCAL YEAR   SEPTEMBER 21, 1995+<F17>
                                  THROUGH              ENDED         ENDED         ENDED         ENDED              THROUGH
                                 AUGUST 31,          AUGUST 31,   AUGUST 31,    AUGUST 31,     AUGUST 31,          AUGUST 31,
                                    2000                2000         1999          1998           1997                1996
                         -------------------------  -----------   -----------   -----------   -----------   ------------------------
                               ADVISER CLASS       CLASS C++<F18>
<S>                                 <C>                 <C>           <C>           <C>           <C>                 <C>
------------------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE -
  BEGINNING OF PERIOD             $17.48              $17.43        $10.88        $14.79        $11.21              $10.00
                                  ------              ------        ------        ------        ------              ------
INVESTMENT OPERATIONS:
   Net investment income (loss)     0.051<F21>         (0.07)1<F21>  (0.11)1<F21>  (0.06)1<F21>  (0.05)              (0.07)
   Net realized and unrealized
     gain (loss) on investments     3.10                3.15          7.31         (0.95)         4.66                1.29
                                  ------              ------        ------        ------        ------              ------
   Total from investment
     operations                     3.15                3.08          7.20         (1.01)         4.61                1.22
                                  ------              ------        ------        ------        ------              ------
Distributions from net realized
  gain on investments              (3.74)              (3.74)        (0.65)        (2.90)        (1.03)              (0.01)
                                  ------              ------        ------        ------        ------              ------
NET ASSET VALUE -
  END OF PERIOD                   $16.89              $16.77        $17.43        $10.88        $14.79              $11.21
                                  ------              ------        ------        ------        ------              ------
TOTAL RETURN+++<F19>              25.17%              24.64%        67.99%       (9.33)%        43.61%              12.22%
                                  ------              ------        ------        ------        ------              ------

RATIOS (TO AVERAGE NET ASSETS)
  /SUPPLEMENTAL DATA:
   Expenses2<F22>                  1.45%*<F20>         2.20%         2.19%         2.25%         2.38%               2.43%*<F20>
   Net investment loss             0.34%*<F20>       (0.44)%       (0.74)%       (0.39)%       (0.45)%             (0.68)%*<F20>
   Interest expense and dividends
     on short positions            0.00%*<F20>         0.00%         0.10%         0.00%            --                  --
   Portfolio turnover rate3<F23  158.44%             158.44%       179.33%       187.44%       164.92%             139.77%*<F20>
   Net assets at end of period
     ($000 omitted)              $24,058            $465,652      $349,157      $204,323      $175,602            $109,005
</TABLE>

    +<F17>  Commencement of Operations.
   ++<F18>  On September 1, 1999 the Adviser Class shares went effective and
            the existing class of shares was designated Class C shares.  The
            Adviser Class first received assets on September 21, 1999.
  +++<F19>  Total returns do not reflect any deferred sales charge.  The total
            return for the periods ending August 31, 1996 and August 31, 2000,
            have not been annualized.
    *<F20>  Annualized.
    1<F21>  Net investment loss per share represents net investment loss
            divided by average shares outstanding throughout the period.
    2<F22>  The expense ratio excludes interest expense on equity swap
            contracts and dividends on short positions.  The ratio including
            interest expense on equity swap contracts and dividends on short
            positions for the period ended August 31, 1999 was 2.29%.
    3<F23>  Portfolio turnover is calculated on the basis of the Fund as a
            whole without distinguishing between the classes of shares issued.

                            SHAREHOLDER INFORMATION

                  ELIGIBLE INVESTORS FOR ADVISER CLASS SHARES

  ABOUT THE ADVISER CLASS.  The Adviser Class is sold through broker/dealers,
investment advisers, financial planners, financial institutions, and other
financial professionals (hereafter, "Financial Advisers").  The Rule 12b-1
distribution and shareholder servicing fees are lower for this class of shares
than the Fund's Class C shares because the Financial Advisers selling this class
charge investors an additional fee for advisory services (usually asset-based)
and perform distribution, administration and/or shareholder services that
benefit the Fund.

  The Adviser Class is also available to the employees of Olstein & Associates
and their immediate families (spouses and minor children).

                             PRICING OF FUND SHARES

  The price for each class of shares is the net asset value per share ("NAV")
of that particular class, which is determined by the Fund as of the close of
regular trading (generally 4:00 p.m. eastern time) on each day that the New York
Stock Exchange is open for unrestricted trading.  Purchase and redemption
requests are priced at the next NAV calculated after receipt and acceptance of a
completed purchase or redemption request.  Each Class' NAV is determined by
dividing the value of the Fund's securities, cash and other assets, minus all
expenses and liabilities, by the number of shares outstanding (assets -
liabilities/# of shares = NAV).  The NAV for each class takes into account the
expenses and fees of that class of the Fund, including management, distribution
and shareholder servicing fees, which are accrued daily.  The Class C and
Adviser Class shares of the Fund will each have its own NAV which reflects that
respective class' distribution and shareholder servicing fees.

  The Fund's portfolio securities are valued each day at their market value,
which usually means the last quoted sale price on the security's principal
exchange that day.  If market quotations are not readily available, securities
will be valued at their fair market value as determined in good faith, or under
procedures approved by, the Board of Trustees.  The Fund may use independent
pricing services to assist in calculating NAV.

  The SAI contains additional information regarding the pricing of the Fund
shares.

                             HOW TO PURCHASE SHARES

  You may purchase shares at the first NAV calculated after the Fund's transfer
agent receives and accepts your purchase order in proper form as described
below.  Your purchase of Fund shares is subject to annual 12b-1 Plan expenses.
In addition, if you own and redeem Class C shares within two years of purchase,
the shares may be subject to a CDSC.  The Fund reserves the right to reject your
purchase order and to suspend the offering of shares of the Fund.

   MINIMUM INVESTMENTS              INITIAL            SUBSEQUENT
   -------------------              -------            ----------
   Regular Accounts                  $1,000            $100 ($1,000 by wire)
   Qualified Tax Sheltered
     Retirement Plans or IRAs          $250            $100

  The Fund reserves the right to vary the initial and subsequent minimum
investment requirements at any time.

PURCHASES THROUGH FINANCIAL ADVISER

  For purchases of Adviser Class shares, you should contact your Financial
Adviser to open or add to your account.

PURCHASES BY MAIL

  Complete and sign the New Account Application form.

  Make check or money order payable to The Olstein Financial Alert Fund [Name
of Class]

       $1,000 minimum.    $250 IRA minimum.

       Any lesser amount must be approved by the Fund.

  If a purchase request is inadvertently sent to the Fund at its corporate
address, it will be forwarded to the Fund's transfer agent and the effective
date of purchase will de delayed until the request is received by the Fund's
transfer agent.

 MAIL TO:                                 OVERNIGHT OR EXPRESS MAIL TO:
 THE OLSTEIN FINANCIAL                    THE OLSTEIN FINANCIAL
   ALERT FUND [Name of Class]               ALERT FUND [Name of Class]
 c/o Firstar Mutual Fund Services, LLC    c/o Firstar Mutual Fund Services, LLC
 P.O. Box 701                             615 East Michigan Street, 3rd Floor
 Milwaukee, WI 53201-0701                 Milwaukee, WI  53202

  Setting up an IRA accounto  Please call the Fund for details.  For Class C
call: (800) 799-2113.  For Adviser Class call:  (888) 887-9827.

  All checks and money orders must be in U.S. Dollars only.  No cash will be
accepted.

  NOTE:  FIRSTAR MUTUAL FUND SERVICES, LLC CHARGES A $25 FEE FOR ANY RETURNED
         CHECKS DUE TO INSUFFICIENT FUNDS.  YOU WILL BE RESPONSIBLE FOR ANY
         LOSSES SUFFERED BY THE FUND AS A RESULT.

PURCHASES BY WIRE

  Call first to set up a new account by wire to give the Fund your investment
and dollar amount:  Class C call: (800) 799-2113.  Adviser Class call: (888)
887-9827.

  Immediately send a completed New Account Application form to the Fund at the
above address to have all accurate information recorded to your account. Your
purchase request should be wired through the Federal Reserve Bank as follows:

  Firstar Bank N.A.             Credit to:  Firstar Mutual Fund Services, LLC
  777 East Wisconsin Avenue     Account Number:  112-952-137
  Milwaukee, Wisconsin 53202    Further credit to:  The Olstein Financial
                                 Alert Fund
  ABA Number:  042000013        Your account name and account number

            (For new accounts, include taxpayer identification number)

PURCHASES BY TELEPHONE

  The telephone purchase option allows you to move money from your bank account
to your Fund account at your request.  Only bank accounts held at domestic
financial institutions that are Automated Clearing House (ACH) members may be
used for telephone transactions.

  To have your Fund shares purchased at the NAV determined at the close of
regular trading on a given date, Firstar must receive both your purchase order
and payment by Electronic Funds Transfer through the ACH System before the close
of regular trading on that date.  Most transfers are completed within three
business days.  YOU MAY NOT USE TELEPHONE TRANSACTIONS FOR INITIAL PURCHASE OF
FUND SHARES.

  The minimum amount that can be transferred by telephone is $100.  For
information about telephone transactions, please call the Fund at (800) 799-2113
for Class C shares and (888) 887-9827 for Adviser Class shares.

AUTOMATIC INVESTMENT PLAN

  You may purchase shares of the Fund through an Automatic Investment Plan
which allows monies to be deducted directly from your checking, savings or bank
money market accounts to invest in the Fund.  You may make automatic investments
on a weekly, monthly, bi-monthly (every other month) or quarterly basis.

              Minimum initial investment:             $1,000
              Subsequent monthly investment:          $  100

  You are eligible for this plan if your account is maintained at a domestic
financial institution which is an ACH member.

  The Fund may alter, modify or terminate this Plan at any time.  For
information about participating in the Automatic Investment Plan, please call
the Fund at (800) 799-2113 for Class C shares and (888) 887-9827 for Adviser
Class shares.

ADDITIONAL INVESTMENTS

  You may add to your account at any time by purchasing shares by mail (minimum
$100) or by wire (minimum $1,000) according to the above wiring instructions.
You must notify the Fund at (800) 799-2113 for Class C shares and (888) 887-9827
for Adviser Class shares prior to sending your wire.  You must send a remittance
form which is attached to your individual account statement together with any
subsequent investments made through the mail.  All purchase requests must
include your account registration number in order to assure that your funds are
credited properly.

                              HOW TO REDEEM SHARES

  You may redeem your shares of the Fund as described below on any business day
that the Fund calculates its NAV.  Generally, redemption requests for Adviser
Class shares should be made through your Financial Adviser and redemption
requests for Class C shares should be made directly to the Fund.  Redemption
requests in excess of $50,000 must be made in writing.  Your shares will be sold
at the NAV next calculated after your order is accepted by the transfer agent.
Any applicable CDSC on Class C shares will be deducted.

                                   REMEMBER:
       CHECKS ARE SENT TO YOUR ADDRESS ON RECORD.  IF YOU MOVE, TELL US!

  If your redemption request is in good order, the Fund will normally send you
your redemption proceeds on the next business day and no later than seven
calendar days after receipt of the redemption request.  The Fund can send
payments by wire directly to any bank previously designated by you in the New
Account Application.  A $15.00 fee is charged for each wire redemption or for
redemption proceeds sent by overnight courier.

  If you purchase shares by check and request a redemption soon after the
purchase, the Fund will honor the redemption request, but will not mail the
proceeds until your purchase check has cleared (usually within 12 days).  If you
make a purchase with a check that does not clear, the purchase will be canceled
and you will be responsible for any losses or fees incurred in that transaction.

  Checks will be made payable to you and will be sent to your address of
record.  If the proceeds of the redemption are requested to be sent to an
address other than the address of record or if the address of record has been
changed within 15 days of the redemption request, the request must be in writing
with your signature(s) guaranteed.  The Fund is not responsible for interest on
redemption amounts due to lost or misdirected mail.

   IF YOUR ACCOUNT FALLS BELOW $1,000, THE FUND MAY ASK YOU TO INCREASE YOUR
      BALANCE.  IF YOU DON'T, YOUR SHARES COULD BE AUTOMATICALLY REDEEMED.

  Shares of the Fund may be redeemed through Financial Advisers that may charge
the investor a transaction fee or other fee for their services at the time of
redemption.  Such fees would not otherwise be charged by the Fund.

  Certain authorized Financial Advisers and their designated intermediaries are
authorized to accept redemption orders for Adviser Class shares on behalf of the
Fund.  The Fund will be deemed to have received a redemption order when the
Financial Adviser or intermediary accepts the redemption order and such order
will be priced at the NAV next computed for the Adviser Class after such order
is accepted by the Financial Adviser or intermediary.

SIGNATURE GUARANTEES

  Signature guarantees are needed for

  o  Redemption requests over $50,000

  o  Redemption requests to be sent to a different address other than the
     address of record

  o  Obtaining or changing telephone redemption privileges

  Signature guarantees can be obtained from banks and securities dealers, but
not from a notary public.  The transfer agent may require additional supporting
documents for redemptions made by corporations, executors, administrators,
trustees and guardians.  The New Account Application contains appropriate
information and a form on which to make the signature guarantee.

CONTINGENT DEFERRED SALES CHARGES

  If you are a client of Olstein & Associates who maintains a private brokerage
account at the time of purchase, your account will not be subject to the CDSC
described in this Prospectus.

  If you submit a redemption request for Class C shares for a specific dollar
amount, and the redemption request is subject to a CDSC, the Fund will redeem
the number of shares necessary to deduct the applicable CDSC and tender the
requested amount to you if you have enough shares in the account.  Class C
shares which are sold within the first two years of their purchase will be
assessed the applicable CDSC on the original purchase price of such shares.
Purchases by participants in 401(k) or 403(b) plans for which the Fund is listed
as an investment option and Olstein & Associates is listed as broker of record,
will not be subject to any CDSC.

  If after redeeming Class C shares, you decide to repurchase the same amount
of Class C shares within 90 days of a redemption which was subject to a CDSC,
you will receive an amount of shares equal to the repurchase plus the number of
shares necessary to reimburse the amount of the CDSC.

                                                        CDSC
      YEAR AFTER PURCHASE MADE      (AS A % OF DOLLAR AMOUNT SUBJECT TO CHARGE)
      ------------------------       -----------------------------------------
      Up to 1 year:                                2.50%
      Between 1 & 2 years:                         1.25%
      After 2 full years:                          None

REDEMPTIONS IN-KIND

  If your redemption request exceeds the lesser of $250,000 or 1% of the NAV
(an amount that would affect Fund operations), the Fund reserves the right to
make a "redemption in-kind." A redemption in-kind is a payment in portfolio
securities rather than cash.  The portfolio securities would be valued using the
same method as the Fund uses to calculate its NAV.  You may experience
additional expenses such as brokerage commissions in order to sell the
securities received from the Fund.  In-kind payments do not have to constitute a
cross section of the Fund's portfolio.  The Fund will not recognize gain or loss
for federal tax purposes on the securities used to complete an in-kind
redemption, but you will recognize gain or loss equal to the difference between
the fair market value of the securities received and the shareholder's basis in
the Fund shares redeemed.

REDEMPTION THROUGH YOUR FINANCIAL ADVISER

  To redeem Adviser Class shares, you should contact your Financial Adviser.

REDEMPTION BY MAIL

  Send written redemption requests to:

      THE OLSTEIN FINANCIAL ALERT FUND [CLASS NAME]
      c/o Firstar Mutual Fund Services, LLC
      P.O. Box 701
      Milwaukee, WI 53201-0701

  If a redemption request is inadvertently sent to the Fund at its corporate
address, it will be forwarded to the Fund's transfer agent and the effective
date of redemption will de delayed until the request is received by the
Fund's transfer agent.

  The Fund cannot honor any redemption requests with special conditions or
which specify an effective date other than as provided.

  A redemption request must be received in good order by the transfer agent
before it will be processed. "Good Order" means the request for redemption must
include a Letter of Instruction specifying or containing:

  o  the NAME and CLASS of the Fund
  o  the NUMBER of shares or the DOLLAR amount of shares to be redeemed
  o  SIGNATURES of all registered shareholders exactly as the shares are
     registered
  o  the ACCOUNT registration number
  o  Any additional requirements listed below that apply to your particular
     account.

  TYPE OF REGISTRATION               REQUIREMENTS
  --------------------               ------------
  Individual, Joint Tenants,         Redemption requests must be signed by
  Sole Proprietorship, Custodial     all person(s) required to
  (Uniform Gift to Minors Act),      sign for  the account, exactly as it
  General Partners                   is registered.

  Corporations, Associations         Redemption request and a corporate
                                     resolution,signed by person(s)
                                     required to sign for the account,
                                     accompanied by signature guarantee(s).

  Trusts                             Redemption request signed by the
                                     trustee(s), with a signature
                                     guarantee.  (If the Trustee's name is
                                     not registered on the account, a copy
                                     of the trust document certified within
                                     the past 60 days is also required.)

IRA REDEMPTIONS

  If you have an IRA, you must indicate on your redemption request whether or
not to withhold federal income tax.  Redemption requests not indicating an
election to have federal tax withheld will be subject to withholding.  If you
are uncertain of the redemption requirements, please contact the transfer agent
in advance:  (800) 799-2113 for Class C shares and (888) 887-9827 for Adviser
Class shares.

REDEMPTION BY TELEPHONE

  If you are set up to perform telephone transactions (either through your New
Account Application or by subsequent arrangements in writing), you may redeem
shares in any amount up to $50,000 by instructing the transfer agent by
telephone at: (800) 799-2133 for Class C shares and (888) 887-9827 for Adviser
Class shares.  You must redeem at least a $100 for each telephone redemption.
Redemption requests for amounts exceeding $50,000 must be made in writing.

  If the proceeds are sent by wire or by overnight courier, the transfer agent
will assess a $15.00 fee.

  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.

  A signature guarantee is required of all shareholders in order to qualify for
or to change telephone redemption privileges.

  NEITHER THE FUND NOR ANY OF ITS SERVICE CONTRACTORS WILL BE LIABLE FOR ANY
LOSS OR EXPENSE IN ACTING UPON ANY TELEPHONE INSTRUCTIONS THAT ARE REASONABLY
BELIEVED TO BE GENUINE.  The Fund will use reasonable procedures to attempt to
confirm that all telephone instructions are genuine such as:

  o  requesting a shareholder to correctly state his or her Fund account number,
  o  the name in which his or her account is registered,
  o  his or her banking institution,
  o  bank account number and
  o  the name in which his or her bank account is registered.

  THE FUND AND ITS TRANSFER AGENT EACH RESERVE 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 FUND.

  The Fund is not responsible for interest on redemptions due to lost or
misdirected mail.

ACH TRANSFER

  Redemption proceeds can be sent to your bank account by ACH transfer.  You
can elect this option by completing the appropriate section of the New Account
Application form.  If money is moved by ACH transfer, you will not be charged by
the Fund for these services.  There is a $100 minimum per ACH transfer.

SYSTEMATIC WITHDRAWAL PLAN

  If you own shares with a value of $10,000 or more, you may participate in the
Systematic Withdrawal Plan. The Fund's systematic withdrawal option allows you
to move money automatically from your Fund account to your bank account
according to the schedule you select.  The minimum systematic withdrawal amount
is $100.

  To select the systematic withdrawal option you must check the appropriate box
on the New Account Application.  A systematic withdrawal for an account with
Class C shares may be subject to a CDSC. If you expect to purchase additional
Fund shares, it may not be to your advantage to participate in the Systematic
Withdrawal Plan because contemporaneous purchases and redemptions may result in
adverse tax consequences.

  For further details about this service, see the New Account Application or
call the transfer agent at (800) 799-2113 for Class C shares and (888) 887-9827
for Adviser Class shares.

                                RETIREMENT PLANS

  Shares of the Fund are available for use in all types of tax-deferred
retirement plans such as:

  o  IRAs,
  o  employer-sponsored defined contribution plans (including 401(k) plans), and
  o  tax-sheltered custodial accounts described in Section 403(b)(7) of the
     Internal Revenue Code.

  Qualified investors benefit from the tax-free compounding of income dividends
and capital gains distributions.  Application forms and brochures describing
investments in the Fund for retirement plans can be obtained by calling the Fund
at (800) 799-2113 for Class C shares and (888) 887-9827 for Adviser Class
shares.  Below is a brief description of the types of retirement plans that may
invest in the Fund:

INDIVIDUAL RETIREMENT ACCOUNTS (IRAS)

  You are eligible to contribute on a deductible basis to an IRA account if you
are not an active participant in an employer maintained retirement plan and,
when a joint return is filed, you do not have a spouse who is an active
participant.  The IRA deduction is also available for individual taxpayers and
married couples with adjusted gross incomes not exceeding certain limits.  All
individuals who have earned income may make nondeductible IRA contributions to
the extent that they are not eligible for a deductible contribution.  Income
earned by an IRA account will continue to be tax deferred.  Roth IRAs are also
available.

                                   ROTH IRAs

  Roth IRAs permit tax free distributions of account balances if the assets
have been invested for five years or more and the distributions meet certain
qualifying restrictions.  Investors filing as single taxpayers who have adjusted
gross incomes of $95,000 or more, and investors filing as joint taxpayers with
adjusted gross incomes of $150,000 or more may find their participation in this
IRA to be restricted.

  A special IRA program is available for employers under which the employers
may establish IRA accounts for their employees in lieu of establishing tax
qualified retirement plans.  SEP-IRAs (Simplified Employee Pension-IRA) free the
employer of many of the recordkeeping requirements of establishing and
maintaining a tax qualified retirement plan trust.

  If you are entitled to receive a distribution from a qualified retirement
plan, you may rollover all or part of that distribution into the Fund's IRA.
Your rollover contribution is not subject to the limits on annual IRA
contributions.  You can continue to defer Federal income taxes on your
contribution and on any income that is earned on that contribution.

  Firstar Bank N.A. makes available its services as an IRA Custodian for each
shareholder account established as an IRA.  For these services, Firstar Bank
N.A. receives an annual fee of $12.50 per account with a cap of $25.00 per
social security number, which fee is paid directly to Firstar Bank N.A. by the
IRA shareholder.  If the fee is not paid by the date due, shares of the Fund
owned by the shareholder in the IRA account will be redeemed automatically for
purposes of making the payment.  IRAs are subject to special rules and
conditions that must be reviewed by the investor when opening a new account.

401(K) PLANS AND OTHER DEFINED CONTRIBUTION PLANS

  Both self-employed individuals (including sole proprietorships and
partnerships) and corporations may use shares of the Fund as a funding medium
for a retirement plan qualified under the Internal Revenue Code.  Such plans
typically allow investors to make annual deductible contributions, which may be
matched by their employers up to certain percentages based on the investor's
pre-contribution earned income.

403(B)(7) RETIREMENT PLANS

  Schools, hospitals, and certain other tax-exempt organizations or
associations may use shares of the Fund as a funding medium for a retirement
plan for their employees.  Contributions are made to the 403(b)(7) Plan as a
reduction to the employee's regular compensation.  Such contributions are
excludable from the gross income of the employee for Federal Income tax purposes
to the extent they do not exceed applicable limitations (including a generally
applicable limitation of $9,500 per year).

                DIVIDENDS, CAPITAL GAINS DISTRIBUTION AND TAXES

  The Fund will declare and pay annual dividends to its shareholders of
substantially all of its net investment income, if any, earned during the year
from investments and will distribute gains, if any, once a year.

  Expenses of the Fund, including the investment management fees and 12b-1
fees, are accrued each day.  Reinvestments of dividends and distributions in
additional shares of the Fund will be made at the net asset value determined on
the payable date, unless you elect to receive the dividends and/or distributions
in cash.  No interest will accrue on amounts represented by uncashed
distribution or redemption checks.  You may change your election at any time by
notifying the Fund in writing thirty days prior to the record date.  Please call
the Fund at (800) 799-2113 for Class C shares and (888) 887-9827 for Adviser
Class shares for more information.

  In general, distributions from the Fund are taxable to you as either ordinary
income or capital gains. This is true whether you reinvest your distributions in
additional shares of the Fund or receive them in cash.  Any capital gains
distributed by the Fund are taxable to you as long-term capital gains no matter
how long you have owned your shares.  Every January, you will receive a
statement that shows the tax status of distributions you received for the
previous year. Distributions declared in December but paid in January are
taxable as if they were paid in December. Distributions taxed as capital gains
may be taxable at different rates depending on how long the Fund holds its
assets.

  When you sell or exchange your shares of the Fund, you may have a capital
gain or loss. The tax rate on any gain from the sale or exchange of your shares
depends on how long you have held your shares.

  Fund distributions and gains from the sale or exchange of your shares will
generally be subject to state and local income tax. Non-U.S. investors may be
subject to U.S. withholding and estate tax. You should consult your tax
professional about federal, state, local or foreign tax consequences.

  By law, the Fund must withhold 31% of your distributions and proceeds if you
do not provide your correct taxpayer identification number, or certify that such
number is correct, or if the IRS instructs the Fund to do so.

  THE TAX DISCUSSION SET FORTH ABOVE IS INCLUDED FOR GENERAL INFORMATION ONLY.
PROSPECTIVE INVESTORS SHOULD CONSULT THEIR OWN TAX ADVISERS CONCERNING THE
FEDERAL, STATE, LOCAL OR FOREIGN TAX CONSEQUENCES OF AN INVESTMENT IN THE FUND.

                                      THE
                                    OLSTEIN
                                   FINANCIAL
                                     ALERT
                                      FUND
              a series of
              THE OLSTEIN FUNDS
              4 Manhattanville Road
              Purchase, NY  10577

                              FOR MORE INFORMATION

YOU MAY OBTAIN THE FOLLOWING AND OTHER INFORMATION ON THE FUND FREE OF CHARGE:

 o   Annual and Semi-annual Report to Shareholders
     The annual and semi-annual reports provide the Fund's most recent financial
     report and portfolio listings.  The annual report contains a discussion of
     the market conditions and investment strategies that affected the Fund's
     performance during its last fiscal year.

 o   Statement of Additional Information (SAI) dated December 29, 2000
     The SAI provides more details about the Fund's policies and management and
     is incorporated by reference into this Prospectus.

INQUIRIES MAY BE MADE TO THE FOLLOWING:

TELEPHONE:
  1-800-799-2113 (for Class C shares)
  1-888-887-9827 (for Adviser Class shares)

MAIL:
  The Olstein Financial Alert Fund
  c/o Firstar Mutual Fund Services, LLC
  P.O. Box 701
  Milwaukee, WI 53201-0701

SEC:
  Text only versions of Fund documents can be viewed online or downloaded from:
  http://www.sec.gov

  You may review and obtain copies of Fund information at the SEC Public
  Reference Room in Washington, D.C. (1-800-SEC-0330).  Copies of the
  information may be obtained for a fee by writing the Public Reference
  Section, Washington, D.C. 20549-6009.

811-9038

                        THE OLSTEIN FINANCIAL ALERT FUND

                                                                     a series of
                                                               THE OLSTEIN FUNDS

                      STATEMENT OF ADDITIONAL INFORMATION
                                 CLASS C SHARES
                              ADVISER CLASS SHARES


                               December 29, 2000



          Information about the Fund is included in its Prospectus dated
December 29, 2000, which may be obtained without charge from the Fund by writing
to the address or calling the telephone number listed below.  The Fund offers
Class C shares and Adviser Class shares.  Class C shares are offered directly to
the public and shares of the Adviser Class are only offered for sale through
financial advisers such as broker-dealers, investment advisers or financial
planners.  No investment in shares of the Fund should be made without first
reading the Prospectus.  Information from the Annual Report has been
incorporated into this Statement of Additional Information by reference.  A copy
of the Annual Report may be obtained free of charge from the address and
telephone number below.


                               INVESTMENT MANAGER
                                AND DISTRIBUTOR
                                ---------------

                           Olstein & Associates, L.P.
                             4 Manhattanville Road
                               Purchase, NY 10577
                                 1-800-799-2113


THIS STATEMENT OF ADDITIONAL INFORMATION IS NOT A PROSPECTUS AND SHOULD BE READ
IN CONJUNCTION WITH THE FUND'S PROSPECTUS DATED DECEMBER 29, 2000.  PLEASE
RETAIN THIS STATEMENT OF ADDITIONAL INFORMATION FOR FUTURE REFERENCE.


                               TABLE OF CONTENTS
                               -----------------


History and Classification                                                   3

Investment Strategies and Risks                                              3

Investment Restrictions                                                      7

Portfolio Turnover                                                          10

Management of the Fund                                                      10

Control Persons and Principle Holders of Securities                         12

Investment Manager                                                          13

Distributor                                                                 14

Administrator                                                               16

Transfer Agent and Fund Accountant                                          17

Custodian                                                                   17

Allocation of Portfolio Brokerage                                           18

Capital Stock                                                               19

Purchase of Shares                                                          20

Redemptions                                                                 21

Distributions                                                               21

Taxation                                                                    22

General Information                                                         23

Performance                                                                 23

Financial Statements                                                        24


                        THE OLSTEIN FINANCIAL ALERT FUND

                           HISTORY AND CLASSIFICATION

          The Olstein Financial Alert Fund (the "Fund") is the first and only
series of The Olstein Funds (the "Trust"), which is an open-end management
investment company.  The Fund maintains a diversified portfolio of investments
selected in accordance with its investment objectives and policies.  The Trust
was organized as a Delaware business trust on March 31, 1995.

                        INVESTMENT STRATEGIES AND RISKS

          The Fund's primary objective is to achieve long-term capital
appreciation, and its secondary objective is income.  The Fund's investment
objectives are fundamental, which means that they may not be changed without
shareholder approval.  The Fund seeks to achieve its objectives by making
investments selected according to its investment policies and restrictions.
This Statement of Additional Information contains further information concerning
the techniques and operations of the Fund, the securities in which it will
invest, and the policies it will follow.

PRIMARY INVESTMENT - COMMON STOCK
---------------------------------

          To achieve its primary objective, the Fund invests in common stock of
companies that Olstein & Associates, L.P. (the "Investment Manager") determines
to be undervalued.  Common stock is defined as shares of a corporation that
entitle the holder to a pro rata share of the profits of the corporation, if
any, without a preference over any other shareholder or class of shareholders,
including holders of the corporation's preferred stock and other senior equity.
Common stock usually carries with it the right to vote and frequently an
exclusive right to do so.

OTHER EQUITY INVESTMENTS
------------------------

Convertible Securities.  Traditional convertible securities include corporate
bonds, notes and preferred stocks that may be converted into or exchanged for
common stock, and other securities that also provide an opportunity for equity
participation.  These securities are generally convertible either at a stated
price or a stated rate (that is, for a specific number of shares of common stock
or other security).

          As with other fixed income securities, the price of a convertible
security to some extent varies inversely with interest rates.  Income streams of
convertible securities are generally higher in yield than the income derivable
from a common stock, but lower than that afforded by a non-convertible debt
security.  While providing a fixed-income stream, a convertible security also
affords the investor an opportunity, through its conversion feature, to
participate in the capital appreciation of the common stock into which it is
convertible.  As the market price of the underlying common stock declines,
convertible securities tend to trade increasingly on a yield basis and so may
not experience market value declines to the same extent as the underlying common
stock.  When the market price of the underlying common stock increases, the
price of a convertible security tends to rise as a reflection of the value of
the underlying common stock.  To obtain such a higher yield, the Fund may be
required to pay for a convertible security an amount greater than the value of
the underlying common stock.  Common stock acquired by the Fund upon conversion
of a convertible security will generally be held for as long as the Investment
Manager anticipates such stock will provide the Fund with opportunities which
are consistent with the Fund's investment objectives and policies.

Warrants.  The Fund may invest in warrants, in addition to warrants acquired in
units or attached to securities.  A warrant is an instrument issued by a
corporation which gives the holder the right to subscribe to a specified amount
of the issuer's capital stock at a set price for a specified period of time.

American Depository Receipts.  The Fund may make foreign investments through the
purchase and sale of sponsored or unsponsored American Depository Receipts
("ADRs").  ADRs are receipts typically issued by a U.S. bank or trust company
that evidence ownership of underlying securities issued by a foreign
corporation.  Generally, ADRs in registered form are designed for use in the
U.S. securities markets.  The Fund may purchase ADRs whether they are
"sponsored" or "unsponsored." Sponsored ADRs are issued jointly by the issuer of
the underlying security and a depository, whereas unsponsored ADRs are issued
without participation of the issuer of the deposited security.  Holders of
unsponsored ADRs generally bear all the costs of such facilities.  The
depository of an unsponsored facility frequently is under no obligation to
distribute shareholder communications received from the issuer of the deposited
security or to pass through voting rights to the holders of such receipts in
respect to the deposited securities.  Therefore, there may not be a correlation
between information concerning the issuer of the security and the market value
of an unsponsored ADR.  ADRs may result in a withholding tax by the foreign
country of source, which will have the effect of reducing the income that may be
distributed to shareholders.

          Investments in ADRs may involve greater risks than investments in
domestic securities.  Foreign issuers are not generally subject to uniform
accounting, auditing and financial reporting standards comparable to those of
U.S. public companies.  Also there is generally less information available to
the public about non-U.S. companies.  In addition, foreign investments may
include risks related to legal, political and/or diplomatic actions of foreign
governments. These include imposition of withholding taxes on interest and
dividend income payable on the securities held, possible seizure or
nationalization of foreign deposits, and establishment of exchange controls at
the adoption of other foreign governmental restrictions which might adversely
affect the value of a foreign issuer's stock.  The Fund generally does not
expect to invest more than 5% of its assets in ADRs.

PREFERRED STOCK
---------------

          Generally, preferred stock receives dividends prior to distributions
on common stock and usually has a priority of claim over common stockholders if
the issuer of the stock is liquidated.  Unlike common stock, preferred stock
does not usually have voting rights; however, in some instances, preferred stock
is convertible into common stock.  In order to be payable, dividends on
preferred stock must be declared by the issuer's board of directors.  Dividends
on the typical preferred stock are cumulative, causing dividends to accrue even
if not declared by the board of directors.  There is, however, no assurance that
dividends will be declared by the boards of directors of issuers of the
preferred stocks in which the Fund invests.

          If the Investment Manager determines that suitable undervalued equity
securities are not available, the Fund may seek income by investing a
substantial portion of its assets in other types of securities.

MONEY MARKET INSTRUMENTS
------------------------

          The Fund will select money market securities for investment when such
securities offer a current market rate of return which the Fund considers
reasonable in relation to the risk of the investment, and the issuer can satisfy
suitable standards of credit-worthiness set by the Fund.  The money market
securities in which the Fund may invest are:

   o  repurchase agreements                    o  U.S. Government securities
   o  certificates of deposit                  o  commercial paper
   o  shares of money market mutual funds

          The Fund's direct investments in money market securities will
generally favor securities with shorter maturities (maturities of less than 60
days), which are less affected by price fluctuations than are those with longer
maturities.  Other than its investments in money market mutual funds, the Fund
will not invest in other investment companies.  The Fund's investments in money
market mutual funds may be made only in accordance with the limitations imposed
by The Investment Company Act of 1940 ("the 1940 Act") and its applicable rules.

U.S. Government Securities.  U.S. Government Securities include a variety of
Treasury securities, which differ in their interest rates, maturities and dates
of issuance.  The Fund will only acquire U.S. Government Securities which are
supported by the "full faith and credit" of the United States.  Securities that
are backed by the full faith and credit of the United States include:

          (a)  Treasury bills,

          (b)  Treasury bonds,

          (c)  Treasury notes, and

          (d)  obligations of the Government National Mortgage Association, the
Farmers Home Administration, and the Export-Import Bank.

The maturity rates of U.S. Government Securities are as follows:

      1 Year or Less             1 to 10 Years          Greater than 10 Years
      --------------             -------------          ---------------------
      Treasury Bills             Treasury Notes             Treasury Bonds

Certificates of Deposit.  Certificates of deposit are certificates issued
against funds deposited in a commercial bank or a savings and loan association
for a definite period of time, earning a specified return.  Bankers' acceptances
are negotiable drafts or bills of exchange, normally drawn by an importer or
exporter to pay for specific merchandise, which are "accepted" by a bank,
meaning, in effect, that the bank unconditionally agrees to pay the face value
of the instrument on maturity.  Investments in bank certificates of deposit and
bankers' acceptances are generally limited to domestic banks and savings and
loan associations that are members of the Federal Deposit Insurance Corporation
or Federal Savings and Loan Insurance Corporation having a net worth of at least
$100 million dollars and domestic branches of foreign banks (limited to
institutions having total assets not less than $1 billion or its equivalent).

Commercial Paper.  Investments in prime commercial paper may be made in notes,
drafts, or similar instruments payable on demand or having a maturity at the
time of issuance not exceeding nine months, exclusive of days of grace, or any
renewal periods payable on demand or having a maturity likewise limited.

Repurchase Agreements.  Under a repurchase agreement, the Fund acquires a debt
instrument subject to the obligation of the seller to repurchase and the Fund to
resell such debt instrument at a fixed price.  The Fund will enter into
repurchase agreements only with banks that are members of the Federal Reserve
System, or securities dealers who are members of a national securities exchange
or are market makers in government securities and report to the Market Reports
Division of the Federal Reserve Bank of New York.  In either case, the Fund will
enter into repurchase agreements only when the debt instrument collateralizing
the repurchase agreement is a U.S. Treasury or agency obligation supported by
the full faith and credit of the United States.

          A repurchase agreement may also be viewed as the loan of money by the
Fund to the seller.  The resale price specified is normally greater than the
purchase price, reflecting an agreed upon interest rate.  The rate is effective
for the period of time the Fund is invested in the agreement and may not be
related to the coupon rate on the underlying security.

          The term of these repurchase agreements will usually be short (from
overnight to one week), and at no time will the Fund invest in repurchase
agreements of more than sixty days.  The securities that are collateral for the
repurchase agreements, however, may have maturity dates in excess of sixty days
from the effective date of the repurchase agreement.

          As collateral, the Fund will always receive securities whose market
value, including accrued interest, will at least equal 102% of the dollar amount
to be paid to the Fund under each agreement at its maturity.  The Fund will make
payment for such securities only upon physical delivery or evidence of book
entry transfer to the account of the Custodian.

          If the seller defaults, the Fund might incur a loss if the value of
the collateral securing the repurchase agreement declines, and might incur
disposition costs in connection with liquidation of the collateral.  In
addition, if bankruptcy proceedings are commenced with respect to the seller of
the security, collection of the collateral by the Fund may be delayed or
limited.  The Fund also may not be able to substantiate its interests in the
underlying securities.  While management of the Fund acknowledges these risks,
the Investment Manager expects to control these risks through stringent security
selection and careful monitoring procedures.

          The Fund's investment in repurchase agreements that do not mature in
seven days and other securities for which there is no readily available market
for resale, or that are subject to legal or contractual restrictions on resale,
may be considered illiquid securities under federal or state law.  The Fund will
restrict its investment in illiquid securities to not more than 10% of its net
assets.  For purposes of the diversification test for qualification as a
regulated investment company under the Internal Revenue Code, repurchase
agreements are not counted as cash, cash items or receivables, but rather as
securities issued by the counter-party to the repurchase agreements.

ILLIQUID SECURITIES
-------------------

          The Fund may invest up to 10% of its total assets in securities that
may be considered illiquid.  Illiquid securities include securities with
contractual restrictions on resale, repurchase agreements maturing in greater
than seven days, and other securities that may not be readily marketable.
Liquidity relates to the ability of the Fund to sell a security in a timely
manner at a price that reflects the value of that security.  The relative
illiquidity of some of the Fund's securities may adversely affect the ability of
the Fund to dispose of such securities in a timely manner and at a fair price at
times when it may be necessary or advantageous for the Fund to liquidate
portfolio securities.  Certain securities in which the Fund may invest are
subject to legal or contractual restrictions as to resale and therefore may be
illiquid by their terms.

EQUITY SWAP AGREEMENTS
----------------------

          The Fund may also enter into equity swap agreements for the purpose of
attempting to obtain a desired return or exposure to certain equity securities
or equity indices in an expedited manner or at a lower cost to the Fund than if
the Fund had invested directly in such securities, and, indirectly, to better
manage the Fund's ability to experience taxable gains or losses in an effort to
maximize the after-tax returns for shareholders.

          Swap agreements are two party contracts entered into primarily by
institutional investors for periods ranging from a few weeks to more than one
year.  In a standard swap transaction, two parties agree to exchange the returns
(or differentials in return) earned or realized on particular predetermined
investments or instruments.  The gross returns to be exchanged or "swapped"
between the parties are generally calculated with respect to a "notional
amount," i.e., the return on, or increase in value of a particular dollar amount
invested in a "basket" of particular securities or securities representing a
particular index.  Forms of swap agreements include equity or index caps, under
which, in return for a premium, one party agrees to make payment to the other to
the extent that the return on securities exceeds a specified rate, or "cap";
equity or index floors, under which, in return for a premium, one party agrees
to make payments to the other to the extent that the return on securities fall
below a specified level, or "floor"; and equity or index collars, under which a
party sells a cap and purchases a floor or vice versa in an attempt to protect
itself against movements exceeding given minimum or maximum levels.  Parties may
also enter into bilateral swap agreements which obligate one party to pay the
amount of any net appreciation in a basket or index of securities while the
counterparty is obligated to pay the amount of any net depreciation.


          The "notional amount" of the swap agreement is only a fictive basis on
which to calculate the obligations that the parties to a swap agreement have
agreed to exchange.  Most swap agreements entered into by the Fund would
calculate the obligations of the parties to the agreement on a "net basis."
Consequently, the Fund's current obligations (or rights) under a swap agreement
will generally be equal only to the net amount to be paid or received under the
agreement based on the relative values of the positions held by each party to
the agreement (the "net amount").  The Fund's current obligations under a swap
agreement will be accrued daily (offset against amounts owed to the Fund) and
any accrued but unpaid net amounts owed to a swap counterparty will be covered
by the maintenance of a segregated account consisting of liquid assets such as
cash, U.S. Government securities, or high grade debt obligations, to avoid any
potential leveraging of the Fund's portfolio.  The Fund will not enter into a
swap agreement with any single party if the net amount owed or to be received
under existing contracts with that party would exceed 5% of the Fund's net
assets.



          Whether the Fund's use of swap agreements will be successful in
furthering its investment objective will depend on the Adviser's ability to
predict correctly whether certain types of investments are likely to produce
greater returns than other investments.  Because they are two-party contracts
and because they may have terms of greater than seven days, swap agreements may
be considered to be illiquid.  Moreover, the Fund bears the risk of loss of the
amount expected to be received under a swap agreement in the event of the
default or bankruptcy of a swap agreement counterparty.  The Investment Manager
will cause the Fund to enter into swap agreements only with counterparties that
would be eligible for consideration as repurchase agreement counterparties under
the Fund's repurchase agreement guidelines.  Certain restrictions imposed on the
Fund by the Internal Revenue Code may limit the Fund's ability to use swap
agreements.  The swaps market is a relatively new market and is largely
unregulated.  It is possible that developments in the swaps market, including
potential government regulation, could adversely affect the Fund's ability to
terminate existing swap agreements or to realize amounts to be received under
such agreements.


                            INVESTMENT RESTRICTIONS

          The Fund has adopted the investment restrictions set forth below in
addition to those discussed in the Prospectus.  Some of these restrictions are
fundamental policies of the Fund, and cannot be changed without the approval of
a majority of the outstanding voting securities.  As provided in the 1940 Act, a
"vote of a majority of the outstanding voting securities" means the affirmative
vote of the lesser of:

          (1)  more than 50% of the outstanding shares, or

          (2)  67% or more of the shares present at a meeting if more than 50%
of the outstanding shares are represented at the meeting in person or by proxy.

FUNDAMENTAL RESTRICTIONS
------------------------

          As a matter of fundamental policy, the Fund will not:

          (a)  as to 75% of the Fund's total assets, invest more than 5% of its
total assets in the securities of any one issuer (this limitation does not apply
to cash and cash items, or obligations issued or guaranteed by the United States
Government, its agencies or instrumentalities, or securities of other investment
companies);

          (b)  purchase more than 10% of the voting securities, or more than 10%
of any class of securities, of any one issuer; for purposes of this restriction,
all outstanding fixed income securities of an issuer are considered as one
class;

          (c)  make short sales of securities in excess of 25% of the Fund's
total assets or purchase securities on margin except for such short-term credits
as are necessary for the clearance of transactions;

          (d)  purchase or sell commodities or commodity contracts;

          (e)  make loans of money or securities, except

               o by the purchase of fixed income obligations in which the Fund
                 may invest consistent with its investment objective and
                 policies; or

               o by investment in repurchase agreements (see "Investment
                 Strategies and Risks");

          (f)  borrow money, except the Fund may borrow from banks in the
following cases:

               o  for temporary or emergency purposes not in excess of 5% of the
                  Fund's net assets, or


               o to meet redemption requests that might otherwise require the
                 untimely disposition of portfolio securities, in an amount up
                 to 33 1/3% of the value of the Fund's net assets at the time
                 the borrowing was made;


          (g)  pledge, hypothecate, mortgage or otherwise encumber its assets,
except in an amount up to 33 1/3% of the value of its net assets, but only to
secure borrowings authorized in the preceding restriction; this restriction does
not limit the authority of the Fund to maintain accounts for short sales of
securities;

          (h)  purchase the securities of any issuer, if, as a result, more than
10% of the value of a Fund's net assets would be invested in securities that are
subject to legal or contractual restrictions on resale ("restricted
securities"), in any combination of securities for which there are no readily
available market quotations, or in repurchase agreements maturing in more than
seven days;

          (i)  engage in the underwriting of securities except insofar as the
Fund may be deemed an underwriter under the Securities Act of 1933 in disposing
of a portfolio security;

          (j)  purchase or sell real estate or interests in real estate,
although it may purchase securities of issuers which engage in real estate
operations and may purchase and sell securities which are secured by interests
in real estate; therefore, the Fund may invest in publicly-held real estate
investment trusts or marketable securities of companies which may represent
indirect interests in real estate such as real estate limited partnerships which
are listed on a national exchange, however, the Fund will not invest more than
10% of its assets in any one or more real estate investment trusts; and

          (k)  invest more than 25% of the value of the Fund's total assets in
one particular industry, except for temporary defensive purposes; for purposes
of this limitation, utility companies will be divided according to their
services (e.g., gas, electric, water and telephone) and each will be considered
a separate industry; this restriction does not apply to investments in U.S.
Government securities, and investments in certificates of deposit and bankers'
acceptances are not considered to be investments in the banking industry.

NON-FUNDAMENTAL RESTRICTIONS
----------------------------

          Non-fundamental policies may be changed by the Trust's Board of
Trustees, without shareholder approval.  As a matter of non-fundamental policy,
the Fund will not:

          (a)  purchase oil, gas or other mineral leases, rights or royalty
contracts or exploration or development programs, except that the Fund may
invest in the securities of companies which invest in or sponsor such programs;

          (b)  invest for the purpose of exercising control or management of
another company;

          (c)  invest in securities of any open-end investment company, except
in connection with a merger, reorganization or acquisition of assets and except
that the Fund may purchase securities of money market mutual funds, but such
investments in money market mutual funds may be made only in accordance with the
limitations imposed by the 1940 Act and the rules thereunder, as amended; and

          (d)  invest more than 5% of its total assets in securities of
companies having a record, together with predecessors, of less than three years
of continuous operation; this limitation shall not apply to U.S. Government
securities.

          So long as percentage restrictions are observed by the Fund at the
time it purchases any security, changes in values of particular Fund assets or
the assets of the Fund as a whole will not cause a violation of any of the
foregoing fundamental or non-fundamental restrictions.

SHORT SELLING
-------------

          If the Fund anticipates that the price of a security will decline, it
may sell the security short and borrow the same security from a broker or other
institution to complete the sale.  The Fund may realize a profit or loss
depending upon whether the market price of a security decreases or increases
between the date of the short sale and the date on which the Fund must replace
the borrowed security.  As a hedging technique, the Fund may purchase options to
buy securities sold short by the Fund.  Such options would lock in a future
purchase price and protect the Fund in case of an unanticipated increase in the
price of a security sold short by the Fund.  Short selling is a technique that
may be considered speculative and involves risk beyond the initial capital
necessary to secure each transaction.  In addition, the technique could result
in higher operating costs for the Fund and have adverse tax effects for the
investor.  Investors should consider the risks of such investments before
investing in the Fund.

          Whenever the Fund effects a short sale, it will set aside in
segregated accounts cash, U.S. Government Securities or other liquid assets
equal to the difference between:

          (a)  the market value of the securities sold short; and

          (b)  any cash or U.S. Government Securities required to be deposited
as collateral with the broker in connection with the short sale (but not
including the proceeds of the short sale).

          Until the Fund replaces the security it borrowed to make the short
sale, it must maintain daily the segregated account at such levels that the
amount deposited in it plus the amount deposited with the broker as collateral
will equal the current market value of the securities sold short.

          The value of any securities of any one issuer in which the Fund is
short may not exceed the lesser of 2% of the Fund's net assets or 2% of the
securities of any class of any issuer's securities.  In addition, short sales
will only be made in those securities that are listed on a national exchange.
When added together, no more than 25% of the value of the Fund's total net
assets will be:

            o  deposited as collateral for the obligation to replace securities
               borrowed to effect short sales; and

            o  allocated to segregated accounts in connection with short sales.

OPTIONS
-------

          Generally, the Fund will only purchase options for hedging purposes
and not for speculation.  In this regard, the Fund will only purchase call
options on underlying securities that are sold short by the Fund.  Purchasing
call options allows the Fund to hedge against an increase in the price of
securities that are sold short by the Fund, by locking in a future purchase
price.  Such options on securities will generally be held no longer than the
Fund maintains a short position in the underlying security.

          The purchase of call options gives the Fund the right, but not the
obligation, to buy (call) a security at a fixed price during a specified period.
When purchasing call options, the Fund pays a non-refundable premium to the
party who sells (writes) the option.  This practice allows the Fund to protect
itself in the event of an unexpected increase in the price of a security sold
short.  Premiums paid by the Fund in connection with option purchases will not
exceed 5% of the Fund's net assets.  Following the purchase of a call option,
the Fund may liquidate its position by entering into a closing transaction in
which the Fund sells an option of the same series as previously purchased.

          The success of purchasing call options for hedging purposes depends on
the Investment Manager's judgment and ability to predict the movement of stock
prices.  There is generally an imperfect correlation between options and the
securities being hedged.  If the Investment Manager correctly anticipates the
direction of the price of the underlying security that is the subject of the
hedge, the option will not be exercised, and any premium paid for the option may
lower the Fund's return.  If an option position is no longer needed for hedging
purposes, it may be closed out by selling an option of the same series
previously purchased.  There is a risk that a liquid secondary market may not
exist and the Fund may not be able to close out an option position, and
therefore would not be able to offset any portion of the premium paid for that
option.  The risk that the Fund will not be able to close out an options
contract will be minimized because the Fund will only enter into options
transactions on a national exchange and for which there appears to be a liquid
secondary market.

          The Fund's activities relating to short sales and any purchase of
options on securities for hedging purposes may be considered investments in
derivative securities. "Derivative" securities include instruments whose value
is based upon, or derived from, some underlying security.

                               PORTFOLIO TURNOVER

          Although the primary objective of the Fund is to achieve long term
capital appreciation, the Fund may sell securities to recognize gains or avoid
potential for loss without regard to the time it has been held.  The Fund
intends to follow a strict "buy and sell discipline" under which it will
purchase or sell securities whenever the Fund's value criteria are met.  When
appropriate, the Fund takes into consideration the holding period of the
security.

          The Investment Manager believes that adhering to a strict sell
discipline when the Fund's value criteria are met reduces the potential severity
of future portfolio valuation declines.  However, such discipline may result in
portfolio changes and a portfolio turnover rate higher than that reached by many
capital appreciation funds.  High portfolio turnover produces additional
transaction costs (such as brokerage commissions) which are borne by the Fund.
High portfolio turnover also may cause adverse tax effects.  See "Dividends,
Capital Gains Distributions and Taxes" in the Prospectus.

          The annualized portfolio turnover rate for the past three years is as
follows:


    Fiscal Year ended          Fiscal year ended          Fiscal year ended
     August 31, 2000            August 31, 1999            August 31, 1998
         158.44%                    179.33%                    187.44%


                             MANAGEMENT OF THE FUND

BOARD OF TRUSTEES AND OFFICERS OF THE TRUST
-------------------------------------------

          The Board of Trustees of the Trust consists of seven individuals, four
of whom are not "interested persons" of the Trust or Fund as that term is
defined in the 1940 Act.  The Trustees are fiduciaries for the Fund's
shareholders and are governed by the laws of the State of Delaware in this
regard.  They establish policy for the operation of the Fund and appoint the
officers who conduct the daily business of the Fund.

          The officers conduct and supervise the daily business operations of
the Trust, while the Trustees, in addition to the functions set forth under
"Investment Manager," and "Distribution of Shares" review such actions and
decide on general policy.  Compensation to officers and Trustees of the Trust
who are affiliated with the Investment Manager is paid by the Investment Manager
and not by the Trust.

          The names, addresses and occupational history of the Trustees and
principal executive officers are listed below:

<TABLE>

                                          POSITION AND OFFICE                     PRINCIPAL OCCUPATION
NAME AND ADDRESS                    AGE     WITH THE TRUST                     DURING THE PAST FIVE YEARS
----------------                    ---     --------------                     --------------------------
<S>                                 <C>           <C>                                      <C>

Robert A. Olstein*<F1>+<F2>          59      Chairman and         Chairman and Chief Executive Officer, Olstein & Associates,
c/o Olstein & Associates, L.P.               President            L.P., beginning in 2000, President, Olstein &
4 Manhattanville Road                                             Associates, L.P., 1994-2000; President, Olstein, Inc., since
Purchase, NY  10577                                               June 1994; Senior Vice President/Senior Portfolio Manager,
                                                                  Smith Barney Inc. from 1982 until 1994.

Neil C. Klarfeld*                    56      Trustee              Executive Officer, Clarett Group (Real Estate Development)
135 West 50th, 21st Floor                                         since 1998; previously Executive Vice President, Park Tower
New York, NY  10020                                               Realty Corp., since 1979.  Limited Partner, Olstein &
                                                                  Associates, L.P.

Fred W. Lange                        67      Trustee              President and Portfolio Manager, Lange Staten Financial
199 Stanley Avenue                                                Services (investment services), since 1972; Member of the
Staten Island, NY 10301                                           Board of Trustees of Wagner College.

John Lohr                            55      Trustee              Principal, Lockwood Financial Group Ltd. (investment
10 Valley Stream Parkway                                          services), since January 1996; Attorney, sole practitioner,
Malvern, PA  19355                                                from 1995 until 1996; Senior Vice President, Smith Barney
                                                                  Inc., from 1987 until 1995.

D. Michael Murray                    60      Trustee              President, Murray, Sheer & Montgomery (consultants), since
1200 New Hampshire Ave., NW                                       1968.
Suite 430
Washington, DC  20036

Lawrence K. Wein                     58      Trustee              Managing Director of Global Transit Services, AT&T, Inc.,
55 Corporate Park Drive                                           since 1990.
Room 23D50
Bridgewater, NJ  08807

Erik K. Olstein*<F1>+<F2>            33      Trustee, Secretary,
c/o Olstein & Associates, L.P.               Assistant Treasurer  Vice President of Sales, Olstein & Associates, L.P.,1994-
4 Manhattanville Road                        and Chief Compliance 2000; Client Liaison, Smith Barney.Inc., from 1994 until,
Purchase, NY  10577                          Officer              1995; Assistant OTC Trader, Lehman Brothers Inc. from 1993
                                                                  until 1994.

Michael Luper                        32      Chief Accounting     Executive Vice President, Olstein & Associates, L.P.,
c/o Olstein & Associates, L.P.               Officer and          beginning in 2000, Vice President, Olstein & Associates,
4 Manhattanville Road                        Treasurer            L.P., 1994-2000; Client Liaison, Smith Barney Inc., from
Purchase, NY  10577                                               1994 until 1995; Auditor (CPA), J. H. Cohn & Company from
                                                                  1991 until 1994.

</TABLE>

*<F1>   Trustees who are "interested persons" as defined in the 1940 Act.
+<F2>   Erik K. Olstein is the nephew of Robert A. Olstein, President of The
        Olstein Funds.

COMPENSATION
------------

          For their service as Trustees, the Independent Trustees receive a
$2,500 annual fee and $500 per meeting attended, as well as reimbursement for
expenses incurred in connection with attendance at such meetings.  The
interested Trustees of the Trust receive no compensation for their service as
Trustees. The table below details the amount of compensation received by the
Trustees from the Fund for the past fiscal year.  Presently, none of the
executive officers receive compensation from the Fund.

<TABLE>
                                                                                           TOTAL COMPENSATION
                           AGGREGATE            PENSION OR RETIREMENT   ESTIMATED ANNUAL   FROM TRUST AND FUND
                           COMPENSATION FROM    BENEFITS ACCRUED AS     BENEFITS UPON      COMPLEX PAID TO
NAME AND POSITION          FUND                 PART OF FUND EXPENSES   RETIREMENT         TRUSTEES
<S>                        <C>                  <C>                     <C>                <C>
Robert A. Olstein*<F3>           None                  None                 None                 None
Chairman and President

Erik K. Olstein*<F3>             None                  None                 None                 None
Trustee, Secretary and
Assistant Treasurer

Neil C. Klarfeld*<F3>            None                  None                 None                 None
Trustee

Fred W. Lange                    4500                  None                 None                 4500
Trustee

John Lohr                        3500                  None                 None                 3500
Trustee

D. Michael Murray                4500                  None                 None                 4500
Trustee

Lawrence K. Wein                 4500                  None                 None                 4500
Trustee

</TABLE>

*<F3>  Interested Trustees

                              MANAGEMENT OWNERSHIP


          As of November 30, 2000, the Fund's officers, trustees and members of
the Investment Manager as a group owned 16.79% of the Class C shares of the Fund
and 14.35% of the Adviser Class shares of the Fund, for a total of 16.66% of the
outstanding shares of the Fund.


              CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES

PRINCIPAL HOLDERS
-----------------


          As of November 30, 2000, there were no control persons of the Fund.
As of November 30, 2000, the following shareholders were known to own of record
or beneficially more than 5% of the outstanding voting shares of the Class C
shares, the Adviser Class shares, or the Fund as a whole, as shown:



                                  Percentage of     Percentage of
       Name and Address              Class              Fund        Ownership
       ----------------           -------------     -------------   ---------
The Lupa Family Trust            Class C Shares
Attn:  Gary Gladstein                 7.31%             6.92%       Beneficial
c/o Soros Fund Management
888 Seventh Ave., 33rd Floor
New York, NY  10106

Albert Fried, Jr.                Class C Shares
40 Exchange Place                     5.39%             5.10%         Record
New York, NY  10005

Charles Schwab Company, Inc.      Advisor Class
101 Montgomery Street                Shares
San Francisco, CA  94104             17.37%             0.93%         Record

Robert A. Olstein                 Adviser Class
c/o Olstein & Associates, L.P.       Shares                          Record &
4 Manhattanville Road                14.35%             1.07%       Beneficial
Purchase, NY 10577


                               INVESTMENT MANAGER

          Effective August 18, 1995, the Trust entered into an investment
management agreement on behalf of the Fund with Olstein & Associates, L.P. (the
"Investment Management Agreement"), Olstein & Associates, L.P. provides
investment advisory services.  The services of the Investment Manager are
subject to the supervision and direction of the Trust's Board of Trustees.

          The Investment Manager is organized as a New York limited partnership
and is controlled and operated by its general partner, Olstein, Inc., a New York
corporation which is wholly-owned by Robert A. Olstein.  Because Mr. Olstein
owns Olstein, Inc. and is a Trustee of the Fund, Mr. Olstein is considered an
affiliated person of both the Investment Manager and the Fund.  The Investment
Manager has twenty limited partners, who will receive a portion of the income
derived from the advisory fee received by the Investment Manager.  In addition,
some of the limited partners are brokers or dealers who may receive up-front
commissions from the Investment Manger for sales of Fund shares, distribution
fees for ongoing marketing of Fund shares under a Plan of Distribution adopted
pursuant to Rule 12b-1 under the 1940 Act (the "12b-1 Plan"), or compensation as
broker-dealer employees of companies who execute portfolio transactions for the
Fund.


          The Investment Management Agreement must be renewed annually.  The
Investment Management Agreement will be renewed each year only so long as its
renewal and continuance are specifically approved at least annually by:


          (a)  the Board of Trustees, or

          (b)  by vote of a majority of the outstanding voting securities of the
Fund.


          In either case, the terms of the renewal must be approved by the vote
of a majority of the Trustees of the Fund who are not parties of the Investment
Management Agreement or interested persons of any such party (the "Independent
Trustees").  The vote of the Trustees must be cast in person at a meeting called
for the purpose of voting on such approval.  The Investment Management Agreement
will terminate automatically in the event of its assignment.



          According to the Investment Management Agreement, the Fund is
obligated to pay the Investment Manager a monthly fee equal to an annual rate of
1% of the Fund's average daily net assets.  This fee is higher than that
normally charged by funds with similar investment objectives.  Each class of
shares of the Fund pays its proportionate share of the fee.  The advisory fee
paid to the Investment Manager for the services provided to the Fund for the
past three fiscal years was as follows:




    Fiscal Year ended          Fiscal year ended          Fiscal year ended
     August 31, 2000            August 31, 1999            August 31, 1998
     ---------------            ---------------            ---------------
        $4,076,772                 $2,876,576                 $2,373,999


                                  DISTRIBUTOR


          Olstein & Associates, L.P. (the "Distributor") acts as distributor of
the Fund's shares under an Amended and Restated Distribution Agreement (the
"Distribution Agreement") approved by the Board of Trustees of the Trust on
behalf of the Fund.  The Distributor assists in the sale and distribution of the
Fund's shares as well as assisting with the servicing of shareholder accounts.
Mr. Robert A. Olstein and Mr. Erik K. Olstein are considered to be affiliated
persons of both the Distributor and the Fund.


          The Distributor has sole authority to enter into agreements with
Selling Dealers or other parties who offer the Fund's shares for sale and is
responsible for the payment of any up-front commissions and 12b-1 fees payable
to Selling Dealers or others.  The Distribution Agreement also provides that the
Distributor, in the absence of willful misfeasance, bad faith or gross
negligence in the performance of its duties or by reason of reckless disregard
of its obligations and duties under the agreement, will not be liable to the
Trust or its shareholders for losses arising in connection with the sale of Fund
shares.

          The Distribution Agreement became effective as of August 18, 1995, and
is subject to renewal on an annual basis.  The Distribution Agreement will be
renewed each year if its continuance is approved at least annually by a majority
of the Trustees, including a majority of the Independent Trustees or, by a vote
of a majority of the outstanding voting securities of the Fund.  The
Distribution Agreement terminates automatically in the event of its assignment.
The Distribution Agreement may be terminated in two ways without payment of a
penalty:

          (1)  as to the Distributor, by the Fund (by vote of a majority of the
Independent Trustees or by a vote of the outstanding voting securities of the
Fund) on not less than 60 days' written notice; or

          (2)  as to the Distributor's own participation, by the Distributor
upon 60 days' written notice


          The commissions that the Distributor received as the distributor of
the Fund's shares for the last three fiscal years is as follows:



                        TOTAL COMMISSION    AMOUNT RETAINED BY
                        RECEIVED            DISTRIBUTOR
                        --------            -----------
Fiscal year ended       $420,318            $420,318
August 31, 2000

Fiscal year ended       $222,640            $222,640
August 31, 1999

Fiscal year ended       $28,000             $28,000
August 31, 1998


DISTRIBUTION (RULE 12B-1) PLANS
-------------------------------


          As noted in its prospectus, the Fund has adopted a plan pursuant to
Rule 12b-1 under the 1940 Act for each class of its shares (each a "Plan" and
collectively, the "Plans").


          For the Class C shares, the Plan provides for the payment of fees of
1.00% per year of the average daily net assets of the class to compensate the
Distributor or other persons for expenses incurred in connection with the
distribution of the shares of the class and the servicing of shareholder
accounts.  The fees are accrued and may be paid on a monthly basis, based on the
Fund's average daily net assets of the Class C shares.  Included within the
1.00% payable under the Plan is a 0.75% fee that may be paid to persons as
compensation for time spent and expenses incurred in the distribution and
promotion of the Class C shares.  These include, but are not limited to, sales
calls and presentations to potential shareholders, media relations, the printing
of prospectuses and reports used for sales purposes, expenses for the
preparation and printing of sales literature and related expenses,
advertisements, and other distribution-related expenses, as well as any
distribution or service fees paid to securities dealers or others who have
executed a dealer agreement with the Distributor.  In addition, the Plan
includes a payment of 0.25% per annum of average daily net assets of Class C
shares for shareholder servicing costs.  Any expense for distribution greater
than 1.00% per annum will be borne by the Investment Manager without any
reimbursement or payment by the Class C shares.


          For the Adviser Class shares, the Plan provides for the payment of
fees of 0.25% per year of the average daily net assets of the class to
compensate the Distributor or other persons for distribution and shareholder
servicing activities undertaken on behalf of the Adviser Class shares and
Adviser Class shareholders. The fees are accrued and may be paid on a monthly
basis, based on the average daily net assets of the Adviser Class shares.  It is
presently anticipated that the fees will be used to compensate third parties who
provide a platform through which investment advisers, financial planners and
other financial professionals, are able to offer the shares of the class for
sale.


          Each Plan has been approved by the Trust's Board of Trustees,
including all of the Independent Trustees as defined in the 1940 Act.  The Board
therefore believes that it will likely benefit the Fund to have monies available
for the direct distribution activities of the Distributor in promoting the sale
of the Fund's shares, and to avoid any uncertainties as to whether other
payments by the Fund constitute distribution expenses on behalf of the Fund.
The Board of Trustees, including the Independent Trustees, has concluded that in
the exercise of their reasonable business judgment and in light of their
fiduciary duties, there is a reasonable likelihood that each Plan will benefit
the Fund and the shareholders of the respective classes.  Each Plan must be
renewed annually by the Board of Trustees, including a majority of the
Independent Trustees who have no direct or indirect financial interest in the
operation of the Plan, cast in person at a meeting called for that purpose.  It
is also required that the selection and nomination of such Trustees be done by
the Independent Trustees.  The Plans and any related agreements may not be
amended to increase materially the amounts to be spent for distribution expenses
without approval by a majority of the outstanding shares of the affected class,
and all material amendments to the Plan or any related agreements shall be
approved by a vote of the Independent Trustees, cast in person at a meeting
called for the purpose of voting on any such amendment.

          The Distributor is required to report in writing to the Board of
Trustees, at least quarterly, the amounts and purpose of any payment made under
the Plans, as well as to furnish the Board with such other information as may
reasonably be requested in order for the Board to make an informed determination
as to whether the Plans should be continued.


          Below are the itemized expenditures made by the Distributor pursuant
to payments made under the Class C Plan during the fiscal year ended August 31,
2000:




  Advertising and Printing and Mailing of
      Prospectuses to Other than current
      Shareholders                                                   $59,665
  Compensation to Dealers                                            332,710
  Compensation to Sales Personnel                                    272,659
  Interest or Other Finance Charges                                        0
  Administration and Shareholder Servicing                           252,291
  Other Fees                                                          19,397
                                                                    --------
     TOTAL                                                          $936,722
                                                                    --------
                                                                    --------



          Below are the itemized expenditures made by the Distributor pursuant
to payments made under the Adviser Class Plan:




  Advertising and Printing and Mailing of
      Prospectuses to Other  than Current
      Shareholders                                                  $ 2,763
  Compensation to Dealers                                            15,408
  Compensation to Sales Personnel                                    12,627
  Interest or Other Finance Charges                                       0
  Administration and Shareholder Servicing                           11,684
  Other Fees                                                            898
                                                                    -------
     TOTAL                                                          $43,380
                                                                    -------
                                                                    -------


                                 ADMINISTRATOR

          Firstar Mutual Fund Services, LLC, 615 East Michigan Street,
Milwaukee, Wisconsin, 53202, provides certain administrative services to the
Fund pursuant to an Administrative Services Agreement.  Under the Administrative
Services Agreement, the administrator:

            o  coordinates with the Custodian and monitors the custodial,
               transfer agency and accounting services provided to the Fund;

            o  coordinates with and monitors any other third parties furnishing
               services to the Fund;

            o  provides the Fund with necessary office space, telephones and
               other communications facilities and personnel competent to
               perform administrative and clerical functions;

            o  maintains such books and records of the Fund as may be required
               by applicable federal or state law and supervises the maintenance
               of such books and records if maintained by third parties;

            o  prepares or supervises the preparation by third parties of all
               federal, state and local tax returns and reports of the Fund
               required by applicable law;

            o  prepares and, after approval by the Fund, files and arranges for
               the distribution of proxy materials and periodic reports to
               shareholders of the Fund as required by applicable law;

            o  prepares and after approval by the Fund, arranges for the filing
               of such registration statements and other documents with the
               Securities and Exchange Commission (the "SEC") and other federal
               and state regulatory authorities as may be required by applicable
               law;

            o  reviews and submits to the officers of the Trust for their
               approval invoices or other requests for payment of the Fund's
               expenses and instructs the Custodian to issue checks in payment
               thereof;

            o  assists the Fund in the preparation of documents and information
               needed for meetings of the Board of Trustees and prepares the
               minutes of Board meetings;

            o  monitors the Fund's compliance with applicable state securities
               laws;


            o  assists the Distributor with the preparation of quarterly reports
               to the Board of Trustees relating to the distribution plans
               adopted by the Fund pursuant to Rule 12b-1; and


            o  takes such other action with respect to the Fund as may be
               necessary in the opinion of the Administrator to perform its
               duties under the agreement.

          The Fund has paid the following fees for administrative services over
the past three fiscal years:


    Fiscal Year ended          Fiscal year ended          Fiscal year ended
     August 31, 2000            August 31, 1999            August 31, 1998
     ---------------            ---------------            ---------------
         $264,075                   $156,927                   $169,932


                       TRANSFER AGENT AND FUND ACCOUNTANT

          Firstar Mutual Fund Services, LLC also serves as transfer agent and
dividend disbursing agent for the Fund under a Shareholder Servicing Agreement.
As transfer and dividend disbursing agent, Firstar Mutual Fund Services, LLC has
agreed to:

            o  issue and redeem shares of the Fund,

            o  make dividend and other distributions to shareholders of the
               Fund,

            o  respond to correspondence by Fund shareholders and others
               relating to its duties,

            o  maintain shareholder accounts, and

            o  make periodic reports to the Fund.

          In addition, the Trust has entered into a Fund Accounting Servicing
Agreement with Firstar Mutual Fund Services, LLC pursuant to which Firstar
Mutual Fund Services, LLC has agreed to maintain the financial accounts and
records of the Fund and provide other accounting services to the Fund.

                                   CUSTODIAN

          Firstar Bank, N.A. serves as custodian of the Trust's assets pursuant
to a Custody Agreement.  Under the Custody Agreement, Firstar Bank, N.A. has
agreed to:

            o  maintain a separate account in the name of the Fund,

            o  make receipts and disbursements of money on behalf of the Fund,

            o  collect and receive all income and other payments and
               distributions on account of the Fund's portfolio investments,

            o  respond to correspondence from shareholders, security brokers and
               others relating to its duties, and

            o  make periodic reports to the Fund concerning the Fund's
               operations.


          Firstar Bank, N.A. does not exercise any supervisory function over the
purchase and sale of securities.


                       ALLOCATION OF PORTFOLIO BROKERAGE

          The Fund's portfolio securities transactions are placed by the
Investment Manager.  The objective of the Fund is to obtain the best available
prices in its portfolio transactions, taking into account the costs, promptness
of executions and other qualitative considerations.  There is no pre-existing
commitment to place orders with any broker, dealer or member of an exchange. The
Investment Manager evaluates a wide range of criteria in seeking the most
favorable price and market for the execution of transactions.  These include the
broker's commission rate, execution capability, positioning and distribution
capabilities, information in regard to the availability of securities, trading
patterns, statistical or factual information, opinions pertaining to trading
strategy, back office efficiency, ability to handle difficult trades, financial
stability, and prior performance in serving the Investment Manager and its
clients.  In transactions of equity securities and U.S. Government securities
executed in the over-the-counter market, purchases and sales are transacted
directly with principal market-makers except in those circumstances when, in the
opinion of the Investment Manager, better prices and executions are available
elsewhere.

          The Investment Manager, when effecting purchases and sales of
portfolio securities for the account of the Fund, will seek execution of trades
either (1) at the most favorable and competitive rate of commission charged by
any broker, dealer or member of an exchange, or (2) at a higher rate of
commission charges, if reasonable, in relation to brokerage and research
services provided to the Fund or the Investment Manager by such member, broker,
or dealer.  Such services may include, but are not limited to, any one or more
of the following:

            o  information as to the availability of securities for purchase or
               sale,

            o  statistical or factual information, or

            o  opinions pertaining to investments.

          The Investment Manager may use research and services provided to it by
brokers and dealers in servicing all its clients, including the Fund, and not
all such services will be used by the Investment Manager in connection with the
Fund.  Brokerage may also be allocated to dealers in consideration of the Fund's
share distribution, but only when execution and price are comparable to that
offered by other brokers.  The Fund paid the following amounts in brokerage
commissions during the past three fiscal years.


    Fiscal Year ended          Fiscal year ended          Fiscal year ended
     August 31, 2000            August 31, 1999            August 31, 1998
     ---------------            ---------------            ---------------
        $2,045,711                 $1,608,937                 $1,039,337


          The Investment Manager, which is a member of the NASD and a broker-
dealer registered under the Securities Exchange Act of 1934, and certain other
Fund affiliates, may act as brokers to execute transactions for the Fund subject
to procedures set forth in Rule 17e-1 under the 1940 Act designed to ensure the
fairness of such transactions.  These procedures include making quarterly
reports to the Board of Trustees regarding such brokerage transactions.  As a
result, in order for such persons to effect any portfolio transactions for the
Fund on an exchange, the commissions, fees or other remuneration received must
be reasonable and fair compared to the commissions, fees or other remuneration
paid to other brokers in connection with comparable transactions involving
similar securities being purchased or sold on an exchange during a comparable
period of time.  This standard would allow the Investment Manager or other
affiliated brokers to receive no more than the remuneration which would be
expected to be received by an unaffiliated broker in an arm's length transaction
of a like size and nature.


          The following table shows the amounts of brokerage commissions paid by
the Fund to affiliated broker-dealers during the three most recently completed
fiscal periods.  The table also indicates the identity of such brokers and the
reasons for their affiliation, as well as the percentage of the Fund's total
dollar amount of commission-based transactions, and the percentage of the Fund's
total commissions paid, during the Fund's most recently completed fiscal year.


<TABLE>

                                                                      PERCENTAGE OF PERCENTAGE OF
                                                                      FUND'S TOTAL  AGGREGATE
                                                                      COMMISSIONS   DOLLAR AMOUNT
                         BROKERAGE COMMISSIONS PAID                   FOR FISCAL    FOR FISCAL                REASON FOR
                         FOR FISCAL YEAR ENDED:                       YEAR ENDED:   YEAR ENDED:   AFFILIATED  AFFILIATION
                         ------------------------------------------   -----------   -----------   ----------- ------------
<S>                      <C>                                          <C>           <C>           <C>         <C>
BROKER-DEALER            8/31/00        8/31/99        8/31/98        8/31/00       8/31/00

Albert Freid Co.         $215,159       $106,080       $43,266        10.54%        11.70%        Yes         Limited
 Partner of
 Investment
 Manager

Bear, Stearns            $121,741       $143,020       $70,571        5.95%         5.78%         Yes         Limited
Securities Corp.                                                                                              Partner of
 Investment
 Manager

Olstein & Associates,    $558,349       $428,626       $288,530       27.29%        28.06%        Yes         Manager and
L.P.                                                                                                          Principal
 Underwriter
 of Fund

</TABLE>

          The Investment Manager may from time to time provide investment
management services to individuals and other institutional clients, including
corporate pension plans, profit-sharing and other employee benefit trusts, and
other investment pools.  There may be occasions on which other investment
advisory clients advised by the Investment Manager may also invest in the same
securities as the Fund.  When these clients buy or sell the same securities at
substantially the same time, the Investment Manager may average the transactions
as to price and allocate the amount of available investments in a manner which
it believes to be equitable to each client, including the Fund.  On the other
hand, to the extent permitted by law, the Investment Manager may aggregate the
securities to be sold or purchased for the Fund with those to be sold or
purchased for other clients managed by it in order to obtain lower brokerage
commissions, if any.

          The Investment Manager is responsible for making the Fund's portfolio
decisions subject to the limitations described in the prospectus.  The Board of
Trustees may, however, impose limitations on the allocation of portfolio
brokerage.

                                 CAPITAL STOCK

          The beneficial interest in the Trust is divided into an unlimited
number of shares, with a par value of $0.001 per share.  The Board of Trustees
is empowered under the Trust's Agreement and Declaration of Trust to authorize
the division of shares into separate series and the division of series into
separate classes of shares without shareholder approval.  Pursuant to this
authority, the Board established and designated the Olstein Financial Alert Fund
series of shares, and further divided such series into Adviser Class and Class C
shares.

          When issued, all shares will be fully paid and nonassessable and will
be redeemable and freely transferable.  All shares have equal voting rights,
except that shares of each class have sole voting rights with respect to matters
that only affect the holders of that class, such as the right to vote on issues
associated with the Rule 12b-1 Plan for the class.  Shares can be issued as full
or fractional shares.  A fractional share has proportionally the same rights and
privileges as a full share.  The shares possess no preemptive or conversion
rights.  Each share may be freely retained or disposed of according to the
purchase and redemption requirements of the Fund.

          The assets of the Trust held with respect to each series shall be
charged with the liabilities of the Trust with respect to that series.  All
expenses, costs, charges and reserves attributable to the series, and any
general liabilities of the Trust which are not readily identifiable as being
held in respect of a series, shall be allocated and charged by the Trustees to
any one or more series as the Trustees deem fair and equitable.  Each allocation
of liabilities shall be binding on the shareholders of the series in absence of
manifest error.  Notwithstanding the foregoing, shares of separate classes of a
particular series may be subject to differing allocations of income to reflect
different expense levels that affect the individual class.  Such varying
expenses can include distribution or transfer agent expenses, but not investment
management fees.

          The Trustees have full discretion to determine which items shall be
treated as income and which items as capital in dividend or distribution
payments.

                               PURCHASE OF SHARES


          The shares of the Fund are continuously offered by the Distributor.
Orders will not be considered complete until receipt by Firstar Mutual Fund
Services, LLC and acceptance by the Distributor of a completed account
application form, and receipt of payment for the shares purchased.  Once the
completed account application and payment are received, orders will be confirmed
at the next determined net asset value for the particular class (based upon
valuation procedures described in the Prospectus) as of the close of business of
the business day on which the completed order is received.  Completed orders
received by the Fund after the close of the business day will be confirmed at
the next day's price.  Presented below is the computation of the offering price
for each class of shares of the Fund as of August 31, 2000, using the following
formula:  Total Assets - Total Liability/Outstanding Shares = Offering price.



          Class C Shares:  $474,328,930 - $8,677,101/27,767,527 Shares = $16.77
per share



          Adviser Class Shares:  $24,439,661 - $382,096/1,424,275 Shares =
$16.89 per share


PURCHASES BY TRANSFERRING OTHER SECURITIES
--------------------------------------------------------------------------------
If the Fund agrees, you may be permitted to purchase Fund shares by transferring
securities to the Fund.  The securities must

o meet the Fund's investment objectives and policies

o be acquired by the Fund for investment purposes

o be liquid securities which are not restricted as to transfer either by law or
  liquidity of market

o 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 New York Stock Exchange, or NASDAQ; and

o at the discretion of the Fund, the value of the security (except U.S.
  Government securities) being exchanged together with other securities of the
  same issuer owned by the Fund must not exceed 5% of the net assets of the
  Fund immediately after the transactions.

Securities transferred to the Fund will be valued according to the same
procedures used to determine the Fund's NAV.  All dividends, interests,
subscription, or other rights pertaining to the securities will become the
property of the Fund and must be delivered to the Fund by the investor upon
receipt from the issuer.  Investors who are permitted to transfer such
securities will be required to recognize all gains or losses on such transfers,
and pay taxes thereon, if applicable, measured by the difference between the
fair market value of the securities and the investors' basis in the securities.

                                  REDEMPTIONS

          Under normal circumstances investors may redeem shares at any time,
subject to any applicable contingent deferred sales charge ("CDSC").  Telephone
redemption privileges are available, upon written request, for amounts up to
$50,000.  The redemption price will be based upon the first net asset value per
share determined after receipt of the redemption request, less the amount of any
applicable CDSC, provided the redemption has been submitted in the manner
described in the prospectus.  The redemption price may be more or less than your
cost, depending upon the net asset value per share at the time of redemption.

          Payment for shares tendered for redemption is generally made by check
within seven days after tender in proper form, or earlier if required under
applicable law.  However, the Fund reserves the right to suspend the right of
redemption, or to postpone the date of payment upon redemption beyond seven days
for the following reasons:

          (1)  for any period during which the New York Stock Exchange (the
"NYSE") is closed, or trading on the NYSE is restricted by the SEC,

          (2)  for any period during which an emergency exists as determined by
the SEC as a result of which disposal of securities owned by the Fund is not
reasonably predictable or it is not reasonably practicable for the Fund to
fairly determine the value of its net assets, or

          (3)  for such other periods as the SEC may by order permit for the
protection of shareholders of the Fund.

          Pursuant to the Fund's Agreement and Declaration of Trust, payment for
shares redeemed may be made either in cash or in-kind, or partly in cash and
partly in-kind.  However, the Fund has elected, pursuant to Rule 18f-1 under the
1940 Act, to redeem its shares solely in cash up to the lesser of $250,000 or 1%
of the net assets of the Fund, during any 90-day period for any one shareholder.
Payments in excess of this limit will also be made wholly in cash unless the
Board of Trustees believes that economic conditions exist which would make such
a practice detrimental to the best interests of the Fund.  Any portfolio
securities paid or distributed in-kind would be valued as described under "Net
Asset Value" in the Prospectus.

          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.  When a
shareholder has requested redemption of all or a part of the shareholder's
investment, and when the Fund completes such redemption in-kind, the Fund will
not recognize gain or loss for federal tax purposes on the securities used to
complete the redemption.  However, the shareholder will recognize gain or loss
equal to the difference between the fair market value of the securities received
and the shareholder's basis in the Fund shares redeemed.

                                 DISTRIBUTIONS

Distributions of Net Investment Income.  The Fund receives income generally in
the form of dividends and interest on its investments.  This income, less
expenses incurred in the operation of the Fund, constitute its net investment
income from which dividends may be paid to you.  Any distributions by the Fund
from such income will be taxable to you as ordinary income, whether you take
them in cash or in additional shares.

Distributions of Capital Gains.  The Fund may derive capital gains and losses in
connection with sales or other dispositions of its portfolio securities.
Distributions derived from the excess of net short-term capital gain over net
long-term capital loss will be taxable to you as ordinary income.  Distributions
paid from long-term capital gains realized by the Fund will be taxable to you as
long-term capital gain, regardless of how long you have held your shares in the
Fund.  Any net short-term or long-term capital gains realized by the Fund (net
of any capital loss carryovers) generally will be distributed once each year,
and may be distributed more frequently, if necessary, in order to reduce or
eliminate federal excise or income taxes on the Fund.

Information on the Tax Character of Distributions.  The Fund will inform you of
the amount and character of your distributions at the time they are paid, and
will advise you of the tax status for federal income tax purposes of such
distributions shortly after the close of each calendar year.  If you have not
held Fund shares for a full year, you may have designated and distributed to you
as ordinary income or capital gain a percentage of income that is not equal to
the actual amount of such income earned during the period of your investment in
the Fund.

                                    TAXATION

Election to be Taxed as a Regulated Investment Company.  The Fund has elected to
be treated as a regulated investment company under Subchapter M of the Code, has
qualified as such for its most recent fiscal year, and intends to so qualify
during the current fiscal year.  As a regulated investment company, the Fund
generally pays no federal income tax on the income and gains it distributes to
you.  The Board reserves the right not to maintain the qualification of the Fund
as a regulated investment company if it determines such course of action to be
beneficial to you.  In such case, the Fund will be subject to federal, and
possibly state, corporate taxes on its taxable income and gains, and
distributions to you will be taxed as ordinary dividend income to the extent of
the Fund's available earnings and profits.

Excise Tax Distribution Requirements.  The Code requires the Fund to distribute
at least 98% of its taxable ordinary income earned during the calendar year and
98% of its capital gain net income earned during the twelve month period ending
October 31 (in addition to undistributed amounts from the prior year) to you by
December 31 of each year in order to avoid federal excise taxes.  The Fund
intends to declare and pay sufficient dividends in December (or in January that
are treated by you as received in December) but does not guarantee and can give
no assurances that its distributions will be sufficient to eliminate all such
taxes.

Redemption of Fund Shares.  Redemptions and exchanges of Fund shares are taxable
transactions for federal and state income tax purposes that cause you to
recognize a gain or loss.  If you hold your shares as a capital asset, the gain
or loss that you realize will be capital gain or loss.  Any loss incurred on the
redemption or exchange of shares held for six months or less will be treated as
a long-term capital loss to the extent of any long-term capital gains
distributed to you by the Fund on those shares.

All or a portion of any loss that you realize upon the redemption of your Fund
shares will be disallowed to the extent that you purchase other shares in the
Fund (through reinvestment of dividends or otherwise) within 30 days before or
after your share redemption.  Any loss disallowed under these rules will be
added to your tax basis in the new shares you purchase.

U.S. Government Obligations.  Many states grant tax-free status to dividends
paid to you from interest earned on direct obligations of the U.S. government,
subject in some states to minimum investment requirements that must be met by
the Fund.  Investments in GNMA/FNMA securities, bankers' acceptances, commercial
paper and repurchase agreements collateralized by U.S. government securities do
not generally qualify for tax-free treatment.  The rules on exclusion of this
income are different for corporations.

Dividends-Received Deduction for Corporations.  Distributions from the Fund will
generally qualify in part for the 70% dividends-received deduction for
corporations.  The portion of the dividends so qualified depends on the
aggregate taxable qualifying dividend income received by the Fund from domestic
(U.S.) sources.  The Fund will send to shareholders statements each year
advising the amount of the dividend income which qualifies for such treatment.
All dividends, including those which qualify for the dividends-received
deduction, must be included in your alternative minimum taxable income
calculation.

Investment in Complex Securities.  The Fund may invest in complex securities.
Such investments may be subject to numerous special and complicated tax rules.
These rules could affect whether gains and losses recognized by the Fund are
treated as ordinary income or capital gain and/or accelerate the recognition of
income to the Fund or defer the Fund's ability to recognize losses.  In turn,
these rules may affect the amount, timing or character of the income distributed
to you by the Fund.

                              GENERAL INFORMATION

INDEPENDENT AUDITOR
-------------------

          The Fund's independent auditors, Ernst & Young LLP, 111 East Kilbourn
Avenue, Milwaukee, WI, audit and report on the Fund's annual financial
statements, review certain regulatory reports and the Fund's federal income tax
returns, and perform other professional accounting, auditing, tax and advisory
services when engaged to do so by the Fund.  Shareholders will receive annual
audited financial statements and semi-annual unaudited financial statements.

CODE OF ETHICS
--------------


          The Fund and Olstein & Associates, L.P. ("Olstein"), the Fund's
investment manager and distributor, have adopted a Code of Ethics for certain
access persons of the Trust and Olstein, which includes the Trustees and certain
officers and employees of the Trust and Olstein.  The Code of Ethics is designed
to ensure that Fund insiders act in the interest of the Fund and its
shareholders with respect to any personal trading of securities.  Under the Code
of Ethics, access persons are prohibited from knowingly buying or selling
securities which are being purchased, sold or considered for purchase or sale by
the Fund.  The Code of Ethics contains even more stringent investment
restrictions and prohibitions for insiders who participate in the Fund's
investment decisions. The Code of Ethics also contains certain reporting
requirements and securities trading clearance procedures.  In addition, trading
by persons associated with Olstein is also governed by Olstein's Policy
Statement on Insider Trading.


                                  PERFORMANCE

CALCULATION OF PERFORMANCE DATA
-------------------------------

          Total return may be quoted in advertisements, shareholder reports or
other communications to shareholders.  Total return is the total of all income
and capital gains paid to shareholders, assuming reinvestment of all
distributions, plus (or minus) the change in the value of the original
investment, expressed as a percentage of the purchase price.  Occasionally, the
Fund may include its distribution rate in advertisements.  The distribution rate
is the amount of distributions per share made by the Fund over a 12-month period
divided by the current maximum offering price.

          SEC rules require the use of standardized performance quotations or,
alternatively, that every non-standardized performance quotation furnished by
the Fund be accompanied by certain standardized performance information computed
in the manner required by the SEC.  Total return quotations used by the Fund are
based on the standardized methods of computing performance mandated by the SEC.
An explanation of those and other methods used by the Fund to compute or express
performance follows.

          As the following formula indicates, the average annual total return is
determined by multiplying a hypothetical initial purchase order of $1,000 by the
average annual compound rate of return (including capital
appreciation/depreciation and dividends and distributions paid and reinvested)
for the stated period less any fees charged to all shareholder accounts and
annualizing the result.  The calculation assumes the maximum sales load is
deducted from the initial $1,000 purchase order and that all dividends and
distributions are reinvested at the public offering price on the reinvestment
dates during the period.  The quotation assumes the account was completely
redeemed at the end of each one, five or ten-year periods and assumes the
deduction of all applicable charges and fees.  According to the SEC formula:

                                 P(1+T)n = ERV

where:

          P     =   a hypothetical initial payment of $1,000;

          T     =   average annual total return;

          n     =   number of years; and

          ERV   =   ending redeemable value of a hypothetical $1,000 payment
                    made at the beginning of the one, five or ten-year periods,
                    determined at the end of the one, five or ten-year periods
                    (or a fractional portion thereof).

The return information for the Class C shares of the Fund is shown in the table
below:


                                                              without  with the
                                                             the CDSC    CDSC
                                                             --------  --------
Annual Return for the Fiscal Year ended 8/31/00                24.64%    22.14%
Annual Total Return for the Period from 9/21/95 - 8/31/00      25.34%    25.34%
Aggregate Total Return for the Period from 9/21/95 - 8/31/00  205.96%   205.96%



The Annual return for the fiscal year ended August 31, 2000 for the Adviser
Class shares was 25.17%.


          Regardless of the method used, past performance is not necessarily
indicative of future results, but is an indication of the return to shareholders
only for the limited historical period used.

COMPARISONS AND ADVERTISEMENTS
------------------------------

          To help investors better evaluate how an investment in a Fund might
satisfy their investment objective, advertisements, sales literature and other
shareholder communications regarding a Fund may discuss yield or total return
for such Fund as reported by various financial publications.  Advertisements,
sales literature and shareholder communications may also compare yield or total
return to yield or total return as reported by other investments, indices, and
averages.  The following publications, indices, and averages may be used:

Barron's
Business Week
CDA Investment Technologies, Inc.
Kiplinger's Personal Finance
Consumer Digest
Financial World
Forbes
Fortune
Investment Company Data, Inc.
Investor's Daily
Lipper Mutual Fund Performance
Analysis
Lipper Mutual Fund Indices
Money
Morningstar, Inc.
Mutual Fund Values
Nasdaq Indexes
Personal Investor
Personal Investing News
Russell 2000 Index
Russell 2000 Value and Growth Indexes
S&P 500 Composite Stock Price Index
S&P SmallCap 600 Index
S&P MidCap 400 Index
S&P/Barra Growth & Value Indexes
Success
The New York Times
U.S. News and World Report
USA Today
Wall Street Journal
Wiesenberger Investment Companies Services
Wilshire Medium & Small Cap Indexes

          Along with performance advertisements, the Fund may also  present its
investments, as of a current date, in the form of the "Schedule of Investments"
included in the Semi-Annual and Annual Reports to the shareholders of the Trust

                              FINANCIAL STATEMENTS


          The financial statements and financial highlights of the Fund for the
fiscal year ended August 31, 2000 which appear in the Fund's Annual Report to
Shareholders and the report thereon by Ernst & Young LLP, the Fund's independent
auditors, also appearing therein, are incorporated by reference into this
Statement of Additional Information.  The Annual Report may be obtained, without
charge, by writing or calling the Fund's Distributor at the address or number
listed on the cover page of this Statement of Additional Information.


                               THE OLSTEIN FUNDS
                                     PART C
                               OTHER INFORMATION

ITEM 23.  EXHIBITS

          (a)  Governing Documents.

               (1)  Registrant's Agreement and Declaration of Trust effective
                    March 31, 1995.
                    Incorporated herein by reference to:
                    -----------------------------------
                    Filing:    Post-Effective Amendment No. 1/2 to Registrant's
                               Registration Statement on Form N-1A.
                    Filing Date:   March 29, 1996

               (2)  Registrant's Certificate of Trust dated March 31, 1995 as
                    filed in Delaware on April 3, 1995 is electronically filed
                    herewith as Exhibit No. EX-99.a.2.

          (b)  Registrant's Amended By-laws.
               Incorporated herein by reference to:
               -----------------------------------
               Filing:        Post-Effective Amendment No. 1/2 to Registrant's
                              Registration Statement on Form N-1A.
               Filing Date:   March 29, 1996

          (c)  Instruments Defining Rights of Security Holders.

               See Article III, "Shares" and Article V "Shareholders' Voting
               Powers and Meetings" of the Registrant's Agreement and
               Declaration of Trust.

               See also, Article II "Meetings of Shareholders", Article VI,
               "Indemnification and Insurance," and Article VII, Section 6
               "Registered Shareholders" of the Registrant's By-laws.

          (d)  Investment Management Agreement between Registrant and Olstein &
               Associates, L.P. dated August 18, 1995.
               Incorporated herein by reference to:
               -----------------------------------
               Filing:        Post-Effective Amendment No. 1/2 to Registrant's
                              Registration Statement on Form N-1A.
               Filing Date:   March 29, 1996

          (e)  Underwriting Contracts.

               (1)  Form of Amended and Restated Distribution Agreement between
                    the Registrant and Olstein & Associates, L.P.
                    Incorporated herein by reference to:
                    -----------------------------------
                    Filing:   Post-Effective Amendment No. 6/7 to Registrant's
                              Registration Statement on Form N-1A.
                    Filing Date:   November 2, 1998

               (2)  Mutual Fund Dealer Agreement between Olstein & Associates,
                    L.P. and Smith Barney Inc. dated September 21, 1995.
                    Incorporated herein by reference to:
                    -----------------------------------
                    Filing:   Post-Effective Amendment No. 1/2 to Registrant's
                              Registration Statement on Form N-1A.
                    Filing Date:   March 29, 1996

               (3)  Form of Selling Dealer Agreement between Olstein &
                    Associates, L.P. and Selected Dealers.
                    Incorporated herein by reference to:
                    -----------------------------------
                    Filing:   Post-Effective Amendment No. 1/2 to Registrant's
                              Registration Statement on Form N-1A.
                    Filing Date:   March 29, 1996

               (4)  Selling Dealer Agreement between Olstein & Associates, L.P.
                    and Bear, Stearns Securities Corp. dated November 30, 1995.
                    Incorporated herein by reference to:
                    -----------------------------------
                    Filing:   Post-Effective Amendment No. 1/2 to Registrant's
                              Registration Statement on Form N-1A.
                    Filing Date:   March 29, 1996

          (f)  Bonus or Profit Sharing Contracts.
               Not Applicable.

          (g)  Custodian Agreements.

               (1)  (A)  Custodian Servicing Agreement between the Registrant
                         and Firstar Bank Milwaukee, N.A. dated as of February
                         2, 1998.
                         Incorporated herein by reference to:
                         -----------------------------------
                         Filing:   Post-Effective Amendment No. 5/6 to
                                   Registrant's Registration Statement on Form
                                   N-1A.
                         Filing Date:   March 3, 1998

                    (B)  Form of Addendum to Custodian Servicing Agreement
                         between the Registrant and Firstar Bank Milwaukee, N.A.
                         Incorporated herein by reference to:
                         -----------------------------------
                         Filing:   Post-Effective Amendment No. 6/7 to
                                   Registrant's Registration Statement on Form
                                   N-1A.
                         Filing Date:     November 2, 1998

               (2)  (A)  Form of Special Custody Account Agreement between the
                         Registrant, Firstar Bank Milwaukee, N.A. and Bear,
                         Stearns Securities Corp.
                         Incorporated herein by reference to:
                         -----------------------------------
                         Filing:   Post-Effective Amendment No. 5/6 to
                                   Registrant's Registration Statement on Form
                                   N-1A.
                         Filing Date:     March 3, 1998

                    (B)  Form of Addendum to Special Custody Account Agreement
                         between the Registrant, Firstar Bank Milwaukee, N.A.
                         and Bear, Stearns Securities Corp.
                         Incorporated herein by reference to:
                         -----------------------------------
                         Filing:   Post-Effective Amendment No. 6/7 to
                                   Registrant's Registration Statement on Form
                                   N-1A.
                         Filing Date:     November 2, 1998

          (h)  Other Material Contracts.

               (1)  (A)  Fund Administration Servicing Agreement between the
                         Registrant and Firstar Mutual Fund Services, LLC dated
                         February 2, 1998.
                         Incorporated herein by reference to:
                         -----------------------------------
                         Filing:   Post-Effective Amendment No. 5/6 to
                                   Registrant's Registration Statement on Form
                                   N-1A.
                         Filing Date:   March 3, 1998

                    (B)  Form of Addendum to Firstar Servicing Agreements
                         between the Registrant and Firstar Mutual Fund
                         Services, LLC.
                         Incorporated herein by reference to:
                         -----------------------------------
                         Filing:   Post-Effective Amendment No. 6/7 to
                                   Registrant's Registration Statement on Form
                                   N-1A.
                         Filing Date:     November 2, 1998

               (2)  (A)  Fund Accounting Services Agreement between the
                         Registrant and Firstar Mutual Fund Services, LLC dated
                         February 2, 1998.
                         Incorporated herein by reference to:
                         -----------------------------------
                         Filing:   Post-Effective Amendment No. 5/6 to
                                   Registrant's Registration Statement on Form
                                   N-1A.
                         Filing Date:   March 3, 1998

                    (B)  Form of Addendum to Firstar Servicing Agreements
                         between the Registrant and Firstar Mutual Fund
                         Services, LLC.
                         Incorporated herein by reference to:
                         -----------------------------------
                         Filing:   Post-Effective Amendment No. 6/7 to
                                   Registrant's Registration Statement on Form
                                   N-1A.
                         Filing Date:     November 2, 1998

               (3)  (A)  Transfer Agent Servicing Agreement between the
                         Registrant and Firstar Mutual Fund Services, LLC dated
                         March 2, 1998.
                         Incorporated herein by reference to:
                         -----------------------------------
                         Filing:   Post-Effective Amendment No. 5/6 to
                                   Registrant's Registration Statement on Form
                                   N-1A.
                         Filing Date:   March 3, 1998

                    (B)  Form of Addendum to Firstar Servicing Agreements
                         between the Registrant and Firstar Mutual Fund
                         Services, LLC.
                         Incorporated herein by reference to:
                         -----------------------------------
                         Filing:   Post-Effective Amendment No. 6/7 to
                                   Registrant's Registration Statement on Form
                                   N-1A.
                         Filing Date:     November 2, 1998
          (i)  Legal Opinion.
               Incorporated herein by reference to:
               -----------------------------------
               Filing:   Post Effective Amendment No. 5/6 to Registrant's
                         Registration Statement on Form N-1A.
               Filing Date:   March 3, 1998

          (j)  Other Opinions.

               (1)  Consent of Independent Auditors is electronically filed
                    herewith as Exhibit 99.j.1.

               (2)  Trustees Power of Attorney.
                    Incorporated herein by reference to:
                    -----------------------------------
                    Filing:   Post Effective Amendment No. 1/2 to Registrant's
                              Registration Statement on Form N-1A.
                    Filing Date:   March 29, 1996

          (k)  Omitted Financial Statements.
               Not Applicable.

          (l)  Letter of Understanding Relating to Initial Capital.
               Incorporated herein by reference to:
               -----------------------------------
               Filing:   Post-Effective Amendment No. 1/2 to Registrant's
                         Registration Statement on Form N-1A.
               Filing Date:   March 29, 1996

          (m)  Rule 12b-1 Plan.

               (1)  Distribution Plan Pursuant to Rule 12b-1 under the
                    Investment Company Act of 1940 for The Olstein Financial
                    Alert Fund Class C effective as of August 18, 1995.
                    Incorporated herein by reference to:
                    -----------------------------------
                    Filing:   Post-Effective Amendment No. 1/2 to Registrant's
                              Registration Statement on Form N-1A.
                    Filing Date:   March 29, 1996

               (2)  Form of Distribution Plan Pursuant to Rule 12b-1 under the
                    Investment Company Act of 1940 for The Olstein Financial
                    Alert Fund Adviser Class.
                    Incorporated herein by reference to:
                    -----------------------------------
                    Filing:   Post-Effective Amendment No. 7/8 to Registrant's
                              Registration Statement on Form N-1A.
                    Filing Date:    June 22, 1999

          (n)  Form of Multiple Class Plan of the Registrant
               Incorporated herein by reference to:
               -----------------------------------
               Filing:   Post-Effective Amendment No. 7/8 to Registrant's
                         Registration Statement on Form N-1A.
               Filing Date:   June 22, 1999

          (p)  Code of Ethics.

               (1)  Joint Code of Ethics of Registrant and Olstein & Associates,
                    L.P. is electronically filed herewith as Exhibit No. EX-
                    99.p.1.

ITEM 24.  PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH THE REGISTRANT
          None.

ITEM 25.  INDEMNIFICATION

          Under the terms of the Delaware Business Trust Act and the
Registrant's Agreement and Declaration of Trust ("Declaration of Trust") and By-
Laws, no officer or trustee of the Fund shall have any liability to the Fund or
its shareholders for damages, except to the extent such limitation of liability
is precluded by Delaware law, the Declaration of Trust or the By-Laws.

          Subject to the standards and restrictions set forth in the Declaration
of Trust, the Delaware Business Trust Act, Section 3817, permits a business
trust to indemnify any trustee, beneficial owner or other person from and
against any claims and demands whatsoever.  Section 3803 protects a Trustee,
when acting in such capacity, from liability to any person other than the
business trust or beneficial owner for any act, omission or obligation of the
business trust or any trustee thereof, except as otherwise provided in the
Declaration of Trust.

          The Declaration of Trust provides that the Trustees shall not be
liable for any neglect or wrong-doing of any officer, agent, employee, manager
or underwriter of the Fund, nor shall any Trustee be responsible for the act or
omission of any other Trustee.  Subject to the provisions of the By-Laws, the
Fund may indemnify to the fullest extent each Trustee and officer of the Fund
acting in such capacity, except that no provision in the Declaration of Trust
shall be effective to protect or purport to protect and indemnify any Trustee or
officer of the Fund from or against any liability to the Fund or any shareholder
to which he would otherwise be subject by reason of willful misfeasance, bad
faith, gross negligence or reckless disregard of the duties involved in the
conduct of his office.

          The By-Laws provide indemnification for each Trustee and officer who
is a party or is threatened to be made a party to any proceeding, by reason of
service in such capacity, to the fullest extent, if it is determined that the
Trustee or officer acted in good faith and reasonably believed: (a) in the case
of conduct in his official capacity as an agent of the Fund, that his conduct
was in the Fund's best interests and (b) in all other cases, that his conduct
was at least not opposed to the Fund's best interests and (c) in the case of a
criminal proceeding, that he had no reasonable cause to believe the conduct of
that person was unlawful.  However, there shall be no indemnification for any
liability arising by reason of willful misfeasance, bad faith, gross negligence
or the reckless disregard of the duties involved in the conduct of the Trustee's
or officer's office.  Further, no indemnification shall be made:

          (a)  In respect of any proceeding as to which any Trustee or officer
               of the Fund shall have been adjudged to be liable on the basis
               that personal benefit was improperly received by him, whether or
               not the benefit resulted from an action taken in the person's
               official capacity;

          (b)  In respect of any proceeding as to which any Trustee or officer
               of the Fund shall have been adjudged to be liable in the
               performance of that person's duty to the Fund, unless and only to
               the extent that the court in which that action was brought shall
               determine upon application that in view of all the relevant
               circumstances of the case, that person is fairly and reasonably
               entitled to indemnity for the expenses which the court shall
               determine; however, in such case, indemnification with respect to
               any proceeding by or in the right of the Fund or in which
               liability shall have been adjudged by reason of the disabling
               conduct set forth in the preceding paragraph shall be limited to
               expenses; or

          (c)  Of amounts paid in settling or otherwise disposing of a
               proceeding, with or without court approval, or of expenses
               incurred in defending a proceeding which is settled or otherwise
               disposed of without court approval, unless the required court
               approval set forth in the By-Laws is obtained.

          In any event, the Fund shall indemnify each officer and Trustee
against reasonable expenses incurred in connection with the successful defense
of any proceeding to which each such officer or Trustee is a party by reason of
service in such capacity, provided that the Board of Trustees, including a
majority who are disinterested, non-party trustees, also determines that such
officer or Trustee was not liable by reason of willful misfeasance, bad faith,
gross negligence or reckless disregard of his or her duties of office.  The Fund
shall advance to each officer and Trustee who is made a party to a proceeding by
reason of service in such capacity the expenses incurred by such person in
connection therewith, if (a) the officer or Trustee affirms in writing that his
good faith belief that he has met the standard of conduct necessary for
indemnification, and gives a written undertaking to repay the amount of advance
if it is ultimately determined that he has not met those requirements, and (b) a
determination that the facts then known to those making the determination would
not preclude indemnification.

          The Trustees and officers of the Fund are entitled and empowered under
the Declaration of Trust and By-Laws, to the fullest extent permitted by law, to
purchase errors and omissions liability insurance with assets of the Fund,
whether or not the Fund would have the power to indemnify him against such
liability under the Declaration of Trust or By-Laws.

          Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to Trustees, officers, the underwriter
or control persons of the Registrant pursuant to the foregoing provisions, the
Registrant has been informed that, in the opinion of the Securities and Exchange
Commission, such indemnification is against public policy as expressed in that
Act and is, therefore, unenforceable.

ITEM 26.  BUSINESS AND OTHER CONNECTIONS OF THE INVESTMENT MANAGER

          In addition to acting as the investment manager and principal
underwriter for the Fund, Olstein & Associates, L.P. provides brokerage services
and related investment advice to institutional and individual investors.

ITEM 27.  PRINCIPAL UNDERWRITER

          (a)  Olstein does not act as principal underwriter for any other
               investment companies, but acts as the investment adviser for the
               Fund.

          (b)  The tables below set forth certain information as to the
               Distributor's Directors, Officers, Partners and Control Persons:

               Olstein, Inc. is the General Partner of Olstein.  The following
               is a list of the individuals who hold positions either with
               Olstein, Inc. or are limited partners of Olstein.

                                                              POSITIONS AND
                                                              -------------
                                 POSITIONS AND OFFICES       OFFICES WITH THE
                                 ---------------------       ----------------
  NAME AND BUSINESS ADDRESS         WITH UNDERWRITER            REGISTRANT
  -------------------------         ----------------            ----------
Robert A. Olstein             President of Olstein, Inc.,      Chairman and
4 Manhattanville Road          Limited Partner of Olstein       President
Purchase, New York 10577

Erik K. Olstein                 Olstein Vice President -    Trustee, Secretary
4 Manhattanville Road                    Sales                and Assistant
Purchase, New York 10577                                        Treasurer

Michael Luper                                                Chief Accounting
4 Manhattanville Road          Olstein, Financeesident -   Officer and Treasurer
Purchase, New York 10577

Olstein, Inc.                       General Partner                None
4 Manhattanville Road
Purchase, New York 10577

Cash Asmussen                       Limited Partner                None
P.O. Box 1861
Laredo, TX  78044-1861

Nick Awad                           Limited Partner                None
144 East 44th Street
New York, NY  10017

Dr. Lewis Bobroff                   Limited Partner                None
4 Catherine Court
Suffern, NY  10901-3104

Harry & Roberta Boltin              Limited Partner                None
6 Laveta Place
Nyack, NY  10960-1604

James Calabrese                     Limited Partner                None
13 Hendrie Lane
Riverside, CT  06878-1810

Catherine Corless                   Limited Partner                None
44 Halley Drive
Pomona, NY  10970-2003

Patrick Donaghy                     Limited Partner                None
15 East 26th Street
New York, NY  10010-1501

Anita Fleishman                     Limited Partner                None
11 West 69th Street
New York, NY  10023

Albert Fried & Co.                  Limited Partner                None
40 Exchange Place
New York, NY  10005-2701

Neil Klarfeld                       Limited Partner              Trustee
29 Tamarack Lane
Pomona, NY  10970-2006

Dr. David Langerman                 Limited Partner                None
2 Perth Court
West Nyack, NY  10994-1307

Douglas & Diane LeGrande            Limited Partner                None
97 Birch Hill Road
Weston, CT  06883-1735

Rochelle Nechin                     Limited Partner                None
128 Prospect Avenue
Douglaston, NY  11363-1338

Joan Olstein                        Limited Partner                None
115-7 Hilltop Road
Kinnelon, NJ  07405

Judith Pomerantz                    Limited Partner                None
2 White Pine Drive
Sterlington, NY  10974

Marilyn Portnoy                     Limited Partner                None
7 White Birch Drive
Pomona, NY  10970-3403

Dr. Gary Roebuck                    Limited Partner                None
43 Halley Drive
Pomona, NY  10970-2001

Marie Romano                        Limited Partner                None
447 Windham Court North
Wyckoff, NJ  07481-3472

John Vazzana                        Limited Partner                None
40 Exchange Place
New York, NY  10005-2701

Edwin & Harilyn Zimmerman           Limited Partner                None
13652 Rivoli Drive
Palm Beach Gardens, FL  33410

          (c)     Not applicable.

ITEM 28.  LOCATION OF ACCOUNTS AND RECORDS

          Each account, book or other document required to be maintained by
Section 31(a) of the Investment Company Act of 1940 (the "1940 Act") and Rules
(17 CFR 270-31a-1 to 31a-3) promulgated thereunder, is maintained by the
Registrant at 4 Manhattanville Road, Purchase, NY 10577, except for those
maintained by the Registrant's custodian Firstar Bank, N.A., 425 Walnut Street,
Cincinnati, Ohio  45202 and the Registrant's Administrator, Transfer,
Redemption, Dividend Disbursing and Accounting Agent, Firstar Mutual Fund
Services, LLC, 615 East Michigan Street, Milwaukee, Wisconsin 53202.

ITEM 29.  MANAGEMENT SERVICES

          There are no management related service contracts not discussed in
Part A or Part B.

ITEM 30.  UNDERTAKINGS

          Not Applicable.

                                   SIGNATURES

          Pursuant to the requirements of the Securities Act of 1933 (the "1933
Act") and the Investment Company Act of 1940, the Registrant certifies that it
meets all of the requirements for effectiveness of this Registration Statement
pursuant to Rule 485(b) under the 1933 Act and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, duly authorized in the
City of Purchase, and State of New York, on the 27th day of December, 2000.

                              THE OLSTEIN FUNDS


                              By: /s/ Robert A. Olstein
                                  ---------------------
                                  Robert A. Olstein,
                                  Chairman and President

          Pursuant to the requirements of the 1933 Act, this Registration
Statement has been signed below on by the following persons in the capacities
and on the dates indicated:

     Signature                            Title                   Date
     ---------                            -----                   ----

/s/ Robert A. Olstein                  Chairman and            December 27, 2000
--------------------------
Robert A. Olstein                      President

/s/ Erik K. Olstein                    Trustee and             December 27, 2000
--------------------------
Erik K. Olstein                        Secretary

/s/ Michael Luper                      Chief Accounting        December 27, 2000
--------------------------
Michael Luper                          Officer and Treasurer

/s/ Neil C. Klarfeld                   Trustee                 December 27, 2000
--------------------------
Neil C. Klarfeld*<F4>

/s/ Fred W. Lange                      Trustee                 December 27, 2000
--------------------------
Fred W. Lange*<F4>

/s/ John Lohr                          Trustee                 December 27, 2000
--------------------------
John R. Lohr*<F4>

/s/ D. Michael Murray                  Trustee                 December 27, 2000
--------------------------
D. Michael Murray*<F4>

/s/ Lawrence K. Wein                   Trustee                 December 27, 2000
--------------------------
Lawrence K. Wein*<F4>

  *<F4> By:  /s/ Robert A. Olstein
            --------------------------
            Robert A. Olstein, Attorney-in-Fact
            (Pursuant to Power of Attorney)

                                 EXHIBITS INDEX

                             EXHIBITS                                EXHIBIT NO.

Certificate of Trust dated March 31, 1995                             EX-99.a.2

Consent of Independent Auditors                                       EX-99.j.1

Joint Code of Ethics of Registrant and Olstein & Associates, L.P.     EX-99.p.1


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