As filed with the Securities and Exchange Commission on December 23, 1996
Registration No. 33-92982
Registration No. 811-9054
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Pre-Effective Amendment No. ___
Post-Effective Amendment No. 3 X
and/or
REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940
Amendment No. 3 X
(Check appropriate box or boxes)
WINTHROP OPPORTUNITY FUNDS
(Exact name of registrant as specified in charter)
277 Park Avenue
New York, New York 10172
(Address of Principal Executive Offices)
(212) 892-4000
(Registrant's Telephone Number, Including Area Code)
Brian A. Kammerer
277 Park Avenue
24th Floor
New York, New York 10172
(Name and Address of Agent for Service)
Copy to:
Philip H. Harris, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
919 Third Avenue
New York, New York 10022
It is proposed that this filing will become effective (check
appropriate box)
[ ] Immediately upon filing pursuant to paragraph (b)
[ x ] on January 24, 1997 pursuant to paragraph (b), or
[ ] 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), or
[ ] on (date) pursuant to paragraph (a)(2) of Rule 485
[ x ] this post-effective amendment designates a new
effective date for a previously filed post-effective
amendment
PART A FOR THE WINTHROP MUNICIPAL MONEY FUND AND WINTHROP U.S.
GOVERNMENT MONEY FUND
N-1A Items 1-9 are incorporated by reference to Post-Effective
Amendment No. 2 to N-1A Registration Statement No. 811-9054, as
filed with the Commission on October 11, 1996.
PART B FOR THE WINTHROP MUNICIPAL MONEY FUND AND WINTHROP U.S.
GOVERNMENT MONEY FUND
N-1A Items 10-23 are incorporated by reference to Post-Effective
Amendment No. 2 to N-1A Registration Statement No. 811-9054, as
filed with the Commission on October 11, 1996.
PART C FOR THE WINTHROP MUNICIPAL MONEY FUND AND WINTHROP U.S.
GOVERNMENT MONEY FUND
N-1A Items 24-32 are incorporated by reference to Post-Effective
Amendment No. 2 to N-1A Registration Statement No. 811-9054, as
filed with the Commission on October 11, 1996.
SIGNATURES
The Registrant certifies that this Post-Effective
Amendment No. 3 to the Registration Statement meets all the
requirements for effectiveness under Rule 485(b) of the
Securities Act of 1933 and that no material event requiring
disclosure in the prospectus, other than as stated herein, has
occurred since October 11, 1996 (the filing date of Post-
Effective Amendment No. 2). Pursuant to the requirements of the
Securities Act of 1933 and the Investment Company Act of 1940,
the Registrant has duly caused this Amendment No. 3 to the
Registration Statement to be signed on its behalf by the
undersigned, thereto duly authorized, in the City of New York and
the State of New York on the 23rd day of December, 1996.
Winthrop Opportunity Funds
By:/s/ G. Moffett Cochran
Name: G. Moffett Cochran
Title: President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose name
appears below constitutes and appoints G. Moffett Cochran his
true and lawful attorney-in-fact and agent with full power of
substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this
Registration Statement and to file the same, with all exhibits
thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-
in-fact and sent full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and
about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all
that said attorney-in-fact and agent or his substitutes, may
lawfully do or cause to be done by virtue hereof.
This Power of Attorney may be executed in multiple
counterparts, each of which shall be deemed and original, but
which taken together shall constitute one instrument.
Pursuant to the requirements of the Securities Act of 1933,
the Registration Statement has been signed below by the following
persons in the capacities and on the date included:
Signature Title Date
/s/ G. Moffett Cochran
_________________________ Trustee and President December 23, 1996
G. Moffett Cochran
/s/ Martin Jaffe
_________________________ Trustee and Vice President, December 23, 1996
Martin Jaffe Secretary and Treasurer
/s/ Robert E. Fisher
_________________________ Trustee December 23, 1996
Robert E. Fisher
/s/ Wilmot H. Kidd III
_________________________ Trustee December 23, 1996
Wilmot H. Kidd III
/s/ John W. Waller III
_________________________ Trustee December 23, 1996
John W. Waller III
