WINTHROP OPPORTUNITY FUNDS, 497, 1996-08-23

WINTHROP OPPORTUNITY FUNDS
497, 1996-08-23

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                          WINTHROP OPPORTUNITY FUNDS

     WINTHROP DEVELOPING MARKETS FUND AND WINTHROP INTERNATIONAL EQUITY
     FUND (THE "FUNDS")

                     SUPPLEMENT DATED AUGUST 26, 1996 TO
       PROSPECTUS DATED FEBRUARY 28, 1996 AS SUPPLEMENTED APRIL 8, 1996

     Effective as of August 26, 1996, Robert de Guigne has assumed the
     day-to-day investment responsibilities for the Winthrop Developing
     Markets Fund.  Mr. de Guigne is an employee of the Funds'
     Subadviser, AXA Asset Management Partenaires (the "Subadviser"),
     and joined the Subadviser's parent AXA Asset Management ("AXA") in
     April 1996 as Senior Portfolio Manager of emerging markets funds. 
     Prior to his association with AXA, Mr. de Guigne was a portfolio
     manager with State Street Bank in Paris.