NEW ENGLAND FUNDS

    Supplement dated November 17, 1997 to the New England Stock Funds
Prospectus for Class A, B and C shares dated May 1, 1997 (as supplemented
August 1, 1997); the New England Bond Funds Prospectus for Class A, B and
C shares dated May 1, 1997 (as supplemented May 28 and July 28, 1997); the
New England Star Funds Prospectus for Class A, B and C shares dated May 1,
 1997 (as supplemented June 30 and July 28, 1997); the New England Stock
   Funds Prospectus for Class Y shares dated September 1, 1997; the New
England Bond Funds Prospectus for Class Y shares dated September 1, 1997;
the New England Equity Income Fund Prospectus for Class A, B and C shares
 dated September 1, 1997; the New England Intermediate Term Tax Free Fund
  of California/New England Intermediate Term Tax Free Fund of New York
    Prospectus and the New England Massachusetts Tax Free Income Fund
Prospectus, each dated May 1, 1997; and the New England Money Market Funds
                    Prospectus dated September 1, 1997

FOR ALL FUNDS:
         Effective January 1, 1998, New England Funds Service Corporation, 399
         Boylston Street, Boston, MA 02116, a wholly-owned subsidiary of NEF
         Corporation, replaces New England Funds, L.P. as the Funds' transfer
         agent.

         The Funds have received the exemptive order referenced in the Fund
         Management section of each prospectus. See the prospectus for further
         details.

FOR ALL PROSPECTUSES EXCEPT CLASS Y STOCK FUNDS, CLASS Y BOND FUNDS AND MONEY
MARKET FUNDS:
         Please refer to the single asterisk footnote following the table in the
         section entitled "Buying Fund Shares -- Sales Charges -- Class A
         Shares." Effective November 15, 1997, except in the case of New England
         Adjustable Rate U.S. Government Fund, the Distributor may, at its
         discretion, pay investment dealers who initiate and are responsible for
         purchases of Class A shares of the Funds of $1,000,000 or more, except
         for investments by Retirement Plans, a commission of up to 1% on the
         first $3 million invested and 0.50% on the excess over $3 million. In
         the case of New England Adjustable Rate U.S. Government Fund, the
         Distributor may pay a commission to dealers on such sales as set forth
         in the Fund's prospectus.

         The name of New England Funds' automated 24-hour telephone service
         system has been changed from Tele#Facts to New England Funds Personal
         Access Line(TM).

FOR CLASS Y STOCK AND BOND FUNDS ONLY:
In the "Additional Facts About the Funds" section in the Stock and Bond Funds
prospectuses, the last sentence of the third and fourth paragraphs,
respectively, is revised to read as follows:

         No Rule 12b-1 plan applies to the Class Y shares of any Fund; however,
         the Class Y shares of the Money Market Funds may pay an annual service
         fee of up to 0.25%.

FOR CLASS A, B AND C STOCK AND BOND FUNDS ONLY:
In the "Additional Facts About the Funds" section, the second, third and fourth
sentences of the fifth and seventh bullets in the Stock and Bond Funds
prospectuses, respectively, are revised to read as follows:

         Class Y shares are identical to Class A, Class B and Class C shares.
         Except for an annual service fee of up to 0.25% for the Class Y shares
         of the Money Market Funds, Class Y shares have no sales charge or CDSC,
         bear no Rule 12b-1 fees and have separate voting rights in certain
         circumstances. Class Y may bear its own transfer agency and prospectus
         printing costs and, if so, will not bear any portion of those costs
         relating to other classes of shares.

FOR CLASS A, B AND C STOCK FUNDS ONLY:
In the section entitiled "The Funds' Expenses" beginning on page 34, the second
paragraph is supplemented as follows:

         Effective June 1, 1997, the Class A service fee for all Funds,
         including the Growth Opportunities Fund, is payable only to reimburse
         the Distributor for amounts it pays or expends in connection with the
         provision of personal services to investors and/or the maintenance of
         shareholder accounts.

FOR CLASS A, B AND C BOND FUNDS ONLY:
In the section entitled "The Funds' Expenses" beginning on page 45, the fourth
paragraph is supplemented as follows:

         Effective June 1, 1997, the Class A service fee for all Funds,
         including the High Income Fund, is payable only to reimburse the
         Distributor for amounts it pays or expends in connection with the
         provision of personal services to investors and/or the maintenance of
         shareholder accounts, and may be used to reimburse such expenses
         incurred by the Funds' former distributor (an affiliate of the
         Distributor) in prior years.

FOR NEW ENGLAND STAR ADVISERS FUND ONLY:
In the July 28, 1997 supplement to the Fund's Prospectus, the first five
paragraphs are replaced with the following text:

         On July 25, 1997, Harris Associates L.P. ("Harris Associates")
         succeeded Berger Associates, Inc. as subadviser to one segment of the
         Fund's portfolio. Effective October 17, 1997, NEFM pays Harris
         Associates a subadvisory fee at the annual rate of 0.65% of the first
         $50 million of the average daily net assets of the segment of the Fund
         managed by Harris Associates, 0.60% of the next $50 million of such
         assets and 0.55% of such assets in excess of $100 million, and NEFM
         pays each of Founders and Loomis Sayles a subadvisory fee at the annual
         rate of 0.55% of the first $50 million of the average daily net assets
         of the segment of the Fund managed by such subadviser, 0.50% of the
         next $200 million of such assets, and 0.475% of such assets in excess
         of $250 million. Effective May 9, 1997, the Fund pays NEFM a management
         fee at the annual rate of 1.05% of the first $1 billion of the Fund's
         average daily net assets and 1.00% of such assets in excess of $1
         billion.

         Robert Sanborn, CFA, Partner and Portfolio Manager of Harris
         Associates, is the portfolio manager of the segment of the Fund managed
         by Harris Associates. Mr. Sanborn has 14 years of investment
         experience, and joined Harris Associates as a Portfolio Manager and
         Analyst in 1988.

FOR NEW ENGLAND MASSACHUSETTS TAX FREE INCOME FUND ONLY:
On page 12, the fourth sentence in the second paragraph of the Fund Management
section is revised to read as follows:

         Formed in 1986, Back Bay Advisors now manages 14 mutual fund portfolios
         and over $7 billion of securities.

In the section entitled "The Fund's Expenses" beginning on page 24, the third
sentence of the second paragraph is replaced with the following:

         Effective June 1, 1997, the Class A service fee is payable only to
         reimburse the Distributor for amounts it pays or expends in connection
         with the provision of personal services to investors. To the extent
         that the Distributor's reimbursable expenses in any year exceed the
         maximum amount payable under the plan for that year, such expenses may
         be carried forward for reimbursement in future years in which the plan
         remains in effect.

FOR NEW ENGLAND STAR SMALL CAP FUND ONLY:

         The acquisition of the Robertson Stephens group of companies by
         BankAmerica Corporation was completed on September 30, 1997.
         Accordingly, Robertson, Stephens & Company Investment Management, L.P.
         is now a wholly-owned indirect subsidiary of BankAmerica Corporation.