NEW ENGLAND MASSACHUSETTS TAX FREE INCOME FUND

       Supplement dated September 1, 1996 to Prospectus dated May 1, 1996

Effective September 1, 1996, until further notice to New England Massachusetts
Tax Free Income Fund (the "Fund"), New England Funds Management, L.P. ("NEFM"),
the Fund's adviser, is modifying its current voluntary management fee waiver and
operating expense reduction for the Fund, described on page 8 of the prospectus,
by raising the limit on the Fund's expenses from an annual rate of 0.85% to an
annual rate of 1.00% of average daily net assets for the Fund's Class A shares
and from an annual rate of 1.50% to an annual rate of 1.65% of average daily net
assets for the Fund's Class B shares. Accordingly, in the Schedule of Fees
section on page 1 of the prospectus, the tables appearing under the captions
"Annual Fund Operating Expenses" and "Example" are replaced with the following:

ANNUAL FUND OPERATING EXPENSES*
(as a percentage of average net assets)



                                                                                           CLASS A         CLASS B
                                                                                           -------         -------
                                                                                                        
Management Fees (after voluntary fee waiver and expense limitations)***.............        0.31%           0.31%
12b-1 Fees..........................................................................        0.35%           1.00%**
Other Expenses......................................................................        0.34%           0.34%
Total Fund Operating Expenses (after voluntary fee waiver and expense limitations)***       1.00%           1.65%


    *  The expense information contained in this table and its footnotes has been restated to reflect fees and expenses
       currently in effect for the Fund.
   **  Because of the higher 12b-1 fees, long-term shareholders may pay more than the economic equivalent of the maximum
       front-end sales charge permitted by rules of the National Association of Securities Dealers, Inc.
  ***  Without the voluntary fee waiver and expense limitations by the Fund's adviser, Management Fees would be 0.59% for
       Class A and Class B shares and Total Fund Operating Expenses would be 1.28% for Class A shares and 1.93% for Class
       B shares. The voluntary waiver and limitation can be terminated by the Fund's adviser at any time. See "Fund Management"
       in the prospectus, as supplemented above.


EXAMPLE

You would pay the following expenses on a $1,000 investment assuming (1) a 5%
annual return and (2) unless otherwise noted, redemption at period end. The 5%
return and expenses in the Example should not be considered indicative of actual
or expected Fund performance or expenses, both of which will vary.

                                CLASS A          CLASS B
                                -------          -------
                                              (1)         (2)
1 year........................    $52        $57         $17
3 years.......................    $73        $82         $52
5 years.......................    $95       $100         $90
10 years*.....................   $160       $178        $178

  (1)  Assumes redemption at end of period
  (2)  Assumes no redemption at end of period
    *  Class B shares automatically convert to Class A shares after 8 years;
       therefore, Class B amounts are calculated using Class A expenses in years
       9 and 10.