NEW ENGLAND STAR WORLDWIDE FUND
                      Supplement dated September 3, 1996 to
                      the Prospectus dated December 29, 1995
                                   
On orders placed beginning September 16, 1996 and continuing through
October 31, 1996, the Distributor will reallow to investment dealers
100% of the sales charge on commissionable sales of Class A shares.
During the same period, the Distributor will pay participating
investment dealers a commission of 0.50% on commissionable sales of
Class B shares in addition to the commissions on sales of Class B shares
described in the prospectus under the section captioned "Buying Fund
Shares -- Sales Charges."

Effective July 30, 1996, 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   Class C
                                                    
Management Fees . . . . . . . 1.05%    1.05%      1.05%

12b-1 Fees . . . . . . . . .  0.25%    1.00%*      1.00%*

Other Expenses** . . . . . . .1.05%    1.05%       1.05%

Total Expenses .  . . . . . .2.35%     3.10%       3.10%


*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.

**Other Expenses are based on estimated expenses for the Fund's first
full fiscal year.

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 may be more or less than those shown.


                            Class A     Class B      Class C
                                             

                                       (1)    (2)
1 year                        $ 79    $ 71    $31      $31

3 year                        $126    $112    $96      $96


(1)  Assumes redemption at end of period.
(2)  Assumes no redemption at end of period.

                          FINANCIAL HIGHLIGHTS
                               (unaudited)
                                    
The Financial Highlights presented below are for Class A, B and C shares
of New England Star Worldwide Fund (the "Fund") outstanding throughout
the indicated period.  The Financial Highlights should be read in
conjunction with the financial statements and the notes thereto
incorporated by reference in the Fund's Statement of Additional
Information dated July 30, 1996.

                                   
                             Class A         Class B       ClassC
                             Six months      Six months    Six months
                             ended           ended         ended
                             June 30, 1996   June 30, 1996 June 30, 1996
                                                           

Net asset value, beginning of      $12.50          $12.50       $12.50
period
Income from investment
operations
Net investment income (loss)        0.01           (0.01)        (0.01)
Net realized and unrealized         1.46            1.43          1.44
gain on investments
Total from investment               1.47            1.42          1.43
operations
Net asset value, end of period     $13.97          $13.92        $13.93
Total return (%)(a)                11.8             11.4          11.4
Ratio of operating expenses to     2.86(b)         3.61(b)       3.61(b)
average net assets (%)
Ratio of net investment income
(loss) to average                0.32(b)        (0.43)(b)     (0.43)(b)
     net assets (%)
Portfolio turnover rate (%)        39(b)            39(b)         39(b)
Average commission rate          $0.0004           $0.0004       $0.0004
Net assets, end of period          $35,617          $31,115      $10,191
(000)

(a)  A sales charge in the case of Class A shares and a contingent
  deferred sales charge in the case of Class B shares are not
  reflected in total return calculations.  Not annualized.
(b)  Computed on an annualized basis.


     In addition, the following changes are made to the Fund's
prospectus:

    On page 17, the fifth bullet under the caption "Minimum Investments"
    is deleted.

     On page 17, the paragraph at the top of the right-hand column is
     deleted and replaced with the following paragraph:

     All purchases made by check should be in U.S. dollars and made
     payable to New England Funds, or, in the case of a retirement
     account, the custodian or trustee.  Third party checks will not be
     accepted.  When purchases are made by check or periodic account
     investment, redemptions will not be allowed until the investment
     being redeemed has been in the account for ten calendar days.
     
    On page 18, the second paragraph under the caption "By Electronic
    purchase through ACH" is deleted and replaced with  the following
    paragraph:
  
     To purchase through ACH, call 1-800-225-5478 between 8:00 a.m. and
     7:00 p.m. (Eastern time).  You may purchase shares through ACH by
     calling Tele#Facts at 1-800-346-5984 twenty-four hours a day.  Under
     normal circumstances, the New York Stock Exchange (the "Exchange")
     closes at 4:00 p.m. (Eastern time).  Purchase orders through ACH or
     Tele#Facts will be complete only upon receipt by New England Funds
     of funds from your bank and, on the day that funds are received,
     will be processed at the net asset value next determined at the
     close of regular trading on the Exchange on days that the Exchange
     is open. Proceeds of redemptions of Fund shares purchased through
     ACH may not be available for up to ten days after the purchase date.
     
    Also on page 18, the footnote under the chart in the "Sales Charges"
    section is replaced with the following:

   The Distributor may, at its discretion, pay investment dealers who
   initiate and are responsible for such purchases (except investment by
   plans under Section 401 (a) and 401(k) of the Internal Revenue Code
   whose total investments amount to $1 million or more or that have 100
   or more eligible employees ["Retirement Plans"]) a commission of up to
   the following amounts:  1% on the first $3 million invested; 0.50% on
   the next $2 million; and 0.25% on the excess over $5 million.  For
   investments by Retirement Plans, the Distributor may, at its
   discretion, pay investment dealers who initiate and are responsible for
   such purchases a commission of up to the following amounts:  1% on the
   first $3 million invested; and 0.50% on amounts over $3 million and up
   to $10 million.  These commissions are not payable if the purchase
   represents the reinvestment of a redemption made during the previous 12
   calendar months.
   
    On page 21, in the first full paragraph in the right-hand column, the
    language "including, but not limited to, those defined   in Section
    401(a), 403(b) or 457 of the Internal Revenue Code" is deleted and 
    replaced with the following:

   including, but not limited to, those defined in Section 401(a),
   401(k), 403(b) or 457 of the Internal Revenue Code

    The following paragraphs are added to the list appearing on page 21:

    Shares of the Fund are available at net asset value for investments by
    non-discretionary and non-retirement accounts of bank trust departments
    or trust companies, but are unavailable if the trust department or
    institution is part of an organization not principally engaged in 
    banking or trust activities.

    Shares of the Fund are available at net asset value for investments in
    participant-directed 401(a) and 401(k) plans that have 100 or more 
    eligible employees.
                                    
    Shares of the Fund also may be purchased at net asset value through
    certain broker-dealers and/or financial services organizations without 
    any transaction fee.  Such organizations may receive compensation, in
    an amount of up to 0.35% annually of the average
    value of the Fund shares held by their customers.
    This compensation may be paid by NEFM and/or the Fund's subadvisers out
    of their own assets, or may be paid indirectly by the Fund in the
    form of servicing, distribution or
    transfer agent fees.