KRAMER, LEVIN, NAFTALIS, NESSEN, KAMIN & FRANKEL
                           9 1 9 T H I R D A V E N U E
                           NEW YORK, N.Y. 10022 - 3852
                                (212) 715 - 9100












                                                                     FAX

                                                               (212) 715-8000
                                                                    -----

                                                          WRITER'S DIRECT NUMBER

                                                               (212) 715-7509
                                  April 1, 1996

VIA EDGAR

U.S. Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549

                  Re:      Mutual Fund Trust
                           SEC Registration No. 33-75250
                           Investment Company Act No. 811-8358

Dear Sir/Madam:

         We are filing via EDGAR, on behalf of Mutual Fund Trust and pursuant to
the provisions of Rule 497(e)  promulgated  under the Securities Act of 1933, as
amended, a supplement dated April 1, 1996 to the Prospectuses dated December 31,
1995.

                                            Very truly yours,



                                            Peter O'Rourke

PJO/lf

Attachment
cc:      Molly Sheehan, Esq.
         Peter Eldridge, Esq.
         Deborah Oliver, Esq.
         Colleen McCoy
         Dean Harris
         Mark Rapp
         Victoria Preston
         Carl Frischling, Esq.
         Susan J. Penry-Williams, Esq.
         Joanne Doldo, Esq.
         Robert   Kaner, Esq.
         Robert Goldbaum, Esq.




                               Mutual Fund Trust

                       Supplement Dated April 1, 1996 to
                      Prospectus dated: December 31, 1995

The discussion under  "Management of the Fund - Adviser" is hereby  supplemented
by the following:

On March  31,  1996,  The  Chase  Manhattan  Corporation  and  Chemical  Banking
Corporation  effected the Holding Company Merger.  As required by the Investment
Company Act of 1940, as amended (the "1940 Act"), the current advisory agreement
(the  "Current  Agreement")  between the Fund and the Adviser  provides  for its
automatic  termination  upon its  "assignment"  (as  defined  in the 1940  Act).
Consummation  of the  Holding  Company  Merger  may be  deemed  to  result in an
assignment  of each Current  Agreement  and,  consequently,  to  terminate  each
Current  Agreement in accordance with its terms. The Adviser continues to render
services to the Fund under  exemptive  relief from the  Securities  and Exchange
Commission and services will not be impaired as a result of the Holding  Company
Merger.  Shareholder  approval of new advisory  agreements  is  presently  being
solicited  and a  Special  Meeting  will be held on  April 2,  1996 to  consider
approval of the new advisory agreements.