BERGER INSTITUTIONAL PRODUCTS TRUST
497, 1997-10-24
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                       BERGER IPT - GROWTH AND INCOME FUND

                        SUPPLEMENT DATED OCTOBER 24, 1997
                                       to
                          PROSPECTUS DATED MAY 1, 1997

                  Berger Associates Vice President Shiela J. Ohlsson has been
appointed co-manager of the Berger IPT - Growth and Income Fund,
joining Patrick S. Adams, who has been co-managing the Fund since
February 1997.  Ms. Ohlsson succeeds former co-manager Mark R.
McKinney.

                  Accordingly,  page 13 of the  Prospectus  for the  Berger  IPT
Growth and Income Fund of the Berger Institutional  Products Trust is amended to
read as follows: The third paragraph under "6. Management and Investment Advice"
is deleted in its entirety and replaced with the following:

                  "Patrick S. Adams, Senior Vice President of Berger
Associates, is the portfolio manager for the Berger IPT - 100 Fund.
Mr. Adams also co-manages the Berger IPT - Growth and Income Fund,
along with Berger Associates Vice President Shiela J. Ohlsson.  The
portfolio managers are responsible for the investments of their Funds,
including the day-to-day investment decisions for these Funds.  Mr.
Adams is also President of the Berger IPT - 100 Fund and the Berger
IPT - Growth and Income Fund."

                  In addition,  the fifth  paragraph  under "6.  Management  and
Investment Advice" is deleted in its entirety and replaced with the following:

                  "Ms.  Ohlsson  joined  Berger  Associates  in 1991,  where she
currently serves as Vice President and co-portfolio manager,  along with Patrick
Adams, for the Berger Growth and Income Fund. Previously,  Ms. Ohlsson served as
Senior  Analyst/Portfolio  Manager  (February  1997 to October 1997) and Analyst
(September 1991 to February 1997) with Berger Associates."



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