BERGER INSTITUTIONAL PRODUCTS TRUST
497, 1998-05-22
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             BERGER IPT - SMALL COMPANY GROWTH FUND
                         
                 SUPPLEMENT DATED MAY 22, 1998
                              to
                  PROSPECTUS DATED MAY 1, 1998
                               
     Effective May 29, 1998, the investment policies of the Berger IPT -
Small Company Growth Fund will change so that, under normal circumstances,
the Fund will invest at least 65% of its assets in equity securities of
companies whose market capitalization, at the time of initial purchase, is
less than the 12-month average of the maximum market capitalization for
companies included in the Russell 2000 Index.  This average is updated
monthly.

     Accordingly, the statements on the cover of the Prospectus and under
the heading "Investment Objectives and Policies and Risk Factors" that the
Fund will, under normal circumstances, invest at least 65% of its assets in
companies which have a market capitalization of less than $1 billion at the
time of initial purchase are deleted and replaced with the first two
sentences of this Supplement.  The Fund's new investment policy will keep
the Fund's target capitalization range more closely aligned with one of the
more widely recognized measures of the small company market, the Russell
2000 Index, which is an unaffiliated and unmanaged stock index.  In
addition, the new policy is expected to increase the range of suitable
investments available to the Fund.



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