NEUBERGER & BERMAN EQUITY FUNDS
497, 1998-09-30
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NEUBERGER&BERMAN
EQUITY FUNDS

      SUPPLEMENT TO THE  PROSPECTUS  DATED  DECEMBER 15, 1997, AS AMENDED MAY 4,
1998

I. THE SECTION  "INVESTMENT  PROGRAMS - NEUBERGER&BERMAN  GUARDIAN PORTFOLIO" ON
PAGE 23 OF THE PROSPECTUS IS REVISED BY ADDING THE FOLLOWING PARAGRAPH:

      For purposes of managing  cash flow,  the Portfolio at times may invest in
financial  instruments,  the  return on which is  intended  to  approximate  the
performance of a recognized securities index, such as the S&P "500" Index. These
may include options and futures on securities indices,  options on such futures,
and instruments structured as investment companies.


II. THE SECTION  "DESCRIPTION  OF INVESTMENTS - OTHER  INVESTMENT  COMPANIES" ON
PAGE 57 OF THE PROSPECTUS IS REVISED TO READ AS FOLLOWS:

DESCRIPTION OF INVESTMENTS

     OTHER INVESTMENT COMPANIES.

      Neuberger&Berman INTERNATIONAL Portfolio may invest in the shares of other
investment  companies.  Such investment may be the most practical or only manner
in which the Portfolio can participate in certain foreign markets because of the
expenses involved or because other vehicles for investing in those countries may
not be  available  at the time  the  Portfolio  is ready to make an  investment.
Neuberger&Berman   GUARDIAN   Portfolio  at  times  may  invest  in  instruments
structured as  investment  companies to gain  exposure to the  performance  of a
recognized securities index, such as the S&P "500" Index.

      As a shareholder in an investment  company, a Portfolio would bear its pro
rata share of that investment company's expenses.  Investment in other funds may
involve the payment of  substantial  premiums  above the value of such  issuer's
portfolio  securities.   Neuberger&Berman   INTERNATIONAL  and  Neuberger&Berman
GUARDIAN  Portfolios  do not  intend  to  invest in such  funds  unless,  in the
judgment of N&B Management,  the potential  benefits of such investment  justify
the payment of any applicable premium or sales charge.

      Each Portfolio's investment in such securities is limited to (i) 3% of the
total voting stock of any one  investment  company,  (ii) 5% of the  Portfolio's
total  assets with  respect to any one  investment  company and (iii) 10% of the
Portfolio's total assets in the aggregate.


<PAGE>


III. THE  PARAGRAPH  REGARDING  THE  PORTFOLIO  MANAGEMENT  OF  NEUBERGER&BERMAN
PARTNERS  PORTFOLIO IN THE SECTION  "MANAGEMENT AND  ADMINISTRATION - INVESTMENT
MANAGER, ADMINISTRATOR, DISTRIBUTOR, AND SUB-ADVISER" (PAGES 48-49) IS
REVISED TO READ AS FOLLOWS:

MANAGEMENT AND ADMINISTRATION

INVESTMENT MANAGER, ADMINISTRATOR, DISTRIBUTOR AND SUB-ADVISER

      Neuberger&Berman  PARTNERS  Portfolio  -- Michael M.  Kassen,  Robert I.
Gendelman,  and S. Basu Mullick are co-managers of the Portfolio.  Mr. Kassen,
Mr.  Gendelman,  and Mr. Mullick are Vice  Presidents of N&B  Management.  Mr.
Kassen and Mr. Gendelman are principals of  Neuberger&Berman.  Mr. Kassen, Mr.
Gendelman  and  Mr.  Mullick  have  had  responsibility  for  Neuberger&Berman
PARTNERS   Portfolio  since  June  1990,   October  1994,  and  October  1998,
respectively.  Mr. Kassen has been an employee of N&B  Management  since 1990.
Mr.  Gendelman  was a portfolio  manager for another  mutual fund manager from
1992 to 1993. Mr. Mullick was a portfolio  manager for a prominent  investment
adviser from 1993 to 1998.




The date of this Supplement is October 1, 1998.




<PAGE>


NEUBERGER&BERMAN
EQUITY FUNDS


SUPPLEMENT TO THE STATEMENT OF ADDITIONAL INFORMATION DATED DECEMBER 15, 1997


I. THE FINAL  PARAGRAPH  IN THE SECTION  "INVESTMENT  INFORMATION  -  INVESTMENT
POLICIES AND LIMITATIONS" (PAGE 6) IS REVISED TO READ AS FOLLOWS:

      Each  Portfolio  (except   Neuberger&Berman   GUARDIAN,   Neuberger&Berman
SOCIALLY  RESPONSIVE  and  Neuberger&Berman   INTERNATIONAL  Portfolios)  as  an
operating  policy,  does not intend to invest in futures  contracts  and options
thereon during the coming year. In addition, although the Portfolios do not have
policies limiting their investment in warrants,  no Portfolio  currently intends
to invest in warrants unless acquired in units or attached to securities.

II. THE  SECTION  "FUTURES  CONTRACTS  AND  OPTIONS  THEREON"  UNDER THE HEADING
"FUTURES,  OPTIONS  ON  FUTURES,  OPTIONS ON  SECURITIES  AND  INDICES,  FORWARD
CONTRACTS,   AND  OPTIONS  ON  FOREIGN  CURRENCIES   (COLLECTIVELY,   `FINANCIAL
INSTRUMENTS')" (PAGE 26) IS REVISED BY ADDING THE FOLLOWING:

      Neuberger&Berman  GUARDIAN  Portfolio  may  purchase  and sell stock index
futures  contracts,  and may purchase and sell options thereon.  For purposes of
managing  cash flow,  the  managers may use such futures and options to increase
the Portfolio's  exposure to the performance of a recognized  securities  index,
such as the S&P "500" Index.

III. THE SECTION "PUT AND CALL OPTIONS ON SECURITIES  INDICES" UNDER THE HEADING
"FUTURES,  OPTIONS  ON  FUTURES,  OPTIONS ON  SECURITIES  AND  INDICES,  FORWARD
CONTRACTS,   AND  OPTIONS  ON  FOREIGN  CURRENCIES   (COLLECTIVELY,   "FINANCIAL
INSTRUMENTS") (PAGE 34) IS REVISED BY ADDING THE FOLLOWING:

      For purposes of managing cash flow,  Neuberger & Berman GUARDIAN Portfolio
may  purchase  put and call  options  on  securities  indices  to  increase  the
Portfolio's exposure to the performance of a recognize securities index, such as
the S&P "500"  Index.  All  securities  index  options  purchased by Neuberger &
Berman GUARDIAN Portfolio will be listed and traded on an exchange.


The date of this Supplement is October 1, 1998.

<PAGE>
DC-259274.02
DC-259274.02
NEUBERGER&BERMAN
EQUITY FUNDS

      SUPPLEMENT TO THE PROSPECTUS  DATED DECEMBER 15, 1997, AS AMENDED MAY 4,
1998

I. THE SECTION  WHICH  PROVIDES A SUMMARY OF THE  FEATURES  OF  NEUBERGER&BERMAN
FOCUS FUND AND  NEUBERGER&BERMAN  INTERNATIONAL FUND (PAGE 4) IS REVISED TO READ
AS FOLLOWS:

- --------------------------------------------------------------------------------
FOCUS FUND                 Value      fund,    more   Invests principally in
                           concentrated   portfolio   common stocks selected
                           than   Guardian.     May   from 13 multi-industry
                           invest without regard to   sectors of the economy.
                           market capitalization.     To maximize potential
                                                      return,    the   Portfolio
                                                      normally  makes  at  least
                                                      90% of its  investments in
                                                      not more than six  sectors
                                                      of the economy believed by
                                                      the  portfolio  manager to
                                                      be undervalued.
- --------------------------------------------------------------------------------
INTERNATIONAL FUND         Broadly diversified        Seeks long-term capital
                           international equity       appreciation by
                           fund.                      investing primarily in
                                                      foreign   stocks   of  any
                                                      capitalization,   both  in
                                                      developed economies and in
                                                      emerging          markets.
                                                      Portfolio   manager  seeks
                                                      undervalued  companies  in
                                                      countries    with   strong
                                                      potential for growth.
- --------------------------------------------------------------------------------

II. THE FOLLOWING DISCLOSURE REGARDING NEUBERGER&BERMAN FOCUS PORTFOLIO IS ADDED
TO PAGE 21 OF THE PROSPECTUS:

INVESTMENT PROGRAMS - NEUBERGER&BERMAN FOCUS PORTFOLIO

      The   Portfolio   may  invest  in  stocks  of   companies  of  any  market
capitalization.  For more information, see "Special Considerations of Small- and
Mid-Cap Company Stocks" on page 27.


<PAGE>




III. THE FOLLOWING DISCLOSURE REGARDING  NEUBERGER&BERMAN  GUARDIAN PORTFOLIO IS
ADDED TO PAGE 23 OF THE PROSPECTUS:

INVESTMENT PROGRAMS - NEUBERGER&BERMAN GUARDIAN PORTFOLIO

            For  purposes  of managing  cash flow,  the  Portfolio  at times may
invest in financial instruments,  the return on which is intended to approximate
the performance of a recognized  securities  index, such as the S&P "500" Index.
These may include  options and futures on  securities  indices,  options on such
futures, and instruments structured as investment companies.

IV.  THE  SECOND  PARAGRAPH  IN  THE  SECTION  ON  THE  INVESTMENT   PROGRAM  OF
NEUBERGER&BERMAN INTERNATIONAL PORTFOLIO (PAGE 23) IS REVISED TO READ AS
FOLLOWS:

INVESTMENT PROGRAMS - NEUBERGER&BERMAN INTERNATIONAL PORTFOLIO

      Neuberger&Berman  INTERNATIONAL  Portfolio  invests  primarily  in  equity
securities of companies traded on foreign exchanges. The Portfolio may invest in
companies of any market  capitalization.  The strategy of N&B  Management  is to
select attractive investment opportunities outside the United States, allocating
the Portfolio's  assets among  investments in economically  mature countries and
emerging industrialized  countries. The criteria for security selection focus on
companies with leadership in specific industries that appear to exhibit positive
fundamentals  and seem undervalued  relative to their earnings  potential or the
worth of their assets. At least 65% of the Portfolio's total assets normally are
invested in equity securities of foreign issuers.  The Portfolio may invest more
heavily in certain  countries  than in others.  From time to time, the Portfolio
may invest a significant portion of its assets in Japan.

V. THE PARAGRAPHS REGARDING THE PORTFOLIO  MANAGEMENT OF NEUBERGER&BERMAN  FOCUS
PORTFOLIO,  NEUBERGER&BERMAN  GUARDIAN PORTFOLIO AND  NEUBERGER&BERMAN  PARTNERS
PORTFOLIO IN THE SECTION  "MANAGEMENT AND  ADMINISTRATION - INVESTMENT  MANAGER,
ADMINISTRATOR, DISTRIBUTOR, AND SUB-ADVISER" (PAGES 47-48) ARE
REVISED TO READ AS FOLLOWS:

MANAGEMENT AND ADMINISTRATION

INVESTMENT MANAGER, ADMINISTRATOR, DISTRIBUTOR AND SUB-ADVISER

      Neuberger&Berman  FOCUS  Portfolio  -- Kent C.  Simons is manager of the
Portfolio.  Mr. Simons is a Vice  President of N&B  Management and a principal
of  Neuberger&Berman.  Mr. Simons has had responsibility for  Neuberger&Berman
FOCUS Portfolio since 1988.

      Neuberger&Berman  GUARDIAN  Portfolio  -- Kevin L.  Risen and Rick White
are  co-managers  of the  Portfolio.  Mr.  Risen  is a Vice  President  of N&B
Management   and  a  principal   of   Neuberger&Berman.   Mr.  Risen  has  had
responsibility for Neuberger&Berman  GUARDIAN Portfolio since 1996, and during

<PAGE>

the prior year,  he was a portfolio  manager  for  Neuberger&Berman.  He was a
research  analyst at  Neuberger&Berman  from 1992 to 1995. Mr. White is a Vice
President of N&B Management.  He has had responsibility  for  Neuberger&Berman
GUARDIAN  Portfolio  since September 1998. From 1989 to September 1998, he was
a  portfolio  manager  for a mutual  fund  managed by a  prominent  investment
adviser.

      Neuberger&Berman  PARTNERS  Portfolio  -- Michael M.  Kassen,  Robert I.
Gendelman,  and S. Basu Mullick are co-managers of the Portfolio.  Mr. Kassen,
Mr.  Gendelman,  and Mr. Mullick are Vice  Presidents of N&B  Management.  Mr.
Kassen and Mr. Gendelman are principals of  Neuberger&Berman.  Mr. Kassen, Mr.
Gendelman  and  Mr.  Mullick  have  had  responsibility  for  Neuberger&Berman
PARTNERS   Portfolio  since  June  1990,   October  1994,  and  October  1998,
respectively.  Mr. Kassen has been an employee of N&B  Management  since 1990.
Mr.  Gendelman  was a portfolio  manager for another  mutual fund manager from
1992 to 1993. Mr. Mullick was a portfolio  manager for a prominent  investment
adviser from 1993 to 1998.

VI. THE SECTION  "DESCRIPTION  OF INVESTMENTS - OTHER  INVESTMENT  COMPANIES" ON
PAGE 57 OF THE PROSPECTUS IS REVISED TO READ AS FOLLOWS:

DESCRIPTION OF INVESTMENTS

     OTHER INVESTMENT COMPANIES.

      Neuberger&Berman INTERNATIONAL Portfolio may invest in the shares of other
investment  companies.  Such investment may be the most practical or only manner
in which the Portfolio can participate in certain foreign markets because of the
expenses involved or because other vehicles for investing in those countries may
not be  available  at the time  the  Portfolio  is ready to make an  investment.
Neuberger&Berman   GUARDIAN   Portfolio  at  times  may  invest  in  instruments
structured as  investment  companies to gain  exposure to the  performance  of a
recognized securities index, such as the S&P "500" Index.

      As a shareholder in an investment  company, a Portfolio would bear its pro
rata share of that investment company's expenses.  Investment in other funds may
involve the payment of  substantial  premiums  above the value of such  issuer's
portfolio  securities.   Neuberger&Berman   INTERNATIONAL  and  Neuberger&Berman
GUARDIAN  Portfolios  do not  intend  to  invest in such  funds  unless,  in the
judgment of N&B Management,  the potential  benefits of such investment  justify
the payment of any applicable premium or sales charge.

      Each Portfolio's investment in such securities is limited to (i) 3% of the
total voting stock of any one  investment  company,  (ii) 5% of the  Portfolio's
total  assets with  respect to any one  investment  company and (iii) 10% of the
Portfolio's total assets in the aggregate.


The date of this Supplement is October 1, 1998.




<PAGE>


NEUBERGER&BERMAN
EQUITY FUNDS


SUPPLEMENT TO THE STATEMENT OF ADDITIONAL INFORMATION DATED DECEMBER 15, 1997


I. THE FINAL  PARAGRAPH  IN THE SECTION  "INVESTMENT  INFORMATION  -  INVESTMENT
POLICIES AND LIMITATIONS" (PAGE 6) IS REVISED TO READ AS FOLLOWS:

      Each  Portfolio  (except   Neuberger&Berman   GUARDIAN,   Neuberger&Berman
SOCIALLY  RESPONSIVE  and  Neuberger&Berman   INTERNATIONAL  Portfolios)  as  an
operating  policy,  does not intend to invest in futures  contracts  and options
thereon during the coming year. In addition, although the Portfolios do not have
policies limiting their investment in warrants,  no Portfolio  currently intends
to invest in warrants unless acquired in units or attached to securities.

II. THE  SECTION  "FUTURES  CONTRACTS  AND  OPTIONS  THEREON"  UNDER THE HEADING
"FUTURES,  OPTIONS  ON  FUTURES,  OPTIONS ON  SECURITIES  AND  INDICES,  FORWARD
CONTRACTS,   AND  OPTIONS  ON  FOREIGN  CURRENCIES   (COLLECTIVELY,   `FINANCIAL
INSTRUMENTS')" (PAGE 26) IS REVISED BY ADDING THE FOLLOWING:

      Neuberger&Berman  GUARDIAN  Portfolio  may  purchase  and sell stock index
futures  contracts,  and may purchase and sell options thereon.  For purposes of
managing  cash flow,  the  managers may use such futures and options to increase
the Portfolio's  exposure to the performance of a recognized  securities  index,
such as the S&P "500" Index.

III. THE SECTION "PUT AND CALL OPTIONS ON SECURITIES  INDICES" UNDER THE HEADING
"FUTURES,  OPTIONS  ON  FUTURES,  OPTIONS ON  SECURITIES  AND  INDICES,  FORWARD
CONTRACTS,   AND  OPTIONS  ON  FOREIGN  CURRENCIES   (COLLECTIVELY,   "FINANCIAL
INSTRUMENTS") (PAGE 34) IS REVISED BY ADDING THE FOLLOWING:

      For purposes of managing cash flow,  Neuberger & Berman GUARDIAN Portfolio
may  purchase  put and call  options  on  securities  indices  to  increase  the
Portfolio's exposure to the performance of a recognize securities index, such as
the S&P "500"  Index.  All  securities  index  options  purchased by Neuberger &
Berman GUARDIAN Portfolio will be listed and traded on an exchange.


The date of this Supplement is October 1, 1998.




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