NEUBERGER BERMAN EQUITY FUNDS
497, 1999-05-19
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NEUBERGER BERMAN
EQUITY FUNDS

     SUPPLEMENT TO THE PROSPECTUS DATED DECEMBER 30, 1998

I.   NEUBERGER  BERMAN  INTERNATIONAL  FUND:  THE  FOLLOWING  PARAGRAPH IS ADDED
TO THE "MANAGEMENT" SIDEBAR ON PAGE 24:

     Benjamin E. Segal is an Assistant Vice President of Neuberger Berman
Management Inc. and has been an Associate Manager of the fund since January
1999.  He was an assistant portfolio manager at another firm from 1997 to
1998.  Prior to 1997, he held positions in international finance and
consulting.

II.  NEUBERGER  BERMAN GENESIS FUND: AS OF JUNE 1, 1999, THE FUND IS OPEN TO NEW
INVESTORS.

III. NEUBERGER   BERMAN  SOCIALLY   RESPONSIVE  FUND:  THE   LAST   SENTENCE  OF
THE  THIRD  PARAGRAPH  UNDER  THE HEADING  "GOAL &  STRATEGY"  ON PAGE 43 OF THE
PROSPECTUS IS REVISED TO READ AS FOLLOWS:

While these judgments are inevitably subjective, the fund has a strict policy of
avoiding companies that receive more than 5% of their total revenue from
alcohol, tobacco, gambling, or weapons, or that are involved in nuclear power.
The fund also does not invest in any company that derives its total revenue
primarily from non-consumer sales to the military.

IV.  NEUBERGER  BERMAN  GENESIS,  MANHATTAN,  MILLENNIUM, PARTNERS  AND SOCIALLY
RESPONSIVE FUNDS: THE FOLLOWING  DISCLOSURE IS  ADDED TO THE  SIDEBARS  ENTITLED
"OTHER RISKS" ON PAGES 10, 28, 34, 38 AND 44 OF THE PROSPECTUS:

In using  certain  derivatives  to gain stock  market  exposure  for excess cash
holdings, the fund increases its risk of loss.




This  Supplement  is dated May 26,  1999,  and  replaces  the  Supplement  dated
February 3, 1999.


<PAGE>


NEUBERGER BERMAN
EQUITY FUNDS


SUPPLEMENT TO THE STATEMENT OF ADDITIONAL INFORMATION DATED DECEMBER 30, 1998

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

     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  FOLLOWING ADDITIONAL  CHANGES  APPLY TO  THE  STATEMENT OF  ADDITIONAL
INFORMATION:

     Effective  April 28, 1999, each Portfolio may purchase and sell stock index
futures  contracts,  and  purchase and sell put and call  options  thereon,  for
purposes of managing cash flow. The managers may use such futures and options to
increase each Portfolio's exposure to the performance of a recognized securities
index,  such as the S&P 500 Index.  Therefore,  the  disclosure  regarding  such
futures and options in the sections  "Futures  Contracts  and Options  Thereon,"
"Put and  Call  Options  on  Securities  Indices,"  "General  Information  about
Securities Options" and "Regulatory  Limitations on Using Financial Instruments"
under the  heading  "Futures,  Options on  Futures,  Options on  Securities  and
Indices,  Forward Contracts,  and Options on Foreign  Currencies  (collectively,
`Financial Instruments')" applies to all of the Portfolios.

     As in the past,  Neuberger  Berman  INTERNATIONAL,  MILLENNIUM and SOCIALLY
RESPONSIVE  Portfolios  also have broader  authority  with respect to the use of
derivatives,  although  MILLENNIUM and SOCIALLY  RESPONSIVE  Portfolios  have no
current intention of using such authority.

     In  addition,  each  Portfolio  now may invest,  at times,  in  instruments
structured as  investment  companies to gain  exposure to the  performance  of a
recognized securities,  index, such as the S&P 500 Index, or another appropriate
index.  Therefore,  the  disclosure  regarding  such  investments in the section
"Other Investment Companies" applies to all the Portfolios.


<PAGE>


III. THE  FOLLOWING   DISCUSSION  IS  ADDED  TO   THE  STATEMENT  OF  ADDITIONAL
INFORMATION:

AS THE FOLLOWING CHART SHOWS, MARKETS HAVE TENDED TO MOVE IN CYCLES AND
EXTREMES, WHETHER IT'S BETWEEN ASSET CLASSES, CAPITALIZATION RANGES OR EQUITY
STYLES. RECENT EVIDENCE SUGGESTS THAT VALUE STOCKS, PARTICULARLY IN THE MID- AND
SMALL-CAP SECTORS, ARE ATTRACTIVELY PRICED. WHILE IT'S IMPOSSIBLE TO PREDICT
WHEN MARKET CYCLES WILL CHANGE, IN NEUBERGER BERMAN'S OPINION, THESE SECURITIES
NOW PRESENT GOOD BUYING OPPORTUNITIES.


HISTORICAL PERFORMANCE CYCLES CHART A:

Russell Mid-Cap Value Index vs. S&P 500 Index 1986-1998

x-axis: Year

y-axis: Performance Spread



               RUSSELL MIDCAP      S&P 500   DIFFERENCE
                        VALUE      -------   ----------
                        -----

1986                    17.87        18.21        -0.34
1987                    -2.19         5.17        -7.36
1988                    24.61        16.50         8.11
1989                    22.70        31.43        -8.73
1990                   -16.08        -3.19       -12.89
1991                    37.92        30.55         7.37
1992                    21.68         7.68        14.00
1993                    15.62        10.00         5.62
1994                    -2.12         1.33        -3.45
1995                    34.93        37.50        -2.57
1996                    20.26        23.25        -2.99
1997                    34.41        33.38         1.03
1998                     5.08        28.76       -23.68


                              Cumulative Returns
                              S&P 500    RUSSMCV
                              -------    -------

         3 years ending 1988    45.64      43.66
         2 years ending 1990    27.60       2.97
         3 years ending 1993    54.56      94.03
         5 years ending 1998   193.92     124.32
         
Source: Frank Russell, Investment Technologies, Callan Assoc., Neuberger Berman,
LLC Dec. 31, 1985 is the inception date of the Russell Mid-Cap Value Index

<PAGE>

Footnotes:

*The Russell Midcap(TRADEMARK) Value Index measures the performance of those
Russell Midcap(TRADEMARK) Index companies with lower price-to-book ratios and
lower forecasted growth values. The Russell Midcap Index measures the
performance of the 800 smallest companies in the Russell 1000(REGISTERED) Index,
which represents approximately 35% of the total market capitalization of the
Russell 1000 Index (which, in turn, consists of the 1,000 largest U.S.
companies, based on market capitalization). The S&P 500 Index is an unmanaged
index generally considered representative of stock market activity. Please note
that indices do not take into account any fees and expenses of investing in the
individual securities that they track and that individuals cannot invest
directly in any index. Data about the performance of these indices are prepared
or obtained by Neuberger Berman Management Inc. and include reinvestment of all
dividends and capital gain distributions.

Performance data quoted represents past performance, which is no guarantee of
future results.

HISTORICAL PERFORMANCE CYCLES CHART B:

Russell 2000 Index vs. S&P 500 Index 1979-1998

x-axis: Year

y-axis: Performance Spread



<PAGE>

               RUSSELL 2000        S&P   DIFFERENCE
               ------------        500   ----------
                                   ---

1979                  43.09      18.44       24.65
1980                  38.58      32.42        6.16
1981                   2.03      -4.91        6.94
1982                  24.95      21.58        3.36
1983                  29.13      22.43        6.71
1984                  -7.30       6.10      -13.41
1985                  31.05      31.57       -0.52
1986                   5.68      18.21      -12.53
1987                  -8.77       5.17      -13.94
1988                  24.89      16.50        8.39
1989                  16.24      31.43      -15.19
1990                 -19.51      -3.19      -16.31
1991                  46.05      30.55       15.50
1992                  18.41       7.68       10.73
1993                  18.91      10.00        8.91
1994                  -1.82       1.33       -3.15
1995                  28.44      37.50       -9.06
1996                  16.49      23.25       -6.75
1997                  22.36      33.38      -11.01
1998                  -2.55      28.76      -31.30



                              Cumulative
                              Returns
                              S&P       R2000
                              500       -----
                              ---
         5 years ending         122.58  226.44
         1983
         7 years ending         160.15   36.88
         1990
         3 years ending          54.56  105.63
         1993
         5 years ending         193.92   75.23
         1998

Source: Frank Russell, Investment Technologies, Callan Assoc., Neuberger Berman,
LLC Dec. 31, 1978 is the inception date of the Russell 2000 Index

Footnotes:

*The Russell 2000(REGISTERED) Index is an unmanaged index consisting of the
securities of the 2,000 issuers having the smallest capitalization in the
Russell 3000(REGISTERED) Index, representing approximately 11% of the Russell

<PAGE>

3000 total market capitalization. The smallest company's market capitalization
is roughly $222 million. The Russell 3000(REGISTERED) Index measures the
performance of the 3,000 largest U.S. companies based on total market
capitalization. The S&P 500 Index is an unmanaged index generally considered
representative of stock market activity. Please note that indices do not take
into account any fees and expenses of investing in the individual securities
that they track and that individuals cannot invest directly in any index. Data
about the performance of these indices are prepared or obtained by Neuberger
Berman Management Inc. and include reinvestment of all dividends and capital
gain distributions.

Performance data quoted represents past performance, which is no guarantee of
future results.








This Supplement is dated May 26, 1999.


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