NEUBERGER & BERMAN INCOME FUNDS
497, 1997-10-22
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              Neuberger & Berman Income Funds(REGISTERED TRADEMARK)
               Supplement to the Prospectus dated February 3, 1997

         The third  paragraph  under the heading  "Investment  Programs -- Money
Market Portfolios" on page 20 is replaced in its entirety by the following:

                  As a fundamental  policy,  Neuberger & Berman GOVERNMENT MONEY
         Portfolio  may  invest  only in U.S.  Treasury  obligations  and  other
         securities  backed by the full faith and  credit of the United  States.
         Also,  as a  fundamental  policy,  the  Portfolio  may  not  invest  in
         repurchase agreements.

         The  first  sentence  under the  heading  "Performance  Information  --
Tax-Equivalent Yield" on page 29 is replaced in its entirety by the following:

                  STATE AND LOCAL INCOME  TAXES.  Dividends  paid by Neuberger &
         Berman   GOVERNMENT  MONEY  Fund  which  are  derived  from  income  on
         securities which are direct obligations of the United States Government
         or of certain of its agencies or  instrumentalities  generally  are not
         subject to the income taxes of most states and localities.

         The fifth  paragraph  under the heading "Taxes " on page 43 is replaced
in its entirety by the following:

                  Dividends  paid by  Neuberger & Berman  GOVERNMENT  MONEY Fund
         which  are  derived  from  income  on   securities   which  are  direct
         obligations  of the  United  States  Government  or of  certain  of its
         agencies and instrumentalities generally are not expected to be subject
         to state and local income taxes; however, distributions by that Fund of
         net realized  capital gains are fully subject to those taxes. It should
         be noted that not all dividends derived from income on securities which
         are backed by the full faith and credit of the United States are exempt
         from state  taxation.  You should consult your tax adviser to determine
         the taxability of those dividends and other distributions in your state
         and locality.



<PAGE>

 
         The Board of Trustees  voted on September  24, 1997 to recommend to the
shareholders  of  Neuberger  & Berman  Ultra Short Bond Fund  ("Ultra  Short") a
transaction in which Ultra Short would sell  substantially  all of its assets to
Neuberger & Berman Limited Maturity Bond Fund ("Limited Maturity"), effective at
the close of business on February  27, 1998.  Shareholders  of Ultra Short would
receive shares of Limited  Maturity in exchange for their shares of Ultra Short,
and Ultra Short would cease operations.

         The Board also voted on September  24, 1997 to approve the  dissolution
of  Neuberger & Berman New York  Insured  Intermediate  Fund ("New York  Insured
Intermediate"), effective October 24, 1997. Investors holding shares of New York
Insured Intermediate on that date will receive proceeds in the amount of the net
asset value of their  shares as of the close of business on that day.  Effective
September 25, 1997, sales of new shares of New York Insured Intermediate will be
suspended.

                  This Supplement  supersedes the Supplement dated September 25,
1997.

                  The date of this Supplement is October 22, 1997.




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