PIMCO FUNDS
497, 1998-06-03
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                                                   Filed pursuant to Rule 497(e)
                                                               File No. 33-12113

                PIMCO Funds: Pacific Investment Management Series
                 Institutional and Administrative Share Classes

                        Supplement dated June 4, 1998 to
                         Prospectus dated April 1, 1998




Change to PIMCO Real Return Bond Fund

         Effective July 1, 1998, the credit quality guidelines of the PIMCO Real
Return  Bond  Fund  will be  changed  to  provide  that the Fund may  invest  in
securities rated B or higher by Moody's Investors Service,  Inc.  ("Moody's") or
Standard & Poor's Ratings  Services  ("S&P") (or, if unrated,  determined by the
Adviser  to be of  comparable  quality),  with a maximum of 10% of its assets in
securities  rated  below Baa by Moody's or BBB by S&P.  Prior to that date,  the
Fund limited its  investments  to securities  rated at least A by Moody's or S&P
(or, if unrated,  determined by the Adviser to be of comparable  quality).  This
change revises the disclosure in the prospectus  regarding the credit quality of
investments of the Real Return Bond Fund.

Change to PIMCO Total Return Mortgage Fund

         Effective  immediately,  the average  portfolio  duration for the Total
Return Mortgage Fund is changed to a range that will normally vary within a two-
to six-year time frame.  This change  revises the  disclosure in the  prospectus
regarding the average portfolio duration of the Total Return Mortgage Fund.

Change to Minimum Initial Investment

         Effective   immediately,   the  minimum  initial  investment  for  each
registered  investment adviser purchasing shares for its clients is $250,000 per
Fund. As such, on page 49 of the  Prospectus,  the second  sentence of the third
paragraph  of the section  captioned  "Purchase of Shares" is revised to read as
follows:

         "The  minimum  initial  investment  for  shares of  either  class is $5
         million,  except that the minimum  initial  investment for a registered
         investment  adviser  purchasing  Institutional  Class  shares  for  its
         clients through omnibus accounts is $250,000 per Fund."



          Investors Should Retain This Supplement For Future Reference






<PAGE>
                                                   Filed pursuant to Rule 497(e)
                                                               File No. 33-12113


                PIMCO Funds: Pacific Investment Management Series
                                 Class D Shares

                        Supplement dated June 4, 1998 to
                         Prospectus dated April 8, 1998





Change to PIMCO Real Return Bond Fund

         Effective July 1, 1998, the credit quality guidelines of the PIMCO Real
Return  Bond  Fund  will be  changed  to  provide  that the Fund may  invest  in
securities rated B or higher by Moody's Investors Service,  Inc.  ("Moody's") or
Standard & Poor's Ratings  Services  ("S&P") (or, if unrated,  determined by the
Adviser  to be of  comparable  quality),  with a maximum of 10% of its assets in
securities  rated  below Baa by Moody's or BBB by S&P.  Prior to that date,  the
Fund limited its  investments  to securities  rated at least A by Moody's or S&P
(or, if unrated,  determined by the Adviser to be of comparable  quality).  This
change revises the disclosure in the prospectus  regarding the credit quality of
investments of the Real Return Bond Fund.

Change to PIMCO Total Return Mortgage Fund

         Effective  immediately,  the average  portfolio  duration for the Total
Return Mortgage Fund is changed to a range that will normally vary within a two-
to six-year time frame.  This change  revises the  disclosure in the  prospectus
regarding the average portfolio duration of the Total Return Mortgage Fund.




          Investors Should Retain This Supplement For Future Reference



<PAGE>
                                                   Filed pursuant to Rule 497(e)
                                                               File No. 33-12113


                PIMCO Funds: Pacific Investment Management Series
                             Class A, B and C Shares

                        Supplement dated June 4, 1998 to
                         Prospectus dated April 1, 1998





Change to PIMCO Real Return Bond Fund

         Effective July 1, 1998, the credit quality guidelines of the PIMCO Real
Return  Bond  Fund  will be  changed  to  provide  that the Fund may  invest  in
securities rated B or higher by Moody's Investors Service,  Inc.  ("Moody's") or
Standard & Poor's Ratings  Services  ("S&P") (or, if unrated,  determined by the
Adviser  to be of  comparable  quality),  with a maximum of 10% of its assets in
securities  rated  below Baa by Moody's or BBB by S&P.  Prior to that date,  the
Fund limited its  investments  to securities  rated at least A by Moody's or S&P
(or, if unrated,  determined by the Adviser to be of comparable  quality).  This
change revises the disclosure in the prospectus  regarding the credit quality of
investments of the Real Return Bond Fund.




          Investors Should Retain This Supplement For Future Reference





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