PIMCO FUNDS
497K3B, 1999-11-12
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PIMCO Foreign Bond Fund
Institutional Class Shares

November 5, 1999

This profile summarizes key information about the Fund that
is included in the Fund's Prospectus. The Fund's Prospectus
includes additional information about the Fund, including a
more detailed description of the risks associated with investing
in the Fund that you may want to consider before you invest. You
may obtain the Prospectus and other information about the Fund at
no cost by calling us at 1-800-927-4648, visiting our Web site at
www.pimco.com, or by contacting your financial intermediary

PIMCO
FUNDS

<PAGE>

WHAT IS THE FUND'S INVESTMENT OBJECTIVE?

The Fund seeks maximum total return, consistent with
preservation of capital and prudent investment management.

WHAT IS THE FUND'S PRINCIPAL INVESTMENT
STRATEGY?

The Fund seeks to achieve its investment objective by
investing under normal circumstances at least 85% of its
assets in fixed income instruments of issuers located
outside the United States, representing at least three
foreign countries, which may be represented by futures
contracts (including related options) with respect to such
securities, and options on such securities. Such securities
normally are denominated in major foreign currencies or
baskets of foreign currencies (such as the euro). The Fund
will normally hedge at least 75% of its exposure to foreign
currency to reduce the risk of loss due to fluctuations in
currency exchange rates.

PIMCO selects the Fund's foreign country and currency
compositions based on an evaluation of relative interest
rates, exchange rates, monetary and fiscal policies, trade
and current account balances, and any other factors PIMCO
believes to be relevant. The average portfolio duration of
the Fund normally varies within a three- to seven-year time
frame. Duration is a measure of the expected life of a fixed
income security that is used to determine the sensitivity of
the security's price to changes in interest rates.

The Fund invests primarily in investment grade debt
securities, but may invest up to 10% of its assets in high
yield securities ("junk bonds") rated B or higher by Moody's
or S&P, or, if unrated, determined by PIMCO to be of
comparable quality. The Fund is non-diversified, which means
that it may concentrate its assets in a smaller number of
issuers than a diversified Fund.

The Fund may invest all of its assets in derivative
instruments, such as options, futures contracts or swap
agreements, or in mortgage- or asset-backed securities. The
Fund typically uses derivatives as a substitute for taking a
position in the underlying asset and/or as part of a
strategy designed to reduce exposure to other risks, such as
interest rate or currency risk. The Fund may lend its
portfolio securities to brokers, dealers and other financial
institutions to earn income. Rather than investing directly
in the securities in which it primarily invests, the Fund
may use other investment techniques to gain exposure to
market movements related to such securities, such as
entering into a series of contracts to buy or sell such
securities. The "total return" sought by the Fund consists
of income earned on the Fund's investments, plus capital
appreciation, if any, which generally arises from decreases
in interest rates or improving credit fundamentals for a
particular sector or security.

Additional information about the Fund's investments is
available in the Fund's annual and semi-annual reports to
shareholders. In the Fund's annual report, you will find a
discussion of the market conditions and investment
strategies that significantly affected the Fund's
performance during its past fiscal year. You may obtain
these reports at no cost by calling us at 1-800-927-4648.

WHAT ARE THE PRINCIPAL RISKS OF INVESTING IN THE FUND?

You could lose money on an investment in the Fund. The
principal risks of investing in the Fund are:

*Interest Rate Risk: As interest rates rise, the value
of fixed income securities in the Fund's portfolio is likely
to decrease. Securities with longer durations tend to be
more sensitive to changes in interest rates.

*Credit Risk: The Fund could lose money if the issuer or
guarantor of a fixed income security, or the counterparty to
a derivative contract, is unable or unwilling to meet its
financial obligations.

*Market Risk: The value of securities owned by the Fund
may go up or down, sometimes rapidly or unpredictably.
Securities may decline in value due to factors affecting
securities markets generally or particular industries.

*Issuer Risk: The value of a security may decline for a
number of reasons which directly relate to the issuer, such
as management performance, financial leverage and reduced
demand for the issuer's goods or services.

*Foreign Investment Risk: The Fund may experience more
rapid and extreme changes in value than a Fund that invests
in U.S. securities. The securities markets of many foreign
countries are relatively small. Reporting, accounting and
auditing standards of foreign countries differ from U.S.
standards. Also, nationalization, expropriation, taxation,
political changes or diplomatic developments could adversely
affect the Fund's investments in a foreign country.

*Currency Risk: When the Fund invests in securities
denominated in foreign currencies, it is subject to the risk
that those currencies will decline in value relative to the
U.S. Dollar, or, in the case of hedging positions, that the
U.S. Dollar will decline in value relative to the currency
being hedged. Currency rates in foreign countries may
fluctuate significantly over short periods of time for
reasons such as changes in interest rates, government
intervention or political developments. As a result, the
Fund's investments in foreign currency-denominated
securities may reduce the returns of the Fund.

*Concentration Risk: Concentration of investments in a
small number of issuers, industries or foreign currencies
increases risk. Because the Fund is non-diversified, it may
be more susceptible to risks associated with a single
economic, political or regulatory occurrence than a more
diversified portfolio might be.

*Liquidity Risk: Liquidity risk exists when particular
invest-

<PAGE>

ments are difficult to purchase or sell. The Fund's
investments in illiquid securities may reduce the returns of
the Fund because it may be unable to sell the illiquid
securities at an advantageous time or price.

*Mortgage Risk: Rising interest rates tend to extend the
duration of mortgage-related securities, making them more
sensitive to changes in interest rates. When interest rates
decline, borrowers may pay off their mortgages sooner than
expected. This can reduce the returns of a Fund because the
Fund will have to reinvest that money at the lower
prevailing interest rates.

*Derivatives Risk: When the Fund invests in a derivative
instrument, it could lose more than the principal amount
invested. Derivatives are subject to a number of risks, such
as liquidity, interest rate, market, credit and management
risk. They also involve the risk of improper valuation.
Changes in the value of a derivative may not correlate
perfectly with the underlying asset, rate or index.

*Leveraging Risk: The Fund may engage in transactions
that give rise to a form of leverage. Leverage may cause the
Fund to sell holdings when it may not be advantageous to do
so. Leverage, including borrowing, will cause the Fund to be
more volatile than if the Fund had not been leveraged.

*Management Risk: There is no guarantee that the
investment techniques and risk analyses applied by PIMCO
will produce the desired results.

HOW HAS THE FUND PERFORMED?

The bar chart and table below provide some indication of the
risks of investing in the Fund by showing changes in its
performance from year to year and by showing how the Fund's
average annual returns compare with the returns of a broad-
based securities market index and an index of similar funds.
The bar chart and table show performance of the Fund's
Institutional Class shares net of fees. Past performance is
no guarantee of future results.

Calendar Year Total Returns

1993	16.40%
1994	-7.30%
1995	21.22%
1996	18.89%
1997	9.60%
1998	10.03%

During the period shown in the bar chart, the highest
quarterly return was 7.23% (4th Quarter 1995) and the lowest
quarterly return was -4.22% (1st Quarter 1994). As of
September 30, 1999, the end of the most recent calendar
quarter, the Fund's year-to-date return was -0.13%.

Average Annual Total Returns
for the periods ended September 30,1999
                                    		 Since
		                  1 year   5 years	 Inception3
Foreign Bond Fund,
	Institutional Class   	1.22%	    11.96%	  9.89%
J.P. Morgan Non-U.S.
	Index (Hedged)1	       2.16%    11.24%    9.28%
Lipper International Income
	Fund Avg.2           	-0.54%     6.83%    6.46%

1 The J.P. Morgan Non-U.S. Index (Hedged) in an unmanaged
index representative of the total return performance in U.S.
dollars of major non-U.S. bond markets. It is not possible
to invest directly in the index.

2 The Lipper International Income Fund Average is a total
return performance average of Funds tracked by Lipper
Analytical Services, Inc. that invest primarily in U.S.
dollar and non-U.S. dollar debt securities of issuers
located in at least three countries, excluding the United
States, except in periods of market weakness. It does not
take into account sales charges.

3 The Fund began operations on 12/3/92. Index comparisons
began on 11/30/92.

WHAT ARE THE FUND'S FEES AND EXPENSES?

These tables describe the fees and expenses you may pay if
you buy and hold Institutional Class shares of the Fund:

Shareholder Fees
(fees paid directly from your investment)	None

Annual Fund Operating Expenses
(expenses that are deducted from Fund assets, shown as a
percentage of average daily net assets)

Advisory Fee	                            0.25%
Distribution (12b-1) and/or Service Fees	    None
Other Expenses1	                            0.25%
Total Annual Operating Expenses	          0.50%

1 Other Expenses reflects a 0.25% Administrative Fee paid by
the class.

Example: The Example is intended to help you compare the
cost of investing in the Fund with the costs of investing in
other mutual funds. The Example assumes that you invest
$10,000 in the Fund for the time periods indicated, and then
redeem all your shares at the end of those periods. The
Example also assumes a 5% return each year, the reinvestment
of all dividends and distributions, and that the Fund's
operating expenses remain the same. Although your actual
costs may be higher or lower, the Example shows what your
costs would be based on these assumptions.

                     	1 year   3 years	5 years  10 years
Foreign Bond Fund,
   Institutional Class	  $51     $160	 $280	      $628


<PAGE>

WHO IS THE FUND'S INVESTMENT ADVISER?

Pacific Investment Management Company ("PIMCO"), a
subsidiary of PIMCO Advisors L.P., serves as investment
adviser to the Fund. PIMCO is an investment management
company founded in 1971, and had over $181 billion in assets
under management as of September 30, 1999. PIMCO manages the
investment and reinvestment of the assets of the Fund and is
responsible for placing orders for the purchase and sale of
the Fund's investments. PIMCO is located at 840 Newport
Center Drive, Newport Beach, CA 92660.

The Fund's portfolio is managed by Lee R. Thomas, III. Mr.
Thomas is a Managing Director and Senior International
Portfolio Manager of PIMCO. He joined PIMCO as a portfolio
manager in 1995, and has managed fixed income accounts for
various institutional clients and funds since that time. He
has managed the Foreign Bond Fund since July 13, 1995. Prior
to joining PIMCO, he was associated with Investcorp as a
member of the management committee responsible for global
securities and foreign exchange trading.

HOW DO I BUY FUND SHARES?

The minimum initial investment to open an account directly
with the Fund is $5 million. The minimum initial investment
for a registered investment adviser purchasing Institutional
Class shares for its clients through omnibus accounts is
$250,000. You may purchase Fund shares in one of the
following ways:

*Opening an account by completing and signing a Client
Registration Application, mailing it to us at the address
shown below, and wiring funds. Wiring instructions can be
obtained by calling us at 1-800-927-4648.

*Exchanging Institutional Class shares in any amount
from another PIMCO Funds account.

*Additional purchases in any amount can be made by
calling us at 1-800-927-4648 and wiring funds.

HOW DO I SELL (REDEEM) FUND SHARES?

You may sell (redeem) all or part of your Fund shares on any
business day. You may sell by:

*Sending a written request by mail to PIMCO Funds.

*Telephone us at 1-800-927-4648 and a Shareholder
Services associate will assist you.

*By sending a fax to our Shareholder Services department
at 1-949-725-6830.

HOW ARE FUND DISTRIBUTIONS
MADE AND TAXED?

The Fund pays dividends to shareholders monthly and pays
realized capital gains, if any, annually. Dividend and
capital gain distributions will be reinvested in additional
shares of the Fund unless you elect to have them paid in
cash. A shareholder may elect to have distributions paid in cash by
calling 1-800-927-4648. Distributions may be taxable as
ordinary income, capital gains, or a combination of the two.
The rate you pay on capital gains distributions may vary
depending on how long the Fund held the securities that
generated the gains. The Fund will advise shareholders annually of the
amount and nature of the dividends paid to them.
Shareholders should also bear in mind that the sale or
exchange of shares may give rise to a taxable event.

WHAT OTHER SERVICES ARE AVAILABLE
FROM THE FUND?

The Fund and PIMCO's Shareholder Services offer several
programs to investors:

*The ability to exchange shares of the Fund for the same
class of shares of any other PIMCO Fund (except PIMCO
International Bond and Emerging Markets Bond II Funds).

*Account and Fund information is available 24 hours
every day through Infolink, PIMCO Funds' audio response
system, by calling 1-800-987-4626.

*Information about PIMCO Funds can be obtained on
PIMCO's Institutional Web site at www.pimco.com.
840 Newport Center Drive, Suite 300
Newport Beach, CA 92660

Phone: 1-800-927-4648
Fax: 1-949-725-6830
PIMCO Infolink Audio Response Network:
1-800-987-4626
Web Site: www.pimco.com.

PIMCO FOREIGN BOND FUND . INSTITUTIONAL CLASS SHARES

<page break>
PIMCO Low Duration Fund
Institutional Class Shares

November 5, 1999

This profile summarizes key information about the Fund that
is included in the Fund's Prospectus. The Fund's Prospectus
includes additional information about the Fund, including a
more detailed description of the risks associated with investing
in the Fund that you may want to consider before you invest. You
may obtain the Prospectus and other information about the Fund at
no cost by calling us at 1-800-927-4648, visiting our Web site at
www.pimco.com, or by contacting your financial intermediary.

PIMCO
FUNDS

<PAGE>

WHAT IS THE FUND'S INVESTMENT OBJECTIVE?

The Fund seeks maximum total return, consistent with
preservation of capital and prudent investment management.

WHAT IS THE FUND'S PRINCIPAL INVESTMENT
STRATEGY?

The Fund seeks to achieve its investment objective by
investing under normal circumstances at least 65% of its
assets in a diversified portfolio of fixed income
instruments of varying maturities. The average portfolio
duration of this Fund normally varies within a one- to
three-year time frame based on PIMCO's forecast for interest
rates.  Duration is a measure of the expected life of a
fixed income security that is used to determine the
sensitivity of the security's price to changes in interest
rates.

The Fund invests primarily in investment grade debt
securities, but may invest up to 10% of its assets in high
yield securities ("junk bonds") rated B or higher by
Moody's or S&P, or, if unrated, determined by PIMCO to be of
comparable quality. The Fund may invest up to 20% of its
assets in securities denominated in foreign currencies, and
may invest beyond this limit in U.S. dollar-denominated
securities of foreign issuers. The Fund will normally hedge
at least 75% of its exposure to foreign currency to reduce
the risk of loss due to fluctuations in currency exchange
rates.

The Fund may invest all of its assets in derivative
instruments, such as options, futures contracts or swap
agreements, or in mortgage- or asset-backed securities. The
Fund typically uses derivatives as a substitute for taking a
position in the underlying asset and/or as part of a
strategy designed to reduce exposure to other risks, such as
interest rate or currency risk. The Fund may lend its
portfolio securities to brokers, dealers and other financial
institutions to earn income. Rather than investing directly
in the securities in which it primarily invests, the Fund
may use other investment techniques to gain exposure to
market movements related to such securities, such as
entering into a series of contracts to buy or sell such
securities. The "total return" sought by the Fund consists
of income earned on the Fund's investments, plus capital
appreciation, if any, which generally arises from decreases
in interest rates or improving credit fundamentals for a
particular sector or security.

Additional information about the Fund's investments is
available in the Fund's annual and semi-annual reports to
shareholders. In the Fund's annual report, you will find a
discussion of the market conditions and investment
strategies that significantly affected the Fund's
performance during its past fiscal year. You may obtain
these reports at no cost by calling us at 1-800-927-4648.

WHAT ARE THE PRINCIPAL RISKS OF INVESTING IN THE FUND?

You could lose money on an investment in the Fund. The
principal risks of investing in the Fund are:

*Interest Rate Risk: As interest rates rise, the value
of fixed income securities in the Fund's portfolio is likely
to decrease.  Securities with longer durations tend to be
more sensitive to changes in interest rates.

*Credit Risk: The Fund could lose money if the issuer or
guarantor of a fixed income security, or the counterparty to
a derivative contract, is unable or unwilling to meet its
financial obligations.

*Market Risk: The value of securities owned by the Fund
may go up or down, sometimes rapidly or unpredictably.
Securities may decline in value due to factors affecting
securities markets generally or particular industries.

*Issuer Risk: The value of a security may decline for a
number of reasons which directly relate to the issuer, such
as management performance, financial leverage and reduced
demand for the issuer's goods or services.

*Derivatives Risk: When the Fund invests in a derivative
instrument, it could lose more than the principal amount
invested. Derivatives are subject to a number of risks, such
as liquidity, interest rate, market, credit and management
risk. They also involve the risk of improper valuation.
Changes in the value of a derivative may not correlate
perfectly with the underlying asset, rate or index.

*Liquidity Risk: Liquidity risk exists when particular
investments are difficult to purchase or sell. The Fund's
investments in illiquid securities may reduce the returns of
the Fund because it may be unable to sell the illiquid
securities at an advantageous time or price.

*Mortgage Risk: Rising interest rates tend to extend the
duration of mortgage-related securities, making them more
sensitive to changes in interest rates. When interest rates
decline, borrowers may pay off their mortgages sooner than
expected. This can reduce the returns of a Fund because the
Fund will have to reinvest that money at the lower
prevailing interest rates.

*Foreign Investment Risk: When the Fund invests in
foreign securities, it may experience more rapid and extreme
changes in value than if it invested exclusively in U.S.
securities. The securities markets of many foreign countries
are relatively small. Reporting, accounting and auditing
standards of foreign countries differ from U.S. standards.
Also, nationalization, expropriation, taxation, political
changes or diplomatic developments could adversely affect
the Fund's investments in a foreign country.

<PAGE>

*Currency Risk: When the Fund invests in securities
denominated in foreign currencies, it is subject to the risk
that those currencies will decline in value relative to the
U.S. Dollar, or, in the case of hedging positions, that the
U.S. Dollar will decline in value relative to the currency
being hedged. Currency rates in foreign countries may
fluctuate significantly over short periods of time for
reasons such as changes in interest rates, government
intervention or political developments. As a result, the
Fund's investments in foreign currency-denominated
securities may reduce the returns of the Fund.

*Leveraging Risk: The Fund may engage in transactions
that give rise to a form of leverage. Leverage may cause the
Fund to sell holdings when it may not be advantageous to do
so. Leverage, including borrowing, will cause the Fund to be
more volatile than if the Fund had not been leveraged.

*Management Risk: There is no guarantee that the
investment techniques and risk analyses applied by PIMCO
will produce the desired results.

HOW HAS THE FUND PERFORMED?

The bar chart and table below provide some indication of the
risks of investing in the Fund by showing changes in its
performance from year to year and by showing how the Fund's
average annual returns compare with the returns of a broad-
based securities market index and an index of similar funds.
The bar chart and table show performance of the Fund's
Institutional Class shares net of fees. Past performance is
no guarantee of future results.

Calendar Year Total Returns

1989	11.60%
1990	9.05%
1991	13.46%
1992	7.69%
1993	7.76%
1994	0.63%
1995	11.93%
1996	6.14%
1997	8.24%
1998	7.16%

During the period shown in the bar chart, the highest
quarterly return was 5.52% (2nd Quarter 1989) and the lowest
quarterly return was -0.32% (1st Quarter 1994). As of
September 30, 1999, the Fund's year-to-date return was
0.84%.

Average Annual Total Returns
for the periods ended September 30,1999

                    		1 year   5 years	10 years
Low Duration Fund,
	Institutional Class  	2.98%	    7.02%	   7.62%
Merrill Lynch 1-3 Year
	Treasury Index1	      3.23%     6.38%      6.83%
Lipper Short Investment
	Grade Debt Fund Avg.2	2.69%	    5.79%	   6.56%

1 The Merrill Lynch 1-3 Year Treasury Index is an unmanaged
index of U.S Treasury obligations having maturities from one
to 2.99 years. It is not possible to invest directly in the
index.

2 The Lipper Short Investment Grade Debt Fund Average is a
total return performance average of Funds tracked by Lipper
Analytical Services, Inc. that invest at least 65% of their
assets in investment-grade debt issues with dollar-weighted
average maturities of less than three years. It does not
take into account sales charges.

WHAT ARE THE FUND'S FEES AND EXPENSES?

These tables describe the fees and expenses you may pay if
you buy and hold Institutional Class shares of the Fund:
Shareholder Fees
(fees paid directly from your investment)	None

Annual Fund Operating Expenses
(expenses that are deducted from Fund assets, shown as a
percentage of average daily net assets)

Advisory Fee	                            0.25%
Distribution (12b-1) and/or Service Fees	    None
Other Expenses1	                            0.18%
Total Annual Operating Expenses	          0.43%

1 Other Expenses reflects a 0.18% Administrative Fee paid by
the class.
Example: The Example is intended to help you compare the
cost of investing in the Fund with the costs of investing in
other mutual funds. The Example assumes that you invest
$10,000 in the Fund for the time periods indicated, and then
redeem all your shares at the end of those periods. The
Example also assumes a 5% return each year, the reinvestment
of all dividends and distributions, and that the Fund's
operating expenses remain the same. Although your actual
costs may be higher or lower, the Example shows what your
costs would be based on these assumptions.

                      	1 year   3 years	  5 years  10 years
Low Duration Fund,
   Institutional Class	   $44     $138      $241      $542

<PAGE>

WHO IS THE FUND'S INVESTMENT ADVISER?

Pacific Investment Management Company (OPIMCOO), a
subsidiary of PIMCO Advisors L.P., serves as investment
adviser to the Fund. PIMCO is an investment management
company founded in 1971, and had over $181 billion in assets
under management as of September 30, 1999. PIMCO manages the
investment and reinvestment of the assets of the Fund and is
responsible for placing orders for the purchase and sale of
the Fund's investments. PIMCO is located at 840 Newport
Center Drive, Newport Beach, CA 92660.

The Fund's portfolio is managed by William H. Gross. A Fixed
Income Portfolio Manager, Mr. Gross is a Managing Director,
Chief Investment Officer and one of the founders of PIMCO.
He has managed the Low Duration Fund since its inception in
May 1987.


HOW DO I BUY FUND SHARES?

The minimum initial investment to open an account directly
with the Fund is $5 million. The minimum initial investment
for a registered investment adviser purchasing Institutional
Class shares for its clients through omnibus accounts is
$250,000. You may purchase Fund shares in one of the
following ways:

*Opening an account by completing and signing a Client
Registration Application, mailing it to us at the address
shown below, and wiring funds. Wiring instructions can be
obtained by calling us at 1-800-927-4648.

*Exchanging Institutional Class shares in any amount
from another PIMCO Funds account.

*Additional purchases in any amount can be made by
calling us at 1-800-927-4648 and wiring funds.

How do I Sell (Redeem) Fund Shares?
You may sell (redeem) all or part of your Fund shares on any
business day. You may sell by:

*Sending a written request by mail to PIMCO Funds.

*Telephone us at 1-800-927-4648 and a Shareholder
Services associate will assist you.

*By sending a fax to our Shareholder Services department
at 1-949-725-6830.

HOW ARE FUND DISTRIBUTIONS
MADE AND TAXED?

The Fund pays dividends to shareholders monthly and pays
realized capital gains, if any, annually. Dividend and
capital gain distributions will be reinvested in additional
shares of the Fund unless you elect to have them paid in
cash. A shareholder may elect to have distributions paid in
cash by calling 1-800-927-4648. Distributions may be taxable
as ordinary income, capital gains, or a combination of the two. The rate
you pay on capital gains distributions may vary depending on
how long the Fund held the securities that generated the
gains. The Fund will advise shareholders annually of the
amount and nature of the dividends paid to them.
Shareholders should also bear in mind that the sale or
exchange of shares may give rise to a taxable event.

WHAT OTHER SERVICES ARE AVAILABLE
FROM THE FUND?

The Fund and PIMCO's Shareholder Services offer several
programs to investors:

*The ability to exchange shares of the Fund for the same
class of shares of any other PIMCO Fund (except PIMCO
International Bond and Emerging Markets Bond II Funds).

*Account and Fund information is available 24 hours
every day through Infolink, PIMCO Funds' audio response
system, by calling 1-800-987-4626.

*Information about PIMCO Funds can be obtained on
PIMCO's Institutional Web site at www.pimco.com.
840 Newport Center Drive, Suite 300
Newport Beach, CA 92660

Phone: 1-800-927-4648
Fax: 1-949-725-6830
PIMCO Infolink Audio Response Network:
1-800-987-4626
Web Site: www.pimco.com

PIMCO LOW DURATION FUND . INSTITUTIONAL CLASS SHARES

<page break>
PIMCO High Yield Fund
Institutional Class Shares

November 5, 1999

This profile summarizes key information about the Fund that
is included in the Fund's Prospectus. The Fund's Prospectus
includes additional information about the Fund, including a
more detailed description of the risks associated with investing
in the Fund that you may want to consider before you invest. You
may obtain the Prospectus and other information about the Fund at no cost
by calling us at 1-800-927-4648, visiting our Web site at
www.pimco.com, or by contacting your financial intermediary.

PIMCO
FUNDS

<PAGE>

WHAT IS THE FUND'S INVESTMENT OBJECTIVE?

The Fund seeks maximum total return, consistent with
preservation of capital and prudent investment management.

WHAT IS THE FUND'S PRINCIPAL INVESTMENT
STRATEGY?

The Fund seeks to achieve its investment objective by
investing under normal circumstances at least 65% of its
assets in a diversified portfolio of high yield securities
(`junk bonds') rated below investment grade but rated at
least B by Moody's or S&P, or, if unrated, determined by
PIMCO to be of comparable quality. The remainder of the
Fund's assets may be invested in investment grade fixed
income instruments. The average portfolio duration of this
Fund normally varies within a two- to six-year time frame
based on PIMCO's forecast for interest rates. Duration is a
measure of the expected life of a fixed income security that
is used to determine the sensitivity of the security's price
to changes in interest rates.  The Fund may not invest in
securities denominated in foreign currencies, but may invest
without limit in U.S. dollar-denominated securities of
foreign issuers.

The Fund may invest up to 15% of its assets in derivative
instruments, such as options, futures contracts or swap
agreements, or in mortgage- or asset-backed securities. The
Fund typically uses derivatives as a substitute for taking a
position in the underlying asset and/or as part of a
strategy designed to reduce exposure to other risks, such as
interest rate or currency risk. The Fund may lend its
portfolio securities to brokers, dealers and other financial
institutions to earn income. Rather than investing directly
in the securities in which it primarily invests, the Fund
may use other investment techniques to gain exposure to
market movements related to such securities, such as
entering into a series of contracts to buy or sell such
securities. The "total return" sought by the Fund consists
of income earned on the Fund's investments, plus capital
appreciation, if any, which generally arises from decreases
in interest rates or improving credit fundamentals for a
particular sector or security.

Additional information about the Fund's investments is
available in the Fund's annual and semi-annual reports to
shareholders. In the Fund's annual report, you will find a
discussion of the market conditions and investment
strategies that significantly affected the Fund's
performance during its past fiscal year. You may obtain
these reports at no cost by calling us at 1-800-927-4648.

WHAT ARE THE PRINCIPAL RISKS OF INVESTING IN THE FUND?

You could lose money on an investment in the Fund. The
principal risks of investing in the Fund are:

*Interest Rate Risk: As interest rates rise, the value
of fixed income securities in the Fund's portfolio is likely
to decrease. Securities with longer durations tend to be
more sensitive to changes in interest rates.

*Credit Risk: The Fund could lose money if the issuer or
guarantor of a fixed income security, or the counterparty to
a derivative contract, is unable or unwilling to meet its
financial obligations.

*High Yield Risk: Because the Fund invests in high yield
securities (commonly known as `junk bonds'), it may be
subject to greater levels of interest rate, credit and
liquidity risk than Funds that do not invest in such
securities. High yield securities are considered
predominately speculative with respect to the issuer's
continuing ability to make principal and interest payments.
An economic downturn or period of rising interest rates
could adversely affect the market for high yield securities
and reduce the Fund's ability to sell its high yield
securities (liquidity risk).

*Market Risk: The value of securities owned by the Fund
may go up or down, sometimes rapidly or unpredictably.
Securities may decline in value due to factors affecting
securities markets generally or particular industries.

*Issuer Risk: The value of a security may decline for a
number of reasons which directly relate to the issuer, such
as management performance, financial leverage and reduced
demand for the issuer's goods or services.

*Liquidity Risk: Liquidity risk exists when particular
investments are difficult to purchase or sell. The Fund's
investments in illiquid securities may reduce the returns of
the Fund because it may be unable to sell the illiquid
securities at an advantageous time or price.

*Derivatives Risk: When the Fund invests in a derivative
instrument, it could lose more than the principal amount
invested. Derivatives are subject to a number of risks, such
as liquidity, interest rate, market, credit and management
risk. They also involve the risk of improper valuation.
Changes in the value of a derivative may not correlate
perfectly with the underlying asset, rate or index.

*Mortgage Risk: Rising interest rates tend to extend the
duration of mortgage-related securities, making them more
sensitive to changes in interest rates. When interest rates
decline, borrowers may pay off their mortgages sooner than
expected. This can reduce the returns of a Fund because the
Fund will have to reinvest that money at the lower
prevailing interest rates.

*Foreign Investment Risk: When the Fund invests in
foreign securities, it may experience more rapid and extreme
changes in value than if it invested exclusively in U.S.
securities. The securities markets of many foreign countries
are relatively

<PAGE>

small. Reporting, accounting and auditing
standards of foreign countries differ from U.S. standards.
Also, nationalization, expropriation, taxation, political
changes or diplomatic developments could adversely affect
the Fund's investments in a foreign country.

*Leveraging Risk: The Fund may engage in transactions
that give rise to a form of leverage. Leverage may cause the
Fund to sell holdings when it may not be advantageous to do
so. Leverage, including borrowing, will cause the Fund to be
more volatile than if the Fund had not been leveraged.

*Management Risk: There is no guarantee that the
investment techniques and risk analyses applied by PIMCO
will produce the desired results.

HOW HAS THE FUND PERFORMED?

The bar chart and table below provide some indication of the
risks of investing in the Fund by showing changes in its
performance from year to year and by showing how the Fund's
average annual returns compare with the returns of a broad-
based securities market index and an index of similar funds.
The bar chart and table show performance of the Fund's
Institutional Class shares net of fees. Past performance is
no guarantee of future results.

Calendar Year Total Returns

1993	18.70%
1994	2.39%
1995	20.68%
1996	11.68%
1997	13.21%
1998	6.54%

During the period shown in the bar chart, the highest
quarterly return was 6.27% (1st Quarter 1993) and the lowest
quarterly return was -1.76%
(3rd Quarter 1998). As of September 30, 1999, the Fund's
year-to-date return was -0.04%.


Average Annual Total Returns
for the periods ended September 30,1999
                                  			Since
                   		1 year   5 years	Inception3
High Yield Fund,
	Institutional Class 	4.68%	   10.61%	 10.75%
Lehman BB Intermediate
	Corporate Index1	      2.46%     9.10%	  8.96%
Lipper High Current Yield
	Fund Avg.2	            4.82%	    8.17%  	  8.58%

1 The Lehman Brothers BB Intermediate Corporate Index is an
unmanaged index comprised of various fixed income securities
rated BB. It is not possible to invest directly in the
index.

2 The Lipper High Current Yield Fund Average is a total
return performance average of Funds tracked by Lipper
Analytical Services, Inc. that aim at high (relative)
current yield from fixed income securities, have no quality
or maturity restrictions, and tend to invest in lower grade
debt issues. It does not take into account sales charges.

3 The Fund began operations on 12/16/92. Index comparisons
began on 12/31/92.

WHAT ARE THE FUND'S FEES AND EXPENSES?

These tables describe the fees and expenses you may pay if
you buy and hold Institutional Class shares of the Fund:

Shareholder Fees
(fees paid directly from your investment)	None

Annual Fund Operating Expenses
(expenses that are deducted from Fund assets, shown as a
percentage of average daily net assets)
Advisory Fee	                             0.25%
Distribution (12b-1) and/or Service Fees	     None
Other Expenses1	                             0.25%
Total Annual Operating Expenses	           0.50%

1 Other Expenses reflects a 0.25% Administrative Fee paid by
the class.

Example: The Example is intended to help you compare the
cost of investing in the Fund with the costs of investing in
other mutual funds. The Example assumes that you invest
$10,000 in the Fund for the time periods indicated, and then
redeem all your shares at the end of those periods. The
Example also assumes a 5% return each year, the reinvestment
of all dividends and distributions, and that the Fund's
operating expenses remain the same. Although your actual
costs may be higher or lower, the Example shows what your
costs would be based on these assumptions.

                      	 1 year   3 years	 5 years   10 years
High Yield Fund,
    Institutional Class   $51       $160    $280	 $628

<PAGE>

WHO IS THE FUND'S INVESTMENT ADVISER?

Pacific Investment Management Company (`PIMCO'), a
subsidiary of PIMCO Advisors L.P., serves as investment
adviser to the Fund. PIMCO is an investment management
company founded in 1971, and had over $181 billion in assets
under management as of September 30, 1999. PIMCO manages the
investment and reinvestment of the assets of the Fund and is
responsible for placing orders for the purchase and sale of
the Fund's investments. PIMCO is located at 840 Newport
Center Drive, Newport Beach, CA 92660.

The Fund's portfolio is managed by Benjamin Trosky. Mr.
Trosky is a Managing Director of PIMCO. He joined PIMCO as a
Portfolio Manager in 1990, and has managed fixed income
accounts for various institutional clients and funds since
that time. He has managed the High Yield Fund since December
1992.

HOW DO I BUY FUND SHARES?

The minimum initial investment to open an account directly
with the Fund is $5 million. The minimum initial investment
for a registered investment adviser purchasing Institutional
Class shares for its clients through omnibus accounts is
$250,000. You may purchase Fund shares in one of the
following ways:

*Opening an account by completing and signing a Client
Registration Application, mailing it to us at the address
shown below, and wiring funds. Wiring instructions can be
obtained by calling us at 1-800-927-4648.

*Exchanging Institutional Class shares in any amount
from another PIMCO Funds account.

*Additional purchases in any amount can be made by
calling us at 1-800-927-4648 and wiring funds.

HOW DO I SELL (REDEEM) FUND SHARES?

You may sell (redeem) all or part of your Fund shares on any
business day. You may sell by:

*Sending a written request by mail to PIMCO Funds.

*Telephone us at 1-800-927-4648 and a Shareholder
Services associate will assist you.

*By sending a fax to our Shareholder Services department
at 1-949-725-6830.

HOW ARE FUND DISTRIBUTIONS
MADE AND TAXED?

The Fund pays dividends to shareholders monthly and pays
realized capital gains, if any, annually. Dividend and
capital gain distributions will be reinvested in additional
shares of the Fund unless you elect to have them paid in
cash. A shareholder may elect to have distributions paid in
cash by calling 1-800-927-4648. Distributions may be taxable
as ordinary income, capital gains, or a combination of the two. The rate
you pay on capital gains distributions may vary depending on
how long the Fund held the securities that generated the
gains. The Fund will advise shareholders annually of the
amount and nature of the dividends paid to them.
Shareholders should also bear in mind that the sale or
exchange of shares may give rise to a taxable event.

WHAT OTHER SERVICES ARE AVAILABLE
FROM THE FUND?

The Fund and PIMCO's Shareholder Services offer several
programs to investors:

*The ability to exchange shares of the Fund for the same
class of shares of any other PIMCO Fund (except PIMCO
International Bond and Emerging Markets Bond II Funds).

*Account and Fund information is available 24 hours
every day through Infolink, PIMCO Funds' audio response
system, by calling 1-800-987-4626.

*Information about PIMCO Funds can be obtained on
PIMCO's Institutional Web site at www.pimco.com.
840 Newport Center Drive, Suite 300
Newport Beach, CA 92660

Phone: 1-800-927-4648
Fax: 1-949-725-6830
PIMCO Infolink Audio Response Network:
1-800-987-4626
Web Site: www.pimco.com

PIMCO HIGH YIELD FUND . INSTITUTIONAL CLASS SHARES


<page break>
PIMCO Total Return Fund
Institutional Class Shares

November 5, 1999

This profile summarizes key information about the Fund that
is included in the Fund's Prospectus. The Fund's Prospectus
includes additional information about the Fund, including a
more detailed description of the risks associated with investing
in the Fund that you may want to consider before you invest. You
may obtain the Prospectus and other information about the Fund at
no cost by calling us at 1-800-927-4648, visiting our Web site at
www.pimco.com, or by contacting your financial intermediary.


PIMCO
FUNDS

<PAGE>

WHAT IS THE FUND'S INVESTMENT OBJECTIVE?

The Fund seeks maximum total return, consistent with
preservation of capital and prudent investment management.

WHAT IS THE FUND'S PRINCIPAL INVESTMENT
STRATEGY?

The Fund seeks to achieve its investment objective by
investing under normal circumstances at least 65% of its
assets in a diversified portfolio of fixed income
instruments of varying maturities. The average portfolio
duration of this Fund normally varies within a three- to
six-year time frame based on PIMCO's forecast for interest
rates. Duration is a measure of the expected life of a fixed
income security that is used to determine the sensitivity of
the security's price to changes in interest rates.

The Fund invests primarily in investment grade debt
securities, but may invest up to 10% of its assets in high
yield securities ("junk bonds") rated B or higher by
Moody's or S&P, or, if unrated, determined by PIMCO to be of
comparable quality. The Fund may invest up to 20% of its
assets in securities denominated in foreign currencies, and
may invest beyond this limit in U.S. dollar-denominated
securities of foreign issuers. The Fund will normally hedge
at least 75% of its exposure to foreign currency to reduce
the risk of loss due to fluctuations in currency exchange rates.

The Fund may invest all of its assets in derivative
instruments, such as options, futures contracts or swap
agreements, or in mortgage- or asset-backed securities. The
Fund typically uses derivatives as a substitute for taking a
position in the underlying asset and/or as part of a
strategy designed to reduce exposure to other risks, such as
interest rate or currency risk. The Fund may lend its
portfolio securities to brokers, dealers and other financial
institutions to earn income. Rather than investing directly
in the securities in which it primarily invests, the Fund
may use other investment techniques to gain exposure to
market movements related to such securities, such as
entering into a series of contracts to buy or sell such
securities. The "total return" sought by the Fund consists
of income earned on the Fund's investments, plus capital
appreciation, if any, which generally arises from decreases
in interest rates or improving credit fundamentals for a
particular sector or security.

Additional information about the Fund's investments is
available in the Fund's annual and semi-annual reports to
shareholders. In the Fund's annual report, you will find a
discussion of the market conditions and investment
strategies that significantly affected the Fund's
performance during its past fiscal year. You may obtain
these reports at no cost by calling us at 1-800-927-4648.

WHAT ARE THE PRINCIPAL RISKS OF INVESTING IN THE FUND?

You could lose money on an investment in the Fund. The
principal risks of investing in the Fund are:

*Interest Rate Risk: As interest rates rise, the value
of fixed income securities in the Fund's portfolio is likely
to decrease. Securities with longer durations tend to be
more sensitive to changes in interest rates.

*Credit Risk: The Fund could lose money if the issuer or
guarantor of a fixed income security, or the counterparty to
a derivative contract, is unable or unwilling to meet its
financial obligations.

*Market Risk: The value of securities owned by the Fund
may go up or down, sometimes rapidly or unpredictably.
Securities may decline in value due to factors affecting
securities markets generally or particular industries.

*Issuer Risk: The value of a security may decline for a
number of reasons which directly relate to the issuer, such
as management performance, financial leverage and reduced
demand for the issuer's goods or services.

*Derivatives Risk: When the Fund invests in a derivative
instrument, it could lose more than the principal amount
invested. Derivatives are subject to a number of risks, such
as liquidity, interest rate, market, credit and management
risk. They also involve the risk of improper valuation.
Changes in the value of a derivative may not correlate
perfectly with the underlying asset, rate or index.

*Liquidity Risk: Liquidity risk exists when particular
investments are difficult to purchase or sell. The Fund's
investments in illiquid securities may reduce the returns of
the Fund because it may be unable to sell the illiquid
securities at an advantageous time or price.

*Mortgage Risk: Rising interest rates tend to extend the
duration of mortgage-related securities, making them more
sensitive to changes in interest rates. When interest rates
decline, borrowers may pay off their mortgages sooner than
expected. This can reduce the returns of a Fund because the
Fund will have to reinvest that money at the lower
prevailing interest rates.

*Foreign Investment Risk: When the Fund invests in
foreign securities, it may experience more rapid and extreme
changes in value than if it invested exclusively in U.S.
securities. The securities markets of many foreign countries
are relatively small. Reporting, accounting and auditing
standards of foreign countries differ from U.S. standards.
Also, nationalization, expropriation, taxation, political
changes or diplomatic developments could adversely affect
the Fund's investments in a foreign country.

<PAGE>

*Currency Risk: When the Fund invests in securities
denominated in foreign currencies, it is subject to the risk
that those currencies will decline in value relative to the
U.S. Dollar, or, in the case of hedging positions, that the
U.S. Dollar will decline in value relative to the currency
being hedged. Currency rates in foreign countries may
fluctuate significantly over short periods of time for
reasons such as changes in interest rates, government
intervention or political developments. As a result, the
Fund's investments in foreign currency-denominated
securities may reduce the returns of the Fund.

*Leveraging Risk: The Fund may engage in transactions
that give rise to a form of leverage. Leverage may cause the
Fund to sell holdings when it may not be advantageous to do
so. Leverage, including borrowing, will cause the Fund to be
more volatile than if the Fund had not been leveraged.

*Management Risk: There is no guarantee that the
investment techniques and risk analyses applied by PIMCO
will produce the desired results.

HOW HAS THE FUND PERFORMED?

The bar chart and table below provide some indication of the
risks of investing in the Fund by showing changes in its
performance from year to year and by showing how the Fund's
average annual returns compare with the returns of a broad-
based securities market index and an index of similar funds.
The bar chart and table show performance of the Fund's
Institutional Class shares net of fees. Past performance is
no guarantee of future results.

Calendar Year Total Returns

1989	14.24%
1990	8.05%
1991	19.55%
1992	9.73%
1993	12.51%
1994	-3.58%
1995	19.77%
1996	4.69%
1997	10.16%
1998	9.76%

During the period shown in the bar chart, the highest
quarterly return was 8.26% (2nd Quarter 1989) and the lowest
quarterly return was -2.69% (1st Quarter 1994). As of
September 30, 1999, the Fund's year-to-date return was
0.82%.

Average Annual Total Returns
for the periods ended September 30,1999
                      		1 year   5 years	10 years
Total Return Fund,
	Institutional Class   	0.00%     8.58%     9.18%
Lehman Brothers
	Aggregate Bond Index1	-0.37%    7.84%	  8.10%
Lipper Intermediate Investment
	Grade Debt Fund Avg.2	-1.02%    6.89%	  7.32%

1 The Lehman Brothers Aggregate Bond Index is an unmanaged
index of investment grade, U.S. dollar-denominated fixed
income securities of domestic issuers having a maturity of
two to ten years. It is not possible to invest directly in
the index.

2 The Lipper Intermediate Investment Grade Debt Fund Average
is a total return performance average of Funds tracked by
Lipper Analytical Services, Inc. that invest at least 65% of
their assets in investment-grade debt issues with dollar-
weighted average maturities of five to ten years. It does
not take into account sales charges.

WHAT ARE THE FUND'S FEES AND EXPENSES?

These tables describe the fees and expenses you may pay if
you buy and hold Institutional Class shares of the Fund:

Shareholder Fees
(fees paid directly from your investment)	None

Annual Fund Operating Expenses
(expenses that are deducted from Fund assets, shown as a
percentage of average daily net assets)
Advisory Fee	                             0.25%
Distribution (12b-1) and/or Service Fees	     None
Other Expenses1	                             0.18%
Total Annual Operating Expenses	           0.43%

1 Other Expenses reflects a 0.18% Administrative Fee paid by
the class.

Example: The Example is intended to help you compare the
cost of investing in the Fund with the costs of investing in
other mutual funds. The Example assumes that you invest
$10,000 in the Fund for the time periods indicated, and then
redeem all your shares at the end of those periods. The
Example also assumes a 5% return each year, the reinvestment
of all dividends and distributions, and that the Fund's
operating expenses remain the same. Although your actual
costs may be higher or lower, the Example shows what your
costs would be based on these assumptions.

                        1 year   3 years	5 years   10 years
Total Return Fund,
   Institutional Class    $44	   $138	  $241    	$542


<PAGE>

WHO IS THE FUND'S INVESTMENT ADVISER?

Pacific Investment Management Company (`PIMCO'), a
subsidiary of PIMCO Advisors L.P., serves as investment
adviser to the Fund. PIMCO is an investment management
company founded in 1971, and had over $181 billion in assets
under management as of September 30, 1999. PIMCO manages the
investment and reinvestment of the assets of the Fund and is
responsible for placing orders for the purchase and sale of
the Fund's investments. PIMCO is located at 840 Newport
Center Drive, Newport Beach, CA 92660.

The Fund's portfolio is managed by William H. Gross. A Fixed
Income Portfolio Manager, Mr. Gross is a Managing Director,
Chief Investment Officer and one of the founders of PIMCO.
He has managed the Total Return Fund since its inception on
May 11, 1987.

HOW DO I BUY FUND SHARES?

The minimum initial investment to open an account directly
with the Fund is $5 million. The minimum initial investment
for a registered investment adviser purchasing Institutional
Class shares for its clients through omnibus accounts is
$250,000. You may purchase Fund shares in one of the
following ways:

*Opening an account by completing and signing a Client
Registration Application, mailing it to us at the address
shown below, and wiring funds. Wiring instructions can be
obtained by calling us at 1-800-927-4648.

*Exchanging Institutional Class shares in any amount
from another PIMCO Funds account.

*Additional purchases in any amount can be made by
calling us at 1-800-927-4648 and wiring funds.

HOW DO I SELL (REDEEM) FUND SHARES?

You may sell (redeem) all or part of your Fund shares on any
business day. You may sell by:

*Sending a written request by mail to PIMCO Funds.

*Telephone us at 1-800-927-4648 and a Shareholder
Services associate will assist you.

*By sending a fax to our Shareholder Services department
at 1-949-725-6830.

HOW ARE FUND DISTRIBUTIONS
MADE AND TAXED?

The Fund pays dividends to shareholders monthly and pays
realized capital gains, if any, annually. Dividend and
capital gain distributions will be reinvested in additional
shares of the Fund unless you elect to have them paid in
cash. A shareholder may elect to have distributions paid in
cash by calling 1-800-927-4648. Distributions may be taxable
as ordinary income, capital gains, or a combination of the two. The rate
you pay on capital gains distributions may vary depending
on how long the Fund held the securities that generated the
gains. The Fund will advise shareholders annually of the
amount and nature of the dividends paid to them.
Shareholders should also bear in mind that the sale or
exchange of shares may give rise to a taxable event.

WHAT OTHER SERVICES ARE AVAILABLE
FROM THE FUND?

The Fund and PIMCO's Shareholder Services offer several
programs to investors:

*The ability to exchange shares of the Fund for the same
class of shares of any other PIMCO Fund (except PIMCO
International Bond and Emerging Markets Bond II Funds).

*Account and Fund information is available 24 hours
every day through Infolink, PIMCO Funds' audio response
system, by calling 1-800-987-4626.

*Information about PIMCO Funds can be obtained on
PIMCO's Institutional Web site at www.pimco.com.
840 Newport Center Drive, Suite 300
Newport Beach, CA 92660

Phone: 1-800-927-4648
Fax: 1-949-725-6830
PIMCO Infolink Audio Response Network:
1-800-987-4626
Web Site: www.pimco.com

PIMCO TOTAL RETURN FUND . INSTITUTIONAL CLASS SHARES

<page break>
PIMCO StocksPLUS Fund
Institutional Class Shares

November 5, 1999

This profile summarizes key information about the Fund that
is included in the Fund's Prospectus. The Fund's Prospectus
includes additional information about the Fund, including a
more detailed description of the risks associated with investing
in the Fund that you may want to consider before you invest. You
may obtain the Prospectus and other information about the Fund at
no cost by calling us at 1-800-927-4648, visiting our Web site at
www.pimco.com, or by contacting your financial intermediary.


PIMCO
FUNDS

<PAGE>

WHAT IS THE FUND'S INVESTMENT OBJECTIVE?

The Fund seeks total return which exceeds that of the S&P
500.

WHAT IS THE FUND'S PRINCIPAL INVESTMENT
STRATEGY?

The Fund seeks to exceed the total return of the S&P 500 by
investing under normal circumstances substantially all of
its assets in S&P 500 derivatives, backed by a portfolio of
fixed income instruments. The Fund may invest in common
stocks, options, futures, options on futures and swaps. The
Fund uses S&P 500 derivatives in addition to or in place of
S&P 500 stocks to attempt to equal or exceed the performance
of the S&P 500. The value of S&P 500 derivatives closely
track changes in the value of the index. However, S&P 500
derivatives may be purchased with a fraction of the assets
that would be needed to purchase the equity securities
directly, so that the remainder of the assets may be
invested in fixed income instruments. PIMCO actively manages
the fixed income assets held by the Fund with a view toward
enhancing the Fund's total return, subject to an overall
portfolio duration which is normally not expected to exceed
one year. Duration is a measure of the expected life of a
fixed income security that is used to determine the
sensitivity of the security's price to changes in interest
rates.

The S&P 500 is composed of 500 selected common stocks that
represent approximately two-thirds of the total market value
of all U.S. common stocks. The Fund is neither sponsored by
nor affiliated with S&P. The Fund seeks to remain invested
in S&P 500 derivatives or S&P 500 stocks even when the S&P
500 is declining.

Though the Fund does not normally invest directly in S&P 500
securities, when S&P 500 derivatives appear to be overvalued
relative to the S&P 500, the Fund may invest all of its
assets in a `basket' of S&P 500 stocks. Individual stocks
are selected based on an analysis of the historical
correlation between the return of every S&P 500 stock and
the return on the S&P 500 itself. PIMCO may employ
fundamental analysis of factors such as earnings and
earnings growth, price to earnings ratio, dividend growth,
and cash flows to choose among stocks that satisfy the
correlation tests. Stocks chosen for the Fund are not
limited to those with any particular weighting in the S&P
500.

Assets not invested in equity securities or derivatives may
be invested in fixed income instruments. The Fund may invest
up to 10% of its assets in high yield securities (`junk
bonds') rated B or higher by Moody's or S&P, or, if unrated,
determined by PIMCO to be of comparable quality. The Fund
may invest up to 20% of its assets in securities denominated
in foreign currencies and may invest beyond this limit in
U.S. dollar denominated securities of foreign issuers. The
Fund will normally hedge at least 75% of its exposure to
foreign currency to reduce the risk of loss due to
fluctuations in currency exchange rates. In addition, the
Fund may lend its portfolio securities to brokers, dealers
and other financial institutions to earn income.

Additional information about the Fund's investments is
available in the Fund's annual and semi-annual reports to
shareholders. In the Fund's annual report, you will find a
discussion of the market conditions and investment
strategies that significantly affected the Fund's
performance during its past fiscal year. You may obtain
these reports at no cost by calling us at
1-800-927-4648.

WHAT ARE THE PRINCIPAL RISKS OF INVESTING IN THE FUND?

You could lose money on an investment in the Fund. The
principal risks of investing in the Fund are:

*Market Risk: The value of securities owned by the Fund
may go up or down, sometimes rapidly or unpredictably.
Securities may decline in value due to factors affecting
securities markets generally or particular industries.
Equity securities generally have greater price volatility
than fixed income securities. Under certain conditions,
generally in a market where the value of both S&P 500
derivatives and fixed income securities are declining, the
Fund may experience greater losses than would be the case if
it invested directly in a portfolio of S&P 500 stocks.

*Issuer Risk: The value of a security may decline for a
number of reasons which directly relate to the issuer, such
as management performance, financial leverage and reduced
demand for the issuer's goods or services.

*Derivatives Risk: When the Fund invests in a derivative
instrument, it could lose more than the principal amount
invested. Derivatives are subject to a number of risks, such
as liquidity, interest rate, market, credit and management
risk. They also involve the risk of improper valuation.
Changes in the value of a derivative may not correlate
perfectly with the underlying asset, rate or index.

*Credit Risk: The Fund could lose money if the issuer or
guarantor of a fixed income security, or the counterparty to
a derivative contract, is unable or unwilling to meet its
financial obligations.

*Interest Rate Risk: As interest rates rise, the value
of fixed income securities in the Fund's portfolio is likely
to decrease. Securities with longer durations tend to be
more sensitive to changes in interest rates.

*Liquidity Risk: Liquidity risk exists when particular
investments are difficult to purchase or sell. The Fund's
investments in illiquid securities may reduce the returns of
the Fund because it may be unable to sell the illiquid
securities at an advantageous time or price.

*Foreign Investment Risk: When the Fund invests in
foreign securities, it may experience more rapid and extreme
changes in value than if it invested exclusively in U.S.
securities. The securities markets of many foreign countries
are relatively small. Reporting, accounting and auditing
standards of foreign countries differ from U.S. standards.
Also, nationalization, expropriation, taxation,

<PAGE>
political changes or diplomatic developments could adversely
affect the Fund's investments in a foreign country.

*Currency Risk: When the Fund invests in securities
denominated in foreign currencies, it is subject to the risk
that those currencies will decline in value relative to the
U.S. Dollar, or, in the case of hedging positions, that the
U.S. Dollar will decline in value relative to the currency
being hedged. Currency rates in foreign countries may
fluctuate significantly over short periods of time for
reasons such as changes in interest rates, government
intervention or political developments. As a result, the
Fund's investments in foreign currency-denominated
securities may reduce the returns of the Fund.

*Mortgage Risk: Rising interest rates tend to extend the
duration of mortgage-related securities, making them more
sensitive to changes in interest rates. When interest rates
decline, borrowers may pay off their mortgages sooner than
expected. This can reduce the returns of a Fund because the
Fund will have to reinvest that money at the lower
prevailing interest rates.

*Leveraging Risk: The Fund may engage in transactions
that give rise to a form of leverage. Leverage may cause the
Fund to sell holdings when it may not be advantageous to do
so. Leverage, including borrowing, will cause the Fund to be
more volatile than if the Fund had not been leveraged.

*Management Risk: There is no guarantee that the
investment techniques and risk analyses applied by PIMCO
will produce the desired results.

HOW HAS THE FUND PERFORMED?

The bar chart and table below provide some indication of the
risks of investing in the Fund by showing changes in its
performance from year to year and by showing how the Fund's
average annual returns compare with the returns of a broad-
based securities market index and an index of similar funds.
The bar chart and table show performance of the Fund's
Institutional Class shares net of fees. Past performance is
no guarantee of future results.

Calendar Year Total Returns

1994	2.92%
1995	40.52%
1996	23.07%
1997	32.85%
1998	28.33%

During the period shown in the bar chart, the highest
quarterly return was 21.45% (4th Quarter 1998) and the
lowest quarterly return was -9.77% (3rd Quarter 1998). As of
September 30, 1999, the end of the most recent calendar
quarter, the Fund's year-to-date return was -5.90%.
Average Annual Total Returns
for the periods ended September 30,1999
                                   			     Since
	                    	1 year	5 years    Inception3
StocksPLUS Fund,
	Institutional Class	 27.55%	 25.31%	 21.51%
S&P 500 Index1	             27.81% 	 25.03%	 20.72%
Lipper Growth and Income
	Fund Avg.2	             20.61%      18.78% 	 15.82%

1 The Standard & Poor's 500 Composite Stock Price Index is
an unmanaged index of common stocks. It is not possible to
invest directly in the index.

2 The Lipper Growth & Income Fund Average is a total return
performance average of Funds tracked by Lipper Analytical
Services, Inc. that combine a growth-of-earnings orientation
and an income requirement for level and/or rising dividends.
It does not take into account sales charges.

3 The Fund began operations on 5/13/93. Index comparisons
began on 4/30/93.

WHAT ARE THE FUND'S FEES AND EXPENSES?

These tables describe the fees and expenses you may pay if
you buy and hold Institutional Class shares of the Fund:

Shareholder Fees
(fees paid directly from your investment)	None
Annual Fund Operating Expenses
(expenses that are deducted from Fund assets, shown as a
percentage of average daily net assets)
Advisory Fee	                             0.40%
Distribution (12b-1) and/or Service Fees	     None
Other Expenses1	                             0.25%
Total Annual Operating Expenses	           0.65%

1 Other Expenses reflects a 0.25% Administrative Fee paid by
the class.

Example: The Example is intended to help you compare the
cost of investing in the Fund with the costs of investing in
other mutual funds. The Example assumes that you invest
$10,000 in the Fund for the time periods indicated, and then
redeem all your shares at the end of those periods. The
Example also assumes a 5% return each year, the reinvestment
of all dividends and distributions, and that the Fund's
operating expenses remain the same. Although your actual
costs may be higher or lower, the Example shows what your
costs would be based on these assumptions.

                    	1 year   3 years	5 years   10 years
StocksPLUS Fund,
   Institutional Class	 $66      $208   	 $362   	$810


<PAGE>

WHO IS THE FUND'S INVESTMENT ADVISER?

Pacific Investment Management Company ("PIMCO"), a
subsidiary of PIMCO Advisors L.P., serves as investment
adviser to the Fund. PIMCO is an investment management
company founded in 1971, and had over $181 billion in assets
under management as of September 30, 1999. PIMCO manages the
investment and reinvestment of the assets of the Fund and is
responsible for placing orders for the purchase and sale of
the Fund's investments. PIMCO is located at 840 Newport
Center Drive, Newport Beach, CA 92660.

The Fund's portfolio is managed by a team led by William H.
Gross. Mr. Gross is a Managing Director, Chief Investment
Officer and one of the founders of PIMCO and he has managed
fixed income accounts for various institutional clients and
funds for over 25 years. He has led the team managing the
StocksPLUS Fund since January, 1998.


HOW DO I BUY FUND SHARES?

The minimum initial investment to open an account directly
with the Fund is $5 million. The minimum initial investment
for a registered investment adviser purchasing Institutional
Class shares for its clients through omnibus accounts is
$250,000. You may purchase Fund shares in one of the
following ways:

*Opening an account by completing and signing a Client
Registration Application, mailing it to us at the address
shown below, and wiring funds. Wiring instructions can be
obtained by calling us at 1-800-927-4648.

*Exchanging Institutional Class shares in any amount
from another PIMCO Funds account.

*Additional purchases in any amount can be made by
calling us at 1-800-927-4648 and wiring funds.

HOW DO I SELL (REDEEM) FUND SHARES?

You may sell (redeem) all or part of your Fund shares on any
business day. You may sell by:

*Sending a written request by mail to PIMCO Funds.

*Telephone us at 1-800-927-4648 and a Shareholder
Services associate will assist you.

*By sending a fax to our Shareholder Services department
at 1-949-725-6830.

HOW ARE FUND DISTRIBUTIONS
MADE AND TAXED?

The Fund pays dividends to shareholders quarterly and pays
realized capital gains, if any, annually. Dividend and
capital gain distributions will be reinvested in additional
shares of the Fund unless you elect to have them paid in
cash. A shareholder may elect to have distributions paid in
cash by calling 1-800-927-4648. Distributions may be taxable
as ordinary income, capital gains, or a combination of the two. The rate
you pay on capital gains distributions may vary depending on
how long the Fund held the securities that generated the
gains. The Fund will advise shareholders annually of the
amount and nature of the dividends paid to them.
Shareholders should also bear in mind that the sale or
exchange of shares may give rise to a taxable event.

WHAT OTHER SERVICES ARE AVAILABLE
FROM THE FUND?

The Fund and PIMCO's Shareholder Services offer several
programs to investors:

*The ability to exchange shares of the Fund for the same
class of shares of any other PIMCO Fund (except PIMCO
International Bond and Emerging Markets Bond II Funds).

*Account and Fund information is available 24 hours
every day through Infolink, PIMCO Funds' audio response
system, by calling 1-800-987-4626.

*Information about PIMCO Funds can be obtained on
PIMCO's Institutional Web site at www.pimco.com.
840 Newport Center Drive, Suite 300
Newport Beach, CA 92660

Phone: 1-800-927-4648
Fax: 1-949-725-6830
PIMCO Infolink Audio Response Network:
1-800-987-4626
Web Site: www.pimco.com

PIMCO STOCKSPLUS FUND . INSTITUTIONAL CLASS FUND



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