PIMCO FUNDS EQUITY ADVISORS SERIES
497, 1996-10-31
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            PIMCO FUNDS:  EQUITY ADVISORS SERIERS
                              
            Supplement dated October 31, 1996 to
             Prospectus dated September 15, 1996

     On September 17, 1996, the Board of Trustees of PIMCO
Funds:  Equity Advisors Series (the "Trust") approved the
reorganization of some of the funds of PIMCO Advisors Funds
("PAF"), an affiliated management investment company, into
the Trust.  Certain PAF funds will be acquired intact and
become new Funds of the Trust.  Two Funds of the Trust, the
NFJ Diversified Low P/E and the Cadence Mid Cap Growth, will
be combined with funds to be acquired from PAF.  The
remaining Funds of the Trust will not be combined with PAF
funds, and therefore will not be directly affected by the
reorganization.  The current Adviser and Portfolio Managers
will continue to manage their respective Funds following the
reorganization.

     The reorganization and certain related proposals are
subject to a number of conditions, including receipt of
various shareholder approvals.  It is expected that the
reorganization will be completed in January 1997.

INVESTORS SHOULD RETAIN THIS SUPPLEMENT FOR FUTURE REFERENCE


































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