NEUBERGER BERMAN EQUITY TRUST
497, 1999-05-19
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NEUBERGER BERMAN GENESIS TRUST

        SUPPLEMENT TO THE PROSPECTUS DATED DECEMBER 30, 1998



I.      As of June 1, 1999, the fund is open to new investors.

II.     THE FOLLOWING  DISCLOSURE IS ADDED TO THE SIDEBAR ENTITLED "OTHER RISKS"
        IN 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.



<PAGE>

NEUBERGER BERMAN NYCDC SOCIALLY RESPONSIVE TRUST

        SUPPLEMENT TO THE PROSPECTUS DATED DECEMBER 30, 1998

I.      THE LAST  SENTENCE  OF THE THIRD  PARAGRAPH  UNDER THE  HEADING  "GOAL &
        STRATEGY" ON PAGE 3 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.


II.     THE FOLLOWING  DISCLOSURE IS ADDED TO THE SIDEBAR ENTITLED "OTHER RISKS"
        ON PAGE 4 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.



<PAGE>



NEUBERGER BERMAN NYCDC SOCIALLY RESPONSIVE TRUST

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

I.      THE  FOLLOWING  DISCLOSURE  IS ADDED TO THE  SECTION  ENTITLED  "FUTURES
        CONTRACTS AND OPTIONS THEREON":
        
        The Portfolio may purchase and sell stock index futures  contracts,  and
may  purchase  and sell options  thereon.  For  purposes of managing  cash flow,
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.

II.     THE  FOLLOWING  DISCLOSURE  IS  ADDED  TO THE  STATEMENT  OF  ADDITIONAL
        INFORMATION UNDER THE HEADING "FUTURES,  OPTIONS ON FUTURES,  OPTIONS ON
        SECURITIES,   FORWARD  CONTRACTS,  AND  OPTIONS  ON  FOREIGN  CURRENCIES
        (COLLECTIVELY, `FINANCIAL INSTRUMENTS')":
        
PUT AND CALL OPTIONS ON SECURITIES INDICES.  For purposes of managing cash flow,
the  Portfolio  may  purchase  put and call  options  on  securities  indices to
increase the Portfolio's exposure to the performance of a recognized  securities
index, such as the S&P 500 Index.

        Unlike a securities option, which gives the holder the right to purchase
or sell a specified  security at a specified  price,  an option on a  securities
index gives the holder the right to receive a cash "exercise  settlement amount"
equal to (1) the  difference  between the  exercise  price of the option and the
value of the underlying  securities index on the exercise date (2) multiplied by
a fixed "index  multiplier." A securities  index  fluctuates with changes in the
market values of the securities included in the index.  Options on stock indices
are currently traded on the Chicago Board Options  Exchange,  the New York Stock
Exchange  ("NYSE"),  the  American  Stock  Exchange,  and other U.S. and foreign
exchanges.

        Securities index options have characteristics and risks similar to those
of securities options, as discussed herein.

POLICIES AND LIMITATIONS.  For purposes of managing cash flow, the Portfolio may
purchase put and call options on securities  indices to increase the Portfolio's
exposure to the performance of a recognized  securities  index,  such as the S&P
500 Index.  All  securities  index options  purchased by the  Portfolio  will be
listed and traded on an exchange.

III.    The   following   section  is  added  to  the  Statement  of  Additional
        Information:
  
OTHER  INVESTMENT  COMPANIES.  The Portfolio at times may invest in  instruments
structured as  investment  companies to gain  exposure to the  performance  of a
recognized securities index, such as the S&P "500" Index.

<PAGE>


        As a shareholder in an investment company,  the Portfolio would bear its
pro rata share of that investment company's expenses.  Investment in other funds
may involve the payment of substantial premiums above the value of such issuer's
portfolio  securities.  The  Portfolio  does not  intend to invest in such funds
unless,  in the  judgment  of NB  Management,  the  potential  benefits  of such
investment justify the payment of any applicable premium or sales charge.

POLICIES AND  LIMITATIONS.  The  Portfolio's  investment  in such  securities is
limited to (i) 3% of the total voting stock of any one investment company,  (ii)
5% of the  Portfolio's  total assets with respect to any one investment  company
and (iii) 10% of the Portfolio's total assets in the aggregate.

This Supplement is dated May 26, 1999.

<PAGE>

NEUBERGER BERMAN
EQUITY TRUSTS

        SUPPLEMENT TO THE PROSPECTUS DATED DECEMBER 30, 1998

I.      NEUBERGER BERMAN  INTERNATIONAL  TRUST: 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 TRUST: AS OF JUNE 1, 1999, THE FUND IS OPEN TO
        NEW INVESTORS.

III.    NEUBERGER  BERMAN SOCIALLY  RESPONSIVE  TRUST:  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  TRUSTS:  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 TRUSTS


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



<PAGE>


                  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


<PAGE>


Source: Frank Russell, Investment Technologies, Callan Assoc., Neuberger Berman,
LLC Dec. 31, 1985 is the inception date of the Russell Mid-Cap Value Index.

Footnotes:

<PAGE>


*The Russell Midcap(TRADEMARK) Value Index measures the performance of those
Russell Midcap(TM) 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(R) 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>


DC-308688.02
                  Russell 2000  S&P 500  Difference
                  ------------  -------  ----------
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 500     R2000
                                -------     -----   
            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(R) Index is an unmanaged index consisting of the securities of
the 2,000 issuers having the smallest capitalization in the Russell 3000(R)
Index, representing approximately 11% of the Russell 3000 total market
capitalization. The smallest company's market capitalization is roughly $222


<PAGE>


million. The Russell 3000(R) 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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