<PAGE>
THE BEAR STEARNS FUNDS
S&P STARS Portfolio
SUPPLEMENT TO PROSPECTUS DATED
SEPTEMBER 1, 1995
The Master Series is permitted
to invest in put options in re-
spect of specific securities (or
groups or "baskets" of specific
securities) in which the Master
Series may invest. A put option
gives the purchaser of the op-
tion the right to sell, and ob-
ligates the writer to buy, the
underlying security at the exer-
cise price at any time during
the option period. See also,
"Description of the STARS Port-
folio--Management Policies--In-
vestment Techniques," "Descrip-
tion of the STARS Portfolio--
Risk Factors--Certain Investment
Techniques" and "Appendix--In-
vestment Techniques--Options
Transactions."
