BEAR STEARNS FUNDS
497, 1996-06-21
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                               S&P STARS Portfolio

                         Supplement to Prospectus dated

                                  June 20, 1996

                                 FOR USE IN OHIO

The following supplements and should be read in conjunction with the disclosure
contained in the STARS Portfolio's Prospectus under the caption "Description of
the STARS Portfolio."

The STARS Portfolio may use investment techniques, such as leverage through
borrowing, which involve greater risk than that incurred by many other funds
with similar objectives that do not engage in such techniques.



                                The Bear Stearns
                                      Funds

                            The Insiders Select Fund

                         Supplement to Prospectus dated

                                  June 20, 1996

                               FOR USE IN MISSOURI

The following supplements and should be read in conjunction with the disclosure
contained in the Fund's Prospectus under the caption "Description of the Fund."

The Insiders Select Fund may use investment techniques, such as short selling,
which involve greater risk than that incurred by many other funds with similar
objectives that do not engage in such techniques.

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                                The Bear Stearns
                                      Funds

                            The Insiders Select Fund

                         Supplement to Prospectus dated

                                  June 20, 1996

                                 FOR USE IN OHIO

The following supplements and should be read in conjunction with the disclosure
contained in the Fund's Prospectus under the caption "Description of the Fund."

The Insiders Select Fund may use investment techniques, such as leverage through
borrowing, which involve greater risk than that incurred by many other funds
with similar objectives that do not engage in such techniques.


                                The Bear Stearns
                                      Funds

                                Large Cap Value,
                               Small Cap Value and
                                  Total Return
                                 Bond Portfolios

                         Supplement to Prospectus dated

                                  June 20, 1996

                                 FOR USE IN OHIO

The following supplements and should be read in conjunction with the disclosure
contained in the Fund's Prospectus under the caption "Description of the Fund."

Each Portfolio may use investment techniques, such as leverage through
borrowing, which involve greater risk than that incurred by many other funds
with similar objectives that do not engage in such techniques.


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