The following supplement replaces in its entirety the previously filed
supplement dated November 18, 1996.

                           THE OMNI INVESTMENT FUND
                    SUPPLEMENT DATED DECEMBER 17, 1996, TO
                      PROSPECTUS DATED APRIL 30, 1996


     On November 18, 1996, the current investment adviser of The Omni
Investment Fund (the "FUND"), Perkins, Wolf, McDonnell & Company ("PWM"), and
Berger Associates, Inc. ("BERGER"), entered into an agreement (the "NOVEMBER
18 AGREEMENT") which proposes that Berger will become the Fund's investment
adviser under a new Investment Advisory Agreement, and that PWM will become
sub-adviser to the Fund under a new Sub-Advisory Agreement.  No change is
contemplated in the investment advisory personnel responsible for day-to-day
management of the Fund's investments or in the Fund's investment objective or
approach. 

     ADVISORY AGREEMENTS.  The proposed new Investment Advisory Agreement with
Berger would result in a reduction of the advisory fee payable by the Fund
from the annual rate of 1.00% to 0.90% of the Fund's average daily net assets. 
Under the proposed new Sub-Advisory Agreement, PWM would continue with its
day-to-day portfolio management of the Fund and Berger would pay PWM a fee at
an annual rate of 0.90% of the first $75 million of the Fund's average daily
net assets, 0.50% of the next $125 million, and 0.20% of any excess.  No part
of the sub-advisory fee would be borne by the Fund.

     NEW FUND OFFICERS AND TRUSTEES.  The November 18 Agreement also proposes
that the number of trustees of the Fund be increased from 5 to 10 and that the
trustees and officers of  other funds advised by Berger would become the new
trustees and officers of the Fund. 

     NEW CLASS.  The November 18 Agreement also proposes that the Fund's
shares be divided into two classes -- Institutional Shares and Investor
Shares.  The shares held by the Fund's shareholders on the date of completion
of the transaction will be designated as Institutional Shares and otherwise
unchanged.  Investor Shares will be identical to Institutional Shares, except
that Investor Shares will bear a 12b-1 fee at the annual rate of 0.25% of
average daily net assets of the Fund attributable to this class, which would
be paid to Berger for activities primarily intended to result in the sale of
the new class of shares.  Investor Shares would be made available to the
general public, subject to the Fund's regular minimum initial investment
requirements.  Sales of Institutional Shares, which will not bear a 12b-1 fee,
would be limited to (a) investors who maintain a large minimum account balance
(currently anticipated to be $100,000) and (b) shareholders invested in the
Fund on the date the transaction is completed, subject to a lower minimum
account balance requirement (currently anticipated to be $500).

     CONDITIONS TO COMPLETION OF THE NEW ARRANGEMENTS.  At a meeting on
December 12, 1996, the Fund's Board of Trustees approved the various changes
proposed under the November 18 Agreement, contingent upon consummation of the
proposed arrangements.  Implementation of the changes is still contingent
upon, among other things, shareholder approval of the new Investment Advisory
Agreement with Berger, the new Sub-Advisory Agreement with PWM, the new Fund
trustees and the changes necessary to implement the new class of shares.  A
meeting of Fund shareholders has been scheduled for February 1997 to consider
these matters.

     NEW CUSTODIAN AND TRANSFER AGENT.  At their meeting on December 12, 1996,
the Board of Trustees of the Fund also approved agreements with Investors
Fiduciary Trust Company ("IFTC") pursuant to which IFTC will become the Fund's
new custodian, transfer and dividend disbursing agent, and recordkeeping and
pricing agent, effective January 1, 1997.  IFTC will engage DST Systems, Inc.
("DST") as sub-agent to provide transfer agency and dividend disbursing
services for the Fund.  For its services as custodian, IFTC will receive an
asset-based fee plus certain transaction fees and out-of-pocket expenses.  As
transfer agent and dividend disbursing agent, IFTC will receive a fee from the
Fund at an annual rate calculated on the basis of open Fund shareholder
accounts, subject to scheduled increases, plus certain transaction fees and
fees for closed accounts, and will be reimbursed for out-of-pocket expenses,
which fees in turn will be passed through to DST as sub-agent.  For its
services as recordkeeping and pricing agent, the Fund will pay IFTC a monthly
base fee plus an asset-based fee.  IFTC will also be reimbursed for certain
out-of-pocket expenses.  All of IFTC's fees will be subject to reduction
pursuant to an agreed upon formula for certain earnings credits on the cash
balances of the Fund.

     Effective January 1, 1997, the address for IFTC as the Fund's custodian
is:

                      Investors Fiduciary Trust Company 
                      127 West 10th Street 
                      Kansas City, MO 64105

     Communications with the Fund's transfer agent should be directed to DST,
as sub-transfer agent, as follows: 

                      The Omni Investment Fund
                      c/o DST Systems, Inc.
                      P.O. Box __________________
                      Kansas City, MO 64141

                      1-800-_____________________

     DIVERSIFIED STATUS OF THE FUND.  Upon its initial registration, the Fund
was classified as a "non-diversified" fund, meaning that it did not have to
meet certain federal legal requirements to keep a diversified mix of issuers
in its portfolio.  It has been determined that for at least the last few
years, the Fund's portfolio has nonetheless been "diversified" under the
applicable legal definitions.  As a result, the Fund has changed its
classification from "non-diversified" to "diversified" and intends to maintain
its portfolio within the federal diversification limits.  This will prohibit
the Fund, with respect to 75% of its total assets, from purchasing the
securities of any one issuer (except U.S. government securities) if
immediately after and as a result of such purchase (a) the value of the
holdings of the Fund in the securities of such issuer exceeds 5% of the value
of the Fund's total assets or (b) the Fund owns more than 10% of the
outstanding voting securities of such issuer.  The Fund may not change its
classification back to non-diversified without shareholder approval.