Rule 497(e)
                         File Nos. 33 15867 and 811-4273


               BERGER SMALL CAP VALUE FUND
                  INSTITUTIONAL SHARES

            SUPPLEMENT DATED SEPTEMBER 30, 1999
                         to
            PROSPECTUS DATED JANUARY 31, 1999

REDUCTION IN MANAGEMENT FEE AND ADMINISTRATIVE SERVICES
FEE

     Effective October 1, 1999, the management fee for
the Fund will be reduced to the annual rate of 0.85% of
the first $500 million, 0.80% of the next $500 million
and 0.75% of assets in excess of $1 billion of the Fund's
average daily net assets.

     In addition, Berger Associates has agreed to provide
administrative services for the Fund for no fee.  In the
past, the Fund paid Berger Associates a fee of 0.01% of
net assets per year.  Berger will continue providing the
same administrative services it currently provides to the
Fund.

BERGER LLC

     Also, effective September 30, 1999, Berger
Associates, Inc., transferred its operating assets and
business to Berger LLC, a subsidiary of Berger
Associates, Inc.  Accordingly, Berger LLC now serves as
investment advisor and administrator to the Fund instead
of Berger Associates, Inc.  This change did not result in
any change to the investment objective or principal
investment strategies of the Fund, or in any change to
the portfolio managers responsible for managing the
Fund's investments on a day-to-day basis.

                                             Rule 497(e)
                         File Nos. 33-15867 and 811-4273

                      BERGER FUNDS

            SUPPLEMENT DATED SEPTEMBER 30, 1999
                         to
              PROSPECTUS DATED JULY 6, 1999

REDUCTION IN MANAGEMENT FEE AND ADMINISTRATIVE SERVICES
FEE

     Effective October 1, 1999, the management fee for
each of the following Berger Funds will be reduced to the
annual rate shown, as a percentage of the Fund's average
daily net assets:

- -------------------------------------------------------
FUND                          MANAGEMENT FEE
- -------------------------------------------------------

Berger 100 Fund               0.75% of the first $500
                               million; 0.70% of the
Berger Growth and Income       next $500 million;0.65%
Fund                           of assets in excess of $1
                               billion
Berger Mid Cap Growth Fund

Berger Mid Cap Value Fund

Berger Select Fund
- --------------------------------------------------------

Berger Small Company Growth   0.85% of the first $500
Fund                           million; 0.80% of the
                               next $500 million; 0.75%
Berger New Generation Fund     of assets in excess of $1
                               billion
Berger Small Cap Value Fund

Berger Information Technology
Fund
- --------------------------------------------------------
Berger Balanced Fund          0.70% of the first $1
                               billion; 0.65% of assets
                               in excess of $1 billion
- --------------------------------------------------------

     In addition, Berger Associates has agreed to provide
administrative services for each of these Funds for no
fee.  In the past, these Funds paid Berger Associates a
fee of 0.01% of net assets per year.  Berger will
continue providing the same administrative services it
currently provides to each of these Funds.

BERGER LLC

     Also, effective September 30, 1999, Berger
Associates, Inc., transferred its operating assets and
business to Berger LLC, a subsidiary of Berger
Associates, Inc.  Accordingly, Berger LLC now serves as
investment advisor and administrator, or as sub-
administrator, to all the Berger Funds instead of Berger
Associates, Inc.  Berger LLC also now owns the 50% joint
venture interest in BBOI Worldwide LLC, investment
advisor to the Berger/BIAM International Portfolio, that
was previously owned by Berger Associates, Inc.  These
changes did not result in any change to the investment
objective or principal investment strategies of any of
the Berger Funds, or in any change to the portfolio
managers responsible for managing the Funds' investments
on a day-to-day basis.