NEUBERGER & BERMAN GUARDIAN TRUST
                 Supplement to the Prospectus dated December 15, 1995


     The  third paragraph  under  the heading  "Management and  Administration -
     Investment Manager, Administrator, Distributor,  and Sub-Adviser" on  pages
     22-23 is amended to read as follows:

              Kent  C.  Simons,  Lawrence Marx  III,  and  Kevin  L.  Risen  are
     responsible for the  day-to-day management of  the Portfolio.   Mr.  Simons
     and Mr. Marx are Vice Presidents of N&B  Management and general partners of
     Neuberger & Berman.   Mr.  Simons has  had responsibility  for Neuberger  &
     Berman  GUARDIAN Portfolio  and Neuberger &  Berman GUARDIAN Trust's Sister
     Fund's predecessor since  1983.  Mr.  Marx has  had those  responsibilities
     since  1988  and Mr.  Risen  has  had  those  responsibilities since  1996.
     Mr. Risen has been an Assistant Vice President of N&B  Management since May
     1996 and has  been a portfolio manager  for Neuberger & Berman  since 1995.
     He  was previously a  research analyst at Neuberger  & Berman  from 1992 to
     1995; from 1990 to  1992, he  was a research  analyst at another  prominent
     financial services firm.


                               The date of this supplement is August 15, 1996.







                          NEUBERGER & BERMAN GUARDIAN TRUST
               Supplement to the Statement of Additional Information 
                               dated December 15, 1995


     The following is added as a final paragraph under the heading "Investment
     Management and Administration Services - Investment Companies Managed":

              The Portfolios are subject to certain limitations imposed on all
     advisory clients of Neuberger & Berman (including the Portfolios, Other
     N&B Funds, and other accounts) and personnel of Neuberger & Berman and its
     affiliates.  These include, for example, limits that may be imposed in
     certain industries or by certain companies, and policies of Neuberger &
     Berman that limit the aggregate purchases, by all accounts under
     management, of the outstanding shares of public companies.


                               The date of this supplement is August 15, 1996.