Rule 497(e)
                                                       Registration No. 33-84842


THE BEAR STEARNS FUNDS

Supplement dated December 12, 1997 to Prospectus dated June 2, 1997 of the Prime
Money Market Portfolio.

Effective December 12, 1997, John M. Winters will no longer be Portfolio Manager
of Prime Money Market  Portfolio.  The new  portfolios  managers will be Jeffery
Bagaglio and Scott Pavlak who have been with Bear Stearns Asset Management for 3
years and 7 years respectively.

Mr. Pavlak joined Bear Stearns Asset Management in 1990 as a portfolio  manager.
From 1987 to 1990, he was an officer at Beechwood  Securities,  where he managed
private portfolios for high-net-worth individuals.  Mr. Pavlak received his B.S.
in Finance from  Fairleigh  Dickinson  University  and M.B.A.  in Economics  and
Finance from New York  University.  He is a member of the Fixed Income  Analysts
Society.

Mr.  Bagaglio  joined Bear Stearns  Asset  Management  in 1994 as a fixed income
analyst.  He  assists  in  the  trading  of  money  market  instruments  and  is
responsible for monitoring risk of cash management portfolios. Prior to this, he
was a Senior  Business  Analyst at Dresdner  Bank where he was  responsible  for
foreign exchange and interest rate derivative systems.  Mr. Bagaglio's corporate
treasury experience includes managing money market investments, revolving credit
lines, and purchasing and selling  currencies in the foreign  exchange  markets.
Mr. Bagaglio holds a B.A. in Economics from Miami  University,  and an M.B.A. in
Finance from the University of New Haven.