UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                     Pursuant to Section 13 or 15 (d) of the
                         Securities Exchange Act of 1934

                DATE OF REPORT (Date of earliest event reported):
                                  July 29, 2002
                                  -------------

                              NEUBERGER BERMAN INC.
             (Exact name of registrant as specified in its charter)

                        COMMISSION FILE NUMBER 001-15361

            DELAWARE                                 06-1523639
 (State or other jurisdiction of                  (I.R.S. Employer
  incorporation or organization)                 Identification No.)

                                605 Third Avenue
                               New York, NY 10158
                    (Address of principal executive offices)

                                 (212) 476-9000
              (Registrant's telephone number, including area code)






ITEM 5.   OTHER EVENTS

      On July 29, 2002, Neuberger Berman Inc. (the "Company"), and certain
      stockholders of the Company (the "Selling Stockholders"), entered into an
      underwriting agreement (the "Underwriting Agreement") with Goldman, Sachs
      & Co., as the representative of the underwriters named in Schedule I
      thereto (the "Underwriters"), in connection with the offering by the
      Selling Stockholders (the "Offering") of 3,845,737 shares of the Company's
      common stock, par value $.01 per share (the "Common Stock"). A copy of the
      Underwriting Agreement is attached hereto as Exhibit 1.1 and is
      incorporated herein by reference.

      On July 30, 2002, the Company and the Selling Stockholders announced the
      sale to the underwriters of 3,845,737 shares of the Company's Common
      Stock, par value $.01 per share (the "Common Stock"). A copy of the Press
      Release is attached as Exhibit 99.1 and incorporated herein by reference.


ITEM 7.   FINANCIAL STATEMENTS AND EXHIBITS

(c)      Exhibits:

         Exhibit No.       Document

            (99)           Additional Exhibits:

             1.1           Underwriting Agreement, dated July 29, 2002, among
                           the Company, certain of the Company's stockholders
                           and the representative named in Schedule I thereto,
                           as the representative of the several underwriters
                           named in Schedule I thereto

            99.1           Press Release issued by the Company on July 30,
                           2002, with respect to the sale of 3,845,737 shares
                           of its common stock by certain of its stockholders



                                   SIGNATURES

          Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                            Neuberger Berman Inc.
                                           (Registrant)

          Date:   July 31, 2002             By:  /s/ Matthew S. Stadler
                                            -------------------------------
                                            Matthew S. Stadler
                                            Chief  Financial Officer




EXHIBIT INDEX

                  1.1      Underwriting Agreement, dated July 29, 2002, among
                           the Company, certain of its stockholders and the
                           representative named in Schedule I thereto, as the
                           representative of the several underwriters named in
                           Schedule I thereto

                  99.1     Press Release issued by the Company on July 30, 2002
                           with respect to the sale of 3,845,737 shares of its
                           common stock by certain of its stockholders