UAM Fund Services, Inc.
211 Congress Street, 4th Floor
Boston, Ma 02110
April 21, 1999
VIA EDGAR
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
RE: UAM Funds, Inc. II
File Nos. (333-44193/811-08605)
Dear Sir/ Madam,
Pursuant to Rule 497(j) under the Securities Act of 1933, as
amended (the "Act"), I hereby certify that the Prospectus of The
Analytic Funds, a series of UAM Funds, Inc. II (the "Fund") does not differ
from that contained in Post-Effective Amendment No. 7 to the
Fund's Registration Statement of Form N-1A, filed electronically
with the Securities and Exchange Commission on April 7, 1999.
This letter and the certification contained therein is limited to the
Prospectus of the Fund, and do not intend to be applicable to the
Statement of Additional Information of the Fund, which was
filed under separate cover pursuant to Rule 497(c) of the Act.
Sincerely,
/s/ Martin J. Wolin
Martin J. Wolin
Associate General Counsel
MJW/cl
