VIA EDGAR
May 2, 2000
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 and Statement of
Additional Information of The Analytic Funds
series of UAM Funds, Inc. II (the "Fund"), do
not differ from those included in Post-
Effective Amendment No. 12 to the Fund's
Registration Statement of Form N-1A, filed
electronically with the Securities and Exchange
Commission on April 28, 2000.
If you have any questions or comments regarding
this filing, please call me 617-542-5440.
Sincerely,
/s/Martin J. Wolin
Martin J. Wolin
Vice President and Associate General Counsel
MJW/dbm
