BARTLETT CAPITAL TRUST
497, 1997-02-05
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               Bartlett Value International Fund
                   Bartlett Basic Value Fund
                   Bartlett Fixed Income Fund
                 Bartlett Short Term Bond Fund
                  Bartlett Cash Reserves Fund
                                
                     BARTLETT CAPITAL TRUST
                   BARTLETT MANAGEMENT TRUST
                                
       Supplement to the Prospectus dated August 1, 1996



     Effective December 20, 1996, the Bartlett Fixed Income Fund and the
Bartlett Short Term Bond Fund were merged into the Legg Mason U.S. Government
Intermediate-Term Portfolio, a series of the Legg Mason Income Trust, Inc. and
the Bartlett Cash Reserves Fund was merged into the Legg Mason Cash Reserve
Trust.  Consequently, the information contained in the Prospectus applies only
to the Bartlett Value International Fund and the Bartlett Basic Value Fund,
the two remaining series of the Bartlett Capital Trust.








                                                  February 5, 1997





                   BARTLETT CAPITAL TRUST
                                
               Bartlett Value International Fund
                   Bartlett Basic Value Fund
                   Bartlett Fixed Income Fund
                 Bartlett Short Term Bond Fund
                                
     Supplement to the Statement of Additional Information
                      dated August 1, 1996



     Effective December 20, 1996, the Bartlett Fixed Income Fund and the
Bartlett Short Term Bond Fund were merged into the Legg Mason U.S. Government
Intermediate-Term Portfolio, a series of the Legg Mason Income Trust, Inc. 
Consequently, the information contained in the Statement of Additional
Information applies only to the Bartlett Value International Fund and the
Bartlett Basic Value Fund, the two remaining series of the Bartlett Capital
Trust.





                                                  February 5, 1997


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