BARTLETT CAPITAL TRUST
497, 1999-10-29
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Supplement to the Prospectus dated May 3, 1999

Information in this  prospectus on Bartlett  Europe Fund and Bartlett  Financial
Services Fund is no longer current.  Effective October 5, 1999,  Bartlett Europe
Fund became Legg Mason Europe Fund, and Bartlett  Financial Services Fund became
Legg  Mason  Financial  Services  Fund.  Please  contact  LMWW for a  prospectus
concerning those funds.

This Supplement is dated October 5, 1999.




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Supplement to the Statement of Additional Information dated May 1, 1999

Information in this statement of additional  information on Bartlett Europe Fund
and Bartlett Financial Services Fund is no longer current.  Effective October 5,
1999, Bartlett Europe Fund became Legg Mason Europe Fund, and Bartlett Financial
Services Fund became Legg Mason Financial Services Fund. Please contact LMWW for
a statement of additional information concerning those funds.

This Supplement is dated October 5, 1999.






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