LANDMARK FUNDS II
497, 1998-01-15
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                                           497(e) File Nos. 2-90519 and 811-4007

                       SUPPLEMENT DATED JANUARY 15, 1998
                                       TO
             STATEMENT OF ADDITIONAL INFORMATION DATED MAY 1, 1997

                             LANDMARK BALANCED FUND
                              LANDMARK EQUITY FUND
                         LANDMARK SMALL CAP EQUITY FUND

THE FOURTH PARAGRAPH OF THE SECTION OF THE STATEMENT OF ADDITIONAL INFORMATION
ENTITLED "DETERMINATION OF NET ASSET VALUE; VALUATION OF SECURITIES; ADDITIONAL
PURCHASE AND REDEMPTION INFORMATION" ON PAGE 14 IS HEREBY DELETED AND REPLACED
BY THE FOLLOWING:

     Trading in securities on most non-U.S. exchanges and over-the-counter
markets is normally completed before the close of regular trading on the
Exchange and may also take place on days on which the Exchange is closed. If
events materially affecting the value of non-U.S. securities occur between the
time when the exchange on which they are traded closes and the time when a
Fund's net asest value is calculated, such securities may be valued at fair
value in accordance with procedures established by and under the general
supervision of the Board of Trustees of each Trust.



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