AMERICAN AADVANTAGE FUNDS
497, 1996-04-01
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                              AMERICAN AADVANTAGE FUNDS
                                 Institutional Class

                            Supplement dated April 1, 1996
                        to the Prospectus dated March 1, 1996


     1)       At a  meeting of shareholders of the Balanced Fund, the Growth and
     Income Fund  and International  Equity Fund,  Brandywine Asset  Management,
     Inc.,  ("Brandywine")  and  Boatmen's  Trust   Company  ("Boatmen's")  were
     approved as advisers  to the Balanced Fund  and the Growth and  Income Fund
     and Rowe Price-Fleming  International, Inc. ("Fleming") was approved  as an
     adviser to  the International Equity  Fund.  AMR  Investment Services, Inc.
     (the "Manager") does not currently  intend to allocate assets  to Boatmen's
     or Fleming.  Effective  April 1, 1996, the Manager will allocate the assets
     of  the Balanced Fund  and the  Growth and  Income Fund managed  by Capital
     Guardian Trust  Company  to Brandywine  and  the  other advisers  to  those
     Funds.

     2)       The fee  schedule for  Brandywine on page  32 has  been revised as
     follows:

              AMR  Investment   Services,  Inc.  (the  "Manager")   pays
              Brandywine for  the first $500 million of assets under its
              discretionary  management,  an  annualized  fee  equal  to
              .225% of  assets in  the Growth  and Income Portfolio  and
              .25% of  assets in  the Balanced  Portfolio; .225%  of the
              next $100 million on all assets and .20% on all excess.
<PAGE>






                              AMERICAN AADVANTAGE FUNDS
                                   PlanAhead Class

                            Supplement dated April 1, 1996
                        to the Prospectus dated March 1, 1996

     1)       At a meeting of shareholders of the Balanced Fund, the Growth  and
     Income Fund  and International  Equity Fund,  Brandywine Asset  Management,
     Inc.,   ("Brandywine")  and  Boatmen's  Trust  Company  ("Boatmen's")  were
     approved as advisers  to the Balanced Fund  and the Growth and  Income Fund
     and Rowe Price-Fleming International, Inc.  ("Fleming") was approved as  an
     adviser to  the International Equity  Fund.  AMR  Investment Services, Inc.
     (the "Manager") does not currently  intend to allocate assets  to Boatmen's
     or Fleming.  Effective April 1, 1996, the  Manager will allocate the assets
     of the Balanced  Fund and  the Growth and  Income Fund  managed by  Capital
     Guardian Trust  Company  to Brandywine  and  the  other advisers  to  those
     Funds.

     2)       The  fee schedule for  Brandywine on  page 33 has been  revised as
     follows:

              AMR  Investment  Services,  Inc.   (the  "Manager")   pays
              Brandywine for the first $500 million of assets under  its
              discretionary  management,  an  annualized  fee  equal  to
              .225% of  assets in  the Growth and  Income Portfolio  and
              .25% of  assets in  the Balanced  Portfolio; .225% of  the
              next $100 million on all assets and .20% on all excess.
<PAGE>






                              AMERICAN AADVANTAGE FUNDS
                                      AMR Class

                            Supplement dated April 1, 1996
                        to the Prospectus dated March 1, 1996

     1)       At a meeting of shareholders of the Balanced Fund, the Growth  and
     Income Fund  and International  Equity Fund,  Brandywine Asset  Management,
     Inc.,   ("Brandywine")  and  Boatmen's  Trust  Company  ("Boatmen's")  were
     approved as advisers  to the Balanced Fund  and the Growth and  Income Fund
     and Rowe Price-Fleming International, Inc.  ("Fleming") was approved as  an
     adviser to  the International Equity  Fund.  AMR  Investment Services, Inc.
     (the "Manager") does not currently  intend to allocate assets  to Boatmen's
     or Fleming.  Effective April 1, 1996, the  Manager will allocate the assets
     of the Balanced  Fund and  the Growth and  Income Fund  managed by  Capital
     Guardian Trust  Company  to Brandywine  and  the  other advisers  to  those
     Funds.

     2)       The  fee schedule for  Brandywine on  page 26 has been  revised as
     follows:

              AMR  Investment  Services,  Inc.   (the  "Manager")   pays
              Brandywine for the first $500 million of assets under  its
              discretionary  management,  an  annualized  fee  equal  to
              .225% of  assets in  the Growth and  Income Portfolio  and
              .25% of  assets in  the Balanced  Portfolio; .225% of  the
              next $100 million on all assets and .20% on all excess.
<PAGE>


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