AMERICAN AADVANTAGE FUNDS
497, 1998-01-23
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              American AAdvantage Funds - AMR Class
                Supplement dated January 23, 1998
              to the Prospectus dated March 1, 1997
                                
1.Effective January 16, 1998, Brandywine Asset Management, Inc.
  ("Brandywine") was acquired, and became a wholly owned
  subsidiary of, Legg Mason, Inc. in an exchange of stock.
  Brandywine continues to serve as an investment adviser to the
  American AAdvantage Balanced Fund and the American AAdvantage
  Growth and Income Fund with the same investment personnel as
  it employed before the acquisition.

2.All references to Hub & Spoker should be replaced by "master-
  feeder" and footnote 2 on page 2 should be deleted.

3.Effective January 1, 1998, the International Equity Portfolio
  may invest in Portugal.

4.The section titled "Custodian and Transfer Agent" on page 29
  should read:
  State Street Bank & Trust Company, Boston, Massachusetts,
  serves as custodian for the Portfolios of the AMR Trust and
  the Funds and as transfer as agent for the AMR Class.  Bankers
  Trust Company, New York, New York, serves as custodian and
  transfer agent for the assets of the Equity 500 Index
  Portfolio.

5.Add Martin Luther King's Birthday to the list of New York
  Stock Exchange business holidays on page 33.

6.Effective January 2, 1998, the phone number for purchase and
  redemption of shares is (800) 492-9063.  Wire purchases should
  be sent to: State Street Bank & Trust Company, ABA Routing
  #0110-0002-8, AC-0002-888-6, Attn: American AAdvantage Funds-
  AMR Class and reference the specific Fund. Purchases by mail
  should be sent to: State Street Bank & Trust Company, P.O. Box
  1978, Boston, MA 02105-1978, Attn: American AAdvantage Funds-
  AMR Class.

7.On  May  31,  1997, Morgan Stanley Group Inc. and Dean  Witter,
  Discover  &  Co.  merged to form Morgan Stanley,  Dean  Witter,
  Discover  &  Co.   As  of  that  date,  Morgan  Stanley   Asset
  Management   Inc.,  an  investment  adviser  to  the   American
  AAdvantage  International Equity Fund, became a  subsidiary  of
  Morgan Stanley, Dean Witter, Discover & Co.

8.The  financial  highlights  in  the  following  table  for  the
  American  AAdvantage S&P 500 Index Fund have been derived  from
  financial  statements  of the American AAdvantage  Funds.   The
  information is unaudited.  Such information should be  read  in
  conjunction with the financial statements incorporated  in  the
  statement of additional information, as supplemented  July  30,
  1997,  which contains further information about performance  of
  the Funds and can be obtained by investors without charge.

  American AAdvantage S&P 500 Index Fund - Financial Highlights
  
  Contained below are selected data for a share outstanding,
  total investment return, ratios to average net assets and
  other supplemental data for the American AAdvantage S&P 500
  Index Fund.

  <TABLE>
  <CAPTION>
                                                   For the
                                                  six months
                                                ended June 30,
                                                    1997(1)
  <S>                                           <C>
  Per Share Operating Performance:              
  Net Asset Value, Beginning of Period.....     $    10.00
                                                __________
  Income From Investment Operations
    Net Investment Income..................           0.06
    Net Realized and Unrealized Gain on            
      Investments and Futures Transactions.           1.99
                                                __________
  Total From Investment Operations.........           2.05
                                                __________
  Distributions To Shareholders
    Net Investment Income.................           (0.02)
    Net Realized Gain on Investments and           
      Futures Transactions................              -
                                                __________
    Total Distributions...................           (0.02)
                                                ==========
  Net Asset Value, End of Period...........     $    12.03
  Total Investment Return..................          20.50%
  Supplemental Data and Ratios:                 
    Net Assets, End of Period (000s omitted)    $    2,832
    Ratios to Average Net Assets:                 
      Net Investment Income................           1.77%(2)
      Expenses, including expenses of the BT        
        Equity 500 Index Portfolio......              0.22%(2)
      Decrease Reflected in Above Expense Ratio     
        Due to Absorption of Expenses by AMR          
        Investment Services, Inc..........            1.62%(2)
                                                
  </TABLE>                                      
  ______________                                              
                                                
  (1) Unaudited
  (2) Annualized


         American AAdvantage Funds - Institutional Class
                Supplement dated January 23, 1998
              to the Prospectus dated March 1, 1997
                                
     Effective January 16, 1998, Brandywine Asset Management,
Inc. ("Brandywine") was acquired, and became a wholly owned
subsidiary of, Legg Mason, Inc. in an exchange of stock.
Brandywine continues to serve as an investment adviser to the
American AAdvantage Balanced Fund and the American AAdvantage
Growth and Income Fund with the same investment personnel as it
employed before the acquisition.



           American AAdvantage Funds - PlanAhead Class
                Supplement dated January 23, 1998
              to the Prospectus dated March 1, 1997
                                
    Effective January 16, 1998, Brandywine Asset Management,
Inc. ("Brandywine") was acquired, and became a wholly owned
subsidiary of, Legg Mason, Inc. in an exchange of stock.
Brandywine continues to serve as an investment adviser to the
American AAdvantage Balanced Fund and the American AAdvantage
Growth and Income Fund with the same investment personnel as it
employed before the acquisition.



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