AMERICAN AADVANTAGE FUNDS
497, 2000-06-30
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AMERICAN AADVANTAGE FUNDS
Institutional Class
PlanAhead Class
AMR Class

Supplement dated June 30, 2000 to the Prospectus dated March 1, 2000

Hotchkis and Wiley, an investment adviser to the Balanced, Large Cap Value,
Small Cap Value, and International Equity Funds, has changed its name to Merrill
Lynch Investment Managers.  As a result, the Hotchkis and Wiley description
under The Investment Advisers section is revised to read as follows:

MERRILL LYNCH INVESTMENT MANAGERS, L.P., 725 South Figueroa Street, Suite
4000, Los Angeles, California 90017, is a professional investment management
firm which was founded in 1976.  Merrill Lynch Investment Managers is a
wholly owned indirect subsidiary of Merrill Lynch & Co., Inc.  Assets under
management as of March 31, 2000 were approximately $568 billion, which
included approximately $2.0 billion of assets of AMR and its subsidiaries
and affiliated entities.  Merrill Lynch Investment Managers serves as an
investment adviser to the Balanced, Large Cap Value, Small Cap Value, and
International Equity Funds.




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