UAM FUNDS INC
497, 1996-10-24
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                              UAM FUNDS
                                  
                           DSI PORTFOLIOS
                     INSTITUTIONAL CLASS SHARES
                                  
                   DSI Disciplined Value Portfolio
                 DSI Limited Maturity Bond Portfolio
                     DSI Money Market Portfolio
                       DSI Balanced Portfolio
                                  
 Supplement dated October 24, 1996 to the Prospectus dated February 29, 1996
           as supplemented June 28, 1996 and July 3, 1996

     The information under the heading "REDEMPTION OF SHARES" on page
18 of the Prospectus is supplemented as follows:

     In  addition  to redeeming shares by mail or  telephone,  a
     shareholder  of the DSI Money Market Portfolio  may  redeem
     shares by check at any time, without cost, at the net asset
     value  per  share  of the Portfolio next  determined  after
     receipt  of the redemption request. No charge is  made  for
     redemptions.  Any redemption may be more or less  than  the
     purchase price of your shares depending on the market value
     of the investment securities held by the Portfolio.

     The following information is added to the section "REDEMPTION OF
SHARES:"

     BY CHECK
           You  may  redeem  shares  of  the  DSI  Money  Market
     Portfolio by check drawn on your Fund account.  Checks must
     be  for amounts of $500 or more.  You will continue to earn
     dividends  on  the shares to be redeemed  until  the  check
     clears at The Chase Manhattan Bank.
     
           Checks  are  supplied free of charge, and  additional
     checks  are sent to you upon request. Checks will  be  sent
     only to the registered owner at the address of record.   If
     you  want the option of redeeming shares by check, you must
     indicate this on the Optional Service Form accompanying the
     Account Registration Form and submit a signature card  with
     signatures guaranteed with such Forms. In order to  arrange
     for redemption by check after an account has been opened, a
     written request must be sent to UAM Funds Service Center at
     the  address listed under "REDEMPTION OF SHARES - BY  MAIL"
     and must be accompanied by a signature card with signatures
     guaranteed (see "SIGNATURE GUARANTEES").
     
           Stop payment instructions with respect to checks  may
     be  given  to the UAM Funds Service Center.  If  there  are
     insufficient shares in your account with the Fund to  cover
     the  amount  of  the redemption check, the  check  will  be
     returned marked "insufficient funds," and your account will
     be  charged  a fee of $25.00.  Checks may not  be  used  to
     close an account.
     
          If any portion of the shares to be redeemed represents
     an investment made by personal check, the Fund reserves the
     right  not  to honor the redemption until it is  reasonably
     satisfied  that the check has been collected in  accordance
     with  the applicable banking regulations which may take  up
     to  15  days. If you anticipate the need for more immediate
     access  to  your investment, you should purchase shares  by
     Federal  funds  or bank wire or by certified  or  cashier's
     check.   Banks normally impose a charge in connection  with
     the  use  of  bank  wires,  as well  as  certified  checks,
     cashier's checks and Federal funds. If your purchase  check
     is  not collected, the purchase will be cancelled and  your
     account will be charged a fee of $25.00.



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