UAM FUNDS INC
497, 1997-08-28
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                          UAM FUNDS
                              
              THE RICE, HALL, JAMES PORTFOLIOS
                 INSTITUTIONAL CLASS SHARES
                              
            Rice, Hall, James Small Cap Portfolio
           Rice Hall James Small/Mid Cap Portfolio
                              
           Supplement dated August 28, 1997 to the
              Prospectus dated January 3, 1997
                              
The  information under the heading "PORTFOLIO  TURNOVER"  on
page  10 is amended to reflect that portfolio turnover rates
for  the Small Mid/Cap Portfolio and the Small Cap Portfolio
are not anticipated to exceed 150% and 250% respectively.
                              



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