UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                           SCHEDULE 14A INFORMATION

          Proxy Statement Pursuant to Section 14(a) of the Securities
                    Exchange Act of 1934 (Amendment No.  )
        
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                                              RULE 14A-6(E)(2))

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[_]  Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12

                           Baker, Fentress & Company
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               (Name of Registrant as Specified In Its Charter)

                                 
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   (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

   
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                           Baker, Fentress & Company
                               Established 1891

SUITE 3510 . 200 WEST MADISON STREET . CHICAGO, ILLINOIS 60606 . (800) BKF-1891

   Supplement to the Proxy Statement for the Annual Meeting of Shareholders

                          To Be Held on April 22, 1999

TO OUR SHAREHOLDERS:

     On March 10, 1999, Baker, Fentress & Company sent to you a Notice and Proxy
Statement relating to the annual meeting of shareholders to be held on Thursday,
April 22, 1999. At the meeting, you will be asked to elect five directors,
ratify or reject the selection of Ernst & Young LLP as independent auditors for
the Company, and transact such other business as may properly come before the
meeting.

     This letter corrects an error in the line graph on page 11 of the Proxy
Statement. The line graph compares the cumulative five year total return of the
Company with all closed-end funds and the S&P 500 index. While the table below
the graph was correct, due to a printer's error, the graph's legend was
inadvertently reversed. The printer will bear all costs relating to this 
additonal mailing.

     Below is the line graph with the correct legend. The graph compares the
Company's annual shareholder return with (i) the annual shareholder return of
closed-end investment companies ("Closed-End Funds") reported by Morningstar,
Inc.; and (ii) the annual shareholder return of the S&P 500 Index. The chart is
based on an investment of $100 on December 31, 1993, and assumes that all
dividends and capital gain distributions were reinvested. The chart is not an
indicator of the future performance of the Company. Thus, it should not be used
to predict the future performance of the Company's stock.






                                         12/31/93   12/31/94   12/30/95   12/29/96   12/31/97  12/31/98
                                         --------   --------   --------   --------   --------  --------
                                                                              
Baker, Fentress & Company                  $100       $ 93       $123       $142       $178      $184
Closed-End Funds                           $100       $ 94       $123       $146       $196      $220
S&P 500 Index                              $100       $101       $139       $171       $229      $294  

                                                      [Line graph appears here:]

     We apologize for any confusion or inconvenience that this error may have
caused you and look forward to seeing you at the Annual Meeting.

                                    By Order of the Board of Directors
                                    James P. Koeneman
                                    Secretary

Chicago, Illinois
March 15, 1999