AMENDED AND RESTATED

DISTRIBUTION PLAN FOR CLASS B SHARES

OF

CONCERT INVESTMENT SERIES


WHEREAS, Concert Investment Series (the "Trust") engages in 
business as an open-end management investment company and is 
registered under the Investment Company Act of 1940 (the "1940 
Act")

WHEREAS, the Trust's Board of Trustees (the "Board") has 
established separate series of shares of beneficial interest of the 
Trust, including the following series: Emerging Growth Fund 
("Emerging Growth Fund"), Growth Fund ("Growth Fund"), Growth and 
Income Fund ("Growth and Income Fund"), Government Fund 
("Government Fund"), International Equity Fund ("International 
Equity Fund") and Municipal Bond Fund ("Municipal Bond Fund");

WHEREAS, the Trust hereafter may establish additional series 
of shares of beneficial interest or determine that other existing 
series of the Trust shall be subject hereto (any such additional 
series, together with the Emerging Growth Fund, the Growth Fund, the 
Growth and Income Fund, the Government Fund, the International 
Equity Fund and the Municipal Bond Fund are collectively referred to 
herein as the "Funds," and singly may be referred to herein as the 
"Fund");

WHEREAS, the Trust desires to adopt an Amended and Restated 
Plan of Distribution ("Plan") pursuant to Rule 12b-1 under the 1940 
Act with respect to the Class B shares of the Emerging Growth Fund, 
the Growth Fund, the Growth and Income Fund, the Government Fund, 
the International Equity Fund and the Municipal Bond Fund and of 
such other Funds as may hereafter be designated by the Board as 
subject to this Plan and have Class B shares established; and

		WHEREAS, the Trust has entered into a Distribution Agreement 
("Agreement") with CFBDS, Inc. (the "Distributor") to serve as 
distributor of the Class B shares of the Funds and the Distributor 
has entered into a Broker Dealer Contract with  PFS Distributors, 
Inc. (the "Administrative Broker").

NOW, THEREFORE, the Trust hereby adopts this Amended and 
Restated Plan with respect to the Class B shares of each Fund in 
accordance with Rule 12b-1 under the 1940 Act.

1. A.	Each Fund is authorized to pay the Administrative 
Broker, as compensation for the Administrative Broker's services 
with respect to the Fund's Class B shares, a distribution fee at the 
rate of 0.75% on an annualized basis of the average daily net assets 
of the Fund's Class B shares.  Such fee shall be calculated and 
accrued daily and paid monthly or at such other intervals as the 
Board shall determine.

B. Each Fund is authorized to pay to the Administrative 
Broker, as compensation for services with respect to the Class B 
shares, a service fee at the rate of 0.25% on an annualized basis of 
the average daily net assets of the Fund's Class B shares.  Such fee 
shall be calculated and accrued daily and paid monthly or at such 
other intervals as the Board shall determine.

C. Any Fund may pay a distribution or service fee to the 
Administrative Broker at a lesser rate than the fees specified in 
paragraphs 1A or 1B, respectively, of this Plan, as agreed upon by 
the Board and the Administrative Broker and as approved in the 
manner specified in paragraph 4 of this Plan.

2. As Administrative Broker of the Class B shares of each 
Fund, the Administrative Broker may spend such amounts as it deems 
appropriate on any activities or expenses primarily intended to 
result in the sale of the Fund's Class B shares or the servicing and 
maintenance of shareholder accounts.

3. This Plan shall not take effect with respect to the Class B 
shares of any Fund that has not previously issued such shares to the 
public unless it first has been approved by a vote of the then sole 
shareholder of the Class B shares of such Fund.  This Plan shall not 
take effect with respect to the Class B shares of any Fund that has 
previously issued shares to the public, unless it has first been 
approved by a vote of a majority of the outstanding voting securities 
of the Class B shares of such Fund.

4. This Plan shall not take effect with respect to the Class B 
shares of any Fund unless it first has been approved, together with 
any related agreements, by votes of a majority of both (a) the Board 
and (b) those Trustees of the Trust who are not "interested 
persons" of the Trust and have no direct or indirect financial 
interest in the operation of this Plan or any agreements related 
thereto ("Independent Trustees") cast in person at a meeting (or 
meetings) called for the purpose of voting on such approval; and 
until the Trustees who approve the Plan's taking effect with respect 
to such Fund's Class B shares have reached the conclusion required 
by Rule 12b-1(e) under the 1940 Act.

5. So long as the Plan remains in effect, the selection and 
nomination of persons to serve as Trustees of the Trust who are not 
"interested persons" of the Trust shall be committed to the 
discretion of the Trustees then in office who are not "interested 
persons" of the Trust.

6. Unless sooner terminated pursuant to paragraph 8, this Plan 
shall continue in effect for a period of one year from the date it 
takes effect with respect to a Fund, provided that the continuance 
of the Plan is specifically approved at least annually in the manner 
provided for approval of this Plan in paragraph 4.


7. The Administrative Broker shall provide the Board and the 
Independent Trustees shall review, in exercise of their fiduciary 
duties, at least quarterly, a written report of the amounts expended 
with respect to Class B shares of each Fund by the Administrative 
Broker under this Plan and the purposes for which such expenditures 
were made.  The Administrative Broker shall submit only information 
regarding amounts expended for "distribution activities," as 
defined in this paragraph 7, to the Board in support of the 
distribution fee payable hereunder and shall submit only information 
regarding amounts expended for "service activities," as defined in 
this paragraph 7, to the Board in support of the service fee payable 
hereunder.  Only expenditures properly attributable to the sale of 
Class B shares of any Fund will be used to justify any fee paid 
pursuant to this Plan.

	For purposes of this Plan, "distribution activities" shall 
mean any activities in connection with the Administrative Broker's 
performance of its obligations hereunder that are not deemed 
"service activities.  "Service activities" shall mean activities 
covered by the definition of "service fee" contained in Rule 2830 
of the Conduct Rules of the National Association of Securities 
Dealers, Inc., as amended.

8. This Plan may be terminated with respect to the Class B 
shares of any Fund, without payment of any penalty, at any time by 
vote of the Board, by vote of a majority of the Independent Trustees 
or by vote of a majority of the outstanding voting securities of the 
Class B shares of such Fund.

9. This Plan may not be amended to increase materially the 
amount of distribution fees provided for in paragraph 1A hereof or 
the amount of service fees provided for in paragraph 1B hereof with 
respect to the Class B shares of a Fund unless such amendment is 
approved by a vote of a majority of the outstanding voting 
securities of the Class B shares of such Fund, and no material 
amendment to the Plan shall be made unless approved in the manner 
provided for approval and annual renewal in paragraph 4 hereof.

10. The amount of the distribution and service fees payable 
by any Fund to the Administrative Broker under paragraphs 1A and 1B 
hereof is not related directly to the expenses incurred by the 
Administrative Broker on behalf of such Fund in serving as 
Administrative Broker of the Class B shares, and paragraph 2 hereof 
does not obligate the Fund to reimburse the Administrative Broker 
for such expenses.  The distribution and service fees set forth in 
paragraphs 1A and 1B hereof will be paid by the Fund to the 
Administrative Broker until the Plan is terminated or not renewed.  
If the Plan is terminated or not renewed with respect to the Class B 
shares of any Fund, any distribution expenses incurred by the 
Administrative Broker on behalf of the Fund in excess of payments of 
the distribution and service fees specified in paragraphs 1A and 1B 
hereof which the Administrative Broker has received or accrued 
through the termination date are the sole responsibility and 
liability of the Administrative Broker and are not obligations of 
the Fund.


11. Any agreement related to this Plan shall be in writing 
and shall provide:

(a) That such agreement may be terminated at any time 
without payment of any penalty, by vote of a 
majority of the Independent Trustees or by a vote 
of the outstanding securities of the Class B shares 
of the applicable Fund on not more than 60 days 
written notice to any other party to this 
agreement; and

(b) That such agreement shall terminate automatically 
in the event of its assignment.

12. The Declaration of Trust establishing the Trust, dated 
January 29, 1987, a copy of which, together with all amendments 
thereto (the "Declaration"), is on file in the office to the 
Secretary of the Commonwealth of Massachusetts, provides that the 
name "Concert Investment Series" refers to the Trustees under the 
Declaration collectively as Trustees, but not as individuals or 
personally; and no Trustee, shareholder, officer, employee or agent 
of the Trust shall be held to any personal liability, nor shall 
resort be had to their private property for the satisfaction of any 
obligation or claim or otherwise in connection with the affairs of 
the Trust, but the Trust Estate only shall be liable.  All 
obligations of the Trust under this Plan shall apply only on a Fund 
by Fund basis and the assets of one Fund shall not be subject to the 
obligations of any other Fund.

13. As used in this Plan, the terms "majority of the 
outstanding voting securities," "interested person" and 
"assignment" shall have the same meaning as those terms have in the 
1940 Act.

14. The Trust shall preserve copies of the Plan (including 
any amendments thereto) and any related agreements and all reports 
made pursuant to paragraph 7 hereof for a period of not less than 
six years from the date of this Plan, the first two years in an 
easily accessible place.


	IN WITNESS WHEREOF, the Trust has executed this Amended and 
Restated Plan of Distribution on the day and year set forth below.


Date:	July   , 1998


ATTEST:						CONCERT INVESTMENT SERIES


____________________			
	By:___________________________


U:\LEGAL\FUNDS\CIS\AGREEMTS\ClassBdiste.doc