PORTFOLIO PARTNERS INC
497, 1999-03-05
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              SUPPLEMENT TO PROSPECTUS OF PORTFOLIO PARTNERS, INC.
                     This Supplement is dated March 5, 1999

The  following  information  replaces  certain  information  contained  in  the
Prospectus of Portfolio  Partners,  Inc. (the "Fund"),  dated May 1, 1998,  and
should be read in conjunction with that Prospectus.

The following updates and replaces a similar supplement dated March 4, 1999:

The last two sentences of the "MFS Emerging  Equities,  MFS Research Growth and
MFS Value  Equity"  paragraph  under the  section  of the  Prospectus  entitled
"Subadvisers" found on page 10 is hereby replaced with the following:

Effective  February 24, 1999, Maura A. Shaughnessy,  a Senior Vice President of
MFS, became  portfolio  manager of MFS Value Equity.  Ms.  Shaughnessy has been
employed by MFS since 1991,  first as an equity analyst and then as a portfolio
manager.

The following updates and replaces a similar supplement dated October 30, 1998:

The section of the Prospectus entitled  "PERFORMANCE - PERFORMANCE OF SIMILARLY
MANAGED MUTUAL FUNDS" found on page 13, is hereby replaced with the following:

Each  Portfolio is recently  organized  and has only a  short-term  performance
record.  Each  Portfolio,   however,  has  substantially  the  same  investment
objective,  policies  and  strategies  as one or  more  existing  mutual  funds
("Comparable  Funds")  that are either  sold  directly to the public or through
variable products, advised by MFS, Scudder Kemper or T. Rowe Price, as the case
may be.

The  historical  performance  of  the  Comparable  Funds  is  presented  below.
Investors  should not consider the  performance of the  Comparable  Funds as an
indication of the future  performance of a Portfolio.  The performance  figures
shown below reflect the deduction of the  historical  fees and expenses paid by
each Comparable Fund, and not those to be paid by the Portfolio. The figures do
not reflect the deduction of any insurance  fees or charges that are imposed by
the insurance  company in connection  with its sale of the VA Contracts and VLI
Policies.   Investors  should  refer  to  the  separate  account   prospectuses
describing  the VA Contracts  and VLI Policies for  information  pertaining  to
these insurance fees and charges. The insurance separate account fees will have
a detrimental  effect on the performance of the  Portfolios.  The results shown
below  reflect  the  reinvestment  of  dividends  and  distributions,  and were
calculated in the same manner that will be used by each  Portfolio to calculate
its own performance.

The following table shows average annual total returns of the Comparable  Funds
for the stated periods ending  December 31, 1998, as well as a comparison  with
the performance of the applicable benchmark.(1)

<PAGE>

<TABLE>
<CAPTION>

<S>                    <C>             <C>             <C>            <C>

                       One Year        Three Years     Five Years     Ten Years
MFS Emerging Growth
Fund (Class I)(2)
(Model for MFS
Emerging Equities)(3)   24.82%           19.78%          20.14%        23.19%
Russell 2000            (2.55)           11.58           11.87         12.92
Lipper Mid Cap Fund
Index                   13.92            15.89           15.20         17.00

MFS Research Fund
(Class I)(2)
(Model for MFS
Research Growth)(3)     23.32            22.92           20.81         18.53
Lipper Growth Fund
Index                   25.69            23.67           19.82         17.21
S&P 500                 28.72            28.28           24.09         19.22

MFS Capital
Opportunities Fund 
(formerly MFS Value
Fund) (Class I)(2)
(Model for MFS Value
Equity)(3)              27.44            23.53           21.53         18.02
Lipper Capital
Appreciation Fund
Index                   19.98            18.28           16.26         15.71
S&P 500                 28.72            28.28           24.09         19.22

Scudder VLIF
International Portfolio
(Model for Scudder
International Growth)   18.49            14.05           10.32         11.96
MSCI EAFE               20.00             9.00            9.19          5.54

Scudder International
Fund
(Model for Scudder
International Growth)   18.62            13.63            9.82         10.63
MSCI EAFE               20.00             9.00            9.19          5.54

T. Rowe Price Growth
Stock Fund
(Model for T. Rowe
Price Growth Equity)    27.41            25.20           20.99         17.70
Lipper Growth Fund
Index                   25.69            23.67           19.82         17.21
S&P 500                 28.72            28.28           24.09         19.22

- ----------------------------------------
(1)The S&P 500  (Standard  & Poor's 500) Index is a  value-weighted,  unmanaged
index of 500 widely held stocks  considered to be  representative  of the stock
market in general. The Russell 2000 Index is a value-weighted,  unmanaged index
of small  capitalization  stocks. The Lipper Mutual Fund Indices are unmanaged,
net-asset-value-weighted  indices of the largest qualifying mutual funds within
their   respective   investment   objectives.   The  Morgan   Stanley   Capital
International-Europe,  Australia,  Far East (MSCI EAFE) Index is an  unmanaged,
market  value-weighted  average of the  performance of more than 900 securities
listed on the stock  exchanges of countries  in Europe,  Australia  and the Far
East. All indices assume  reinvestment of all dividends.  It is not possible to
invest directly in an index.

(2)MFS  Emerging  Growth Fund and MFS Research Fund commenced  offering Class I
shares on January 2, 1997; MFS Capital  Opportunities  Fund commenced  offering
Class I shares on January 3, 1997. For periods  preceding those dates,  Class I
performance  was  calculated  by using the  performance  of the oldest class of
shares for each Comparable Fund (Class B for MFS Emerging Growth Fund and Class
A for MFS Research  and MFS Capital  Opportunities  Fund),  adjusted to reflect
that Class I shares have no front-end load or contingent deferred sales charge.
No adjustment was made for differences in the internal expenses among classes.

(3)MFS also manages three series of the MFS Variable Insurance Trust (VIT) with
substantially  similar  investment  objectives,  policies and strategies as the
comparable  Portfolio Partners  Portfolios.  The performance of these funds was
not included in the chart because each has a relatively short track record. The
one-year,  three-year and since inception performance (as of December 31, 1998)
of the VIT-Emerging  Growth Series and VIT-Research Series funds is as follows:
VIT-Emerging Growth Series: 34.16%, 24.16% and 26.55%,  respectively (inception
July 24, 1995);  VIT-Research Series:  23.39%, 21.99% and 22.52%,  respectively
(inception July 26, 1995). The one-year and since inception  performance (as of
December 31, 1998) of the VIT-Value  Series is 26.80% and 26.33%,  respectively
(inception August 14, 1996).

</TABLE>



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