PROFUNDS
497, 1999-11-01
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                                    PROFUNDS
                        SUPPLEMENT DATED OCTOBER 19, 1999
                     TO STATEMENT OF ADDITIONAL INFORMATION
                                DATED MAY 1, 1999

The  following  replaces the  applicable  sections  relating to the Trustees and
Officers of the Portfolio in the Money Market ProFund's  Statement of Additional
Information:

                            Trustees of the Portfolio

CHARLES P. BIGGAR (birth date: October 13, 1930) - Trustee of the Trust; Trustee
of each of the other  investment  companies  in the BT Fund  Complex1;  Retired;
former Vice President,  International  Business  Machines ("IBM") and President,
National Services and the Field Engineering  Divisions of IBM. His address is 12
Hitching Post Lane, Chappaqua, New York 10514.

S. LELAND DILL (birth date:  March 28, 1930) - Trustee of the Trust;  Trustee of
each  of  the  other  investment  companies  in the BT  Fund  Complex;  Retired;
Director,  Coutts  (U.S.A.)  International;  Trustee,  Phoenix-Zweig  Trust2 and
Phoenix-Euclid   Market  Neutral  Fund1;  former  Partner,  KPMG  Peat  Marwick;
Director,  Vintners International Company Inc.; Director,  Coutts Trust Holdings
Ltd., Director, Coutts Group; General Partner, Pemco1. His address is 5070 North
Ocean Drive, Singer Island, Florida 33404.

MARTIN J. GRUBER (birth date: July 15, 1937) - Trustee of the Trust;  Trustee of
each of the other investment companies in the BT Fund Complex;  Nomura Professor
of Finance,  Leonard N. Stern School of  Business,  New York  University  (since
1964); Trustee,  TIAA1; Trustee, SG Cowen Mutual Funds1;  Trustee,  Japan Equity
Fund1;  Trustee,  Taiwan Equity Fund1.  His address is 229 South Irving  Street,
Ridgewood, New Jersey 07450.

RICHARD  HALE*  (birth date:  July 17, 1945) - Trustee of the Trust;  Trustee of
each  of  the  other  investment  companies  in the BT  Fund  Complex;  Managing
Director,  Deutsche Asset Management;  Director, Flag Investors Funds1; Managing
Director,  Deutsche  Banc Alex.  Brown  Incorporated;  Director  and  President,
Investment  Company Capital Corp. His address is 205 Woodbrook Lane,  Baltimore,
Maryland 21212.

RICHARD J.  HERRING  (birth  date:  February  18,  1946) - Trustee of the Trust;
Trustee of each of the other investment companies in the BT Fund Complex;  Jacob
Safra Professor of  International  Banking,  Professor of Finance and Vice Dean,
The Wharton School,  University of Pennsylvania (since 1972). His address is 325
South Roberts Road, Bryn Mawr, Pennsylvania 19010.

BRUCE E. LANGTON (birth date:  May 10, 1931) - Trustee of the Trust;  Trustee of
each of the other investment companies in the BT Fund Complex; Retired; Trustee,
Allmerica  Financial Mutual Funds (1992 - present);  Member,  Pension and Thrift
Plans and Investment  Committee,  Unilever U.S.  Corporation  (1989 - present)3;
Director,  TWA Pilots  Directed  Account Plan and 401(k) Plan (1988 - present)1.
His address is 99 Jordan Lane, Stamford, Connecticut 06903.

PHILIP  SAUNDERS,  JR.  (birth  date:  October 11, 1935) - Trustee of the Trust;
Trustee  of each  of the  other  investment  companies  in the BT Fund  Complex;
Principal,  Philip Saunders Associates (Economic and Financial Analysts); former
Director, Financial Industry Consulting, Wolf & Company; President, John Hancock
Home  Mortgage  Corporation;  Senior Vice  President of Treasury  and  Financial
Services,  John Hancock Mutual Life Insurance  Company,  Inc. His address is 445
Glen Road, Weston, Massachusetts 02193.

HARRY VAN  BENSCHOTEN  (birth  date:  February 18, 1928) - Trustee of the Trust;
Trustee  of each  of the  other  investment  companies  in the BT Fund  Complex;
Retired;  Director,  Canada  Life  Insurance  of New York.  His  address is 6581
Ridgewood Drive, Naples, Florida 34108.

*  "Interested  Person"  within the meaning of Section  2(a)(19) of the Act. Mr.
Hale is a  Managing  Director  of  Deutsche  Asset  Management,  the U.S.  asset
management unit of Deutsche Bank and its affiliates.

The  Board  has an Audit  Committee  that  meets  with the  Trust's  independent
accountants  to review the financial  statements  of the Trust,  the adequacy of
internal controls, and the accounting procedures and policies of the Trust. Each
member of the Board, except Mr. Hale, also is a member of the Audit Committee.

                            Officers of the Portfolio

DANIEL  O.  HIRSCH  (birth  date:  March 27,  1954) -  Secretary  of the  Trust;
Director,  Deutsche Banc Alex. Brown Incorporated and Investment Company Capital
Corp. since July 1998; Assistant General Counsel, Office of the General Counsel,
United States Securities and Exchange  Commission from 1993 to 1998. His address
is One South Street, Baltimore, Maryland 21202.

JOHN A. KEFFER  (birth  date:  July 14,  1942) - President  and Chief  Executive
Officer  of  the  Trust;  President,   Forum  Financial  Group  L.L.C.  and  its
affiliates;  President ICC Distributors,  Inc.4 His address is ICC Distributors,
Inc., Two Portland Square, Portland, Maine 04101.

CHARLES A. RIZZO  (birth date:  August 5, 1958) - Treasurer  of the Trust;  Vice
President and Department  Head,  Deutsche Asset  Management  since 1998;  Senior
Manager,  PricewaterhouseCoopers LLP from 1993 to 1998. His address is One South
Street, Baltimore, Maryland 21202.

No person who is an officer or director of Bankers  Trust  company is an officer
or Trustee of the Trust.

- ------------------------
1  The "BT Fund  Complex"  consists of BT  Investment  Funds,  BT  Institutional
Funds,  BT Pyramid Mutual Funds, BT Advisor Funds,  Cash  Management  Portfolio,
Intermediate  Tax Free Portfolio,  Tax Free Money  Portfolio,  NY Tax Free Money
Portfolio, Treasury Money Portfolio,  International Equity Portfolio, Equity 500
Index Portfolio, Capital Appreciation Portfolio, Asset Management Portfolio, and
BT Investment Portfolios.

2  An investment company registered under the Investment Company Act of 1940, as
amended (the "Act").

3  A publicly held company with securities  registered pursuant to Section 12 of
the Securities and Exchange Act of 1934, as amended.

4  Underwriter/distributor  for the Trust. Mr. Keffer owns 100% of the shares of
ICC Distributors, Inc.



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