PROFUNDS
497, 1999-09-16
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                                    PROFUNDS
                       SUPPLEMENT DATED SEPTEMBER 20, 1999
                         TO PROSPECTUS DATED MAY 1, 1999

As a result of the change of time at which the net asset values for the
UltraEurope and UltraShort Europe ProFunds are calculated the prospectus has
been amended as follows:

THE SECOND PARAGRAPH IN THE "CALCULATING THE PROFUNDS' SHARE PRICES" SECTION ON
PAGE 31 IS DELETED AND IN LIEU THEREOF THE FOLLOWING IS INSERTED:

The UltraEurope and UltraShort Europe ProFunds calculate their daily share
prices on the basis of net asset value of each class of shares at the latest
close of trading of the three exchanges tracked by the ProFunds Europe Index
(PEI): the London Stock Exchange, the Frankfurt Stock Exchange and the Paris
Bourse (normally, 11:30 a.m., Eastern time), on each day that all three of these
exchanges and the NYSE are open.

THE FOURTH BULLET ITEM ON PAGE 32 IS DELETED AND IN LIEU THEREOF THE FOLLOWING
IS INSERTED:

o  futures prices used to calculate net asset values for the UltraEurope ProFund
   and UltraShort Europe ProFund will be the last transaction prices for the
   respective futures contracts that occur immediately prior to the close of the
   underlying stock exchange.

THE EIGHTH BULLET ITEM ON PAGE 32 IS DELETED AND IN LIEU THEREOF THE FOLLOWING
IS INSERTED:

o  the foreign exchange rates used to calculate the net asset values for the
   UltraEurope ProFund and the UltraShort Europe ProFund will be the mean of the
   bid price and the asked price for the respective foreign currency occurring
   immediately before the last underlying stock exchange closes.

THE THIRD BULLET ITEM UNDER THE "PLEASE KEEP IN MIND WHEN PURCHASING SHARES"
SECTION ON PAGE 40 IS DELETED AND IN LIEU THEREOF THE FOLLOWING IS INSERTED:

o  A wire order is considered in good order only if (i) you have called ProFunds
   under the procedures described above and (ii) ProFunds receives and accepts
   your wire. ProFunds only accepts wires during the times it processes wires:
   between 8:00 a.m. and 3:30 p.m., Eastern time for all ProFunds, except that
   UltraEurope and UltraShort Europe ProFunds do not receive and process wires
   from 10:30 a.m. through 11:30 a.m., Eastern time. Wires received after
   ProFunds' wire processing times will be processed as of the next time that
   orders are processed. If the primary exchange or market on which a ProFund
   transacts business closes early, the above cut-off time will be 25 minutes
   prior to the close of such exchange or market.

THE BOLD TYPE WITHIN THE SECOND PARAGRAPH UNDER THE "EXCHANGES" SECTION ON PAGE
41 IS DELETED AND IN LIEU THEREOF THE FOLLOWING IS INSERTED:

EXCHANGE ORDERS BETWEEN PROFUNDS CAN BE ACCEPTED BY PHONE BETWEEN 8:00 A.M. AND
3:50 P.M. AND BETWEEN 4:30 P.M. AND 9:00 P.M. EASTERN TIME, WITH THE EXCEPTION
THAT PROFUNDS DOES NOT ACCEPT EXCHANGE ORDERS INVOLVING ULTRAEUROPE AND
ULTRASHORT EUROPE PROFUNDS BETWEEN 10:30 A.M. AND 11:30 A.M., EASTERN TIME.


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THE THIRD PARAGRAPH ON PAGE 41 AND THE TEXT BEFORE "REDEEMING PROFUND SHARES" ON
PAGE 42 IS DELETED AND IN LIEU THEREOF THE FOLLOWING IS INSERTED:

PLEASE KEEP IN MIND WHEN EXCHANGING SHARES:

o  An exchange actually is a redemption (sale) of shares of one ProFund and a
   purchase of shares of another ProFund.
o  If both ProFunds involved in the exchange have their respective net asset
   values calculated at the same time then both the sale and the buy will occur
   simultaneously.

For example, assume you were to exchange Money Market ProFund for UltraOTC
ProFund and the order was placed before 3:50 p.m., Eastern time, on any business
day. The net asset values for both ProFunds involved in the transaction are
computed at the same time. Therefore, both the price of the shares sold out of
Money Market ProFund and the shares purchased into UltraOTC ProFund would be
determined simultaneously when the net asset values are next computed, normally
4:00 p.m., Eastern time.

o  If the exchange involves ProFunds that calculate their net asset values at
   different times, you will receive the net asset value next computed for the
   redemption transaction. The purchase transaction will receive the price next
   determined after the redemption transaction is completed. The proceeds from
   the sale will not be invested during the intervening period and will not earn
   interest during that time.

For example, assume you were to exchange UltraBull ProFund for UltraEurope
ProFund and the order was placed before 3:50 p.m., Eastern time, on a business
day of the UltraBull ProFund. The net asset values of UltraEurope and UltraBull
ProFunds are not determined at the same time. As a result, the components of the
exchange would be valued at two different times. First, the sale from UltraBull
ProFund would be priced using the next computed net asset value, which would be
determined normally at 4:00 p.m., Eastern time, on such day. Second, the buy
into UltraEurope ProFund would receive the net asset value of UltraEurope
ProFund next determined after the redemption from UltraBull ProFund. That
determination of the net asset value of UltraEurope ProFund would normally take
place at 11:30 a.m., Eastern time, on the next business day of UltraEurope
ProFund.

o  Please note that during certain periods, it may take several days for
   exchanges to be completed due to holidays.

o  The minimum exchange for self-directed accounts is $1,000 or, if less, for
   the account's entire current value.
You may exchange, on a regular basis, shares of the Money Market ProFund for
shares of other ProFunds through an Automatic Exchange Plan. For more
information on this option, please call ProFunds at 888-776-3637.

THE THIRD SENTENCE IN THE FIRST PARAGRAPH OF THE "REDEEMING PROFUND SHARES"
SECTION ON PAGE 42 IS DELETED AND IN LIEU THEREOF THE FOLLOWING IS INSERTED:

ULTRAEUROPE AND ULTRASHORT EUROPE PROFUNDS ACCEPT TELEPHONE REDEMPTION ORDERS
ONLY BETWEEN 8:00 A.M. AND 10:30 A.M. AND 11:30 A.M. AND 9:00 P.M., EASTERN
TIME.

THE SECOND SENTENCE OF THE FIRST BULLET ITEM ON PAGE 45 IS DELETED AND IN LIEU
THEREOF THE FOLLOWING IS INSERTED:

The business date of these redemptions may be the business day following the day
your redemption request reaches ProFunds.

          INVESTORS SHOULD RETAIN THIS SUPPLEMENT FOR FUTURE REFERENCE



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