PROFUNDS
                            UltraShort Europe ProFund

        Supplement Dated January 25, 2000 to Prospectus Dated May 1, 1999

         The Board of Trustees of the  ProFunds  has  approved,  as being in the
best interests of  shareholders  of the UltraShort  Europe ProFund (the "Fund"),
the  liquidation  of the Fund and  closing  of Fund  shareholder  accounts.  The
liquidation  of the Fund is expected to occur on or about  February 14, 2000. In
anticipation of the liquidation, effective on January 25, 2000, the Fund will be
closed to any new or subsequent investments.



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