THE S&P 500(R)PROTECTED EQUITY FUND, INC.



                       SUPPLEMENT DATED JANUARY 31, 2000
                   TO THE PROSPECTUS DATED NOVEMBER 3, 1999



         In addition to trading on the New York Stock Exchange under the
symbol "PEF", the Fund's shares of common stock are also quoted on the Nasdaq
National Market ("Nasdaq") under the symbol "PEFX".

         This prospectus may be used by Merrill Lynch, Pierce, Fenner & Smith
Incorporated ("Merrill Lynch") in connection with offers and sales related to
market-making transactions in the common stock on Nasdaq. Merrill Lynch may
act as principal or agent in such transactions. Such sales will be made at
prices related to prevailing market prices at the time of sale.

CODE-19073-1199ALL



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