SBL FUND
497, 2000-03-15
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                         SBL FUND PROSPECTUS SUPPLEMENT
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SBL FUND
MEMBER OF THE SECURITY BENEFIT GROUP OF COMPANIES
700 HARRISON, TOPEKA, KANSAS 66636-0001


                         SUPPLEMENT DATED MARCH 15, 2000
                        TO PROSPECTUS DATED JULY 23, 1999
                        AS SUPPLEMENTED FEBRUARY 1, 2000


UNDER THE SECTION "SERIES'  PRINCIPAL  INVESTMENT  STRATEGIES" ADD THE FOLLOWING
INFORMATION FOR SERIES A (GROWTH SERIES),  SERIES B  (GROWTH-INCOME  SERIES) AND
SERIES Y (SELECT 25 SERIES):

The  Series  also may invest a portion  of its  assets in  options  and  futures
contracts which may be used to hedge the Series' portfolio,  to increase returns
or to maintain exposure to the equity markets.

FOR SERIES A (GROWTH SERIES) AND SERIES Y (SELECT 25 SERIES) ADD:

The Series may invest in a variety of investment companies, including those that
seek to track the composition  and  performance of a specific index.  The Series
may use these index-based investments as a way of managing its cash position, to
gain  exposure  to the  equity  markets,  or a  particular  sector of the equity
market, while maintaining liquidity.

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INDEX-BASED   INVESTMENTS,   such  as  S&P  Depositary  Receipts  (SPDRs),  hold
substantially  all of their assets in securities  representing a specific index.
In the case of SPDRs the index represented is the S&P 500.
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FOR SERIES S (SOCIAL AWARENESS SERIES) ADD:

The Series  also may invest in  companies  that are  included  in the Domini 400
Social  IndexSM,  which  companies  will be deemed to comply with Series' social
criteria.

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The DOMINI 400 SOCIAL INDEXSM (DSI) is a market  capitalization-weighted  common
stock index.  It monitors the  performance  of 400 U.S.  corporations  that pass
multiple,  broad-based social screens. The DSI 400 consists of approximately 250
companies  included  in the  Standard  & Poor's  500  Index,  approximately  100
additional  large  companies  not  included  in the S&P but  providing  industry
representation,  and  approximately  50 additional  companies with  particularly
strong  social  characteristics.  The DSI is  maintained  by Kinder,  Lydenberg,
Domini & Co., Inc.
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FOR SERIES X, THE DESCRIPTION OF THE MARKET  CAPITALIZATION  OF THE COMPANIES IN
WHICH THE SERIES MAY INVEST IS REVISED TO READ AS FOLLOWS:

The  Series  pursues  its  investment  objective  by  investing,   under  normal
circumstances,  at least 65% of its assets in equity  securities of domestic and
foreign companies with market  capitalizations  substantially similar to that of
companies in the Russell 2000 Growth Index at the time of purchase.

UNDER THE SECTION "MAIN RISKS,"  SUBSECTION  "OPTIONS AND FUTURES" THE REFERENCE
TO "EXCEPT SERIES A" IS REMOVED.

EFFECTIVE  MARCH  7,  2000,  TERRY A.  MILBERGER  ASSUMED  PORTFOLIO  MANAGEMENT
RESPONSIBILITIES  FOR  SERIES B  (GROWTH-INCOME  SERIES),  REPLACING  MICHAEL A.
PETERSON.  MR. PETERSON'S  BIOGRAPHICAL  INFORMATION APPEARING UNDER THE HEADING
"PORTFOLIO  MANAGERS" IS REMOVED AND MR.  MILBERGER'S  BIOGRAPHICAL  INFORMATION
UNDER THE SAME HEADING IS REPLACED WITH THE FOLLOWING INFORMATION:

TERRY A. MILBERGER,  Senior Vice President and Senior  Portfolio  Manager of the
Investment  Manager,  has managed  Series A (Growth  Series)  since 1989 and has
managed Series B  (Growth-Income  Series) since March 2000. He has been the lead
manager of Series Y (Select  25 Series)  since its  inception  in May 1999.  Mr.
Milberger has more than 20 years of investment  experience.  He began his career
as an investment analyst in the insurance industry and from 1974 through 1978 he
served as an assistant portfolio manager for the Investment Manager. He was then
employed as Vice  President of Texas  Commerce Bank and managed its pension fund
assets until he returned to the Investment  Manager in 1981. Mr. Milberger holds
a bachelor's  degree in business and an M.B.A. from the University of Kansas and
is a Chartered Financial Analyst.


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