Rule 497(e)
File No. 2-75503
MAXIM SERIES FUND, INC.
August 8, 1995
Insert on page 24 of the Qualified Prospectus amending disclosure
regarding the description of the Small-Cap Aggressive Growth Portfolio.
The Portfolio will invest primarily in stocks of small-cap
companies with good earnings growth potential that are
believed to be undervalued by the market. Loomis
Sayles seeks to build a core small-cap portfolio of solid
growth companies' stock with a smaller emphasis on
special situations and turnarounds (companies that have
experienced significant business problems but which are
believed to have favorable prospects for recovery), as
well as unrecognized stocks.
This paragraph replaces the second full paragraph on page 32 of the
Qualified Prospectus regarding the day-to-day managers for the Small-
Cap Aggressive Growth Portfolio.
Jeffrey C. Petherick, Vice President of Loomis, Sayles &
Company, L.P. ("Loomis Sayles") and New England
Zenith Fund, and Mary Champagne, Vice President of
Loomis Sayles, have day-to-day management
responsibility for the Small-Cap Aggressive Growth
Portfolio. Mr. Petherick has co-managed the Portfolio
since the Portfolio's inception. Mr. Petherick was an
investment manager at Masco Corporation prior to
joining Loomis Sayles in 1990. Ms. Champagne has co-
managed the Portfolio since July 1995. Prior to joining
Loomis Sayles in 1993, Ms. Champagne served as a
portfolio manager at NBD Bank for 10 years.
