MAXIM SERIES FUND INC
497, 1999-08-31
DRILLING OIL & GAS WELLS
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                                                                     Rule 497(e)
                                                               File Nos.811-3364
                                                                         2-75503





                             MAXIM SERIES FUND, INC.
                  SUPPLEMENT TO PROSPECTUS DATED MARCH 1, 1999


Maxim Vista Growth & Income Portfolio

The  description  of the Vista Growth & Income  Portfolio  Managers on page 8 is
hereby  amended  to delete  the  current  disclosure  and to replace it with the
following information, effective August 19, 1999:

Robert Heintz,  Directory of Equity  Management,  Research and Trading at Chase,
and  Steve  O'Keefe,  Portfolio  Manager  at  Chase,  are  responsible  for  the
day-to-day management of the Vista Portfolio.

Mr. Heintz has worked at Chase since 1983 in an investment  management position.
Before  joining Chase,  he worked at the Bank of New York as Portfolio  Manager.
Mr.  Heintz has been a manager of the Vista  Portfolio  since August 1999. He is
also  Portfolio  Manager of the Vista Equity Income Fund (since August 1999) and
the Chase Equity Income Fund (since 1988).
Mr. O'Keefe joined Chase in 1989.  Prior to joining Chase, he held a position as
Quantitative  Analyst  for the  investment  division of  American  General.  Mr.
O'Keefe has been a manager of the Vista Portfolio since August 1999.


                 The date of this supplement is August 31, 1999.




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