Rule 497(e)
File Nos. 811-3364
2-75503
MAXIM SERIES FUND, INC.
Supplement dated October 1, 1999 to the
Prospectus dated July 26, 1999
Currently, the Maxim Aggressive Profile II, Maxim Moderately Aggressive Profile
II, Maxim Moderate Profile II, Maxim Moderately Conservative Profile II and
Maxim Conservative Profile II Portfolios (the "Profile II Portfolios") invest
only in securities of other Portfolios of Maxim Series Fund, Inc. ("affiliated
mutual funds"). The Profile II Portfolios are seeking an order of the Securities
and Exchange Commission (the "SEC") to permit them to invest in securities of
unaffiliated, as well as affiliated, mutual funds. There can be no assurance
that the SEC will grant the requested order. If granted, the Profile II
Portfolios will begin investing in both affiliated and unaffiliated mutual funds
at the next regularly scheduled rebalancing of the Profile II Portfolios on
November 22. If the SEC issues the order after that date, there will be a
special rebalancing, which would occur promptly after the order is issued.
This supplement should be retained with the
Prospectus for future reference.
