FOUNDERS FUNDS INC
497, 1996-06-27
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                              FOUNDERS FUNDS, INC.

                Supplement to Statement of Additional Information
                                Dated May 1, 1996


The third  paragraph of the section of the  Company's  Statement  of  Additional
Information entitled "Determination of Net Asset
Value" is hereby amended to read as follows:

         DISCOVERY, FRONTIER, PASSPORT, SPECIAL, INTERNATIONAL EQUITY, WORLDWIDE
GROWTH,  GROWTH,  BLUE CHIP,  BALANCED AND GOVERNMENT  SECURITIES FUNDS. The net
asset value per share of each Fund is  calculated  by dividing  the value of all
securities  held by that  Fund and its other  assets  (including  dividends  and
interest  accrued but not  collected),  less the Fund's  liabilities  (including
accrued expenses),  by the number of outstanding shares of that Fund. Securities
traded on national securities  exchanges and foreign markets are valued at their
last sale prices on the exchanges or markets where such securities are primarily
traded (except as described in the preceding  paragraph).  Securities  traded in
the  over-the-counter  market  (including  those  traded on the NASDAQ  National
Market System and the NASDAQ Small Cap Market),  and listed securities for which
no sales were  reported on a particular  date,  are valued at their last current
bid prices or, in the case of foreign securities, on the basis of the average of
at least two market maker quotes and/or the PORTAL system.  If market quotations
are not  readily  available,  securities  will be valued at their fair values as
determined  in good faith by the  Company's  board of  directors  or pursuant to
procedures approved by the board of directors.  The above procedures may include
the use of valuations  furnished by pricing  services,  including  services that
employ a matrix to determine  valuations for normal  institutional-size  trading
units of debt securities.  The Company's board of directors periodically reviews
and  approves  the  pricing  services  used  to  value  the  Funds'  securities.
Commercial paper with remaining  maturities of sixty days or less at the time of
purchase will be valued at amortized cost, absent unusual circumstances.

The date of this Supplement is June 27, 1996.






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