FOUNDERS FUNDS INC
497, 1999-12-08
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                      Supplement dated December 8, 1999 to
                        Founders Funds, Inc. Prospectus
                               dated May 1, 1999
            (as previously supplemented through September 20, 1999)


Effective  December 8, 1999,  Curtis J.  Anderson has been  appointed  portfolio
manager of Founders  Balanced Fund.  Accordingly,  the  description of Founders'
investment  management  team in the  section of the  Prospectus  titled "How the
Funds Are Managed - Founders' Investment Management Team" is amended as follows:

The following  paragraph is added following the paragraph  concerning  Robert T.
Ammann:

Curtis J. Anderson,  Vice President of Investments.  Mr. Anderson is a Chartered
Financial Analyst who has been portfolio manager of Founders Balanced Fund since
December  1999.  Before  joining  Founders,  Mr.  Anderson  was  a  senior  vice
president,  director of research,  and a portfolio  manager with First  Security
Investment  Management,  Salt Lake City,  Utah. Mr.  Anderson holds a bachelor's
degree in finance and an MBA from the University of Utah.

The  paragraph  concerning  Brian F. Kelly in this section of the  Prospectus is
deleted, since Mr. Kelly is no longer associated with Founders.



<PAGE>

                             FOUNDERS FUNDS INC.
                       SUPPLEMENT DATED DECEMBER 8, 1999
                     TO STATEMENT OF ADDITIONAL INFORMATION
                               DATED MAY 1, 1999
              (as previously supplemented through August 16, 1999)

The  section  of  the  Funds'  Statement  of  Additional   Information  entitled
"Investment  Adviser,  Distributor  and Other  Service  Providers --  Investment
Adviser"  is hereby  amended on page 39 to replace the third  paragraph  on that
page with the following:

Founders and its predecessor companies have been providing investment management
services  since 1938.  In addition to serving as adviser to the Funds,  Founders
serves as investment  adviser or  sub-adviser  to various other mutual funds and
private  accounts.  The officers of Founders  include  Christopher  M.  Condron,
Chairman,  Richard W. Sabo,  President and Chief  Executive  Officer;  Robert T.
Ammann, Vice President; Curtis J. Anderson, Vice President, Thomas M. Arrington,
Vice President;  Marissa A. Banuelos,  Vice President;  Angelo Barr, Senior Vice
President and National Sales Manager; Scott A. Chapman, Vice President;  Kenneth
R. Christoffersen, Senior Vice President, General Counsel and Secretary; Gregory
P. Contillo,  Executive Vice President and Chief Marketing  Officer;  Francis P.
Gaffney, Senior Vice President;  Laurine Garrity, Senior Vice President; Paul A.
LaRocco, Vice President;  Douglas A. Loeffler,  Vice President;  Andra C. Ozols,
Vice  President,  David L. Ray,  Senior Vice President and  Treasurer;  Linda M.
Ripley, Vice President; and Tracy P. Stouffer, Vice President.




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