FOUNDERS FUNDS INC
497, 1999-12-10
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                     Supplement dated December 10, 1999 to
                        Founders Funds, Inc. Prospectus
                               dated May 1, 1999
             (as previously supplemented through December 8, 1999)


Effective  December  8, 1999,  Kevin S.  Sonnett  has been  appointed  portfolio
manager of  Founders  Mid-Cap  Growth  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 Douglas A.
Loeffler:

     Kevin S. Sonnett, Vice President of Investments. Mr. Sonnett is a Chartered
     Financial Analyst who has been portfolio manager of Founders Mid-Cap Growth
     Fund since December 1999. He joined  Founders in February 1997 as an equity
     analyst for the small- and mid-cap  investment  team,  and was  promoted to
     senior equity analyst in 1999. Before joining Founders,  Mr. Sonnett was an
     equity analyst with the Colorado Public  Employees  Retirement  Association
     from 1995 to 1997,  and an  investor  services  representative  with  Janus
     Service  Corporation  from 1994 to 1995.  Mr.  Sonnett  holds a  bachelor's
     degree in  marketing  from  Pennsylvania  State  University  and a master's
     degree in finance from the University of Colorado.

The paragraph  concerning  Paul A. LaRocco in this section of the  Prospectus is
deleted, since Mr. LaRocco has resigned his position with Founders.


<PAGE>

                              FOUNDERS FUNDS INC.
                       SUPPLEMENT DATED DECEMBER 10, 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;  Douglas A.
     Loeffler,  Vice President;  Andra C. Ozols,  Vice President,  David L. Ray,
     Senior Vice President and Treasurer; Linda M. Ripley, Vice President; Kevin
     S. Sonnett, Vice President; and Tracy P. Stouffer, Vice President.

This supplement supersedes the supplement dated December 8, 1999.




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