LIFE OF VIRGINIA SERIES FUND INC
497, 1997-02-04
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                        Supplement Dated February 4, 1997
                         To prospectus Dated May 1, 1996
                     For Life of Virginia Series Fund, Inc.


On January 29, 1997 the Board of Directors of Life of Virginia Series Fund, Inc,
(the  "Fund")  voted to make  the  following  changes  (subject  to  shareholder
approval) with respect to the Fund:

(1) To replace Aon Advisors,  Inc., the current investment advisor of the Fund's
portfolios,  with GE  Investment  Management  Incorporated  ("GEIM").  GEIM is a
registered investment adviser that is a division of General Electric Company.

(2) To cease using the services of Perpetual Portfolio  Management Limited,  the
current investment sub-adviser of the Fund's International Equity Portfolio.

(3)  To  appoint  KPMG  Peat  Marwick  LLP  as  the  Fund's  independent  public
accountant.

(4)  To change the Fund's name to "GE Investments Funds, Inc."

The  directors  of the Fund set  April  16,  1997 as the date for a  shareholder
meeting  to  consider  these  changes.  Shareholders  of  record at the close of
business  on  February  28,  1997 will have the tight to vote on these and other
matters  to  be  considered  at  the  shareholder  meeting.  A  proxy  statement
describing  these matters in greater  detail will be mailed on or about March 5,
1997 to all Fund  shareholders of record as of the close of business on February
28,  1997.  If you would  like  additional  information  (or a copy of the proxy
statement  when it is available)  please write to the Fund at 6610 W. Broad St.,
Richmond, Virginia 23230 or call 1-800-636- 7203.




                       Life of Virginia Series Fund, Inc.
                                6610 W. Broad St.
                               Richmond, VA 23230



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February 4, 1997



VIA EDGAR

Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC  20549

RE:             Rule 497 for
                Life of Virginia Series Fund, Inc.
                File No. 2-91369

Commissioners:

Transmitted with this letter via EDGAR for filing pursuant to Rule 497 under the
Securities  Act of 1933 is an  electronic  format  copy of a  supplement,  dated
February  4,  1997,  to the  current  prospectus  dated  May 1, 1996 for Life of
Virginia Series Fund, Inc.

The supplement is in the exact form in which it will be used.

If you have any questions,  please contact the  undersigned at (804) 281-6382 or
Laurie Deusebio at (804) 289-6765.

Sincerely,



William E. Daner, Jr.
Counsel

Enclosures

cc:  David Goldstein, Esq.
           Sutherland, Asbill & Brennan
           1275 Pennsylvania Ave., NW
           Washington, DC  20004-2404
     Laurie Deusebio, Life of Virginia



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