WRL SERIES FUND INC
497, 1997-03-04
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                              WRL SERIES FUND, INC.

                                ON BEHALF OF THE
                                UTILITY PORTFOLIO

     SUPPLEMENT DATED MARCH 4, 1997 TO PROSPECTUS DATED JANUARY 1, 1997, AS
     SUPPLEMENTED JANUARY 17, 1997, FEBRUARY 19, 1997 AND FEBRUARY 28, 1997

At a meeting of the Board of  Directors  (the  "Board") of the WRL Series  Fund,
Inc.  (the "Fund"),  held on March 3, 1997,  the Board  approved  changes to the
Utility Portfolio (the "Portfolio")  proposed by Federated Investment Counseling
("Federated"), Sub-Adviser to the Portfolio. These changes result primarily from
eliminating the Portfolio's  concentration in investments in utility stocks.  To
implement this change, the Board also approved a new name,  investment objective
and investment policy for the Portfolio.

Effective May 1, 1997, the following changes will be implemented:

NAME:                   Equity & Income Portfolio

INVESTMENT  OBJECTIVE:  Seeks total return by investing in securities  that have
                        defensive characteristics.

INVESTMENT POLICY:      The Portfolio invests primarily in a diversified 
                        portfolio of equity and debt securities with an 
                        emphasis on sector investing.

Sector  investing  involves  the  allocation  of Portfolio  investments  among a
variety of industry "sectors,"  including  utilities,  financial services,  real
estate investment trusts, health care, natural resources and energy sectors.


The following  replaces the first paragraph on page 41 (in the left hand column)
of the Fund  Prospectus  dated  January  1, 1997  under the  heading  "FEDERATED
INVESTMENT COUNSELING - Portfolio Managers:


                        /bullet/  PORTFOLIO MANAGER

     LINDA A. DUESSEL serves as Portfolio Manager of the Utility Portfolio.  Ms.
     Duessel has served as  Co-Portfolio  Manager of the Utility  Portfolio from
     July,  1996 until  February,  1997.  Ms.  Duessel is a Chartered  Financial
     Analyst and also serves as co-portfolio  manager for other funds managed by
     Federated.  Ms. Duessel received her B.S.,  Finance from the Wharton School
     of the University of  Pennsylvania  and her M.S.I.A.  from Carnegie  Mellon
     University.  Ms.  Duessel  has been a Vice  President  of an  affiliate  of
     Federated since 1995, and was an Assistant Vice President from 1991-1995.



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