FIRST INVESTORS SERIES FUND II, INC.
Supplement dated October 28, 1997
to Prospectus dated February 28, 1997
The Board of Directors ("Board of Directors") of First Investors Series
Fund II, Inc. ("Series Fund II") recently approved changing the name and certain
investment policies of First Investors U.S.A. Mid-Cap Opportunity Fund (the
"Fund") to eliminate the requirement that the Fund invest solely in U.S.
issuers. The Fund's new name will be First Investors Mid-Cap Opportunity Fund
and the Fund will be authorized to invest up to 15% of its total assets in
foreign securities. The Fund's foreign investments will be limited to American
Depository Receipts. These changes and certain other approved policy changes
will be effective the end of December 1997 or the beginning of January 1998. The
Fund will continue to invest primarily in securities issued by mid-cap
companies.
The Board of Directors also approved the termination of the Subadvisory
Agreement with Wellington Management Company, LLP with respect to the Growth &
Income Fund effective January 1, 1998. As of that date, the Growth & Income Fund
will be managed directly by the Fund's adviser, First Investors Management
Company, Inc. ("FIMCO"). The Fund will be co-managed by two FIMCO portfolio
managers, Dennis T. Fitzpatrick and Kimberly Speegle. Mr. Fitzpatrick also
co-manages the Blue Chip Fund of First Investors Series Fund, the Blue Chip Fund
of First Investors Life Series Fund and the Blue Chip Fund of Executive
Investors Trust. Mr. Fitzpatrick joined FIMCO in October 1995 as a Large Cap
Analyst. From July 1995 to October 1995, Mr. Fitzpatrick was a Regional Surety
Manager at United States Fidelity & Guaranty Co. and from 1988 to 1995 he was
Northeast Surety Manager at American International Group. Ms. Speegle joined
FIMCO in August 1997 as an Assistant Portfolio Manager. From March 1997 to
August 1997, Ms. Speegle was an Investment Analyst at Sage Asset Management and
from 1992 to 1995 she was a Portfolio Manager for the Clark Family.
The following replaces the second sentence under "Systematic Investing" on
page 16:
You may also elect to invest in Class A or Class B shares of a Fund at net asset
value all the cash distributions or Systematic Withdrawal Plan payments from the
same class of shares of an existing account in another Eligible Fund.
FISFP697
