FIRST INVESTORS SERIES FUND II INC
497, 1999-11-30
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                     FIRST INVESTORS EQUITY FUNDS PROSPECTUS

                                  Total Return
                                 Growth & Income
                                    Blue Chip
                                Utilities Income
                               Mid-Cap Opportunity
                               Special Situations
                                     Global

   Supplement dated November 30, 1999 to Prospectus dated February 19, 1999.

1. In the table  appearing at the top of page 5, the  performance of the S&P 500
   Index since  inception  of the Total Return  Fund's Class B shares  (1/12/95)
   should read as 30.41% rather than 10.41%.

2. In the table  appearing at the bottom of page 11, the  performance of the S&P
   500  Index  since  inception  of the  Growth & Income  Fund's  Class A shares
   (10/14/93) should read as 22.98% rather than 18.47%.

3. The Fund Management section beginning on page 42 is amended as follows:

      All references to Dennis T. Fitzpatrick as Portfolio Manager of the Growth
      & Income Fund and the Blue Chip Fund are changed to Co-Portfolio Manager.
      Add Andrew Wedeck as Co-Portfolio Manager of the Growth & Income Fund and
      the Blue Chip Fund. From April 1999 to November 1999, Mr. Wedeck was a
      Research Analyst at Cramer Rosenthal McGlynn. From April 1998 to March
      1999, Mr. Wedeck was a personal money management consultant for family
      members. From 1995 to March 1998, Mr. Wedeck was an Equity Analyst at
      Stechler & Company.


<PAGE>


                      FIRST INVESTORS GROWTH & INCOME FUND
                      Supplement dated November 30, 1999 to
                       Prospectus dated February 19, 1999

The  section  entitled  "Who  manages  the Growth & Income  Fund?" is amended as
follows:

      All references to Dennis T. Fitzpatrick as Portfolio Manager of the Growth
      & Income Fund are changed to  Co-Portfolio  Manager.  Add Andrew Wedeck as
      Co-Portfolio  Manager  of the  Growth & Income  Fund.  From  April 1999 to
      November  1999,  Mr.  Wedeck  was a Research  Analyst at Cramer  Rosenthal
      McGlynn.  From April 1998 to March 1999,  Mr. Wedeck was a personal  money
      management  consultant  for family  members.  From 1995 to March 1998, Mr.
      Wedeck was an Equity Analyst at Stechler & Company.

GI1199




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