DREYFUS CAPITAL VALUE FUND INC
497, 1994-08-26
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                                              August 24, 1994

                 DREYFUS CAPITAL VALUE FUND (A PREMIER FUND)
               Supplement to Prospectus dated January 28, 1994


              The following anticipated changes have occurred:

I.   CONSUMMATION OF THE MERGER

     The following information supplements and supersedes any contrary
information contained in the Fund's Prospectus.
     On this date, the previously announced merger between The Dreyfus
Corporation ("Dreyfus") and a subsidiary of Mellon Bank Corporation ("Mellon")
was completed, and as a result, Dreyfus now is a wholly-owned subsidiary of
Mellon Bank, N.A. instead of a publicly-owned corporation.
     Mellon is a publicly owned multibank holding company incorporated under
Pennsylvania law in 1971 and registered under the Federal Bank Holding Company
Act of 1956, as amended.  Mellon provides a comprehensive range of financial
products and services in domestic and selected international markets.  Mellon
is among the twenty-five largest bank holding companies in the United States
based on total assets.  Mellon's principal wholly-owned subsidiaries are
Mellon Bank, N.A., Mellon Bank (DE) National Association, Mellon Bank (MD),
The Boston Company, Inc., AFCO Credit Corporation and a number of companies
known as Mellon Financial Services Corporations.  Through its subsidiaries,
Mellon managed more than $130 billion in assets as of July 31, 1994, including
approximately $6 billion in mutual fund assets.  As of June 30, 1994, various
subsidiaries of Mellon provided non-investment services, such as custodial or
administration services, for approximately $747 billion in assets, including
approximately $97 billion in mutual fund assets.

II.  NEW DISTRIBUTOR
     The following information supersedes and replaces any contrary
information contained in the Fund's Prospectus and specifically in the section
entitled "How to Buy Fund Shares."
     The Fund's distributor is Premier Mutual Fund Services, Inc. (the
"Distributor"), located at One Exchange Place, Boston, Massachusetts 02109.
The Distributor is a wholly-owned subsidiary of Institutional Administration
Services, Inc., a provider of mutual fund administration services, the parent
company of which is Boston Institutional Group, Inc.
     Accordingly, references in the Prospectus to Dreyfus Service Corporation
as the Fund's distributor should be substituted with Premier Mutual Fund
Services, Inc.

III.  NEW RULE 12b-1 PLAN ARRANGEMENTS IMPLEMENTED
     The following information supersedes and replaces the information
contained in the section in the Fund's Prospectus entitled "Distribution Plan
and Shareholder Services Plan--Distribution Plan."
     Under the Distribution Plan, adopted pursuant to Rule 12b-1 under the
Investment Company Act of 1940, the Fund pays the Distributor for distributing
the Fund's Class B shares at an annual rate of .75 of 1% of the value of the
average daily net assets of Class B.

IV.  RESULTS OF FUND SHAREHOLDER VOTE
     The following information supplements and supersedes any contrary
information contained in the Fund's Prospectus.
     On August 4, 1994, the Fund's shareholders voted to approve (a) a new
investment advisory agreement with Dreyfus and (b) a new Distribution Plan,
each of which became effective upon consummation of the merger between Dreyfus
and a subsidiary of Mellon.



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