DREYFUS STRATEGIC MUNICIPAL BOND FUND, INC.
DREYFUS STRATEGIC MUNICIPALS, INC.
NOTICE OF ANNUAL MEETINGS OF STOCKHOLDERS
To the Stockholders:
The Annual Meeting of Stockholders of each of Dreyfus Strategic
Municipal Bond Fund, Inc. and Dreyfus Strategic Municipals, Inc. (each, a
"Fund" and, collectively, the "Funds") will be held at the offices of The
Dreyfus Corporation, 200 Park Avenue, 7th Floor West, New York, New York, on
Friday, April 18, 1997 at 10:00 a.m., for the following purposes:
1. To elect Class Directors to serve for a specified term and until
their successors are duly elected and qualified.
2. To ratify the selection of the Fund's independent auditors.
3. To transact such other business as may properly come before the
meeting, or any adjournment or adjournments thereof.
Stockholders of record at the close of business on February 21, 1997
will be entitled to receive notice of and to vote at the meeting.
By Order of the Board of Directors
John E. Pelletier
Secretary
New York, New York
March 5, 1997
______________________________________________________________________________
WE NEED YOUR PROXY VOTE IMMEDIATELY
A STOCKHOLDER MAY THINK HIS VOTE IS NOT IMPORTANT, BUT IT IS VITAL. BY LAW,
THE ANNUAL MEETING OF STOCKHOLDERS OF EACH FUND WILL HAVE TO BE ADJOURNED
WITHOUT CONDUCTING ANY BUSINESS IF LESS THAN A QUORUM IS REPRESENTED. IN
THAT EVENT, THE AFFECTED FUND WOULD CONTINUE TO SOLICIT VOTES IN AN ATTEMPT
TO ACHIEVE A QUORUM. CLEARLY, YOUR VOTE COULD BE CRITICAL TO ENABLE THE
FUND(S) TO HOLD THE MEETING(S) AS SCHEDULED, SO PLEASE RETURN YOUR PROXY
CARD IMMEDIATELY. YOU AND ALL OTHER STOCKHOLDERS WILL BENEFIT FROM YOUR
COOPERATION.
______________________________________________________________________________
DREYFUS STRATEGIC MUNICIPAL BOND FUND, INC.
DREYFUS STRATEGIC MUNICIPALS, INC.
COMBINED PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON FRIDAY, APRIL 18, 1997
This proxy statement is furnished in connection with a solicitation
of proxies by the Board of Directors of each of Dreyfus Strategic Municipal
Bond Fund, Inc. and Dreyfus Strategic Municipals, Inc. (each, a "Fund" and,
collectively, the "Funds") to be used at the Annual Meeting of Stockholders
of each Fund to be held on Friday, April 18, 1997 at 10:00 a.m., at the
offices of The Dreyfus Corporation, 200 Park Avenue, 7th Floor West, New
York, New York, for the purposes set forth in the accompanying Notice of
Annual Meetings of Stockholders. Stockholders of record at the close of
business on February 21, 1997 are entitled to be present and to vote at the
meeting. Each Fund share is entitled to one vote. Stockholders can vote only
on matters affecting the Fund(s) of which they are stockholders. Shares
represented by executed and unrevoked proxies will be voted in accordance
with the specifications made thereon. If any enclosed form of proxy is
executed and returned, it nevertheless may be revoked by another proxy or by
letter or telegram directed to the relevant Fund, which must indicate the
stockholder's name. To be effective, such revocation must be received prior
to the relevant Fund's meeting. In addition, any stockholder who attends a
meeting in person may vote by ballot at the relevant Fund meeting, thereby
canceling any proxy previously given. As of February 21, 1997, your Fund had
outstanding the number of shares indicated on Exhibit A.
It is estimated that proxy materials will be mailed to stockholders
of record on or about March 12, 1997. The principal executive offices of each
Fund are located at 200 Park Avenue, New York, New York 10166. COPIES OF EACH
FUND'S MOST RECENT ANNUAL AND SEMI-ANNUAL REPORTS ARE AVAILABLE UPON REQUEST,
WITHOUT CHARGE, BY WRITING TO THE FUND AT 144 GLENN CURTISS BOULEVARD,
UNIONDALE, NEW YORK 11556-0144 OR BY CALLING TOLL-FREE 1-800-334-6899.
Stockholders of each Fund will vote as a single class and will vote
separately on each proposal on which stockholders of that Fund are entitled
to vote. If a proposal is approved by stockholders of one Fund and
disapproved by stockholders of the other Fund, the proposal will be
implemented for the Fund that approved the proposal and will not be
implemented for the Fund that did not approve the proposal. Therefore, it is
essential that stockholders who own shares in each Fund complete, date, sign
and return each proxy card they receive.
PROPOSAL 1. ELECTION OF DIRECTORS
Each Fund's Board of Directors is divided into three classes with
the term of office of one class expiring each year. It is proposed that
stockholders of each Fund consider the election of the individuals listed
below (the "Nominees") as Directors of the indicated class of such Fund. With
respect to Dreyfus Strategic Municipal Bond Fund, Inc. ("DSMB"), Messrs.
Carter, DiMartino and Leone, who have been Directors of DSMB since 1989, 1995
and 1989, respectively, are to be elected as Class I Directors to serve for a
three-year term. With respect to Dreyfus Strategic Municipals, Inc. ("DSM"),
Messrs. Burke, Mautner and Zuccotti, who have been Directors of DSM since
1994, 1987 and 1987, respectively, are to be elected as Class III Directors
to serve for a three-year term. Messrs. Carter, DiMartino and Leone also are
continuing Class I Directors of DSM and Messrs. Burke, Mautner and Zuccotti
also are continuing Class III Directors of DSMB. Each Nominee has consented
to being named in this proxy statement and has agreed to serve as a Director
of the indicated Fund if elected. Biographical information about each Nominee
is set forth below. Biographical information about each Fund's other
continuing Directors and other relevant information is set forth on Exhibit
A.
<TABLE>
NAME, PRINCIPAL OCCUPATION AND
BUSINESS EXPERIENCE FOR PAST FIVE YEARS AGE
<S> <C> <C>
*DAVID W. BURKE -- CLASS III DIRECTOR OF DSM ONLY 60
Chairman of the Broadcasting Board of Governors, an independent board
within the United States Information Agency, since August 1995. From
August 1994 to December 1994, he was a consultant to The Dreyfus
Corporation ("Dreyfus"), each Fund's investment adviser, and from
October 1990 to August 1994, he was Vice President and Chief
Administrative Officer of Dreyfus. From 1977 to 1990, Mr. Burke was
involved in the management of national television news, as Vice
President and Executive Vice President of ABC News, and subsequently
as President of CBS News. His address is Box 654, Eastham,
Massachusetts 02642.
HODDING CARTER, III -- CLASS I DIRECTOR OF DSMB ONLY 61
Chairman of MainStreet, a television production company. Since 1995,
Knight Professor of Public Affairs Journalism at the University of
Maryland. From 1985 to 1986, he was editor and chief correspondent of
"Capitol Journal," a weekly Public Broadcasting System ("PBS") series
on Congress. From 1981 to 1984, he was anchorman and chief
correspondent for PBS' "Inside Story," a regularly scheduled half-hour
critique of press performance. From 1977 to July 1, 1980, Mr. Carter
served as Assistant Secretary of State for Public Affairs and as
Department of State spokesman. His address is c/o MainStreet, 918
Sixteenth Street, N.W., Washington, D.C. 20006.
*JOSEPH S. DIMARTINO -- CLASS I DIRECTOR OF DSMB ONLY 53
CHAIRMAN OF THE BOARD Since January 1995, Chairman of the Board of
various funds in the Dreyfus Family of Funds. He is also Chairman of
the Board of Directors of Noel Group, Inc., a venture capital company;
and a director of The Muscular Dystrophy Association, HealthPlan
Services Corporation, Belding Heminway Company, Inc., a manufacturer
and marketer of industrial threads and buttons, Curtis Industries,
Inc., a national distributor of security products, chemicals and
automotive and other hardware, and Staffing Resources, Inc. For more
than five years prior to January 1995, he was President, a director
and, until August 1994, Chief Operating Officer of Dreyfus and
Executive Vice President and a director of Dreyfus Service Corporation,
a wholly-owned subsidiary of Dreyfus. From August 1994 until December
31, 1994, he was a director of Mellon Bank Corporation. His address is
200 Park Avenue, New York, New York 10166.
___________________
* "Interested person" as defined in the Investment Company Act of 1940, as
amended (the "Act").
NAME, PRINCIPAL OCCUPATION AND
BUSINESS EXPERIENCE FOR PAST FIVE YEARS AGE
RICHARD C. LEONE -- CLASS I DIRECTOR DSMB ONLY 56
President of The Twentieth Century Fund, Inc., a tax exempt research
foundation engaged in the studies of economic, foreign policy and
domestic issues. From April 1990 to March 1994, Chairman, and from
April 1988 to March 1994, a Commissioner of The Port Authority of New
York and New Jersey. A member in 1985, and from January 1986 to
January 1989, Managing Director of Dillon, Read & Co. Inc. Mr. Leone
is also a director of Resource Mortgage Capital, Inc. His address is
41 East 70th Street, New York, New York 10021.
HANS C. MAUTNER -- CLASS III DIRECTOR OF DSM ONLY 59
Chairman, Trustee and Chief Executive Officer of Corporate Property
Investors, a real estate investment company. Since January 1986, a
Director of Julius Baer Investment Management, Inc., a wholly-owned
subsidiary of Julius Baer Securities, Inc. His address is 305 East 47th
Street, New York, New York 10017.
JOHN E. ZUCCOTTI -- CLASS III DIRECTOR OF DSM ONLY 59
President and Chief Executive Officer of Olympia & York Companies
(U.S.A.) and a member of its Board of Directors since the inception of
a Board on July 27, 1993. From 1986 to 1990, he was a partner in the
law firm of Brown & Wood, and from 1978 to 1986, a partner in the law
firm of Tufo & Zuccotti. First Deputy Mayor of the City of New York
from December 1975 to June 1977, and Chairman of the City Planning
Commission for the City of New York from 1973 to 1975. Mr. Zuccotti is
also a Director of Empire Blue Cross & Blue Shield, Catellus
Development Corporation, a real estate development corporation, and
Starrett Housing Corporation, a construction, development and
management of real estate properties corporation. His address is 237
Park Avenue, New York, New York 10017.
</TABLE>
The election of a Nominee requires the affirmative vote of a
plurality of the votes cast at the meeting. The persons named in the
accompanying form of proxy intend to vote each such proxy for the election of
the Nominees, unless stockholders specifically indicate on their proxies the
desire to withhold authority to vote for elections to office. It is not
contemplated that any Nominee will be unable to serve as a Director for any
reason, but if that should occur prior to the meeting, the proxy holders reser
ve the right to substitute another person or persons of their choice as
nominee or nominees.
Each Fund has an audit committee comprised of its Directors who are
not "interested persons" of the Fund, the function of which is to routinely
review financial statements and other audit-related matters as they arise
throughout the year. Neither Fund has a standing nominating or compensation
committee or any committee performing similar functions. As of January 31,
1997, Mr. Leone owned 2,800 shares of DSM's Common Stock constituting less
than 1% of such Fund's outstanding shares. As of such date, no other Nominee,
Director or officer owned any shares of either Fund's Common Stock
outstanding.
The Funds typically pay Directors an annual retainer and a per meeting
fee ($2,500/$500 for DSMB and $4,500/$500 for DSM) and reimburse them for their
expenses. The Chairman of the Board of Directors of each Fund receives an
additional 25% in annual retainer and per meeting fees. For each Fund's most
recent fiscal year, the number of Board meetings that were held, the schedule
of fees payable by the Fund to continuing Directors who are not Nominees and
the aggregate amount of compensation received by each such Director from the
Fund and all other funds in the Dreyfus Family of Funds for which such person
is a Board member are set forth on Exhibit A. The Funds do not pay any other
remuneration to their officers and Directors and neither Fund has a bonus,
pension, profit-sharing or retirement plan.
The compensation paid to each Nominee for the fiscal year ended
November 30, 1996 for DSMB and September 30, 1996 for DSM and the aggregate
amount of compensation paid to each such Nominee during calendar year 1996 by
all other funds in the Dreyfus Family of Funds for which such Nominee is a
Board member (the number of which is set forth in parenthesis next to each
nominee's total compensation) were as follows:
<TABLE>
TOTAL
COMPENSATION
FROM FUND AND
AGGREGATE FUND COMPLEX
NAME OF COMPENSATION PAID TO
NOMINEE AND FUND FROM EACH FUND* ----NOMINEE---
<S> <C> <C>
David W. Burke 232,699 (52)
DSMB 5,000
DSM 7,000
Hodding Carter, III 39,325 (7)
DSMB 5,000
DSM 7,000
Joseph S. DiMartino 517,075 (94)
DSMB 6,250
DSM 8,750
Richard C. Leone 38,825 (7)
DSMB 4,500
DSM 7,000
Hans C. Mautner 36,325 (7)
DSMB 4,500
DSM 7,000
John E. Zuccotti 39,325 (7)
DSMB 4,500
DSM 7,000
__________________
* Amount does not include reimbursed expenses for attending Board meetings,
which amounted to $961 for both Funds for all Directors as a group.
</TABLE>
PROPOSAL 2. RATIFICATION OF THE SELECTION OF INDEPENDENT AUDITORS
The Act requires that each Fund's independent auditors be selected
by a majority of those Directors who are not "interested persons" (as defined
in the Act) of the Fund; that such selection be submitted for ratification or
rejection at the Annual Meeting of Stockholders; and that the employment of
such independent auditors be conditioned on the right of the Fund, by vote of
a majority of its outstanding securities at any meeting called for that
purpose, to terminate such employment forthwith without penalty. Each Fund's
Board, including a majority of its Directors who are not "interested persons"
of such Fund, approved the selection of Ernst & Young LLP (the "Auditors")
for such Fund's current fiscal year at a Board meeting held on January 13,
1997.
The selection by the Directors of the Auditors as independent
auditors for the current fiscal year is submitted to the stockholders for
ratification. Apart from its fees as independent auditors and certain
consulting fees, neither the Auditors nor any of its partners has a direct,
or material indirect, financial interest in either Fund or Dreyfus.
The Auditors, a major international independent accounting firm,
have been the auditors of each Fund since its inception. Each Fund's Board of
Directors believes that the continued employment of the services of the
Auditors for the current fiscal year would be in the Fund's best interests.
A representative of the Auditors is expected to be present at the
meeting and will have the opportunity to make a statement and will be
available to respond to appropriate questions.
EACH FUND'S BOARD OF DIRECTORS, INCLUDING THE "NON-INTERESTED" DIRECTORS,
RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" RATIFICATION OF THE SELECTION OF THE
AUDITORS AS INDEPENDENT AUDITORS OF THE FUND.
ADDITIONAL INFORMATION
Dreyfus, located at 200 Park Avenue, New York, New York 10166,
serves as each Fund's investment adviser.
To each Fund's knowledge, no stockholder beneficially owned 5% or
more of its shares outstanding as of February 21, 1997.
OTHER MATTERS
If a proxy is properly executed and returned accompanied by
instructions to withhold authority to vote, represents a broker "non-vote"
(that is, a proxy from a broker or nominee indicating that such person has
not received instructions from the beneficial owner or other person entitled
to vote shares of the Fund on a particular matter with respect to which the
broker or nominee does not have discretionary power) or marked with an
abstention (collectively, "abstentions"), the Fund's shares represented thereb
y will be considered to be present at the meeting for purposes of determining
the existence of a quorum for the transaction of business.
Neither Fund's Board of Directors is aware of any other matters
which may come before the meeting. However, should any such matters with
respect to one or both Funds properly come before the meeting, it is the
intention of the persons named in the accompanying form of proxy to vote the
proxy in accordance with their judgment on such matters.
Each Fund will bear its pro rata share of the cost of soliciting
proxies. In addition to the use of the mails, proxies may be solicited
personally, by telephone or by telegraph, and each Fund may pay persons
holding shares of a Fund in their names or those of their nominees for their
expenses in sending soliciting materials to their principals.
Proposals that stockholders wish to include in either Fund's proxy
statement for such Fund's next Annual Meeting of Stockholders must be sent in
writing and received by the Fund no later than October 31, 1997 at the
principal executive offices of the Fund at 200 Park Avenue, New York, New
York 10166, Attention: General Counsel.
NOTICE TO BANKS, BROKER/DEALERS AND
VOTING TRUSTEES AND THEIR NOMINEES
Please advise, as appropriate, Dreyfus Strategic Municipals, Inc.,
in care of The Bank of New York, Proxy Department, 101 Barclay Street, New
York, NY 10203, or Dreyfus Strategic Municipal Bond Fund, Inc., in care of
Bank of Boston, Shareholder Services Division, Proxy Department, P.O. Box
17191/M/S: 45-01-02, Boston, MA 02105, whether other persons are the
beneficial owners of the shares for which proxies are being solicited, and if
so, the number of copies of the proxy statement and other soliciting material
you wish to receive in order to supply copies to the beneficial owners of
shares.
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. THEREFORE, STOCKHOLDERS
WHO DO NOT EXPECT TO ATTEND THE MEETING IN PERSON ARE URGED TO COMPLETE,
SIGN, DATE AND RETURN EACH PROXY CARD IN THE ENCLOSED STAMPED ENVELOPE.
Dated: March 5, 1997
EXHIBIT A
PART I
Part I sets forth information relevant to the continuing Directors
and number of shares outstanding for each Fund:
<TABLE>
BOARD MEMBERS
NAME, PRINCIPAL OCCUPATION YEAR
AND BUSINESS EXPERIENCE FOR DIRECTOR TERM
PAST FIVE YEARS AGE SINCE EXPIRES
- ------------------------------- ---- ------------- ---------
<S> <C> <C> <C>
EHUD HOUMINER 56 DSMB-1994 1998
Since July 1991, Professor and Executive-in-Residence DSM-1994 1999
at the Columbia Business School, Columbia University. From
1991 to 1995, he was a consultant to Bear, Stearns & Co.
Inc., investment bankers. He was President and Chief
Executive Officer of Philip Morris USA, manufacturers of
consumer products, from December 1988 until September 1990.
He also is a director of Avnet Inc. His address is c/o
Columbia Business School, Columbia University, Uris Hall,
Room 526, New York, New York 10027.
ROBIN A. SMITH 33 DSMB-1995 1998
Since 1993, Vice President, and from March 1992 to DSM-1995 1999
October 1993, Executive Director of One-to-One Partnership,
Inc., a national non-profit organization that seeks to promote
mentoring and economic empowerment for at-risk youths. From
June 1986 to February 1992, she was an investment banker with
Goldman, Sachs & Co. She is also a Trustee of Westover School
and a Board member of the Jacob A. Riis Settlement House and
the High/Scope Educational Research Foundation. Her address is
399 Park Avenue, 17th Floor, New York, New York 10022.
</TABLE>
PERTAINING TO THE BOARD OF EACH FUND
* Number of Board and committee meetings held during
the last fiscal year: DSMB-6 and DSM-7
* Directors, if any, attending fewer than 75%
of all Board and committee meetings, as applicable,
held in the last fiscal year during the period the
Director was in office: DSMB-Hans C. Mautner.
* Rate at which Directors are paid :
<TABLE>
<S> <C> <C>
NAME OF FUND ANNUAL RETAINER/PER MEETING FEE
DSMB $2,500/$500
DSM $4,500/$500
</TABLE>
*Compensation Table for the last fiscal year with respect to each Fund and for
calendar year 1996 with respect to all funds in the Dreyfus family of Funds
for which such continuing Director is a Board member (the number of which
is set forth in parenthesis next to such Director's total compensation):
<TABLE>
(3)
TOTAL
COMPENSATION
(2) FROM FUND AND
(1) AGGREGATE FUND COMPLEX
NAME OF CONTINUING COMPENSATION PAID TO
DIRECTOR AND FUND--- FROM EACH FUND* CONTINUING DIRECTOR
___________________________________________________________________________________________________________________
<S> <C> <C>
Ehud Houminer 48,769 (8)
DSMB 5,000
DSM 7,000
Robin A. Smith 39,325 (7)
DSMB 5,000
DSM 6,500
________________
*Amount does not include reimbursed expenses for attending Board meetings,
which amounted to $961 for both Funds for all Directors as a group.
</TABLE>
SHARES OUTSTANDING AS OF FEBRUARY 21, 1997
DSM: 56,867,456
DSMB: 46,270,876.883
PART II
Part II sets forth information relevant to the executive officers of
each Fund:
<TABLE>
NAME AND POSITION PRINCIPAL OCCUPATION AND BUSINESS
WITH FUNDS AGE EXPERIENCE FOR PAST FIVE YEARS
- --------------------- ------ ----------------------------------------
<S> <C> <C>
MARIE E. CONNOLLY
President and Treasurer 39 President, Chief Executive Officer and a Director
of Premier Mutual Fund Services, Inc. ("Premier"),
a distributor of mutual funds, and an officer of
other investment companies advised or administered
by Dreyfus. From December 1991 to July 1994, she
was President and Chief Compliance Officer of Funds
Distributor, Inc., the ultimate parent of which is
Boston Institutional Group.
JOHN E. PELLETIER
Vice President and Secretary 32 Senior Vice President and General Counsel of
Premier and an officer of other investment
companies advised or administered by Dreyfus. From
February 1992 to July 1994, he served as Counsel
for The Boston Company Advisors, Inc.
DOUGLAS C. CONROY
Vice President and Assistant Secretary 27 Supervisor of Treasury Services and Administration
of Funds Distributor, Inc. and an officer of other
investment companies advised or administered by
Dreyfus. From April 1993 to January 1995, he was a
Senior Fund Accountant for Investors Bank and Trust
Company. From December 1991 to March 1993, he was
employed as a Fund Accountant at The Boston
Company, Inc.
MARK A. KARPE
Vice President and Assistant Secretary 27 Senior Paralegal of Premier and an officer of other
investment companies advised or administered by
Dreyfus. Prior to September 1993, he was employed
as an Associate Examiner in the Enforcement
Department of the National Association of
Securities Dealers, Inc.
ELIZABETH A. KEELEY
Vice President and Assistant Secretary 27 Assistant Vice President of Premier and an officer
of other investment companies advised or
administered by Dreyfus.
NAME AND POSITION PRINCIPAL OCCUPATION AND BUSINESS
WITH FUNDS AGE EXPERIENCE FOR PAST FIVE YEARS
- --------------------- ------ ----------------------------------------
JOSEPH S. TOWER, III
Vice President and Assistant Treasurer 34 Senior Vice President, Treasurer and Chief
Financial Officer of Premier and an officer of
other investment companies advised or administered
by Dreyfus. From July 1988 to August 1994, he was
employed by The Boston Company, Inc. where he held
various management positions in the Corporate
Finance and Treasury areas.
MARY A. NELSON
Vice President and Assistant Treasurer 32 Vice President and Manager of Treasury Services and
Administration of Funds Distributor, Inc. and an
officer of other investment companies advised or
administered by Dreyfus. From September 1989 to
July 1994, she was an Assistant Vice President and
Client Manager for The Boston Company, Inc.
MICHAEL S. PETRUCELLI
Vice President and Assistant Treasurer 35 Director of Strategic Client Initiatives for Funds
Distributor, Inc. From December, 1989 through
November 1996, he was employed with GE Investments
where he held various financial, business
development and compliance positions. He also
served as Treasurer of GE Funds and as Director of
the GE Investment Services.
</TABLE>
The address of each officer of the Funds is 200 Park Avenue, New
York, New York 10166.
DREYFUS STRATEGIC MUNICIPAL BOND FUND, INC.
The undersigned stockholder(s) of Dreyfus Strategic Municipal Bond
Fund, Inc. hereby appoints Robert R. Mullery and Michael A. Rosenberg, and
each of them, the attorneys and proxies of the undersigned, with full power
of substitution, to vote, as indicated herein, all of the shares of Dreyfus
Strategic Municipal Bond Fund, Inc. standing in the name of the undersigned
at the close of business on February 21, 1997 at the Annual Meeting of
Stockholders to be held at the offices of The Dreyfus Corporation, 200 Park
Avenue, 7th Floor West, New York, New York, commencing at 10:00 a.m. on
Friday, April 18, 1997, and at any and all adjournments thereof, with all
of the powers the undersigned would possess if then and there personally
present and especially (but without limiting the general authorization and
power hereby given) to vote as indicated on the proposals, as more fully
described in the Proxy Statement for the meeting.
CONTINUED AND TO BE SIGNED ON REVERSE SIDE SEE REVERSE SIDE
/ X / Please mark votes as in this example
THIS PROXY IS SOLICITED BY THE FUND'S BOARD OF DIRECTORS AND WILL BE VOTED
FOR THE PROPOSAL BELOW UNLESS OTHERWISE INDICATED.
1. Election of Directors.
Class I Nominees: Hodding Carter III, Joseph S. DiMartino, Richard C. Leone
FOR WITHHOLD
ALL AUTHORITY FOR
NOMINEES ALL NOMINEES
/ / / /
/ /
For All Nominees except for those whose name(s) I have written above.
2. To ratify the selection of the Fund's independent auditors.
FOR AGAINST ABSTAIN
/ / / / / /
3. In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the meeting, or any adjournment(s)
thereof.
MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT / /
Signature(s) should be exactly as name or names appearing on this proxy.
If shares are held jointly, each holder should sign. If signing is by an
attorney, executor, administrator, trustee or guardian, please give full
title.
Signature: Date
Signature: Date
SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE.
IMPORTANT
PLEASE ACT PROMPTLY
SIGN, DATE AND MAIL YOUR PROXY CARD(S) TODAY.
No matter how many shares you own, your vote is important. Voting can also
help the Fund save money. To hold a meeting, a quorum must be represented.
Voting today can save the Fund the expense of another solicitation for
proxies required to achieve a quorum.
Please note, that if you hold more than one account in the Fund, a proxy
card will be sent to you for each of your accounts. You should sign and
return each proxy card in order for all your votes to be counted.
Thank you for your interest in the Fund.
DREYFUS STRATEGIC MUNICIPALS, INC.
The undersigned stockholder(s) of Dreyfus Strategic Municipals, Inc.
hereby appoints Robert R. Mullery and Michael A. Rosenberg, and each of
them, the attorneys and proxies of the undersigned, with full power of
substitution, to vote, as indicated herein, all of the shares of Dreyfus
Strategic Municipals, Inc. standing in the name of the undersigned at the
close of business on February 21, 1997 at the Annual Meeting of
Stockholders to be held at the offices of The Dreyfus Corporation, 200 Park
Avenue, 7th Floor West, New York, New York, commencing at 10:00 a.m. on
Friday, April 18, 1997, and at any and all adjournments thereof, with all
of the powers the undersigned would possess if then and there personally
present and especially (but without limiting the general authorization and
power hereby given) to vote as indicated on the proposals, as more fully
described in the Proxy Statement for the meeting.
(Continued and to be dated signed on reverse side.)
1. Election of Directors.
WITHHOLD
FOR all AUTHORITY
nominees to vote for
listed all nominees
below listed below EXCEPTIONS
/ / / / / /
Nominees are: Class III - David W. Burke, Hans C. Mautner, John E. Zuccotti
(INSTRUCTIONS: To withhold authority to vote for any individual nominee,
mark the "Exceptions" box and write that nominee's name in the space
provided below.)
Exceptions
2. To ratify the selection of the Fund's independent auditors.
FOR AGAINST ABSTAIN
/ / / / / /
3. In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the meeting, or any adjournment(s)
thereof.
CHANGE OF ADDRESS OR COMMENTS MARK HERE / /
THIS PROXY IS SOLICITED BY THE FUND'S BOARD OF DIRECTORS AND WILL BE VOTED
FOR THE ABOVE PROPOSALS UNLESS OTHERWISE INDICATED.
Signature(s) should be exactly as name or names appearing on this proxy.
If shares are held jointly, each holder should sign. If signing is by
attorney, executor, administrator, trustee or guardian, please give full
title.
Dated: , 1997
Signature(s)
(Please sign, date and return this proxy in the enclosed postage prepaid
envelope.)
VOTES MUST BE INDICATED (X) IN BLACK OR BLUE INK. / X /
IMPORTANT
PLEASE ACT PROMPTLY
SIGN, DATE AND MAIL YOUR PROXY CARD(S) TODAY.
No matter how many shares you own, your vote is important. Voting can also
help the Fund save money. To hold a meeting, a quorum must be represented.
Voting today can save the Fund the expense of another solicitation for
proxies required to achieve a quorum.
Please note, that if you hold more than one account in the Fund, a proxy
card will be sent to you for each of your accounts. You should sign and
return each proxy card in order for all your votes to be counted.
Thank you for your interest in the Fund.
