February 8, 1994
FIRST PRAIRIE TAX EXEMPT BOND FUND, INC.
Supplement to Prospectus Dated February 8, 1994.
The following information supplements and should be read in
conjunction with the section of the Fund's Prospectus entitled
"Management of the Fund."
The Dreyfus Corporation ("Dreyfus") has entered into an
Agreement and Plan of Merger providing for the merger of Dreyfus
with a subsidiary of Mellon Bank Corporation ("Mellon").
Upon closing of the merger, it is planned that Dreyfus will
retain its New York headquarters and will be a separate
subsidiary within the Mellon organization. It is expected that
the Dreyfus management team and the Dreyfus mutual fund managers
will remain in place, and the Dreyfus mutual funds will be
operated in the same manner as they are currently.
Following the merger, Dreyfus will be either a direct or
indirect subsidiary of Mellon, whose principal banking
subsidiary is Mellon Bank, N.A. Closing of this merger is
subject to a number of contingencies, including the receipt of
certain regulatory approvals and the approvals of the
stockholders of Dreyfus and of Mellon. The merger is expected
to occur in mid-1994, but could occur significantly later.
