March 11, 1994
PEOPLES S&P MIDCAP INDEX FUND, INC.
SUPPLEMENT TO PROSPECTUS
DATED JANUARY 21, 1994
The following information supersedes the second paragraph on the cover
page of the Fund's Prospectus as well as the section entitled "Management
of the Fund-Index Fund Manager":
As a result of a reorganization at Comerica Bank ("Comerica"), the
Fund's Index Management Agreement with Woodbridge Capital Management,
Inc. ("WCM"), a wholly-owned subsidiary of Comerica, has been assigned
to World Asset Management, Inc. ("World"), a newly-organized, wholly-
owned subsidiary of Comerica, which acquired WCM's assets and business
relevant to its performance as Index Fund Manager. World became the
Fund's Index Fund Manager pursuant to the Index Management Agreement
approved by the Fund's Board of Directors at a meeting held on February
24, 1994.
World is a registered investment adviser providing investment
management services to individuals, corporations and foundations, and
currently is responsible for managing or providing investment advice for
assets aggregating approximately $6 billion. Its principal place of
business is located at 100 Renaissance Center, Detroit, Michigan 48243.
Pursuant to the terms of the Index Management Agreement (which is
identical to the Index Management Agreement with WCM, except for the
parties), the Fund has agreed to pay World a monthly fee at the annual rate
of .10 of 1% of the Fund's average daily net assets. World, subject to the
supervision of the Fund's Board of Directors and in conformity with
Maryland law and the stated policies of the Fund, will manage the
investment of the Fund's assets and be responsible for placing purchase
and sale orders and providing continuous supervision of the investment
portfolio.
___________________________
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").
Following the merger, it is planned that Dreyfus will be a direct
subsidiary of Mellon Bank, N.A. Closing of this merger is subject to a
number of contingencies, including receipt of certain regulatory approvals
and approvals of the stockholders of Dreyfus and of Mellon. The merger is
expected to occur in mid-1994, but could occur significantly later.
___________________________
The following information supplements and should be read in conjunction
with the section of the Fund's Prospectus entitled "Performance
Information."
From time to time, advertising materials for the Fund also may refer to
Value Line Mutual Fund Survey company ratings and related analyses
supporting the rating.
113/stkr031194
March 11, 1994
PEOPLES S&P MIDCAP INDEX FUND, INC.
Supplement to Statement of Additional Information
Dated January 21, 1994
The following information supersedes and replaces the information
contained in the second paragraph of the cover page of the Statement of
Additional Information:
As a result of a reorganization at Comerica Bank ("Comerica"), the
assets and business of Woodbridge Capital Management, Inc. relevant to its
performance as Index Fund Manager have been transferred to World Asset
Management, Inc. ("World"), another wholly-owned subsidiary of Comerica,
and World has become the Fund's Index Fund Manager.
