January 21, 1994
PEOPLES S&P MIDCAP INDEX FUND, INC.
SUPPLEMENT TO PROSPECTUS DATED JANUARY 21, 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.
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