FILED PURSUANT TO RULE 497(e)
REGISTRATION FILE NO. 33-41078
August 11, 1995
PEOPLES S&P MIDCAP INDEX FUND, INC.
Supplement to Prospectus Dated February 28, 1995
At a meeting held on August 9, 1995, the Fund's Board
approved, subject to shareholder approval: (i) the entry by the
Fund into a new management agreement with The Dreyfus
Corporation
("Dreyfus") and (ii) the entry by Dreyfus into a new index
management agreement with Mellon Equity Associates, an affiliate
of Dreyfus ("Mellon Equity"). On the same day, Dreyfus agreed
to terminate its administration agreement with the Fund and
World Asset Management agreed to terminate its index management
agreement with the Fund, effective upon the assumption by
Dreyfus and Mellon
Equity of their respective duties under the terms of the new
agreements.
A special meeting of the Fund's shareholders to consider
the new management agreement with Dreyfus and the new index
management agreement with Mellon Equity is scheduled to be held
on November 3, 1995. A Proxy Statement with respect to the
proposed
new agreements is expected to be mailed in early September 1995
to Fund shareholders of record as of September 8, 1995. The
Proxy Statement will describe the services to be provided and
the fees to be charged by Dreyfus and Mellon Equity. If
shareholders approve
the new agreements, Dreyfus will serve as the Fund's manager,
Mellon Equity will serve as the Fund's index manager and Boston
Safe Deposit and Trust Company, an affiliate of Dreyfus, will
serve as the Fund's custodian.
