DREYFUS GROWTH AND INCOME FUND, INC.
Meeting of Stockholders
Scheduled for Tuesday, August 2, 1994
C O R R E C T I O N
As set forth in its Fund Exhibit, the investment
advisory fee payable by Dreyfus Growth and Income Fund, Inc. to
The Dreyfus Corporation is .75 of 1% of the value of the Fund's
average daily net assets. This fee has remained the same since
the Fund's inception and no change is being recommended.
Exhibit A to the Combined Proxy Statement, which inadvertently
listed a different fee amount, is revised accordingly.
