August 2, 1994
DREYFUS GROWTH AND INCOME FUND, INC.
SUPPLEMENT TO PROSPECTUS
DATED JANUARY 10, 1994
I. PROPOSED MERGER OF THE DREYFUS CORPORATION
The Fund's adviser, The Dreyfus Corporation ("Dreyfus"), has entered into an
Agreement and Plan of Merger providing for the merger (the "Merger") of Dreyfus
with a subsidiary of Mellon Bank, N.A. ("Mellon").
Following the Merger, it is planned that Dreyfus will be a direct subsidiary
of Mellon Bank. Closing of the Merger is subject to a number of contingencies,
including approvals of the stockholders of Dreyfus and of Mellon. The Merger is
expected to occur in late August 1994, but could occur significantly later. The
Merger will result in the automatic termination of the Fund's current
investment advisory agreement with Dreyfus as required by the Investment Company
Act of 1940, as amended.
II. RESULTS OF FUND SHAREHOLDER VOTE
On August 2, 1994, the Fund's shareholders voted to approve a new investment
advisory agreement with Dreyfus, to become effective upon consummation of the
Merger.
010/stkr080294
