June 20, 1994
THE DREYFUS SOCIALLY RESPONSIBLE GROWTH FUND, INC.
SUPPLEMENT TO PROSPECTUS DATED FEBRUARY 25, 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 Fund's manager, The Dreyfus Corporation ("Dreyfus"), has
entered into an Agreement and Plan of Merger (the "Merger Agreement")
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 August 1994, but could occur significantly later.
As a result of regulatory requirements and the terms of the Merger
Agreement, Dreyfus will seek various approvals from the Fund's shareholders
before completion of the merger. Proxy materials, approved by the Fund's
Board, recently have been mailed to Fund shareholders.
Among the items to be considered by the Fund's shareholders are:
1. A proposal to approve a new Management Agreement between the
Fund and Dreyfus; and
2. A proposal to approve a new Sub-Investment Advisory Agreement
between Dreyfus and NCM Capital Management Group, Inc. to replace the
existing sub-investment advisory
(CONTINUED ON REVERSE SIDE)
agreement between the Fund and Tiffany Capital Advisors, Inc.
Under the terms of the proposed new Management Agreement and
Sub-Investment Advisory Agreement, Dreyfus is required to manage the Fund's
portfolio of investments in accordance with its stated policies, subject to
the approval of the Fund's Board, while NCM Capital Management Group, Inc.
will provide day-to-day portfolio management subject to Dreyfus' supervision.
The proposed aggregate annual fee under the new agreements will be the same
as that previously paid by the Fund.
______________________________________________
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 ratings.
111/stkr062094
