March 5, 1996
THE DREYFUS SOCIALLY RESPONSIBLE
GROWTH FUND, INC.
Supplement to Prospectus
Dated May 1, 1995
At a meeting of the Board of Directors of The Dreyfus Socially
Responsible Growth Fund, Inc. (the "Fund") held on January 18, 1996, the
Board approved an amended and restated Sub-Investment Advisory Agreement
between The Dreyfus Corporation ("Dreyfus"), the Fund's investment
adviser, and NCM Capital Management Group, Inc. ("NCM"), the Fund's sub-
investment adviser, providing for an increase in the fees payable by
Dreyfus to NCM as set forth below ("Proposal 1"). Under Proposal 1, the
management fees paid by the Fund would not change.
Current Fee Under the Existing Sub-Investment Advisory Agreement
Annual Fee as a Percentage
Total Assets of Average Daily Net Assets
0 to $500 million .10 of 1%
In excess of $500 million .20 of 1%
Proposed Fee Under the Proposed Sub-Investment Advisory Agreement
Annual Fee as a Percentage
Total Assets of Average Daily Net Assets
0 to $32 million .10 of 1%
In excess of $32 million to $150 million .15 of 1%
In excess of $150 million to $300 million .20 of 1%
In excess of $300 million .25 of 1%
At a meeting of the Board of Directors of the Fund held on February
27, 1996, the Board approved amending the Fund's existing fundamental
policy regarding its socially responsible "Special Considerations," as
defined in the Fund's Prospectus, to provide that the Board of Directors
may in the future supplement the Fund's Special Considerations with
additional socially responsible investment restrictions without
stockholder approval ("Proposal 2"). Any additional criteria or
restrictions that supplement the Special Considerations now require
stockholder approval. Under Proposal 2, any change to the Fund's Special
Considerations would continue to require stockholder approval and the
Fund's Special Considerations would have to be satisfied notwithstanding
any new restrictions adopted by the Board.
Stockholders of the Fund will be asked to vote on Proposal 1 and
Proposal 2 at a Special Meeting of Stockholders to be held on or about
April 16, 1996. If stockholders approve Proposal 1, the amended and
restated Sub-Investment Advisory Agreement between Dreyfus and NCM would
take effect on or about April 22, 1996.
_____________________
The following information supplements or replaces the information
contained in the sections of the Fund's Prospectus entitled "Management of
the Fund":
Effective December 1, 1995, Dreyfus Transfer, Inc., a wholly-owned
subsidiary of The Dreyfus Corporation, is located at One American Express
Plaza, Providence, Rhode Island 02903, and serves at the Fund's Transfer
and Dividend Disbursing Agent (the "Transfer Agent").
