August 2, 1994
DREYFUS BALANCED FUND, INC.
SUPPLEMENT TO PROSPECTUS
DATED NOVEMBER 15, 1993
I. PROPOSED MERGER OF THE DREYFUS CORPORATION
The Fund's adviser, The Dreyfus Corporation ("Dreyfus"), has entered into
an Agreement and Plan of Merger (the "Merger Agreement") providing for the
merger (the "Merger") of Dreyfus with a subsidiary of Mellon, N.A.
("Mellon").
Following the Merger, it is planned that Dreyfus will be a direct
subsidiary of Mellon. 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.
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.
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