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.
III. OTHER MATTERS
THE FOLLOWING INFORMATION SUPPLEMENTS AND SUPERSEDES
INFORMATION CONTAINED IN THE SECTION IN THE FUND'S PROSPECTUS
ENTITLED "REDEMPTION OF FUND SHARES-REDEMPTION BY WIRE OR
TELEPHONE" AND DESCRIBES A NEW TELEPHONE REDEMPTION PRIVILEGE.
WIRE REDEMPTION PRIVILEGE. An investor may request by wire or
telephone that redemption proceeds (minimum $1,000) be wired to the
investor's account at a bank which is a member of the Federal
Reserve System, or a correspondent bank if the investor's bank is not a
member. An investor may direct that redemption proceeds be paid by check
(maximum $150,000 per day) made out to the owners of record and mailed
to the investor's address. Redemption proceeds of less than $1,000
(CONTINUED ON REVERSE SIDE)
will be paid automatically by check. Holders of jointly registered Fund or
bank accounts may have redemption proceeds of only up to $250,000 wired
within any 30-day period. The Fund reserves the right to refuse any
redemption request, including requests made shortly after a change in
address, and may limit the amount involved or the number of such
requests.
TELEPHONE REDEMPTION PRIVILEGE. An investor may redeem Fund shares
(maximum $150,000 per day) by telephone if the investor has checked the
appropriate box on the Fund's Account Application or has filed a
Shareholder Services Form with the Transfer Agent. The redemption
proceeds will be paid by check and mailed to the investor's address. An
investor may telephone redemption instructions by calling 1-800-221-
4060 or, if you are calling from overseas, call 1-401-455-3306. The Fund
reserves the right to refuse any request made by telephone, including
requests made shortly after a change of address, and may limit the amount
involved or the number of telephone redemption requests. This Privilege
may be modified or terminated at any time by the Transfer Agent or the
Fund. Shares held under Keogh Plans, IRAs or other retirement plans, and
shares for which the certificates have been issued, are not eligible for
this Privilege.
222/stkr080294
