August 22, 1994
DREYFUS INTERNATIONAL EQUITY FUND, INC.
SUPPLEMENT TO PROSPECTUS
DATED AUGUST 22, 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 (i) the Fund's
current investment advisory agreement with Dreyfus and (ii) the current
sub-investment advisory agreement between Dreyfus and M&G Investment
Management Limited, as required by the Investment Company Act of 1940,
as amended. The Merger also will necessitate implementation of a new
Distribution Plan.
II. RESULTS OF FUND SHAREHOLDER VOTE
On August 2, 1994, the Fund's shareholders voted to approve (i) a new
investment advisory agreement with Dreyfus, (ii) a new Distribution Plan,
and (iii) a new sub-investment advisory agreement between Dreyfus and
M&G Investment Management Limited, each to become effective upon
consummation of the Merger.
095/stkr082294
