January 3, 1994
PREMIER GROWTH FUND, INC.
SUPPLEMENT TO PROSPECTUS DATED JANUARY 3, 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 investment adviser, The Dreyfus Corporation ("Dreyfus"),
has entered into an Agreement and Plan of Merger providing for the merger
of Dreyfus with a subsidiary of Mellon Bank Corporation ("Mellon").
Upon closing of the merger, it is planned that Dreyfus will retain its
New York headquarters and will be a separate subsidiary within the Mellon
organization. It is expected that the Dreyfus management team and the
Dreyfus mutual fund managers will remain in place, and the Dreyfus
mutual funds will be operated in the same manner as they are currently.
Following the merger, Dreyfus will be either a direct or indirect
subsidiary of Mellon, whose principal banking subsidiary is Mellon Bank,
N.A. Closing of this merger is subject to a number of contingencies,
including the receipt of certain regulatory approvals and the approvals of
the stockholders of Dreyfus and of Mellon. The merger is expected to occur
in mid-1994, but could occur significantly later.
Because the merger will constitute an "assignment" of the Fund's
Investment Advisory Agreement with Dreyfus under the Investment
Company Act of 1940 and thus, a termination of such Agreement, Dreyfus
will seek prior approval from the Fund's Board and shareholders.
070/628stkr010394
