DREYFUS LIFETIME PORTFOLIOS INC
497, 1999-12-20
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                        DREYFUS LIFETIME PORTFOLIOS, INC.
                            DREYFUS GROWTH PORTFOLIO
                        DREYFUS GROWTH & INCOME PORTFOLIO
                            DREYFUS INCOME PORTFOLIO

                SUPPLEMENT TO STATEMENT OF ADDITIONAL INFORMATION
                             DATED FEBRUARY 1, 1999
                            (AS REVISED MAY 17, 1999)

   Effective  December  31,  1999,  the  following  information  supersedes  and
replaces  the  first sentence of the first paragraph contained in the section of
the Fund's Statement of Additional Information entitled "Shareholder Services --
Fund Exchanges."

   You  may purchase, in exchange for a Class of a Portfolio, shares of the same
Class  of  another  Portfolio  or  shares  of  certain  other  funds  managed or
administered by the Manager or shares of certain funds advised by Founders Asset
Management  LLC  ("Founders"), an affiliate of the Manager, to the extent such
shares are offered for sale in your state of residence.

   Effective  December  31,  1999,  the  following  information  supersedes  and
replaces  the  first sentence of the first paragraph contained in the section of
the Fund's Statement of Additional Information entitled "Shareholder Services --
Dreyfus Auto-Exchange Privilege."

   Dreyfus  Auto-Exchange  Privilege permits you to purchase (on a semi-monthly,
monthly,  quarterly  or  annual  basis) , in exchange for shares of a Portfolio,
shares  of  the  same  Class of another Portfolio, shares of another fund in the
Dreyfus Family of Funds or shares of certain funds advised by Founders, of which
you are a shareholder.

   Effective  December  31,  1999,  the  following  information  supersedes  and
replaces  the  first sentence of the first paragraph contained in the section of
the Fund's Statement of Additional Information entitled "Shareholder Services --
Dreyfus Dividend Option."

   Dreyfus  Dividend  Sweep allows you to invest automatically your dividends or
dividends and capital gain distributions, if any, from the Fund in shares of the
same Class of another Portfolio, shares of another fund in the Dreyfus Family of
Funds  or  shares  of  certain  funds  advised  by  Founders, of which you are a
shareholder.




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