DREYFUS GROWTH & VALUE FUNDS INC
497, 1998-02-13
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                                                          February 4, 1998
                            DREYFUS LARGE COMPANY
                                VALUE FUND
                          SUPPLEMENT TO PROSPECTUS
                           DATED MARCH 1, 1997

        THE FOLLOWING INFORMATION SUPPLEMENTS THE INFORMATION CONTAINED IN
THE SECTION OF THE FUND'S PROSPECTUS ENTITLED "DESCRIPTION OF THE FUND _
MANAGEMENT POLICIES":
        The Fund may invest in investment grade debt securities when
management believes that such securities offer opportunities for capital
growth.
        EFFECTIVE JANUARY 15, 1998, THE FOLLOWING POLICIES WILL BE IN EFFECT
FOR THE FUND:
        ADDITIONAL INFORMATION ABOUT PURCHASES, EXCHANGES AND REDEMPTIONS.
The Fund is intended to be a long-term investment vehicle and is not designed
to provide investors with a means of speculation on short-term market
movements. A pattern of frequent purchases and exchanges can be disruptive to
efficient portfolio management and, consequently, can be detrimental to the
Fund's performance and its shareholders. Accordingly, if the Fund's
management determines that an investor is engaged in excessive trading, the
Fund, with or without prior notice, may temporarily or permanently terminate
the availability of Fund exchanges, or reject in whole or part any purchase
or exchange request, with respect to such investor's account. Such investors
also may be barred from purchasing other funds in the Dreyfus Family of
Funds. Generally, an investor who makes more than four exchanges out of the
Fund during any calendar year (for calendar year 1998, beginning on January
15th) or who makes exchanges that appear to coincide with an active
market-timing strategy may be deemed to be engaged in excessive trading.
Accounts under common ownership or control will be considered as one account
for purposes of determining a pattern of excessive trading. In addition, the
Fund may refuse or restrict purchase or exchange requests by any person or
group if, in the judgment of the Fund's management, the Fund would be unable
to invest the money effectively in accordance with its investment objective
and policies or could

(CONTINUED ON REVERSE SIDE)
otherwise be adversely affected or if the Fund receives or anticipates
receiving simultaneous orders that may significantly affect the Fund (E.G.,
amounts equal to 1% or more of the Fund's total assets). If an exchange
request is refused, the Fund will take no other action with respect to the
shares until it receives further instructions from the investor. The Fund may
delay forwarding redemption proceeds for up to seven days if the investor
redeeming shares is engaged in excessive trading or if the amount of the
redemption request otherwise would be disruptive to efficient portfolio
management or would adversely affect the Fund. The Fund's policy on excessive
trading applies to investors who invest in the Fund directly or through
financial intermediaries, but does not apply to the Dreyfus Auto-Exchange
Privilege, to any automatic investment or withdrawal privilege described
herein, or to participants in employer-sponsored retirement plans.
        During times of drastic economic or market conditions, the Fund may
suspend the Exchange Privilege temporarily without notice and treat exchange
requests based on their separate components _ redemption orders with a
simultaneous request to purchase the other fund's shares. In such a case, the
redemption request would be processed at the Fund's next determined net asset
value but the purchase order would be effective only at the net asset value
next determined after the fund being purchased receives the proceeds of the
redemption, which may result in the purchase being delayed.
        EFFECTIVE JUNE 1, 1997, THE FOLLOWING INFORMATION SUPERSEDES ANY
CONTRARY INFORMATION CONTAINED IN THE FUND'S PROSPECTUS.
        The Telephone Redemption Privilege is granted automatically unless
you specifically refuse it by checking the applicable "No" box on the Account
Application. The Telephone Redemption Privilege may be established for an
existing account by a separate signed Shareholder Services Form or by oral
request from any of the authorized signatories on the account by calling
1-800-645-6561.

 
                                                            February 4, 1998



                      DREYFUS LARGE COMPANY VALUE FUND

              Supplement to Statement of Additional Information
                            Dated January 2, 1998


     The following information supplements the information contained in the
section of the Fund's Statement of Additional Information entitled
"Investment Objectives and Management Policies":

Fixed-Income Securities.  Even though interest-bearing securities are
investments that promise a stable stream of income, the prices of such
securities are inversely related by changes in interest rates and,
therefore, are subject to the risk of market price fluctuations.  The values
of fixed-income securities also may be affected by changes in the credit
rating or financial condition of the issuer.  Certain securities purchased
by the Fund, such as those rated Baa by Moody's Investors Service, Inc. and
BBB by Standard & Poor's Ratings Group, Fitch IBCA, Inc. or Duff & Phelps
Credit Rating Co. may be subject to risk with respect to the issuing entity
and to greater market fluctuations than certain lower yielding, higher rated
fixed-income securities.  Once the rating of a portfolio security has been
changed, the Fund will consider all circumstances deemed relevant in
determining whether to continue to hold the security.


 



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