This 497(e) filing supercedes the 497(e) submission, accession #
0000914775-00-000007, as filed with the SEC on March 6, 2000.
March 22, 2000
DREYFUS GROWTH AND VALUE FUNDS, INC.
SUPPLEMENT TO STATEMENT OF ADDITIONAL INFORMATION
DATED MARCH 1, 2000
1. THE FOLLOWING INFORMATION REPLACES ALL CONTRARY INFORMATION CONTAINED IN THE
SECTIONS OF THE STATEMENT OF ADDITIONAL INFORMATION ("SAI") ENTITLED
"DESCRIPTION OF THE COMPANY AND FUNDS", "MANAGEMENT OF THE COMPANY" AND
"MANAGEMENT ARRANGEMENTS":
Effective March 22, 2000, Dreyfus Service Corporation ("DSC") became the
distributor to the Fund. DSC is located at 200 Park Avenue, New York, NY 10166.
2. THE FOLLOWING INFORMATION REPLACES THE INFORMATION CONTAINED IN THE SECTION
OF THE STATEMENT OF ADDITIONAL INFORMATION ("SAI") ENTITLED "MANAGEMENT OF THE
COMPANY - OFFICERS OF THE COMPANY":
Stephen E. Canter, President. President, Chief Operating Officer, and Chief
Investment Officer of the Manager, and an officer of other investment
companies advised and administered by the Manager. Mr. Canter also is a
Director or an Executive Committee Member of the other investment
management subsidiaries of Mellon Financial Corporation, each of which is
an affiliate of the Manager. He is 54 years old.
Mark N. Jacobs, Vice President. Vice President, General Counsel and Assistant
Secretary of the Manager, and an officer of other investment companies
advised and administered by the Manager. He is 53 years old.
Joseph Connolly, Vice President and Treasurer. Director - Mutual Fund Accounting
of the Manager, and an officer of other investment companies advised and
administered by the Manager. He is 42 years old.
Michael A. Rosenberg, Secretary. Associate General Counsel of the Manager, and
an officer of other investment companies advised and administered by the
Manager. He is 40 years old.
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Mark Kornfeld, Assistant Secretary. Assistant General Counsel of the Manager,
and an officer of other investment companies advised and administered by
the Manager. From September 1993 to October 1998, Mr. Kornfeld was an
Associate Attorney in the Litigation Group of Clifford Chance Rogers &
Wells, LLP. He is 32 years old.
James Windels, Assistant Treasurer. Senior Treasury Manager of the Manager, and
an officer of other investment companies advised and administered by the
Manager. He is 41 years old.
The address of each Fund officer is 200 Park Avenue, New York, NY 10166.
3. THE FOLLOWING INFORMATION SUPPLEMENTS THE INFORMATION CONTAINED IN THE
SECTION OF THE SAI ENTITLED "MANAGEMENT ARRANGEMENTS - DISTRIBUTOR":
Disclosure of the amounts retained by "the distributor" on the sale of
shares of the Fund refers to amounts retained by Premier Mutual Fund Services,
Inc. ("Premier"), the Fund's distributor prior to March 22, 2000. No information
is provided for Dreyfus Service Corporation, as it was not the Fund's
distributor as of the Fund's last fiscal year end.
Also, the fifth paragraph of this section hereby is deleted in its
entirety and replaced with the following:
"DSC makes commission payments to Service Agents in connection
with the sale of Fund shares, and receives CDSC amounts and
Distribution Plan fees to defray these expenses."
4. The clause "Pursuant to an agreement with the Distributor" hereby is deleted
in the following sections of the SAI; (i) the last sentence of the third
paragraph of the section of the SAI entitled "How to Buy Shares- Class A
Shares"; (ii) the first sentence of the section entitled "How to Buy Shares -
Class B and Class C Shares"; (iii) the second sentence of the second paragraph
of the section entitled "How to Buy Shares- Class T Shares"; (iv) the last
sentence of the third paragraph of the section entitled "How to Redeem Shares -
Contingent Deferred Sales Charge--Class B Shares", and (v) the last sentence of
the section entitled "How to Redeem Shares - Contingent Deferred Sales
Charge--Class C Shares."
