Dreyfus Socially Responsible Growth Fund Inc – ‘PRES14A’ for 4/18/96

As of:  Wednesday, 2/28/96   ·   For:  4/18/96   ·   Accession #:  908645-96-51   ·   File #:  811-07044

in

this entire Filing. an “Entity” Search.

Show

Documents searched

and

each “hit”. the 1st “hit”.

↓↑Hints

Preliminary Proxy Solicitation Material — Special Meeting   —   Schedule 14A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: PRES14A     Preliminary Proxy Solicitation Material -- Special    17±    69K 
                          Meeting                                                

PRES14A
1st “Page” of 5
TOC
↑Top
Previous
Next
↓Bottom
Just 1st
 
SCHEDULE 14A                                                                    
(Rule 14a-101)                                                                  

INFORMATION REQUIRED IN PROXY STATEMENT                                         

SCHEDULE 14A INFORMATION                                                        

Proxy Statement Pursuant to Section 14(a) of the Securities                     
Exchange Act of 1934                                                            

Filed by the Registrant (X)                                             
Filed by a Party other than the Registrant                              

Check the appropriate box:                                              
  (X) Preliminary Proxy Statement               Confidential, for Use of the
                              Commission
                                              (as permitted by Rule 14a-
                            6(e)(2))
Definitive Proxy Statement                                        
Definitive Additional Materials                                   
Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12     

                            The Dreyfus Socially Responsible Growth Fund, Inc.
  (Name of Registrant as Specified in Its Charter)

  (Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):                              
 (X) $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.                                 
  $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).                                                      
      Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

(1)  Title of each class of securities to which transaction applies:    

       Common stock, par value $.001

(2)  Aggregate number of securities to which transaction applies:       

(3)  Per unit price or other underlying value of transaction computed   
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee
is calculated and state how it was determined):                                 

(4)  Proposed maximum aggregate value of transaction:                   

(5)  Total fee paid:                                                    

Fee paid previously with preliminary materials.                   

     Check box if any part of the fee is offset as provided by Exchange Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid        
previously.  Identify the previous filing by registration statement number, or  
the Form or Schedule and the date of its filing.                                

(1)  Amount Previously Paid:                                            

(2)  Form, Schedule or Registration Statement No.:                      

(3)  Filing Party:                                                      

(4)  Date Filed:                                                        

PRES14A
2nd “Page” of 5
TOC
1st
Previous
Next
↓Bottom
Just 2nd
                                              Preliminary Copy

   PROXY

   THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF
DIRECTORS OF THE DREYFUS SOCIALLY RESPONSIBLE GROWTH FUND, INC.                 

   SPECIAL MEETING OF STOCKHOLDERS- APRIL 18, 1996

The undersigned hereby appoints Mark N. Jacobs and Jeff S.        
Prusnofsky and each of them, the attorneys and proxies of the undersigned, with 
full power of substitution, to vote all shares of The Dreyfus Socially          
Responsible Growth Fund, Inc. which the undersigned is entitled to vote at the  
Special Meeting of Stockholders of The Dreyfus Socially Responsible Growth Fund,
Inc. to be held at the offices of The Dreyfus Corporation, 200 Park Avenue, 7th 
Floor West, New York, New York 10166 on April 18, 1996 at 9:30 A.M., New York   
time, and at any and all adjournments thereof.                                  

      THIS PROXY IS SOLICITED BY THE FUND'S BOARD OF DIRECTORS AND WILL BE VOTED
FOR ALL PROPOSALS UNLESS OTHERWISE INDICATED.                                   

      SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE.

Signature(s) should be exactly as name appearing on this proxy.  If shares are  
held jointly, each holder should sign.  If signing is by attorney, executor,    
administrator, trustee or guardian, please give full title.                     

Please mark the appropriate box below in blue or black ink.                     

1.      Approval of an amended and restated Sub-Investment        
    Advisory Agreement between The Dreyfus Corporation and
NCM  Capital Management Group, Inc.               

                    FOR                    AGAINST                 ABSTAIN

2.      Approval of an amendment to the Fund's existing           
       fundamental policy regarding its "Special Considerations"
       to provide  that the Board of Directors in the future may
     adopt new criteria or restrictions governing the Fund's
investments without stockholder approval.         

                    FOR                    AGAINST                 ABSTAIN

  3.      In their discretion, the proxies are authorized to vote upon
                  such other business which may properly come before the meeting
or any adjournments thereof.                      

                                            __________________________
                                       Stockholder sign here

PRES14A
3rd “Page” of 5
TOC
1st
Previous
Next
↓Bottom
Just 3rd
                                                      Preliminary Copy

  THE DREYFUS SOCIALLY RESPONSIBLE GROWTH FUND, INC.
   200 PARK AVENUE
   NEW YORK, NEW YORK  10166

   NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

To the Stockholders of The Dreyfus Socially Responsible Growth Fund,            
Inc.:                                                                           

Notice is hereby given that a Special Meeting of Stockholders of  
The Dreyfus Socially Responsible Growth Fund, Inc. (the "Fund"), will           
be held at the offices of The Dreyfus Corporation at 200 Park Avenue,           
7th Floor West, New York, New York 10166, at 9:30 A.M. on April 18,             
1996, for the following purposes:                                               

1.      To approve an amended and restated Sub-Investment         
    Advisory Agreement between The Dreyfus Corporation and
  NCM Capital Management Group, Inc. to take effect on
April 22, 1996.                                   

2.      To approve an amendment to the Fund's existing            
       fundamental policy regarding its "Special Considerations"
      to provide that the Board of Directors in the future may
     adopt new criteria or restrictions governing the Fund's
investments without stockholder approval.         

3.      To consider and vote upon such other matters as may       
   properly come before said meeting or any adjournments
thereof.                                          

Stockholders of record at the close of business on February 28,   
1996 are entitled to notice of and to vote at this Special Meeting or any       
adjournment thereof.                                                            

                                                 _____________________
Dated:  __________ ___, 1996                                 Secretary          

Whether or not you expect to attend the meeting, please review    
the proxy statement carefully, sign and promptly return the enclosed            
proxy in the self-addressed envelope provided.  Each vote counts, so            
please return your proxy card in order to avoid the additional expense          
to the Fund of further solicitation.                                            

PRES14A
4th “Page” of 5
TOC
1st
Previous
Next
↓Bottom
Just 4th
                                                        Preliminary Copy
  THE DREYFUS SOCIALLY RESPONSIBLE GROWTH FUND, INC.
   200 PARK AVENUE
   NEW YORK, NEW YORK  10166

   PROXY STATEMENT

 This proxy statement is furnished in connection with a solicitation
of proxies by the Board of Directors of The Dreyfus Socially Responsible        
Growth Fund, Inc. (the "Fund") to be used at the Special Meeting of             
Stockholders of the Fund to be held at 9:30 A.M. on April 18, 1996 at           
the principal executive offices of The Dreyfus Corporation at 200 Park          
Avenue, 7th Floor West, New York, New York 10166 (the "Meeting") for            
the purposes set forth in the accompanying Notice of Special Meeting of         
Stockholders.  Stockholders of record at the close of business on               
February 28, 1996 are entitled to be present and to vote at the Meeting.        
Each share of common stock is entitled to one vote.  It is expected that        
the Notice of Special Meeting, Proxy Statement and form of Proxy will           
first be mailed to stockholders on or about March 8, 1996.                      

Shares represented by executed and unrevoked proxies will be    
voted in accordance with the specifications made thereon.  Unless               
instructions to the contrary are marked on the proxy card, the proxy will       
be voted in favor of the proposal.  If the enclosed form of Proxy is            
executed and returned, it nevertheless may be revoked by another proxy          
or by letter or telegram directed to the Fund, which must indicate the          
stockholder's name and account number.  To be effective, such                   
revocation must be received prior to the Fund's meeting.  In addition,          
any stockholder who attends a meeting in person may vote by ballot at           
the Fund meeting, thereby canceling any proxy previously given.  The            
presence, in person or by proxy, of holders of record of one third of the       
shares of the Common Stock of the Fund issued and outstanding and               
entitled to vote thereat shall be sufficient to constitute a quorum for the     
transaction of business.  If sufficient votes to approve the proposed items     
are not received, the persons named as proxies may propose one or more          
adjournments of the Meeting to permit further solicitation of proxies.          
Any such adjournment will require the affirmative vote of a majority of         
those shares present at the Meeting or represented by proxy.  When              
voting on a proposed adjournment, the persons named as proxies will             
vote for the proposed adjournment all shares that they are entitled to          
vote with respect to the proposed item, unless directed to disapprove the       
proposed item, in which case such shares will be voted against the              
proposed adjournment.  There were 3,115,509.884 shares of the Fund's            
common stock outstanding as of February 20, 1996.  As of February 20,           
1996, Nationwide Life Insurance Company, FBO Variable Account owned             
beneficially and of record 78.9095% of the Fund's outstanding shares            
and Transamerica Occidental Life Insurance Co. owned beneficially and           
of record 10.9536%.  To the Fund's knowledge, no other person or group          
owned beneficially 5% or more of the Fund's outstanding shares as of            
such date.                                                                      

If a Proxy, which is properly executed and returned accompanied   
by instructions to withhold authority to vote, represents a broker "non-        
vote" (that is, a Proxy from a broker or nominee indicating that such           
person has not received instructions from the beneficial owner or other         
person entitled to vote shares on the proposed matter with respect to           
which the broker or nominee does not have discretionary power), the             
shares represented thereby will be considered not to be present at the          
Meeting for purposes of determining the existence of a quorum for the           
transaction of business and be deemed not cast with respect to the              
proposal.  Also, a properly executed and returned Proxy marked with an          
abstention will be considered present at the Meeting for purposes of            
determining the existence of a quorum for the transaction of business.          
However, abstentions and broker "non-votes" do not constitute a vote            
"for" or "against" the matter, but have the effect of a negative vote on the    
matter which requires approval by the requisite percentage of the               
outstanding shares.                                                             

The Meeting is called to approve or disapprove an amended and     
restated sub-investment advisory agreement between The Dreyfus                  
Corporation (the "Adviser" or "Dreyfus") and NCM Capital Management             
Group, Inc. (the "Sub-Adviser" or "NCM") (Proposal No. 1) and to                
approve or disapprove an amendment to the Fund's existing                       
fundamental policy regarding its Special Considerations (Proposal No.           
2).                                                                             

Under the current sub-investment advisory agreement, the          
Adviser pays the Sub-Adviser, out of the management fee it receives             
from the Fund, and only to the extent thereof, a fee at an annual rate          
of .10 of 1% of the first $500 million of average daily net assets of the       
Fund and .20 of 1% of such assets over $500 million.  Proposal No. 1            
submits for stockholder approval an amended and restated sub-                   
investment advisory agreement which is substantially the same as the            
existing agreement except for a revised fee arrangement under which the         
Adviser would pay the Sub-Adviser at an annual rate of .10 of 1% of the         
first $32 million of the average daily net assets of the Fund, .15 of 1%        
of such assets in excess of $32 million up to $150 million, .20 of 1% of        
such assets in excess of $150 million up to $300 million and .25 of 1% of       
such assets over $300 million.  The amended and restated sub-                   
investment advisory agreement would also contain a provision which              
would prohibit the Sub-Adviser from acting as an investment adviser or          
sub-adviser for other investment companies with socially responsible            
investment policies, except those investment companies under the Sub-           
Adviser's management as of December 31, 1995, without the prior                 
consent of the Fund and the Adviser.                                            

The factors which you should consider in determining whether to   
approve the amended and restated sub-investment advisory agreement              
include:                                                                        

-      The Fund's Board of Directors has unanimously approved it;               
-      No change in the Fund's investment objectives or investment              
policies will take place;                                         
-      The management fee paid by the Fund will remain .75 of 1% of             
the Fund's average daily net assets.  Without changing the cost   
to the stockholders, the allocation between the Adviser and the   
Sub-Adviser would change to provide a higher fee to the Sub-      
Adviser as the net assets of the Fund increase.                   

Proposal No. 2 submits for stockholder approval an amendment      
to the Fund's existing fundamental policy regarding its "Special                
Considerations" to provide that the Board of Directors may in the future        
adopt, without stockholder approval, criteria or restrictions governing         
the Fund's investments that are additional to the Fund's Special                
Considerations.  Any additional criteria or restrictions that supplement        
the Special Considerations now require stockholder approval.  The               
Fund's existing Special Considerations consist of four criteria, which are      
listed below, to assess whether a company in which the Fund may invest          
contributes to the enhancement of the quality of life in America.  In           
making an investment decision, the Fund considers a company's record            
in the areas of (1) protection and improvement of the environment and           
the proper use of natural resources, (2) occupational health and safety,        
(3) consumer protection and product safety, and (4) equal employment            
opportunity.  If approved, the amended fundamental policy would permit          
the Board of Directors to adopt additional criteria or restrictions, but not    
modify the four criteria currently in effect, governing the Fund's              
investments if the Board of Directors determines that the new criteria          
or restrictions are consistent with the Fund's objective of investing in a      
socially responsible manner.  The proposed amendment, if adopted,               
would permit the Board of Directors to consider additional criteria or          
restrictions that have been raised from time to time by stockholders,           
prospective investors, board members and others, such as prohibition on         
investments in companies that manufacture or distribute specified               
products.  Any such new criteria or restrictions, none of which are             
currently in effect, would not be fundamental policies of the Fund and          
could be subsequently terminated or changed by the Board of Directors           
at any time without stockholder approval.                                       

The Board of Directors has unanimously approved Proposal No.      
2 and believes it is in the best interests of the Fund and its stockholders.    
The amended fundamental policy would afford the Fund's management               
additional flexibility in meeting the Fund's goal of socially responsible       
investing.                                                                      

Proposals Nos. 1 and 2 require the affirmative vote of a "majority
of the outstanding voting securities" of the Fund.  A vote of the "majority     
of the outstanding voting securities" shall mean the lesser of (i) 67% or       
more of the voting securities of the Fund entitled to vote thereon present      
in person or by proxy at the meeting, if holders of more than 50% of the        
outstanding voting securities entitled to vote thereon are present in           
person or represented by proxy, or (ii) more than 50% of the outstanding        
voting securities of the Fund entitled to vote thereon.                         

The expense of solicitation will be borne by the Fund and will    
include reimbursement of brokerage firms and others for expenses in             
forwarding proxy solicitation material to beneficial owners.  The               
solicitation of proxies will be largely by mail.  In addition, solicitation     
may include telephone, telegraphic or oral communication by regular             
employees of Dreyfus or its affiliates, or other representatives of the         
Fund.                                                                           

Fund stockholders may request copies of the Fund's Annual         
Report, without charge, by writing to the Fund at 144 Glenn Curtiss             
Boulevard, Uniondale, New York 11556-0144 or by calling 1-800-645-              
6561.  The principal executive offices of the Fund are located at 200           
Park Avenue, New York, New York 10166.                                          

  MANAGEMENT OF THE FUND

Dreyfus, located at 200 Park Avenue, New York, New York 10166,    
supervises and assists in the overall management of the Fund's affairs,         
subject to the overall authority of the Fund's Board, under the terms of        
a management agreement, dated August 2, 1994 (the "Management                   
Agreement").  The Management Agreement was last approved by the                 
Fund's stockholders on August 2, 1994 and by the Fund's Board of                
Directors on July 18, 1995.                                                     

Dreyfus was formed in 1947 and is a wholly-owned subsidiary of    
Mellon Bank, N.A. ("Mellon Bank"), which is a wholly-owned subsidiary           
of Mellon Bank Corporation ("Mellon").  Mellon is a publicly owned              
multibank holding company incorporated under Pennsylvania law in                
1971 and is registered under the Federal Bank Holding Act of 1956, as           
amended.  Mellon provides a comprehensive range of financial products           
and services in domestic and selected international markets.  Mellon is         
among the twenty-five largest bank holding companies in the United              
States based on total assets.  Mellon's principal wholly-owned                  
subsidiaries are Mellon Bank, Mellon Bank (DE) National Association,            
Mellon Bank (MD), The Boston Company, Inc., AFCO Credit                         
Corporation and a number of companies known as Mellon Financial                 
Services Corporations.  Through its subsidiaries, Mellon managed more           
than $203 billion in assets as of September 30, 1995, including $80             
billion in mutual fund assets.  As of September 30, 1995, Mellon, through       
various subsidiaries, provided non-investment services, such as custodial       
or administration services, for approximately $717 billion in assets,           
including approximately $55 billion in mutual fund assets.                      

Dreyfus' Chairman of the Board and Chief Executive Officer is     
Howard Stein.  Other directors of Dreyfus are Mandell L. Berman, real           
estate consultant and private investor, Southfield Michigan; Frank V.           
Cahouet, Chairman of the Board, President and Chief Executive Officer           
of Mellon, Pittsburgh, Pennsylvania; Lawrence S. Kash, Vice-Chairman-           
Distribution of Dreyfus; Christopher M. Condron, President and Chief            
Operating Officer of Dreyfus;  Stephen E. Canter, Vice Chairman and             
Chief Investment Officer of Dreyfus; Alvin E. Friedman, Senior Adviser          
to Dillon, Read & Co., Inc., investment bankers, New York, New York;            
Lawrence M. Greene, former Legal Consultant to Dreyfus; Julian M.               
Smerling, former Vice Chairman of the Board of Directors of Dreyfus;            
W. Keith Smith, Vice Chairman of the Board of Directors of Dreyfus and          
Philip L. Toia, Vice Chairman-Administration and Operations of                  
Dreyfus.                                                                        

None of the Directors of the Fund own any of the outstanding      
shares of Mellon.                                                               

Dreyfus has engaged a sub-investment adviser, NCM, to provide     
day-to-day portfolio management for the Fund subject to Dreyfus'                
supervision.  NCM, located at 103 West Main Street, 4th Floor, Durham,          
North Carolina 27705-3638, was founded in 1986, is one of the nation's          
largest minority-owned investment management firms and, as of                   
December 31, 1995, had $3.4 billion in assets under management.                 

NCM's Chairman of the Board, President and Chief Executive        
Officer is Maceo K. Sloan.  Other directors of NCM are Justin F.                
Beckett, Executive Vice President; Peter J. Anderson, Chairman and              
Chief Investment Officer of IDS Advisory Group, Inc.; and Morris                
Goodwin, Jr., Vice President, Corporate Treasurer, American Express             
Financial Advisers Inc.  The address of each person named is 103 West           
Main Street, 4th Floor, Durham, North Carolina 27705-3638.                      

NCM is a wholly-owned subsidiary of Sloan Financial Group, Inc.   
located at 103 West Main Street, 4th Floor, Durham, North Carolina              
27705-3638.  Sloan Financial Group, Inc. is a corporation of which Maceo        
K. Sloan, CFA, Chairman, President and Chief Executive Officer of               
NCM, owns 43%; Justin F. Beckett, Executive Vice President and                  
director of NCM, owns 17%; and IDS Financial Services Inc., a wholly-           
owned subsidiary of American Express Company, owns 40% as of                    
February 20, 1996.                                                              

  PROPOSAL NO. 1
  APPROVAL OF THE AMENDED AND RESTATED
SUB-INVESTMENT ADVISORY AGREEMENT                                               
 BETWEEN DREYFUS AND NCM

Currently, Dreyfus provides investment management of the          
Fund's portfolio, subject to the supervision and approval of the Fund's         
Board of Directors, and the Fund pays Dreyfus a fee payable monthly at          
the annual rate of .75 of 1% of the value of the Fund's average daily net       
assets, pursuant to the Management Agreement with Dreyfus.  As                  
contemplated under the Management Agreement, Dreyfus retained NCM               
as sub-investment adviser to provide day-to-day management of the               
Fund's investments.                                                             

NCM serves as the Fund's sub-adviser under a Sub-Investment       
Advisory Agreement with Dreyfus dated August 2, 1994 (the "Existing             
Agreement").  The Existing Agreement was approved by the Fund's                 
stockholders on August 2, 1994 and was last approved by the Fund's              
Board of Directors on July 18, 1995.                                            

Under the Existing Agreement, NCM provides investment             
advisory assistance and the day-to-day management of the Fund's                 
portfolio, as well as investment research and statistical information for       
the Fund's benefit, subject to the supervision and approval of Dreyfus          
and the Fund's Board.                                                           

On January 18, 1996, the Board of Directors approved an           
amended and restated Sub-Investment Advisory Agreement between the              
Adviser and the Sub-Adviser to take effect April 22, 1996, subject to           
stockholder approval (the "Proposed Agreement").  The Proposed                  
Agreement is substantially the same as the Existing Agreement except            
for the terms of the fee arrangement and a restriction on NCM's ability         
to act as the investment adviser or sub-adviser for other funds with            
socially responsible investment policies.  A copy of the Proposed               
Agreement, marked to show changes from the Existing Agreement, is               
attached to this Proxy Statement as Exhibit A.  There will be no change         
in the Fund's Management Agreement with Dreyfus in connection with              
the Proposed Agreement.  The total fee paid by the Fund, if the                 
Proposed Agreement is adopted, will remain the same.                            

In reaching its decision to approve the Proposed Agreement, the   
Fund's Board considered, among other things, the nature and quality of          
the services currently being provided by NCM, the new fee structure and         
the fact that the overall fee payable by the Fund would not change and          
concluded that the fee under the Proposed Agreement is fair and                 
reasonable to the Fund's stockholders.                                          

Services Provided Under the Existing and Proposed Agreements                    

The services to be provided by the Sub-Adviser under the          
Proposed Agreement remain the same as those provided under the                  
Existing Agreement (the Existing and Proposed Agreements collectively           
being referred to herein as the "Sub-Advisory Agreements").  Under the          
Sub-Advisory Agreements, the Sub-Adviser provides the Fund with                 
investment advice, research and supervisory services, and a continuous          
investment program for the Fund's portfolio consistent with its                 
investment objectives, policies and restrictions.                               

The Sub-Advisory Agreements permit the Sub-Adviser to act as an   
investment adviser for one or more investment companies and fiduciary           
or other managed accounts.  The Sub-Adviser is bound by its fiduciary           
obligations to deal fairly at all times with the Adviser and the Fund.          
Accordingly, the Sub-Adviser is required to allocate its services and           
investment opportunities among entities and accounts advised or                 
managed by it in a manner that is fair and equitable to each company            
or account. The Proposed Agreement would contain a provision which              
would restrict NCM from acting as an investment adviser or sub-adviser          
for other funds, or series thereof, with socially responsible investment        
policies, except those funds, or series thereof, currently under NCM's          
management, without the prior written consent of the Fund and the               
Adviser.                                                                        

The Fee Under the Existing Agreement                                            

For the services provided by the Sub-Adviser, the Adviser pays the
Sub-Adviser out of the fee of .75 of 1% the Adviser receives under the          
Management Agreement, and only to the extent thereof, a fee calculated          
daily and paid monthly based on the Fund's average daily net assets as          
follows:                                                                        

                                              Annual Fee as a Percentage
    Total Assets                               of Average Daily Net Assets
0 to $500 million                                  .10 of 1%      
In excess of $500 million                          .20 of 1%      

The Fee Under the Proposed Agreement                                            

Pursuant to the Proposed Agreement, the Adviser will pay the      
Sub-Adviser out of the fee of .75 of 1% the Adviser receives under the          
Management Agreement, and only to the extent thereof, a fee calculated          
daily and paid monthly based on the Fund's average daily net assets as          
follows:                                                                        

                                              Annual Fee as a Percentage
    Total Assets                               of Average Daily Net Assets
0 to $32 million                                    .10 of 1%     
In excess of $32 to $150 million                    .15 of 1%     
In excess of $150 to $300 million                   .20 of 1%     
In excess of $300 million                           .25 of 1%     

Although the total fee of .75 of 1% paid by the Fund will not     
change, the fee payable by the Adviser to NCM under the Proposed                
Agreement will be higher than the current fee paid by the Adviser to            
NCM.  Since the commencement of the Existing Agreement on August                
2, 1994, through May 31, 1995, the fee paid by the Adviser to the Sub-          
Adviser was .10 of 1% of the average daily net asset value of the Fund          
and if the Proposed Agreement were in effect for the same period the fee        
paid by the Adviser to the Sub-Adviser also would have been .10 of 1%           
of the average daily net asset value of the Fund.                               

The Board of Directors believes that the Proposed Agreement is    
fair and reasonable and in the best interests of the Fund and its               
stockholders.  Accordingly, the Board of Directors has unanimously              
approved the Proposed Agreement and recommends that you vote for the            
Proposed Agreement. In approving the Proposed Agreement and                     
recommending its approval by stockholders, the Directors of the Fund,           
including the non-interested Directors, considered the best interests of        
the Fund, the best interests of the Fund's stockholders and took into           
account all such factors they deemed relevant. Such factors include the         
nature and quality of the services provided, that no change in the Fund's       
investment objectives or investment policies will take place, the services      
provided will remain the same and the total fee paid by the Fund will           
remain unchanged.                                                               

The aggregate expenses and fees payable by the Fund will not      
change.  The following table compares actual sub-advisory fees incurred         
by Dreyfus under the Existing Agreement with the fees that would have           
been payable under the Proposed Agreement during the last fiscal year           
of the Fund.                                                                    

                        Fees payable
   Sub-Advisory fees      under Proposed
Year ended             actually incurred      Agreement              $ Change % 
Change                                                                          
December 31,                                                                    
1995                   $18,460                $18,460                0       0  

As of December 31, 1995, the Sub-Adviser managed over $3.4        
billion in assets. In addition to the Fund, the following are the registered    
investment companies for whom the Sub-Adviser currently provides                
investment advisory services.                                                   

         Total Net Assets as
Name                               of January 29, 1996           Fees           
Paid                                                                            

The Dreyfus Third Century                                                       
   Fund, Inc.                  $424,202,000             .10 of 1% of the
                                                            first $500 million
                                                          of average daily
                                                           net assets of the
                                                            Fund and .20 of 1%
                                                             of such assets over
                                                      $500 million

Calvert Social Investment Fund     $155,000,000             .25 of 1%           

Required Vote                                                                   

The adoption of the Sub-Investment Advisory Agreement, as         
amended and restated, requires the affirmative vote of a majority of the        
outstanding voting securities of the Fund.  The Board of Directors              
believes that the compensation to be paid pursuant to the Proposed              
Agreement is fair and reasonable. The Board of Directors recommends             
that you vote "for" this Proposal No. 1.                                        

  PROPOSAL NO. 2
  APPROVAL OF AN AMENDMENT TO THE FUND'S
   EXISTING FUNDAMENTAL POLICY

The primary goal of the Fund is to provide capital growth through 
equity investments in companies that, in the opinion of the Fund's              
management, not only meet traditional investment standards, but also            
conduct their business in a manner that contributes to the enhancement          
of the quality of life in America.  The Fund's existing Special                 
Considerations with respect to the types of companies sought for                
investment consist of four criteria to assess whether a company                 
contributes to the enhancement of the quality of life in America.  The          
Fund considers a company's record in the areas of (1) protection and            
improvement of the environment and the proper use of natural                    
resources, (2) occupational health and safety, (3) consumer protection          
and product safety, and (4) equal employment opportunity.                       

Proposal No. 2 submits for stockholder approval an amendment      
to the Fund's existing fundamental policy in the form attached hereto           
as Exhibit B (the "Proposed Amendment") regarding its Special                   
Considerations, to provide that the Board of Directors in the future may        
adopt, without stockholder approval, criteria or restrictions governing         
the Fund's investments that are additional to the Fund's Special                
Considerations.  Any additional criteria or restrictions that supplement        
the Special Considerations now require stockholder approval.  If                
approved, the amendment would permit the Board of Directors to adopt            
additional criteria or restrictions, but not modify the four existing           
criteria listed above, governing the Fund's investments if the Board of         
Directors determines that the new criteria or restrictions are consistent       
with the Fund's objective of investing in a socially responsible manner.        
The Proposed Amendment, if adopted, would permit the Board of                   
Directors to consider additional criteria or restrictions that have been        
raised from time to time by stockholders, prospective investors, board          
members and others, such as prohibitions on investments in companies            
that manufacture or distribute specified products.  Any such new criteria       
or restrictions, none of which are currently in effect, would not be            
fundamental policies of the Fund and could be subsequently terminated           
or changed by the Board of Directors at any time without stockholder            
approval.  If the Proposed Amendment is adopted, the Fund would                 
disclose the change in the Fund's prospectus.  Upon the adoption of any         
new criteria or restrictions or any termination of or change to any such        
criteria or restrictions that has not previously been disclosed, the Fund       
will disclose the termination or change in the Fund's prospectus and in         
the next ensuing report disseminated to stockholders.                           

The Board of Directors believes that the Proposed Amendment is    
in the best interests of the Fund and its stockholders.  The Board of           
Directors has unanimously approved the Proposed Amendment and                   
recommends that you vote for the Proposed Amendment. In approving               
the Proposed Amendment and recommending its approval by                         
stockholders, the Directors of the Fund, including the non-interested           
Directors, considered the best interests of the Fund and the Fund's             
stockholders, and took into account all such factors they deemed                
relevant. Such factors included, for example, the fact that, from time to       
time the Board of Directors may determine that one or more additional           
investment criteria or restrictions are appropriate to impose on the            
Fund, in order for the Fund to best meet its objective of providing             
capital growth by investing in a socially responsible manner.  The Board        
and the Fund's Adviser believe that it would be in the best interests of        
the Fund, and the Fund's stockholders, if the Board has the authority           
to adopt additional criteria or restrictions without incurring the time         
and expense of seeking stockholder approval for new criteria or                 
restrictions, or for the modification or elimination of any such criteria       
or restrictions.  The Fund's existing four Special Considerations would         
not be changed in any way by the Proposed Amendment and any change              
to them in the future could only be made with stockholder approval.  All        
potential investments by the Fund would continue to be assessed using           
the Fund's existing four Special Considerations.                                

Required Vote                                                                   

The approval of the Proposed Amendment to the Fund's existing     
fundamental policy, requires the affirmative vote of a majority of the          
outstanding voting securities of the Fund.  The Board of Directors              
believes that the Proposed Amendment is fair and reasonable.  The               
Board of Directors recommends that you vote "for" this Proposal No. 2.          

   OTHER MATTERS

No business other than as set forth herein is expected to come    
before the Meeting, but should any other matter requiring a vote of             
stockholders arise, including any question as to an adjournment of the          
Meeting, the persons named in the enclosed Proxy will vote thereon              
according to their best judgment in the interests of the Fund.                  

   NOTICE TO BANKS, BROKER/DEALERS AND
  VOTING TRUSTEES AND THEIR NOMINEES

Please advise the Fund at 200 Park Avenue, New York, New York     
10166, whether other persons are the beneficial owners of the shares for        
which proxies are being solicited and, if so, the number of copies of the       
proxy statement and other soliciting material you wish to receive in            
order to supply copies to the beneficial owners of shares.                      

   STOCKHOLDER PROPOSALS

A stockholder proposal intended to be presented at any meeting    
of stockholders the Fund hereinafter calls must be received by the Fund         
a reasonable time before the Board of Directors' solicitation relating          
thereto is made in order to be included in the proxy statement and form         
of proxy relating to that meeting and presented at the meeting.  The            
mere submission of a proposal by a stockholder does not guarantee that          
such proposal will be included in the proxy statement because certain           
rules under the Federal securities laws must be complied with before            
inclusion of the proposal is required.                                          

                                               ___________________
                                     Secretary

Dated:  ____________ ___, 1996                                                  

It is important that proxies be returned promptly.  Therefore,    
stockholders who do not expect to attend the meeting in person are              
urged to complete, sign, date and return the proxy card in the enclosed         
stamped envelope.                                                               

PRES14A
Last “Page” of 5
TOC
1st
Previous
Next
↓Bottom
Just 5th
   EXHIBIT A

  AMENDED AND RESTATED SUB-INVESTMENT ADVISORY
AGREEMENT                                                                       

   THE DREYFUS CORPORATION
   200 Park Avenue
   New York, New York  10166

                                              ____________________, 1996

NCM Capital Management Group, Inc.                                              
103 West Main Street, 4th Floor                                                 
Durham, North Carolina  27701-3638                                              

Dear Sirs:                                                                      

As you are aware, The Dreyfus Socially Responsible Growth Fund,   
Inc., a Maryland corporation (the "Fund"), desires to employ its capital        
by investing and reinvesting the same in investments of the type and in         
accordance with the limitations specified in its Articles of Incorporation      
and in its Prospectus and Statement of Additional Information as from           
time to time in effect, copies of which have been or will be submitted to       
you, and in such manner and to such extent as from time to time may             
be approved by the Fund's Board of Directors.  The Fund intends to              
employ The Dreyfus Corporation (the "Adviser") to act as its investment         
adviser pursuant to a written agreement (the "Management Agreement"),           
a copy of which has been furnished to you.  The Adviser desires to              
employ you to act as the Fund's sub-investment adviser.                         

  In this connection, it is understood that from time to time you will
employ or associate with yourself such person or persons as you may             
believe to be particularly fitted to assist you in the performance of this      
Agreement.  Such person or persons may include persons employed by              
you who also act as officers of the Fund.  The compensation of such             
person or persons shall be paid by you and no obligation may be                 
incurred on either the Fund's or Adviser's behalf in any such respect.          

Subject to the supervision and approval of the Adviser, you will  
provide investment management of the Fund's portfolio in accordance             
with the Fund's investment objectives and policies as stated in the             
Fund's Prospectus and Statement of Additional Information as from               
time to time in effect.  In connection therewith, you will supervise the        
Fund's investments and conduct a continuous program of investment,              
evaluation and, if appropriate, sale and reinvestment of the Fund's             
assets.  You will furnish to the Adviser or the Fund such statistical           
information, with respect to the investments which the Fund may hold            
or contemplate purchasing, as the Adviser or the Fund may reasonably            
request.  The Fund and the Adviser wish to be informed of important             
developments materially affecting the Fund's portfolio and shall expect         
you, on your own initiative, to furnish to the Fund or the Adviser from         
time to time such information as you may believe appropriate for this           
purpose.                                                                        

You shall exercise your best judgment in rendering the services to
be provided hereunder, and the Adviser agrees as an inducement to your          
undertaking the same that you shall not be liable hereunder for any             
error of judgment or mistake of law or for any loss suffered by the Fund        
or the Adviser, provided that nothing herein shall be deemed to protect         
or purport to protect you against any liability to the Adviser, the Fund        
or  the Fund's security holders to which you would otherwise be subject         
by reason of willful misfeasance, bad faith or gross negligence in the          
performance of your duties hereunder, or by reason of your reckless             
disregard of your obligations and duties hereunder.                             

In consideration of services rendered pursuant to this Agreement, 
the Adviser will pay you, on the first business day of each month, out of       
the management fee it receives and only to the extent thereof, a fee            
calculated daily and paid monthly based on the Fund's average daily net         
assets for the preceding month as follows:                                      

                                           Annual Fee as a
Percentage of                                                                   
Total Assets                                          Average Daily Net Assets  

0 to [^] $32 million                                         .10 of 1%          
In excess of $32 million to $150 million                     .15 of 1%          
In excess of $150 million to $300 million                    .20 of 1%          
In excess of [^] $300 million                                [^].25 of 1%       

Net asset value shall be computed on such days and at such time   
or times as described in the Fund's then-current Prospectus and                 
Statement of Additional Information.  The fee for the period from the           
date following the commencement of sales of the Fund's shares (after            
any sales are made to the Adviser) to the end of the month during which         
such sales shall have been commenced shall be pro-rated according to the        
proportion which such period bears to the full monthly period, and upon         
any termination of this Agreement before the end of any month, the fee          
for such part of a month shall be pro-rated according to the proportion         
which such period bears to the full monthly period and shall be payable         
within 10 business days of the date of termination of this Agreement.           

For the purpose of determining fees payable to you, the value of  
the Fund's net assets shall be computed in the manner specified in the          
Fund's Articles of Incorporation for the computation of the value of the        
Fund's net assets.                                                              

You will bear all expenses in connection with the performance of  
your services under this Agreement.  The Adviser and the Fund have              
agreed that all other expenses to be incurred in the operation of the           
Fund (other than those borne by the Adviser) will be borne by the Fund,         
except to the extent specifically assumed by the Adviser or you.  The           
expenses to be borne by the Fund include, without limitation, the               
following:  organizational costs, taxes, interest, loan commitment fees,        
interest and distributions on securities sold short, brokerage fees and         
commissions, if any, fees of Directors who are not officers, directors,         
employees or holders of 5% or more of the outstanding voting securities         
of you or the Adviser or any affiliate of you or the Adviser, Securities        
and Exchange Commission fees and state Blue Sky qualification fees,             
advisory fees, charges of custodians, transfer and dividend disbursing          
agents' fees, certain insurance premiums, industry association fees,            
outside auditing and legal expenses, costs of independent pricing               
services, costs of maintaining the Fund's existence, costs attributable to      
investor services (including, without limitation, telephone and personnel       
expenses),  costs of stockholders' reports and meetings, costs of               
preparing, printing and distributing certain prospectuses and statements        
of additional information, and any extraordinary expenses.                      

 If in any fiscal year the aggregate expenses of the Fund (including
fees pursuant to the Fund's Management Agreement, but excluding                 
interest, taxes, brokerage and, with the prior written consent of the           
necessary state securities commissions, extraordinary expenses) exceed          
1-1/2% of the average value of the Fund's net assets for the fiscal year, the   
Adviser may deduct from the fees to be paid hereunder, or you will bear         
such excess expense on a pro-rata basis with the Adviser, in the                
proportion that the sub-advisory fee payable to you pursuant to this            
Agreement bears to the fee payable to the Adviser pursuant to the               
Management Agreement, to the extent required by state law.  Your                
obligation pursuant hereto will be limited to the amount of your fees           
hereunder.  Such deduction or payment, if any, will be estimated daily,         
and reconciled and effected or paid, as the case may be, on a monthly           
basis.                                                                          

The Adviser understands that you now act, and that from time to   
time hereafter you may act, as investment adviser to one or more other          
investment companies and fiduciary or other managed accounts, and the           
Adviser has no objection to your so acting, provided that when purchase         
or sale of securities of the same issuer is suitable for the investment         
objectives of two or more companies or accounts managed by you which            
have available funds for investment, the available securities will be           
allocated in a manner believed by you to be equitable to each company           
or account.  It is recognized that in some cases this procedure may             
adversely affect the price paid or received by the Fund or the size of the      
position obtainable for or disposed of by the Fund.  Notwithstanding the        
above, you agree that you will not act as an investment adviser or sub-         
adviser for any other registered investment company having socially             
responsible investment policies, except those investment companies              
under your management as of December 31, 1995, without the prior                
written consent of the Fund and the Adviser.                                    

In addition, it is understood that the persons employed by you to 
assist in the performance of your duties hereunder will not devote their        
full time to such services and nothing herein contained shall be deemed         
to limit or restrict your right or the right of any of your affiliates to       
engage in and devote time and attention to other businesses or to render        
services of whatever kind or nature.                                            

 You shall not be liable for any error of judgment or mistake of law
or for any loss suffered by the Fund or the Adviser in connection with          
the matters to which this Agreement relates, except for a loss resulting        
from willful misfeasance, bad faith or gross negligence on your part in         
the performance of your duties or from reckless disregard by you of your        
obligations and duties under this Agreement.  Any person, even though           
also your officer, director, partner, employee or agent, who may be or          
become an officer, Director, employee or agent of the Fund, shall be            
deemed, when rendering services to the Fund or acting on any business           
of the Fund, to be rendering such services to or acting solely for the          
Fund and not as your officer, director, partner, employee or agent or one       
under your control or direction even though paid by you.                        

This Agreement shall continue until [^][                 ], and   
thereafter shall continue automatically for successive annual periods           
ending on [^][              ] of each year, provided such continuance is        
specifically approved at least annually by (i) the Fund's Board of              
Directors or (ii) a vote of a majority (as defined in the Investment            
Company Act of 1940, as amended) of the Fund's outstanding voting               
securities, provided that in either event its continuance also is approved      
by a majority of the Fund's Directors who are not "interested persons"          
(as defined in said Act) of any party to this Agreement, by vote cast in        
person at a meeting called for the purpose of voting on such approval.          
This Agreement is terminable without penalty (i) by the Adviser upon            
60 days' notice to you, (ii) by the Fund's Board of Directors or by vote        
of the holders of a majority of the Fund's shares upon 60 days' notice to       
you, or (iii) by you upon not less than 90 days' notice to the Fund and         
the Adviser.  This Agreement also will terminate automatically in the           
event of its assignment (as defined in said Act).  In addition,                 
notwithstanding anything herein to the contrary, if the Management              
Agreement terminates for any reason, this Agreement shall terminate             
effective upon the date the Management Agreement terminates.                    

 If the foregoing is in accordance with your understanding, will you
kindly so indicate by signing and returning to us the enclosed copy             
hereof.                                                                         

             Very truly yours,

                   THE DREYFUS CORPORATION

By:_____________________________________________                                

Accepted:                                                                       

NCM CAPITAL MANAGEMENT GROUP, INC.                                              

By:_______________________________________                                      

   EXHIBIT B

The existing fundamental policy set forth as Investment Restriction No.         
1 in the Fund's Statement of Additional Information reads as follows:           

The Fund's special considerations described under "Special        
Considerations" in the Fund's Prospectus will not be changed or                 
supplemented.                                                                   

The proposed fundamental policy would read as follows:                          

The Fund's special considerations described under "Special        
Considerations" in the Fund's Prospectus will not be changed without            
stockholder approval.  The Board of Directors may from time to time             
without stockholder approval adopt additional criteria or restrictions          
governing the Fund's investments if the Board of Directors determines           
that the new criteria or restrictions are consistent with the Fund's            
objective of investing in a socially responsible manner.  Any such new          
criteria or restrictions would not be fundamental policies of the Fund          
and could be subsequently terminated or changed by the Board of                 
Directors at any time without stockholder approval.                             

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘PRES14A’ Filing		Date		First		Last			Other Filings
		4/22/96		3		4
For Period End:		4/18/96		2		4			DEF 14A
		3/8/96		4
Filed on:		2/28/96		3		4			PRE 14A
		2/20/96		4
		1/29/96		4
		1/18/96		4
		12/31/95		4		5			24F-2NT,  N-30D,  NSAR-B
		9/30/95		4
		7/18/95		4
		5/31/95		4
		8/2/94		4					DEF 14A,  PRE 14A
									List all Filings