Pursuant to Rules X and XI of the Rules of the U.S. House of
Representatives, and our continuing oversight of securities and
exchanges, we are investigating the facts and circumstances
surrounding the proposed merger between the Dreyfus Corporation
(Dreyfus) and Mellon Bank Corporation whereby Dreyfus will be
acquired by Mellon Bank, N.A. as a separate operating subsidiary.

In connection with your testimony at the Subcommittee hearing on March 3, 1994, this is to request that you provide for inclusion in the record the following responses, information and documents by the close of business on Thursday, March 31, 1994.

1.

2.

3.

As requested (Tr. p. 171), please submit a copy of the
customer disclosure form described by Mr. McGuinn.

As requested (Tr. p. 183), please submit samples of the
brochures described by Mr. DiMartino.

Dreyfus sells mutual funds through cold calling over the
phone, and through the distribution of advertisements and
brochures. What specific disclosures will be incorporated
into these marketing techniques to ensure that potential

4.

5.

customers will not infer that Mellon Bank in anyway either outright insures or partially protects against the loss of principal through such investments?

Does Mellon Bank plan to provide Dreyfus with customer
information of any kind, such as dates when CD's are
maturing or lists of customers with sizeable accounts? If
so, what specifically? Also, please detail for the
Subcommittee the specific limitations Mellon Bank and
Dreyfus plan to impose or observe on the sharing of customer
information? If any information is to be cross-exchanged,
please detail the specific objective(s) for each type of
information. (Do this for both Mellon Bank and Dreyfus
individually.)

It is very likely that there will be at least some confusion
regarding the uninsured nature of some of the products sold
through Mellon Bank. As was indicated by the American
Association of Retired Persons (AARP) at the recent
Subcommittee hearing, some surveys are finding that between
80 and 90 percent of all customers purchasing mutual funds
through banks believe such funds are insured by the U.S.
Government. Clearly, if the objective is to deliver
adequate consumer protection, that level of confusion is
unacceptable. First, what level of confusion does Mellon
Bank believe is acceptable for its own customers? (Please
provide more than a verbal explanation here and include some
quantitative measure outlining the maximum threshold of
confusion Mellon Bank is willing to accept regarding its own
customers.) Second, if any governmental body performing
oversight or testing of bank-mutual fund operations (such as
the OCC, for example) determines that Mellon's rate of
customer confusion exceeds this determined maximum limit,
would Mellon Bank temporarily suspend the sale of mutual
funds until the situation is corrected? If so, how would
this be done? If Mellon Bank is unwilling to temporarily
suspend the sale of its mutual fund program until the
confusion can be remedied, then please explain (a) the basis
for such a decision, and (b) how refusal to suspend is
ultimately in the best interest of Mellon's customers?

If you have any questions about this request, please contact Bruce F. Chafin or Christopher Knauer of the Subcommittee staff at (202) 225-4441. Thank you for your cooperation and assistance

with the work of the Subcommittee.

March 31, 1994

Hon. John D. Dingell,

Chairman,

Subcommittee on Oversight and Investigations,
House Committee on Energy and Commerce,
Washington, D.C.

Dear Chairman Dingell:

We are writing in response to the questions and

requests in your letter of March 21, 1994.

1. Attached as Annex A is a copy of the customer

disclosure form described by Mr. McGuinn.

2. Attached as Annex B are samples of the

brochures described by Mr. DiMartino.

In particular, the

3. Mellon and Dreyfus are committed to avoiding any inference, in Dreyfus' telemarketing, advertisements and brochures for Dreyfus funds, that Mellon Bank in any way either outright insures or partially protects against the loss of principal in such investments. Dreyfus funds will not be linked to Mellon Bank in such telemarketing, advertisements and brochures. In addition, Dreyfus' written sales program will contain specific disclaimers to the effect that the mutual fund shares are not obligations of or guaranteed by a bank.

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Hon. John D. Dingell

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4. As provided in the Policy Statement, at II.0., confidential customer information will not be shared with any Mellon Company providing investment services (such as Dreyfus) other than pursuant to the customer's consent and information of the type that the Mellon Company could receive in a credit bureau or similar report. As we indicated at the Hearing, Mellon as well as Dreyfus have products that add value and that customers would be interested in considering purchasing. Furthermore, a real consumer benefit is one-stop shopping which requires that customers are aware of all the products and services that would be available to them. At the same time, Mellon recognizes and respects its customers' need for privacy, and we believe that Mellon has dealt effectively with that issue for many years.

With respect to information regarding shareholders

of the Dreyfus funds, we note that the SEC has held that shareholders lists are property of the fund and may only be used with the specific approval of the independent directors of the fund. The SEC requires that directors consider specific criteria before they would permit their fund's shareholder list to be used for solicitation for purchase of another financial product.

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Hon. John D. Dingell

5. As Mr. Cahouet testified at the Hearing,

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there is no such thing for Mellon or Dreyfus as an acceptable level of customer confusion regarding the noninsured nature of mutual funds. We share your concern that several recent surveys have indicated that purchasers of mutual funds are confused as to the non-insured nature of the funds. The numerous procedures and policies that Mellon has put into place, and the additional procedures and policies that Mellon is now implementing, are designed to eliminate that confusion.* Moreover, as we indicated during the Hearing, Mellon attempts to assure that these policies and procedures are working effectively. This process involves "mystery shoppers", testers and inquiry of

customers.

It is in our own best interest to make sure that our customers understand what they are buying because not only are we concerned about doing the right things for our customers, but because it makes good business sense. It has been our philosophy that fostering customer understanding of our products is a key factor in ensuring and enriching a long term customer relationship.

These policies and procedures are described in detail in our written submission of February 18, 1994 to the Subcommittee.

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