UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-CSR CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT COMPANIES Investment Company Act file number 811-6474 Dreyfus Growth and Income Fund, Inc. (Exact name of Registrant as specified in charter) c/o The Dreyfus Corporation 200 Park Avenue New York, New York 10166 (Address of principal executive offices) (Zip code) John Pak, Esq. 200 Park Avenue New York, New York 10166 (Name and address of agent for service) Registrant's telephone number, including area code: 917.919.2605 Date of fiscal year end: 10/31 Date of reporting period: 4/30/2013 FORM N-CSR Item 1. Reports to Stockholders. Dreyfus Growth and Income Fund, Inc. SEMIANNUAL REPORT April 30, 2013 Save time. Save paper. View your next shareholder report online as soon as it’s available. Log into www.dreyfus.com and sign up for Dreyfus eCommunications. It’s simple and only takes a few minutes. The views expressed in this report reflect those of the portfolio manager only through the end of the period covered and do not necessarily represent the views of Dreyfus or any other person in the Dreyfus organization. Any such views are subject to change at any time based upon market or other conditions and Dreyfus disclaims any responsibility to update such views.These views may not be relied on as investment advice and, because investment decisions for a Dreyfus fund are based on numerous factors, may not be relied on as an indication of trading intent on behalf of any Dreyfus fund. Not FDIC-Insured • Not Bank-Guaranteed • May Lose Value Contents THE FUND 2 A Letter from the President 3 Discussion of Fund Performance 6 Understanding Your Fund’s Expenses 6 Comparing Your Fund’s Expenses With Those of Other Funds 7 Statement of Investments 13 Statement of Assets and Liabilities 14 Statement of Operations 15 Statement of Changes in Net Assets 16 Financial Highlights 17 Notes to Financial Statements 26 Information About the Renewal of the Fund’s Management Agreement FOR MORE INFORMATION Back Cover Dreyfus Growth and Income Fund, Inc. The Fund A LETTER FROM THE PRESIDENT Dear Shareholder: We are pleased to present this semiannual report for Dreyfus Growth and Income Fund, Inc., covering the six-month period from November 1, 2012, through April 30, 2013. For information about how the fund performed during the reporting period, as well as general market perspectives, we provide a Discussion of Fund Performance on the pages that follow. U.S. stocks generally rallied throughout the reporting period, with some major market indices setting new records in response to improving economic conditions by the end of the reporting period.As of April 2013, the U.S. unemployment rate had fallen to its lowest level in four years, housing markets showed signs of sustainable recovery, and macroeconomic concerns seemed to ease in Europe, Japan and the emerging markets. Many analysts attributed these long-awaited economic gains to the aggressively accommodative monetary policies adopted by central banks worldwide, including the Federal Reserve Board. Our chief economist currently expects the global and U.S. economic recoveries to persist at a choppy and moderate pace over the next several months, but he sees the potential for stronger growth to begin in the fall. Moreover, the United States generally is expected to remain in the lead in the global march toward better economic conditions, while Europe’s recovery from recession likely will be sluggish as regional policymakers work to resolve a persistent financial crisis. As always, we encourage you to discuss our observations with your financial advisor, who can help you assess their implications for your investment portfolio. Thank you for your continued confidence and support. Sincerely, J. Charles Cardona President The Dreyfus Corporation May 15, 2013 2 DISCUSSION OF FUND PERFORMANCE For the period of November 1, 2012, through April 30, 2013, as provided by John Bailer and Elizabeth Slover, Portfolio Managers Fund and Market Performance Overview For the six-month period ended April 30, 2013, Dreyfus Growth and Income Fund produced a total return of 14.66%. 1 In comparison, the fund’s benchmark, the Standard & Poor’s 500® Composite Stock Price Index (“S&P 500 Index”), produced a total return of 14.41% for the same period. 2 Stocks generally rallied over the reporting period as global and domestic economic concerns eased.The fund produced a higher return than its benchmark, mainly due to the success of our stock selection strategy. The Fund’s Investment Approach The fund seeks long-term capital growth, current income and growth of income consistent with reasonable investment risk by normally investing primarily in stocks of domestic and foreign issuers.We choose stocks through a disciplined investment process that combines computer modeling techniques, bottom-up fundamental analysis and risk management.The fund’s investment process is designed to provide investors with investment exposure to sector weightings and risk characteristics similar to those of the S&P 500 Index. In selecting securities, we seek companies that possess some or all of the following characteristics: growth of earnings potential; operating margin improvement; revenue growth prospects; business improvement; good business fundamentals; dividend yield consistent with the fund’s strategy pertaining to income, value, or how a stock is priced relative to its perceived intrinsic worth; and healthy financial profile, which measures the financial well-being of the company. Improving Economic Conditions Fueled Market Gains A sustained market rally began near the start of the reporting period when investors responded positively to improved U.S. employment and housing market trends, a new quantitative easing program from the European Central Bank, and expectations that new leadership in China and Japan might lead to stronger global growth. Although investor optimism faltered briefly due to uncertainty surrounding automatic tax hikes and spending cuts scheduled for the start of 2013, last-minute legislation to address the increases helped alleviate investors’ worries. Continued corporate earnings The Fund 3 DISCUSSION OF FUND PERFORMANCE (continued) strength and encouraging economic data helped support stock prices over the first four months of 2013. In this environment, well established, dividend-paying stocks generally outperformed broader market averages amid robust demand from income-oriented investors in a low interest rate environment. Strong Stock Selections Bolstered Fund Results The fund’s stock selection strategy proved especially effective in the consumer discretionary sector. Media conglomerate Time Warner benefited from strength in affiliate and advertising fees.Viacom was rewarded for higher ratings for its television programs and expectations of a robust 2013 film release schedule. Investors responded favorably as News Corp. enhanced earnings visibility by splitting the company in two. Delphi Automotive announced better-than-expected earnings stemming from strength in its powertrain and electronics & safety segments, and Johnson Controls raised its earnings guidance as the company increased revenues, cut costs, and gained market share. In the energy sector, underweighted exposure to integrated oil giant ExxonMobil enabled the fund to cushion the brunt of the stock’s weakness relative to the broader group. In contrast, refiner Valero Energy advanced after reporting solid earnings, increasing its dividend, and instituting a share buyback program. Results in the materials sector were aided by agricultural products maker Monsanto as investors anticipated market share gains in the wake of last summer’s drought. Chemicals producers LyondellBasell Industries and Eastman Chemical benefited from more favorable input costs stemming from lower domestic energy prices. Winners in the pharmaceuticals sector included Vertex Pharmaceuticals, which achieved successful clinical trials of a new treatment for Cystic Fibrosis, and Gilead Sciences, which benefited due to its leadership in the Hepatitis C space, strong HIV franchise sales, and a robust R&D pipeline. Disappointments during the reporting period came from individual companies rather than market sectors. Telecommunications equipment maker Juniper Networks was hurt by concerns regarding spending trends among major carriers. An ownership interest in struggling VMware weighed on the stock price of data storage specialist EMC. Investors worried about the sustainability of telecommunications service provider Windstream’s high dividend yield. Underweighted exposure to Bank of America prevented the fund from participating more fully in its gains. Cruise line Carnival experienced a well publicized service failure on one of its ships, while organic grocer Whole Foods Market posted a deceleration in same store sales during a relatively harsh winter. 4 Maintaining a Constructive Investment Posture The global economy remains in expansion mode, albeit at a below trend pace. US economic growth remains supported by an improving housing market and the accommodative actions of the Fed.We are paying close attention to Washington as government spending continues to decline and the sequester cuts take fuller effect. The economic impact of the cuts will take time to filter into the economy and is not yet fully known, although markets have not dramatically reacted negatively to the impending downsizing.The positive to this event is the reduction in the deficit, which could become stabilized by next year. Many of the same risks remain potential headwinds as we get further into 2013, such as the weak European economy, other countries struggling to stabilize their banking systems, rising geopolitical tensions including North Korean threat rhetoric, and emerging evidence that Syria had used chemical weapons.While none of these risks appear to pose an imminent threat to markets, they need to be followed carefully. U.S. corporations continue to post remarkable profits, but growth may not be as meaningful going forward. Markets thus far appear to be optimistic, but could regress if that optimism turns. We have continued to find opportunities among media companies in the consumer discretionary sector, where valuations and growth prospects remain attractive. We have found fewer stocks meeting our criteria in the utilities sector due to stretched valuations and overall remain focused on the strategy’s disciplined research-driven investment approach. May 15, 2013 Please note, the position in any security highlighted with italicized typeface was sold during the reporting period. Equity funds are subject generally to market, market sector, market liquidity, issuer and investment style risks, among other factors, to varying degrees, all of which are more fully described in the fund’s prospectus. 1 Total return includes reinvestment of dividends and any capital gains paid. Past performance is no guarantee of future results. Share price and investment return fluctuate such that upon redemption, fund shares may be worth more or less than their original cost. 2 SOURCE: LIPPER INC. – Reflects the reinvestment of dividends and, where applicable, capital gain distributions. The Standard & Poor’s 500 Composite Stock Price Index is a widely accepted, unmanaged index of U.S. stock market performance. Investors cannot invest directly in any index. The Fund 5 UNDERSTANDING YOUR FUND’S EXPENSES (Unaudited) As a mutual fund investor, you pay ongoing expenses, such as management fees and other expenses. Using the information below, you can estimate how these expenses affect your investment and compare them with the expenses of other funds.You also may pay one-time transaction expenses, including sales charges (loads) and redemption fees, which are not shown in this section and would have resulted in higher total expenses. For more information, see your fund’s prospectus or talk to your financial adviser. Review your fund’s expenses The table below shows the expenses you would have paid on a $1,000 investment in Dreyfus Growth and Income Fund, Inc. from November 1, 2012 to April 30, 2013. It also shows how much a $1,000 investment would be worth at the close of the period, assuming actual returns and expenses. Expenses and Value of a $1,000 Investment assuming actual returns for the six months ended April 30, 2013 Expenses paid per $1,000 † $5.27 Ending value (after expenses) $1,146.60 COMPARING YOUR FUND’S EXPENSES WITH THOSE OF OTHER FUNDS (Unaudited) Using the SEC’s method to compare expenses The Securities and Exchange Commission (SEC) has established guidelines to help investors assess fund expenses. Per these guidelines, the table below shows your fund’s expenses based on a $1,000 investment, assuming a hypothetical 5% annualized return. You can use this information to compare the ongoing expenses (but not transaction expenses or total cost) of investing in the fund with those of other funds.All mutual fund shareholder reports will provide this information to help you make this comparison. Please note that you cannot use this information to estimate your actual ending account balance and expenses paid during the period. Expenses and Value of a $1,000 Investment assuming a hypothetical 5% annualized return for the six months ended April 30, 2013 Expenses paid per $1,000 † $4.96 Ending value (after expenses) $1,019.89 † Expenses are equal to the fund’s annualized expense ratio of .99%, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period). 6 STATEMENT OF INVESTMENTS April 30, 2013 (Unaudited) Common Stocks—97.2% Shares Value ($) Automobiles & Components—1.3% Delphi Automotive 78,710 3,637,189 Johnson Controls 129,220 4,523,992 Banks—3.6% Comerica 118,000 4,277,500 Fifth Third Bancorp 292,240 4,976,847 U.S. Bancorp 159,340 5,302,835 Wells Fargo & Co. 225,150 8,551,197 Capital Goods—7.8% Cummins 80,910 8,608,015 Danaher 81,120 4,943,453 Eaton 176,040 10,810,616 Fluor 69,310 3,949,284 General Electric 485,180 10,814,662 Honeywell International 80,480 5,918,499 Precision Castparts 27,990 5,354,207 Commercial & Professional Services—.3% Pitney Bowes 147,186 a Consumer Durables & Apparel—2.6% Michael Kors Holdings 41,940 b 2,388,064 Newell Rubbermaid 146,790 3,866,449 NIKE, Cl. B 52,090 3,312,924 PVH 30,020 3,464,608 Under Armour, Cl. A 60,870 a,b 3,474,460 Consumer Services—2.0% Carnival 134,740 4,649,877 Las Vegas Sands 68,730 3,866,063 Starbucks 75,160 4,572,734 The Fund 7 STATEMENT OF INVESTMENTS (Unaudited) (continued) Common Stocks (continued) Shares Value ($) Diversified Financials—10.7% Ameriprise Financial 74,310 5,538,324 Bank of America 429,820 5,291,084 Capital One Financial 67,440 3,896,683 Citigroup 197,530 9,216,750 Discover Financial Services 53,960 2,360,210 Franklin Resources 9,950 1,538,867 Goldman Sachs Group 27,663 4,040,734 IntercontinentalExchange 16,970 b 2,764,922 Invesco 49,790 1,580,335 JPMorgan Chase & Co. 302,505 14,825,770 Moody’s 183,430 11,161,715 T. Rowe Price Group 47,560 3,448,100 TD Ameritrade Holding 168,410 3,353,043 Energy—7.3% BP, ADR 131,150 5,718,140 Chevron 66,760 8,145,388 EOG Resources 33,110 4,011,608 National Oilwell Varco 42,850 2,794,677 Occidental Petroleum 110,310 9,846,271 Phillips 66 53,740 3,275,453 Schlumberger 121,368 9,033,420 Valero Energy 99,190 3,999,341 Food & Staples Retailing—2.9% CVS Caremark 143,530 8,350,575 Wal-Mart Stores 80,810 6,280,553 Whole Foods Market 48,130 4,250,842 Food, Beverage & Tobacco—7.3% Coca-Cola Enterprises 223,630 8,191,567 ConAgra Foods 174,010 6,154,734 Kraft Foods Group 113,950 5,867,286 Mondelez International, Cl. A 102,690 3,229,601 8 Common Stocks (continued) Shares Value ($) Food, Beverage & Tobacco (continued) PepsiCo 174,558 14,395,798 Philip Morris International 95,680 9,146,051 Health Care Equipment & Services—1.7% Baxter International 49,990 3,492,801 McKesson 68,990 7,300,522 Insurance—2.0% Berkshire Hathaway, Cl. B 46,490 b 4,942,817 MetLife 153,040 5,967,030 Travelers 20,660 1,764,571 Materials—4.5% Dow Chemical 43,070 1,460,504 Eastman Chemical 43,470 2,897,275 International Paper 113,470 5,330,821 LyondellBasell Industries, Cl. A 53,870 3,269,909 Martin Marietta Materials 78,780 a 7,955,992 Monsanto 47,640 5,088,905 Packaging Corporation of America 59,840 2,845,990 Media—6.2% News Corp., Cl. A 192,450 5,960,176 Omnicom Group 65,530 3,916,728 Regal Entertainment Group, Cl. A 254,760 a 4,570,394 Time Warner 105,149 6,285,807 Viacom, Cl. B 152,620 9,766,154 Walt Disney 144,000 9,048,960 Pharmaceuticals, Biotech & Life Sciences—10.4% Alexion Pharmaceuticals 37,600 b 3,684,800 Allergan 30,080 3,415,584 Amgen 42,910 4,471,651 The Fund 9 STATEMENT OF INVESTMENTS (Unaudited) (continued) Common Stocks (continued) Shares Value ($) Pharmaceuticals, Biotech & Life Sciences (continued) Biogen Idec 21,460 b 4,698,238 Bristol-Myers Squibb 114,020 4,528,874 Celgene 37,170 b 4,388,662 Eli Lilly & Co. 54,570 3,022,087 Gilead Sciences 139,480 b 7,063,267 Illumina 28,340 a,b 1,833,315 Johnson & Johnson 27,348 2,330,870 Merck & Co. 78,000 3,666,000 Onyx Pharmaceuticals 27,470 b 2,604,156 Perrigo 15,750 1,880,707 Pfizer 441,320 12,829,172 Sanofi, ADR 78,600 a 4,193,310 Vertex Pharmaceuticals 26,920 b 2,067,994 Retailing—3.8% Amazon.com 18,740 b 4,756,399 Dollar General 39,030 b 2,033,073 Home Depot 109,660 8,043,561 Macy’s 37,610 1,677,406 Nordstrom 36,670 2,075,155 priceline.com 4,310 b 2,999,717 Urban Outfitters 72,020 b 2,984,509 Semiconductors & Semiconductor Equipment—4.5% Analog Devices 93,380 4,107,786 Applied Materials 175,990 2,553,615 Avago Technologies 41,900 1,339,124 Broadcom, Cl. A 97,410 3,506,760 Texas Instruments 378,740 13,714,175 Xilinx 92,100 3,491,511 Software & Services—10.2% Accenture, Cl. A 32,870 2,676,933 Adobe Systems 48,370 b 2,180,520 10 Common Stocks (continued) Shares Value ($) Software & Services (continued) Citrix Systems 34,940 b 2,172,220 Facebook, Cl. A 105,160 2,919,242 Google, Cl. A 13,870 b 11,436,786 International Business Machines 60,360 12,225,314 Intuit 53,540 3,193,126 LinkedIn, Cl. A 18,800 b 3,611,292 MasterCard, Cl. A 10,750 5,943,998 Oracle 412,590 13,524,700 Paychex 72,770 a 2,649,556 salesforce.com 77,840 b 3,200,002 Technology Hardware & Equipment—4.3% Cisco Systems 395,820 8,280,554 EMC 234,470 b 5,259,162 Juniper Networks 210,430 b 3,482,617 QUALCOMM 169,490 10,443,974 Telecommunication Services—1.0% Vodafone Group, ADR 51,690 1,581,197 Windstream 564,589 a 4,810,298 Transportation—2.0% Delta Air Lines 123,140 b 2,110,620 FedEx 39,610 3,723,736 Union Pacific 45,660 6,755,854 Utilities—.8% NRG Energy 177,220 Total Common Stocks (cost $522,190,090) Preferred Stocks—.3% Automobiles & Components General Motors, Ser. B, Conv., Cum. $2.38 (cost $1,733,434) 39,840 a The Fund 11 STATEMENT OF INVESTMENTS (Unaudited) (continued) Other Investment—1.6% Shares Value ($) Registered Investment Company; Dreyfus Institutional Preferred Plus Money Market Fund (cost $10,442,769) 10,442,769 c Investment of Cash Collateral for Securities Loaned—4.0% Registered Investment Company; Dreyfus Institutional Cash Advantage Fund (cost $25,534,720) 25,534,720 c Total Investments (cost $559,901,013) % Liabilities, Less Cash and Receivables %) ) Net Assets % ADR—American Depository Receipts a Security, or portion thereof, on loan.At April 30, 2013, the value of the fund’s securities on loan was $27,075,977 and the value of the collateral held by the fund was $27,843,958, consisting of cash collateral of $25,534,720 and U.S. Government & Agency securities valued at $2,309,238. b Non-income producing security. c Investment in affiliated money market mutual fund. Portfolio Summary (Unaudited) † Value (%) Value (%) Diversified Financials 10.7 Retailing 3.8 Pharmaceuticals, Banks 3.6 Biotech & Life Sciences 10.4 Food & Staples Retailing 2.9 Software & Services 10.2 Consumer Durables & Apparel 2.6 Capital Goods 7.8 Consumer Services 2.0 Energy 7.3 Insurance 2.0 Food, Beverage & Tobacco 7.3 Transportation 2.0 Media 6.2 Health Care Equipment & Services 1.7 Money Market Investments 5.6 Automobiles & Components 1.6 Materials 4.5 Telecommunication Services 1.0 Semiconductors & Utilities .8 Semiconductor Equipment 4.5 Commercial & Professional Services .3 Technology Hardware & Equipment 4.3 † Based on net assets. See notes to financial statements. 12 STATEMENT OF ASSETS AND LIABILITIES April 30, 2013 (Unaudited) Cost Value Assets ($): Investments in securities—See Statement of Investments (including securities on loan, valued at $27,075,977)—Note 1(b): Unaffiliated issuers 523,923,524 625,782,769 Affiliated issuers 35,977,489 35,977,489 Cash 997,794 Receivable for investment securities sold 6,534,619 Receivable for shares of Common Stock subscribed 1,112,320 Dividends and securities lending income receivable 311,105 Prepaid expenses 48,249 Liabilities ($): Due to The Dreyfus Corporation and affiliates—Note 3(b) 516,145 Liability for securities on loan—Note 1(b) 25,534,720 Payable for investment securities purchased 2,497,638 Payable for shares of Common Stock redeemed 248,933 Accrued expenses 97,113 Net Assets ($) Composition of Net Assets ($): Paid-in capital 533,492,070 Accumulated undistributed investment income—net 127,446 Accumulated net realized gain (loss) on investments 6,391,035 Accumulated net unrealized appreciation (depreciation) on investments 101,859,245 Net Assets ($) Shares Outstanding (300 million shares of $.001 par value Common Stock authorized) 36,712,213 Net Asset Value, offering and redemption price per share ($) See notes to financial statements. The Fund 13 STATEMENT OF OPERATIONS Six Months Ended April 30, 2013 (Unaudited) Investment Income ($): Income: Cash dividends (net of $35,385 foreign taxes withheld at source): Unaffiliated issuers 6,394,041 Affiliated issuers 4,296 Income from securities lending—Note 1(b) 103,502 Total Income Expenses: Management fee—Note 3(a) 2,120,189 Shareholder servicing costs—Note 3(b) 511,952 Prospectus and shareholders’ reports 52,515 Professional fees 44,770 Directors’ fees and expenses—Note 3(c) 29,491 Custodian fees—Note 3(b) 21,748 Registration fees 15,214 Loan commitment fees—Note 2 2,000 Miscellaneous 13,353 Total Expenses Less—reduction in fees due to earnings credits—Note 3(b) (1,478 ) Net Expenses Investment Income—Net Realized and Unrealized Gain (Loss) on Investments—Note 4 ($): Net realized gain (loss) on investments 26,800,838 Net unrealized appreciation (depreciation) on investments 46,783,279 Net Realized and Unrealized Gain (Loss) on Investments Net Increase in Net Assets Resulting from Operations See notes to financial statements. 14 STATEMENT OF CHANGES IN NET ASSETS Six Months Ended April 30, 2013 Year Ended (Unaudited) October 31, 2012 Operations ($): Investment income—net 3,692,085 5,578,926 Net realized gain (loss) on investments 26,800,838 41,162,532 Net unrealized appreciation (depreciation) on investments 46,783,279 16,578,502 Net Increase (Decrease) in Net Assets Resulting from Operations Dividends to Shareholders from ($): Investment income—net ) ) Capital Stock Transactions ($): Net proceeds from shares sold 72,925,312 9,359,163 Dividends reinvested 3,578,463 5,299,224 Cost of shares redeemed (30,748,180 ) (51,972,437 ) Increase (Decrease) in Net Assets from Capital Stock Transactions ) Total Increase (Decrease) in Net Assets Net Assets ($): Beginning of Period 522,626,091 502,237,640 End of Period Undistributed investment income—net 127,446 223,453 Capital Share Transactions (Shares): Shares sold 4,307,831 638,239 Shares issued for dividends reinvested 221,544 364,136 Shares redeemed (1,869,556 ) (3,557,205 ) Net Increase (Decrease) in Shares Outstanding ) See notes to financial statements. The Fund 15 FINANCIAL HIGHLIGHTS The following table describes the performance for the fiscal periods indicated. Total return shows how much your investment in the fund would have increased (or decreased) during each period, assuming you had reinvested all dividends and distributions.These figures have been derived from the fund’s financial statements. Six Months Ended April 30, 2013 Year Ended October 31, (Unaudited) 2012 2011 2010 2009 2008 Per Share Data ($): Net asset value, beginning of period 15.35 13.72 13.19 11.25 10.15 17.91 Investment Operations: Investment income—net a .11 .16 .16 .11 .12 .05 Net realized and unrealized gain (loss) on investments 2.13 1.63 .53 1.93 1.11 (6.59 ) Total from Investment Operations 2.24 1.79 .69 2.04 1.23 (6.54 ) Distributions: Dividends from investment income—net (.11 ) (.16 ) (.16 ) (.10 ) (.13 ) (.04 ) Dividends from net realized gain on investments — (1.18 ) Total Distributions (.11 ) (.16 ) (.16 ) (.10 ) (.13 ) (1.22 ) Net asset value, end of period 17.48 15.35 13.72 13.19 11.25 10.15 Total Return (%) 14.66 b 13.11 5.23 18.24 12.42 (38.95 ) Ratios/Supplemental Data (%): Ratio of total expenses to average net assets .99 c 1.05 1.03 1.05 1.11 .99 Ratio of net expenses to average net assets .99 c 1.05 1.03 1.05 1.05 .99 Ratio of net investment income to average net assets 1.31 c 1.08 1.14 .87 1.25 .38 Portfolio Turnover Rate 25.34 b 51.17 88.42 86.92 114.75 131.72 Net Assets, end of period ($ x 1,000) 641,870 522,626 502,238 536,094 472,865 458,904 a Based on average shares outstanding at each month end. b Not annualized. c Annualized. See notes to financial statements. 16 NOTES TO FINANCIAL STATEMENTS (Unaudited) NOTE 1—Significant Accounting Policies: Dreyfus Growth and Income Fund, Inc. (the “fund”) is registered under the Investment Company Act of 1940, as amended (the “Act”), as a non-diversified open-end management investment company. The fund’s investment objective is to seek long-term capital growth, current income and growth of income consistent with reasonable investment risk.The Dreyfus Corporation (the “Manager” or “Dreyfus”), a wholly-owned subsidiary of The Bank of New York Mellon Corporation (“BNY Mellon”), serves as the fund’s investment adviser. MBSC Securities Corporation (the “Distributor”), a wholly-owned subsidiary of the Manager, is the distributor of the fund’s shares, which are sold to the public without a sales charge. The Financial Accounting Standards Board (“FASB”) Accounting Standards Codification is the exclusive reference of authoritative U.S. generally accepted accounting principles (“GAAP”) recognized by the FASB to be applied by nongovernmental entities. Rules and interpretive releases of the Securities and Exchange Commission (“SEC”) under authority of federal laws are also sources of authoritative GAAP for SEC registrants. The fund’s financial statements are prepared in accordance with GAAP, which may require the use of management estimates and assumptions.Actual results could differ from those estimates. The fund enters into contracts that contain a variety of indemnifications. The fund’s maximum exposure under these arrangements is unknown.The fund does not anticipate recognizing any loss related to these arrangements. (a) Portfolio valuation: The fair value of a financial instrument is the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (i.e., the exit price). GAAP establishes a fair value hierarchy that prioritizes the inputs of valuation techniques used to The Fund 17 NOTES TO FINANCIAL STATEMENTS (Unaudited) (continued) measure fair value.This hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). Additionally, GAAP provides guidance on determining whether the volume and activity in a market has decreased significantly and whether such a decrease in activity results in transactions that are not orderly. GAAP requires enhanced disclosures around valuation inputs and techniques used during annual and interim periods. Various inputs are used in determining the value of the fund’s investments relating to fair value measurements.These inputs are summarized in the three broad levels listed below: Level 1 —unadjusted quoted prices in active markets for identical investments. Level 2 —other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.). Level 3 —significant unobservable inputs (including the fund’s own assumptions in determining the fair value of investments). The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities. Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. Valuation techniques used to value the fund’s investments are as follows: Investments in securities are valued at the last sales price on the securities exchange or national securities market on which such securities are primarily traded. Securities listed on the National Market System for which market quotations are available are valued at the official closing price or, if there is no official closing price that day, at the last sales price. Securities not listed on an exchange or the national secu- 18 rities market, or securities for which there were no transactions, are valued at the average of the most recent bid and asked prices, except for open short positions, where the asked price is used for valuation purposes. Bid price is used when no asked price is available. Registered investment companies that are not traded on an exchange are valued at their net asset value. All of the preceding securities are categorized within Level 1 of the fair value hierarchy. Fair valuing of securities may be determined with the assistance of a pricing service using calculations based on indices of domestic securities and other appropriate indicators, such as prices of relevant ADRs and financial futures. Utilizing these techniques may result in transfers between Level 1 and Level 2 of the fair value hierarchy. When market quotations or official closing prices are not readily available, or are determined not to reflect accurately fair value, such as when the value of a security has been significantly affected by events after the close of the exchange or market on which the security is principally traded (for example, a foreign exchange or market), but before the fund calculates its net asset value, the fund may value these investments at fair value as determined in accordance with the procedures approved by the fund’s Board of Directors (the “Board”). Certain factors may be considered when fair valuing investments such as: fundamental analytical data, the nature and duration of restrictions on disposition, an evaluation of the forces that influence the market in which the securities are purchased and sold, and public trading in similar securities of the issuer or comparable issuers.These securities are either categorized within Level 2 or 3 of the fair value hierarchy depending on the relevant inputs used. For restricted securities where observable inputs are limited, assumptions about market activity and risk are used and are categorized within Level 3 of the fair value hierarchy. The Fund 19 NOTES TO FINANCIAL STATEMENTS (Unaudited) (continued) The following is a summary of the inputs used as of April 30, 2013 in valuing the fund's investments: Level 2—Other Level 3— Level 1— Significant Significant Unadjusted Observable Unobservable Quoted Prices Inputs Inputs Total Assets ($) Investments in Securities: Equity Securities— Domestic Common Stocks † 608,711,171 — — Equity Securities— Foreign Common Stocks † 15,219,835 — — Mutual Funds 35,977,489 — — Preferred Stocks † 1,851,763 — — † See Statement of Investments for additional detailed categorizations. At April 30, 2013, there were no transfers between Level 1 and Level 2 of the fair value hierarchy. (b) Securities transactions and investment income: Securities transactions are recorded on a trade date basis. Realized gains and losses from securities transactions are recorded on the identified cost basis. Dividend income is recognized on the ex-dividend date and interest income, including, where applicable, accretion of discount and amortization of premium on investments, is recognized on the accrual basis. Pursuant to a securities lending agreement with The Bank of New York Mellon, a subsidiary of BNY Mellon and an affiliate of Dreyfus, the fund may lend securities to qualified institutions. It is the fund’s policy that, at origination, all loans are secured by collateral of at least 102% of the value of U.S. securities loaned and 105% of the value of foreign securities loaned. Collateral equivalent to at least 100% of the market value of securities on loan is maintained at all times. Collateral is either in the form of cash, which can be invested in certain money market mutual funds managed by the Manager, U.S. Government and Agency securities or letters of credit.The fund is entitled to receive all 20 income on securities loaned, in addition to income earned as a result of the lending transaction. Although each security loaned is fully collateralized, the fund bears the risk of delay in recovery of, or loss of rights in, the securities loaned should a borrower fail to return the securities in a timely manner. During the period ended April 30, 2013, The Bank of NewYork Mellon earned $44,358 from lending portfolio securities, pursuant to the securities lending agreement. (c) Affiliated issuers: Investments in other investment companies advised by Dreyfus are defined as “affiliated” under the Act. Investments in affiliated investment companies during the period ended April 30, 2013 were as follows: Affiliated Investment Value Value Net Company 10/31/2012 ($) Purchases ($) Sales ($) 4/30/2013 ($) Assets (%) Dreyfus Institutional Preferred Plus Money Market Fund 6,741,711 57,172,778 53,471,720 10,442,769 1.6 Dreyfus Institutional Cash Advantage Fund 22,118,917 67,163,365 63,747,562 25,534,720 4.0 Total 28,860,628 124,336,143 (d) Dividends to shareholders: Dividends are recorded on the ex-dividend date. Dividends from investment income-net are declared and paid on a quarterly basis. Dividends from net realized capital gains, if any, are normally declared and paid annually, but the fund may make distributions on a more frequent basis to comply with the distribution requirements of the Internal Revenue Code of 1986, as amended (the “Code”).To the extent that net realized capital gains can be offset by capital loss carryovers, it is the policy of the fund not to distribute such gains. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP. The Fund 21 NOTES TO FINANCIAL STATEMENTS (Unaudited) (continued) (e) Federal income taxes: It is the policy of the fund to continue to qualify as a regulated investment company, if such qualification is in the best interests of its shareholders, by complying with the applicable provisions of the Code, and to make distributions of taxable income sufficient to relieve it from substantially all federal income and excise taxes. As of and during the period ended April 30, 2013, the fund did not have any liabilities for any uncertain tax positions.The fund recognizes interest and penalties, if any, related to uncertain tax positions as income tax expense in the Statement of Operations. During the period, the fund did not incur any interest or penalties. Each tax year in the three-year period ended October 31, 2012 remains subject to examination by the Internal Revenue Service and state taxing authorities. Under the Regulated Investment Company Modernization Act of 2010 (the “2010 Act”), the fund is permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 (“post-enactment losses”) for an unlimited period. Furthermore, post-enactment capital loss carryovers retain their character as either short-term or long-term capital losses rather than short-term as they were under previous statute.The 2010 Act requires post-enactment losses to be utilized before the utilization of losses incurred in taxable years prior to the effective date of the 2010 Act (“pre-enactment losses”).As a result of this ordering rule, pre-enactment losses may be more likely to expire unused. The fund has an unused capital loss carryover of $19,590,350 available for federal income tax purposes to be applied against future net realized capital gains, if any, realized subsequent to October 31, 2012. If not applied, the carryover expires in fiscal year 2017. The tax character of distributions paid to shareholders during the fiscal year ended October 31, 2012 was as follows: ordinary income $5,617,459. The tax character of current year distributions will be determined at the end of the current fiscal year. 22 NOTE 2—Bank Lines of Credit: The fund participates with other Dreyfus-managed funds in a $210 million unsecured credit facility led by Citibank, N.A. and a $300 million unsecured credit facility provided by The Bank of New York Mellon (each, a “Facility”), each to be utilized primarily for temporary or emergency purposes, including the financing of redemptions. In connection therewith, the fund has agreed to pay its pro rata portion of commitment fees for each Facility. Interest is charged to the fund based on rates determined pursuant to the terms of the respective Facility at the time of borrowing. During the period ended on April 30, 2013, the fund did not borrow under the Facilities. NOTE 3—Management Fee and Other Transactions With Affiliates: (a) Pursuant to a management agreement with the Manager, the management fee is computed at an annual rate of .75% of the value of the fund’s average daily net assets and is payable monthly. (b) Under the Shareholder Services Plan, the fund reimburses the Distributor an amount not to exceed an annual rate of .25% of the value of the fund’s average daily net assets for certain allocated expenses of providing personal services and/or maintaining shareholder accounts.The services provided may include personal services relating to shareholder accounts, such as answering shareholder inquiries regarding the fund and providing reports and other information, and services related to the maintenance of shareholder accounts. During the period ended April 30, 2013, the fund was charged $323,700 pursuant to the Shareholder Services Plan. The fund has arrangements with the transfer agent and the custodian whereby the fund may receive earnings credits when positive cash balances are maintained, which are used to offset transfer agency and custody fees. For financial reporting purposes, the fund includes net earnings credits as an expense offset in the Statement of Operations. The Fund 23 NOTES TO FINANCIAL STATEMENTS (Unaudited) (continued) The fund compensates DreyfusTransfer, Inc., a wholly-owned subsidiary of the Manager, under a transfer agency agreement for providing transfer agency services for the fund and cash management services related to fund subscriptions and redemptions. During the period ended April 30, 2013, the fund was charged $117,514 for transfer agency services and $8,577 for cash management services. Cash management fees were partially offset by earnings credits of $1,462.These fees are included in Shareholder servicing costs in the Statement of Operations. The fund compensatesThe Bank of NewYork Mellon under a custody agreement for providing custodial services for the fund. During the period ended April 30, 2013, the fund was charged $21,748 pursuant to the custody agreement. The fund compensates The Bank of New York Mellon under a cash management agreement for performing certain cash management services related to fund subscriptions and redemptions. During the period ended April 30, 2013, the fund was charged $5,121 pursuant to the cash management agreement, which is included in Shareholder servicing costs in the Statement of Operations.These fees were partially offset by earnings credits of $16. During the period ended April 30, 2013, the fund was charged $4,497 for services performed by the Chief Compliance Officer and his staff. The components of “Due to The Dreyfus Corporation and affiliates” in the Statement of Assets and Liabilities consist of: management fees $385,992, Shareholder Services Plan fees $52,000, custodian fees $14,000, Chief Compliance Officer fees $3,054 and transfer agency fees $61,099. (c) Each Board member also serves as a Board member of other funds within the Dreyfus complex. Annual retainer fees and attendance fees are allocated to each fund based on net assets. 24 NOTE 4—Securities Transactions: The aggregate amount of purchases and sales of investment securities, excluding short-term securities, during the period ended April 30, 2013, amounted to $178,536,173 and $142,284,109, respectively. At April 30, 2013, accumulated net unrealized appreciation on investments was $101,859,245, consisting of $110,955,693 gross unrealized appreciation and $9,096,448 gross unrealized depreciation. At April 30, 2013, the cost of investments for federal income tax purposes was substantially the same as the cost for financial reporting purposes (see the Statement of Investments). The Fund 25 INFORMATION ABOUT THE RENEWAL OF THE FUND’S MANAGEMENT AGREEMENT (Unaudited) At a meeting of the fund’s Board of Directors held on March 4-5, 2013, the Board considered the renewal of the fund’s Management Agreement pursuant to which Dreyfus provides the fund with investment advisory and administrative services (the “Agreement”). The Board members, none of whom are “interested persons” (as defined in the Investment Company Act of 1940, as amended) of the fund, were assisted in their review by independent legal counsel and met with counsel in executive session separate from Dreyfus representatives. In considering the renewal of the Agreement, the Board considered all factors that it believed to be relevant, including those discussed below.The Board did not identify any one factor as dispositive, and each Board member may have attributed different weights to the factors considered. Analysis of Nature, Extent, and Quality of Services Provided to the Fund. The Board considered information provided to them at the meeting and in previous presentations from Dreyfus representatives regarding the nature, extent, and quality of the services provided to funds in the Dreyfus fund complex. Dreyfus provided the number of open accounts in the fund, the fund’s asset size and the allocation of fund assets among distribution channels. Dreyfus also had previously provided information regarding the diverse intermediary relationships and distribution channels of funds in the Dreyfus fund complex (such as retail direct or intermediary, in which intermediaries typically are paid by the fund and/or Dreyfus) and Dreyfus’ corresponding need for broad, deep, and diverse resources to be able to provide ongoing shareholder services to each intermediary or distribution channel, as applicable to the fund. The Board also considered research support available to, and portfolio management capabilities of, the fund’s portfolio management personnel and that Dreyfus also provides oversight of day-to-day fund operations, including fund accounting and administration and assistance in meeting legal and regulatory requirements.The Board also considered Dreyfus’ extensive administrative, accounting, and compliance infrastructures.The Board also considered portfolio management’s brokerage policies and practices (including policies and practices regarding soft dollars) and the standards applied in seeking best execution. 26 Comparative Analysis of the Fund’s Performance and Management Fee and Expense Ratio. The Board reviewed reports prepared by Lipper, Inc. (“Lipper”), an independent provider of investment company data, which included information comparing (1) the fund’s performance with the performance of a group of comparable funds (the “Performance Group”) and with a broader group of funds (the “Performance Universe”), all for various periods ended December 31, 2012, and (2) the fund’s actual and contractual management fees and total expenses with those of a group of comparable funds (the “Expense Group”) and with a broader group of funds (the “Expense Universe”), the information for which was derived in part from fund financial statements available to Lipper as of the date of its analysis. Dreyfus previously had furnished the Board with a description of the methodology Lipper used to select the Performance Group and Performance Universe and the Expense Group and Expense Universe. Dreyfus representatives stated that the usefulness of performance comparisons may be affected by a number of factors, including different investment limitations that may be applicable to the fund and comparison funds. The Board discussed the results of the comparisons and noted that the fund’s total return performance was variously above, at and below the Performance Group and Performance Universe medians. Dreyfus also provided a comparison of the fund’s calendar year total returns to the returns of the fund’s benchmark index. The Board also reviewed the range of actual and contractual management fees and total expenses of the Expense Group and Expense Universe funds and discussed the results of the comparisons.The Board noted that the fund’s contractual management fee was above the Expense Group median and the fund’s actual management fee and total expenses were above the Expense Group and Expense Universe medians. Dreyfus representatives reviewed with the Board the management or investment advisory fees (1) paid by funds advised or administered by Dreyfus that are in the same Lipper category as the fund and (2) paid The Fund 27 INFORMATION ABOUT THE RENEWAL OF THE FUND’S MANAGEMENT AGREEMENT (Unaudited) (continued) to Dreyfus or the Dreyfus-affiliated primary employer of the fund’s primary portfolio manager(s) for advising any separate accounts and/or other types of client portfolios that are considered to have similar investment strategies and policies as the fund (the “Similar Clients”), and explained the nature of the Similar Clients.They discussed differences in fees paid and the relationship of the fees paid in light of any differences in the services provided and other relevant factors. The Board considered the relevance of the fee information provided for the Similar Clients to evaluate the appropriateness and reasonableness of the fund’s management fee. Analysis of Profitability and Economies of Scale. Dreyfus representatives reviewed the expenses allocated and profit received by Dreyfus and the resulting profitability percentage for managing the fund and the aggregate profitability percentage to Dreyfus of managing the funds in the Dreyfus fund complex, and the method used to determine the expenses and profit. The Board concluded that the profitability results were not unreasonable, given the services rendered and service levels provided by Dreyfus. The Board also had been provided with information prepared by an independent consulting firm regarding Dreyfus’ approach to allocating costs to, and determining the profitability of, individual funds and the entire Dreyfus fund complex.The consulting firm also had analyzed where any economies of scale might emerge in connection with the management of a fund. The Board’s counsel stated that the Board should consider the profitability analysis (1) as part of the evaluation of whether the fees under the Agreement bear a reasonable relationship to the mix of services provided by Dreyfus, including the nature, extent and quality of such services, and (2) in light of the relevant circumstances for the fund and the extent to which economies of scale would be realized if the fund grows and whether fee levels reflect these economies of scale for the benefit of fund shareholders. Dreyfus representatives also noted that, as a result of shared and allocated costs among funds in the Dreyfus fund complex, the extent of economies of scale could depend substantially on the level of 28 assets in the complex as a whole, so that increases and decreases in complex-wide assets can affect potential economies of scale in a manner that is disproportionate to, or even in the opposite direction from, changes in the fund’s asset level. The Board also considered potential benefits to Dreyfus from acting as investment adviser and noted the soft dollar arrangements in effect for trading the fund’s investments. At the conclusion of these discussions, the Board agreed that it had been furnished with sufficient information to make an informed business decision with respect to the renewal of the Agreement. Based on the discussions and considerations as described above, the Board concluded and determined as follows. The Board concluded that the nature, extent and quality of the services provided by Dreyfus are adequate and appropriate. The Board was satisfied with the fund’s overall performance. The Board concluded that the fee paid to Dreyfus was reasonable in light of the considerations described above. The Board determined that the economies of scale which may accrue to Dreyfus and its affiliates in connection with the management of the fund had been adequately considered by Dreyfus in connection with the fee rate charged to the fund pursuant to the Agreement and that, to the extent in the future it were determined that material economies of scale had not been shared with the fund, the Board would seek to have those economies of scale shared with the fund. In evaluating the Agreement, the Board considered these conclusions and determinations and also relied on its previous knowledge, gained through meetings and other interactions with Dreyfus and its affiliates, of the fund and the services provided to the fund by Dreyfus.The Board also relied on information received on a routine and regular basis throughout the year relating to the operations of the fund and the investment management and other services provided under the Agreement, including information on the investment performance of The Fund 29 INFORMATION ABOUT THE RENEWAL OF THE FUND’S MANAGEMENT AGREEMENT (Unaudited) (continued) the fund in comparison to similar mutual funds and benchmark performance indices; general market outlook as applicable to the fund; and compliance reports. In addition, it should be noted that the Board’s consideration of the contractual fee arrangements for this fund had the benefit of a number of years of reviews of prior or similar agreements during which lengthy discussions took place between the Board and Dreyfus representatives. Certain aspects of the arrangements may receive greater scrutiny in some years than in others, and the Board’s conclusions may be based, in part, on their consideration of the same or similar arrangements in prior years. The Board determined that renewal of the Agreement was in the best interests of the fund and its shareholders. 30 NOTES For More Information Ticker Symbol: DGRIX Telephone 1-800-DREYFUS Mail The Dreyfus Family of Funds, 144 Glenn Curtiss Boulevard, Uniondale, NY 11556-0144 E-mail Send your request to obrown@example.com Internet Information can be viewed online or downloaded at: http://www.dreyfus.com The fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission (“SEC”) for the first and third quarters of each fiscal year on Form N-Q. The fund’s Forms N-Q are available on the SEC’s website at http://www.sec.gov and may be reviewed and copied at the SEC’s Public Reference Room in Washington, DC. Information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330. A description of the policies and procedures that the fund uses to determine how to vote proxies relating to portfolio securities, and information regarding how the fund voted these proxies for the most recent 12-month period ended June 30 is available at http://www.dreyfus.com and on the SEC’s website at http://www.sec.gov. The description of the policies and procedures is also available without charge, upon request, by calling 1-800-DREYFUS. Item 2. Code of Ethics. Not applicable. Item 3. Audit Committee Financial Expert. Not applicable. Item 4. Principal Accountant Fees and Services. Not applicable. Item 5. Audit Committee of Listed Registrants. Not applicable. Item 6. Investments. (a) Not applicable. Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies. Not applicable. Item 8. Portfolio Managers of Closed-End Management Investment Companies. Not applicable. Item 9. Purchases of Equity Securities by Closed-End Management Investment Companies and Affiliated Purchasers. Not applicable. [CLOSED END FUNDS ONLY] Item 10. Submission of Matters to a Vote of Security Holders. There have been no material changes to the procedures applicable to Item 10. Item 11. Controls and Procedures. (a) The Registrant's principal executive and principal financial officers have concluded, based on their evaluation of the Registrant's disclosure controls and procedures as of a date within 90 days of the filing date of this report, that the Registrant's disclosure controls and procedures are reasonably designed to ensure that information required to be disclosed by the Registrant on Form N-CSR is recorded, processed, summarized and reported within the required time periods and that information required to be disclosed by the Registrant in the reports that it files or submits on Form N-CSR is accumulated and communicated to the Registrant's management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. (b) There were no changes to the Registrant's internal control over financial reporting that occurred during the second fiscal quarter of the period covered by this report that have materially affected, or are reasonably likely to materially affect, the Registrant's internal control over financial reporting. Item 12. Exhibits. (a)(1) Not applicable. (a)(2) Certifications of principal executive and principal financial officers as required by Rule 30a-2(a) under the Investment Company Act of 1940. (a)(3) Not applicable. (b) Certification of principal executive and principal financial officers as required by Rule 30a-2(b) under the Investment Company Act of 1940. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized. Dreyfus Growth and Income Fund, Inc. By: /s/ Bradley J. Skapyak Bradley J. Skapyak, President Date: June 17, 2013 Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this Report has been signed below
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