DREYFUS INVESTMENT PORTFOLIOS
497, 2000-05-04
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Dreyfus Investment Portfolios

Core Bond Portfolio

Core Value Portfolio

Emerging Leaders Portfolio

Emerging Markets Portfolio

European Equity Portfolio

Founders Discovery Portfolio

Founders Growth Portfolio

Founders International Equity Portfolio

Founders Passport Portfolio

Japan Portfolio

MidCap Stock Portfolio

Technology Growth Portfolio

PROSPECTUS May 1, 2000

(reg.tm)

As with all mutual funds, the Securities and Exchange Commission has not
approved or disapproved these securities or passed upon the adequacy of this
prospectus. Any representation to the contrary is a criminal offense.






Contents

The Portfolios
- --------------------------------------------------------------------------------

    Core Bond Portfolio                                        INSIDE COVER

    Core Value Portfolio                                                  3

    Emerging Leaders Portfolio                                            6

    Emerging Markets Portfolio                                            9

    European Equity Portfolio                                            12

    Founders Discovery Portfolio                                         15

    Founders Growth Portfolio                                            18

    Founders International
    Equity Portfolio                                                     21

    Founders Passport Portfolio                                          24

    Japan Portfolio                                                      27

    MidCap Stock Portfolio                                               30

    Technology Growth Portfolio                                          33

Management                                                               36

Financial Highlights                                                     44

Account Information
- --------------------------------------------------------------------------------

Account Policies                                                         50

Distributions and Taxes                                                  51

For More Information
- --------------------------------------------------------------------------------

INFORMATION  ON  THE  PORTFOLIOS' RECENT STRATEGIES AND HOLDINGS CAN BE FOUND IN
THE    CURRENT    ANNUAL/SEMIANNUAL    REPORT.    SEE    BACK    COVER.

Portfolio  shares are offered only to separate accounts established by insurance
companies  to fund variable annuity contracts ("VA contracts") and variable life
insurance  policies  (" VLI  policies" ). Individuals  may  not  purchase shares
directly  from,  or  place  sell  orders  directly  with, the portfolios. The VA
contracts and the VLI policies are described in the separate prospectuses issued
by  the  participating insurance companies, as to which the portfolios assume no
responsibility. Conflicts may arise between the interests of VA contract holders
and VLI policyholders. The board of trustees will monitor events to identify any
material  conflicts and, if such conflicts arise, determine what action, if any,
should be taken.

Each  portfolio  has  its  own  investment strategy and risk/return profile. The
differences  in  strategy among the portfolios determine the types of securities
in which each portfolio invests and can be expected to affect the degree of risk
each portfolio is subject to and its performance.

While the portfolios' investment objectives and policies may be similar to those
of  other  funds  managed by the investment advisers, the portfolios' investment
results  may be higher or lower than, and may not be comparable to, those of the
other funds.

                                                            Core Bond Portfolio

GOAL/APPROACH

The  portfolio  seeks  to maximize total return through capital appreciation and
current  income.  To pursue this goal, the portfolio invests at least 65% of its
assets  in  fixed-income  securities,  such as: U.S. government bonds and notes,
corporate   bonds,   convertible   securities,  preferred  stocks,  asset-backed
securities,  mortgage-related  securities, and foreign bonds. The portfolio also
may own warrants and common stock acquired in "units" with bonds.

Generally, the portfolio seeks to maintain an investment grade (BBB/Baa) average
credit  quality.  However,  the  portfolio may invest up to 35% of its assets in
lower-rated  securities  (" high  yield" or "junk" bonds). The portfolio has the
flexibility   to   shift  its  investment  focus  among  different  fixed-income
securities,  based  on  market  conditions and other factors. In choosing market
sectors  and securities for investment, the issuer's financial strength, and the
current  state  and  long-term  outlook  of the industry or sector are reviewed.
Current and forecasted interest rate and liquidity conditions also are important
factors in this regard.

Typically,  the  portfolio can be expected to have an average effective maturity
of  between  5  and 10 years and an average effective duration between 3.5 and 6
years.  While  the  portfolio' s  duration and maturity usually will stay within
these  ranges,  if  the  maturity or duration of the portfolio's benchmark index
moves outside these ranges, so may the portfolio's.

Concepts to understand

AVERAGE EFFECTIVE MATURITY: an average of the stated maturity of bonds, adjusted
to reflect provisions that may cause a bond's principal to be repaid earlier
than at maturity.

DURATION: an indication of an investment's "interest rate risk," or how
sensitive a bond or mutual fund portfolio may be to changes in interest rates.
Generally speaking, the longer a portfolio's duration, the more it is likely to
react to interest rate fluctuations and the greater its long-term risk/return
potential.

[Page]

MAIN RISKS

Prices of bonds tend to move inversely  with changes in interest  rates. A rise
in rates usually  causes a drop in bond prices and therefore in the  portfolio's
share price as well.

The  longer  the  portfolio's maturity and duration, the more its share price is
likely  to  react  to  interest  rate  movements.  The  value of a shareholder's
investment  in the portfolio could go up and down, which means that shareholders
could lose money.

Mortgage-related  securities may react differently to interest rate changes than
other bonds, because of prepayments and other factors. When rates fall, mortgage
pass-through securities may be paid off earlier than expected, and the portfolio
may  reinvest  those  assets  at  lower  rates.  This lessens price-appreciation
potential  from  rate  declines. When rates rise, prices may decline less, given
their  generally  higher  coupon,  and  it  may  effectively lengthen a mortgage
security' s  expected  maturity  and cause its value to fluctuate more widely as
rates    change.

High  yield  bonds  involve greater credit risk than investment grade bonds, and
are  considered speculative. The prices of high yield bonds can fall in response
to  bad  news about the issuer or its industry, or the economy in general, or if
an issuer fails to make timely interest or principal payments.

Other risk factors that could have an effect on the portfolio's performance:

* the  prices  of foreign bonds can be affected by political and economic
instability or changes in currency exchange rates

* if  the  portfolio  holds  securities  that are traded in a market that
becomes  "illiquid,"  typically when there are many more sellers than buyers for
the  securities,  the value of such securities, and the portfolio's share price,
may fall dramatically

Under  adverse  market conditions, the portfolio could invest some or all of its
assets in money market securities. Although the portfolio would do this to avoid
losses,  it could reduce the benefit from any upswing in the market. During such
periods, the portfolio may not achieve its investment objective.

Other potential risks

Most mortgage and asset-backed securities are a form of derivative. The
portfolio, at times, may also invest in other derivative securities, such as
options and futures. Futures and options are used primarily to hedge the
portfolio, but may be used to increase returns; however, such practices may
lower returns or increase volatility. Derivatives can be illiquid, and a small
investment in certain derivatives could have a potentially large impact on the
portfolio's performance.

The portfolio may buy securities on a forward-commitment basis, and enter into
reverse repurchase agreements, which are forms of borrowing that can increase
the portfolio's overall price volatility.

At times, the portfolio may engage in short-term trading, which could produce
higher brokerage costs.

What the portfolio is -- and isn't

The portfolio is a mutual fund: a pooled investment that is professionally
managed and gives shareholders the opportunity to participate in financial
markets. It strives to reach its stated goal, although as with all mutual funds,
it cannot offer guaranteed results.

An investment in the portfolio is not a bank deposit. It is not insured or
guaranteed by the FDIC or any other government agency. It is not a complete
investment program. Shareholders could lose money in the portfolio, but
shareholders also have the potential to make money.

                                                            Core Bond Portfolio
[Page 1]


CORE BOND PORTFOLIO (CONTINUED)

PAST PERFORMANCE

As  a  new  portfolio,  past  performance  information  is not available for the
portfolio as of the date of this prospectus.

EXPENSES

Investors  using  this  portfolio to fund a VA contract or a VLI policy will pay
certain  fees and expenses in connection with the portfolio, which are described
in  the  table  below.  Annual  portfolio  operating  expenses  are  paid out of
portfolio  assets,  so  their effect is included in the portfolio's share price.
These  figures  do  not  reflect  any  fees  or charges imposed by participating
insurance  companies  under  their  VA  contracts  or VLI policies. Owners of VA
contracts  or  VLI  policies  should  refer  to the applicable insurance company
prospectus for information on those fees or charges.
- --------------------------------------------------------------------------------

Fee table

ANNUAL PORTFOLIO OPERATING EXPENSES

% OF AVERAGE DAILY NET ASSETS

Management fees                                                         0.60%

Other expenses                                                          0.25%
- --------------------------------------------------------------------------------

TOTAL                                                                   0.85%
- --------------------------------------------------------------------------------

Expense example

1 Year                3 Years
- --------------------------------------------------------------------------------

$87                   $271

This example shows what an investor could pay in expenses over time. It uses the
same  hypothetical  conditions  other  funds  use in their prospectuses: $10,000
initial  investment,  5%  total return each year and no changes in expenses. The
figures  shown  would be the same whether investors sold their shares at the end
of  a period or kept them. Because actual return and expenses will be different,
the example is for comparison only.

Concepts to understand

MANAGEMENT FEE: the fee paid to the investment adviser for managing the
portfolio and assisting in all aspects of the portfolio's operations.

OTHER EXPENSES: estimated fees to be paid by the portfolio for the current
fiscal year for miscellaneous items such as transfer agency, custody,
professional and registration fees.






                                                           Core Value Portfolio
[Page 2]

GOAL/APPROACH

The  portfolio  seeks  long-term  growth  of  capital,  with current income as a
secondary  objective.  To pursue these goals, the portfolio invests primarily in
stocks  of  large-cap  value companies (market capitalizations of $1 billion and
above) . The  portfolio  typically invests mainly in the stocks of U.S. issuers,
and  will  limit  its  foreign  stock  holdings to 20% of the value of its total
assets.  The  portfolio's stock investments may include common stocks, preferred
stocks, convertible securities and depositary receipts.

In  choosing stocks, the portfolio manager focuses on individual stock selection
(a  "bottom-up"  approach)  rather  than  forecasting  stock  market  trends  (a
" top-down"  approach) , and  looks  for  value  companies.  A  three-step value
screening process is used to select stocks:

*    VALUE: quantitative screens track traditional measures such as
     price-to-earnings, price-to-book and price-to-sales. These ratios are
     analyzed and compared against the market.

*    SOUND BUSINESS FUNDAMENTALS: a company's balance sheet and income data are
     examined to determine the company's financial history.

*    POSITIVE BUSINESS MOMENTUM: a company's earnings and forecast changes are
     analyzed and sales and earnings trends are reviewed to determine the
     company's financial condition.

The  portfolio  typically  sells a stock when it is no longer considered a value
company,  appears  less  likely  to benefit from the current market and economic
environment,  shows  deteriorating  fundamentals or falls short of the portfolio
manager's expectations.

Concepts to understand

VALUE COMPANIES: companies that appear underpriced according to certain
financial measurements of their intrinsic worth or business prospects (such as
price-to-earnings or price-to-book ratios). Because a stock can remain
undervalued for years, value investors often look for factors that could trigger
a rise in price.

LARGE-CAP COMPANIES: established companies that are considered "known
quantities." Large-cap companies often have the resources to weather economic
shifts, though they can be slower to innovate than small companies.


[Page 3]


CORE VALUE PORTFOLIO (CONTINUED)

MAIN RISKS

While  stocks  have  historically  been a leading choice of long-term investors,
they  do  fluctuate  in  price.  The  value of a shareholder's investment in the
portfolio will go up and down, which means that shareholders could lose money.

Value  stocks  involve  the  risk  that  they may never reach what the portfolio
manager  believes is their full market value, either because the market fails to
recognize  the  stock' s intrinsic worth or the portfolio manager misgauged that
worth.  They  also  may decline in price, even though in theory they are already
underpriced. Because different types of stocks tend to shift in and out of favor
depending  on  market  and  economic conditions, the portfolio's performance may
sometimes  be  lower  or higher than that of other types of funds (such as those
emphasizing growth stocks).

Any foreign securities purchased by the portfolio include special risks, such as
exposure   to   currency  fluctuations,  changing  political  climate,  lack  of
comprehensive company information and potentially less liquidity.

Under  adverse  market conditions, the portfolio could invest some or all of its
assets in money market securities. Although the portfolio would do this to avoid
losses,  it could reduce the benefit from any upswing in the market. During such
periods, the portfolio may not achieve its primary investment objective.

What the portfolio is -- and isn't

The portfolio is a mutual fund: a pooled investment that is professionally
managed and gives shareholders the opportunity to participate in financial
markets. It strives to reach its stated goal, although as with all mutual funds,
it cannot offer guaranteed results.

An investment in the portfolio is not a bank deposit. It is not insured or
guaranteed by the FDIC or any other government agency. It is not a complete
investment program. Shareholders could lose money in the portfolio, but
shareholders also have the potential to make money.

Other potential risks

The portfolio, at times, may invest some assets in derivative securities, such
as options and futures, and in foreign currencies. These practices, when
employed, are used primarily to hedge the portfolio but may be used to increase
returns; however, such practices sometimes may reduce returns or increase
volatility. Derivatives can be illiquid, and a small investment in certain
derivatives could have a potentially large impact on the portfolio's
performance.

At times, the portfolio may engage in short-term trading, which could produce
higher brokerage costs.

The portfolio can buy securities with borrowed money (a form of leverage), which
could have the effect of magnifying the portfolio's gains or losses.

[Page 4]


PAST PERFORMANCE

The  bar  chart  and  table  below  show  some  of the risks of investing in the
portfolio.  The  bar  chart shows the portfolio's performance for its first full
calendar  year  of operations. The table compares the portfolio's average annual
total  returns  to those of the Standard & Poor's 500/BARRA Value Index (S&P 500
BARRA  Value) ,which has been selected as the portfolio's primary index based on
the  portfolio' s  and  the index's value orientation, and the Standard & Poor's
500((reg.tm) ) Composite  Stock Price Index (S&P 500 Composite), the portfolio's
former primary index, each a broad measure of stock performance. Performance for
the  S& P 500 Composite will not be shown in the future. All performance figures
reflect  the  reinvestment  of  dividends  and  distributions.  Of  course, past
performance is no guarantee of future results.
- --------------------------------------------------------------------------------

Year-by-year total return AS OF 12/31 EACH YEAR (%)

                                                               19.73
90     91     92     93     94     95     96     97     98     99

BEST QUARTER:                    Q4 '99                     +13.16%

WORST QUARTER:                   Q3 '99                     -10.40%
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>

Average annual total return AS OF 12/31/99

                                                                                                                  Since
                                                                                                                inception

                                                                  1 Year                                        (5/1/98)
- ------------------------------------------------------------------------------------------------------------------------------------

<S>                                                               <C>                                             <C>
PORTFOLIO                                                         19.73%                                          7.61%

S&P 500 BARRA VALUE                                               12.72%                                          8.46%*

S&P 500 COMPOSITE                                                 21.03%                                         19.80%*

* FOR COMPARATIVE PURPOSES, THE VALUE OF EACH INDEX ON 4/30/98 IS USED AS THE
BEGINNING VALUE ON 5/1/98.
</TABLE>

Additional costs

Performance information reflects the portfolio's expenses only and does not
reflect the fees and charges imposed by participating insurance companies under
their VA contracts or VLI policies. Because these fees and charges will reduce
total return, VA contract holders and VLI policyholders should consider them
when evaluating and comparing the portfolio's performance. VA contract holders
and VLI policyholders should consult the prospectus for their contract or policy
for more information.


EXPENSES

Investors  using  this  portfolio to fund a VA contract or a VLI policy will pay
certain  fees and expenses in connection with the portfolio, which are described
in  the  table  below.  Annual  portfolio  operating  expenses  are  paid out of
portfolio assets, so their effect is included in the portfolio's share price. As
with  the performance information given previously, these figures do not reflect
any  fees or charges imposed by participating insurance companies under their VA
contracts    or    VLI    policies.
- --------------------------------------------------------------------------------

Fee table

ANNUAL PORTFOLIO OPERATING EXPENSES

% OF AVERAGE DAILY NET ASSETS

Management fees                                                         0.75%

Other expenses                                                          0.75%
- --------------------------------------------------------------------------------

TOTAL ANNUAL PORTFOLIO OPERATING EXPENSES                               1.50%

Fee waiver and/or expense reimbursement                                (0.50%)
- --------------------------------------------------------------------------------

NET OPERATING EXPENSES*                                                 1.00%

*THE  DREYFUS CORPORATION HAS AGREED, UNTIL DECEMBER 31, 2000, TO WAIVE RECEIPT
OF  ITS  FEES  AND/OR  ASSUME  THE  EXPENSES  OF  THE PORTFOLIO SO THAT EXPENSES
(EXCLUDING   TAXES,  BROKERAGE  COMMISSIONS,  EXTRAORDINARY  EXPENSES,  INTEREST
EXPENSES AND COMMITMENT FEES ON BORROWINGS) DO NOT EXCEED 1.00%.
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>

Expense example

1 Year                               3 Years                              5 Years                              10 Years
- ------------------------------------------------------------------------------------------------------------------------------------

<S>                                  <C>                                  <C>                                  <C>
$102                                 $425                                 $771                                 $1,748
</TABLE>


This example shows what an investor could pay in expenses over time. It uses the
same  hypothetical  conditions  other  funds  use in their prospectuses: $10,000
initial  investment,  5%  total return each year and no changes in expenses. The
figures  shown  would be the same whether investors sold their shares at the end
of a period or kept them. Because actual returns and expenses will be different,
the  example  is  for  comparison  only. The one-year number is based on the net
operating  expenses. The longer-term numbers are based on total annual portfolio
operating expenses.


Concepts to understand

MANAGEMENT FEE: the fee paid to the investment adviser for managing the
portfolio and assisting in all aspects of the portfolio's operations.

OTHER EXPENSES: fees paid by the portfolio for miscellaneous items such as
transfer agency, custody, professional and registration fees.

[Page 5]                                                    Core Value Portfolio








                                                     Emerging Leaders Portfolio

GOAL/APPROACH

The  portfolio  seeks capital growth. To pursue this goal, the portfolio invests
in   companies   Dreyfus  believes  to  be  emerging  leaders:  small  companies
characterized  by  new  or innovative products, services or processes having the
potential  to enhance earnings growth. The portfolio invests at least 65% of its
total  assets in companies with total market values of less than $1.5 billion at
the  time  of  purchase.  The portfolio's investments may include common stocks,
preferred stocks and convertible securities.

In  choosing  stocks,  the  portfolio  uses  a  blended approach, investing in a
combination  of  growth  and value stocks. Using fundamental research and direct
management  contact,  the portfolio managers seek stocks with dominant positions
in  major  product  lines,  sustained  achievement  records and strong financial
condition.  They  also seek special situations, such as corporate restructurings
or management changes, that could increase the stock price.

The  portfolio  managers use a sector management approach, supervising a team of
sector  managers  who  assist  in  making  buy  and  sell decisions within their
respective  areas  of  expertise.  The  portfolio' s sector weightings typically
approximate those of the Russell 2000 Index.

The  portfolio  typically sells a stock when the reasons for buying it no longer
apply,  when  the  company  begins  to  show  deteriorating fundamentals or poor
relative performance, or when a stock is fully valued by the market.

Concepts to understand

SMALL COMPANIES: new, often entrepreneurial companies. Small companies tend to
grow faster than large-cap companies, but frequently are more volatile, are more
vulnerable to major setbacks, and have a higher failure rate than larger
companies.

GROWTH COMPANIES: companies of any capitalization whose earnings are expected to
grow faster than the overall market. Often, growth stocks have relatively high
price-to-earnings and price-to-book ratios, and tend to be more volatile than
value stocks.

VALUE COMPANIES: companies that appear underpriced according to certain
financial measurements of their intrinsic worth or business prospects (such as
price-to-earnings or price-to-book ratios). Because a stock can remain
undervalued for years, value investors often look for factors that could trigger
a rise in price.

[Page 6}

MAIN RISKS

While  stocks  have  historically  been a leading choice of long-term investors,
they  do  fluctuate  in  price.  The  value of a shareholder's investment in the
portfolio  will  go  up  and  down,  sometimes  dramatically,  which  means that
shareholders could lose money.

Small companies carry additional risks because their operating histories tend to
be  more  limited,  their  earnings  less  predictable,  their share prices more
volatile  and  their  securities  less  liquid  than  larger,  more  established
companies.  Some  of  the  portfolio' s  investments will rise and fall based on
investor perceptions rather than economics. In addition, some of the portfolio's
investments  will  be made in anticipation of future products and services that,
if delayed, could cause the stock price to drop.

Growth  companies  are expected to increase their earnings at a certain rate. If
these  expectations  are  not met, investors can punish the stocks inordinately,
even  if  earnings  do  increase.  In addition, growth stocks typically lack the
dividend   yield   that   can   cushion   stock  prices  in  market  downturns.

Value  stocks  are  subject to the risk that their intrinsic values may never be
realized  by  the  market,  or  their  prices  may  go  down. Further, while the
portfolio' s  investments in value stocks may limit the overall downside risk of
the  portfolio  over  time,  the  portfolio  may  produce more modest gains than
riskier  small-company  stock  funds  as  a trade-off for this potentially lower
risk.

Under  adverse  market conditions, the portfolio could invest some or all of its
assets in money market securities. Although the portfolio would do this to avoid
losses,  it could reduce the benefit from any upswing in the market. During such
periods, the portfolio may not achieve its investment objective.

Other potential risks

The portfolio, at times, may invest in derivative securities, such as options
and futures, and in foreign currencies. The portfolio may also sell short, which
involves selling a security it does not own in anticipation of a decline in the
market price of the security. These practices, when employed, are used primarily
to hedge the portfolio but may be used to increase returns; however, such
practices sometimes may reduce returns or increase volatility. In addition,
derivatives can be illiquid and highly sensitive to changes in their underlying
instrument. A small investment in certain derivatives could have a potentially
large impact on the portfolio's performance.

At times, the portfolio may engage in short-term trading, which could produce
higher brokerage costs.

The portfolio can buy securities with borrowed money (a form of leverage), which
could have the effect of magnifying the portfolio's gains or losses.

What the portfolio is -- and isn't

The portfolio is a mutual fund: a pooled investment that is professionally
managed and gives shareholders the opportunity to participate in financial
markets. It strives to reach its stated goal, although as with all mutual funds,
it cannot offer guaranteed results.

An investment in the portfolio is not a bank deposit. It is not insured or
guaranteed by the FDIC or any other government agency. It is not a complete
investment program. Shareholders could lose money in the portfolio, but
shareholders also have the potential to make money.

[Page 7}                                              Emerging Leaders Portfolio



EMERGING LEADERS PORTFOLIO (CONTINUED)

PAST PERFORMANCE

Since the portfolio has less than one calendar year of performance, annual total
return  information  for  the  portfolio  is not included in this section of the
prospectus.

EXPENSES

Investors  using  this  portfolio to fund a VA contract or a VLI policy will pay
certain  fees and expenses in connection with the portfolio, which are described
in  the  table  below.  Annual  portfolio  operating  expenses  are  paid out of
portfolio  assets,  so  their effect is included in the portfolio's share price.
These  figures  do  not  reflect  any  fees  or charges imposed by participating
insurance  companies  under  their  VA  contracts or VLI policies. Owners of  VA
contracts  or  VLI  policies  should  refer  to the applicable insurance company
prospectus for information on those fees or charges.
- --------------------------------------------------------------------------------

Fee table

ANNUAL PORTFOLIO OPERATING EXPENSES

% OF AVERAGE DAILY NET ASSETS

Management fees                                                         0.90%

Other expenses                                                          0.25%
- --------------------------------------------------------------------------------

TOTAL                                                                   1.15%
- --------------------------------------------------------------------------------

Expense example

1 Year                3 Years
- --------------------------------------------------------------------------------

$117                  $365

This example shows what an investor could pay in expenses over time. It uses the
same  hypothetical  conditions  other  funds  use in their prospectuses: $10,000
initial  investment,  5%  total return each year and no changes in expenses. The
figures  shown  would be the same whether investors sold their shares at the end
of  a period or kept them. Because actual return and expenses will be different,
the example is for comparison only.

Concepts to understand

MANAGEMENT FEE: the fee paid to the investment adviser for managing the
portfolio and assisting in all aspects of the portfolio's operations.

OTHER EXPENSES: estimated fees to be paid by the portfolio for the current
fiscal year for miscellaneous items such as transfer agency, custody,
professional and registration fees.



[Page 8}



                                                     Emerging Markets Portfolio

GOAL/APPROACH

The portfolio seeks long-term capital growth. To pursue this goal, the portfolio
invests  primarily  in  the stocks of companies organized, or with a majority of
its  assets  or  business, in emerging market countries. Normally, the portfolio
will not invest more than 25% of its total assets in the securities of companies
in  any  one  emerging market country. The portfolio may invest up to 35% of its
net  assets in the high yield debt securities of such companies as Dreyfus deems
appropriate in light of market conditions.

In  choosing stocks, the portfolio emphasizes growth-oriented stocks and employs
a   top-down   country   allocation  approach  which  involves  identifying  and
forecasting:  key  trends  in  global economic variables, such as gross domestic
product,  inflation and interest rates; investment themes, such as the impact of
new technologies and the globalization of industries and brands; relative values
of  equity  securities,  bonds  and  cash;  and  long-term  trends  in  currency
movements.

Within  countries  and  sectors  determined  to  be  relatively  attractive, the
portfolio  seeks  what  the portfolio manager believes to be attractively priced
companies  that  possess a sustainable competitive advantage in their country or
sector.  The  portfolio typically will sell a security when themes or strategies
change,  or  when  the portfolio manager determines that the company's prospects
have   changed   or   that   its   stock   is   fully  valued  by  the  market.

Concepts to understand

EMERGING MARKET COUNTRIES: consist of all countries represented by the Morgan
Stanley Capital International (MSCI) Emerging Markets (Free) Index, which
currently includes Argentina, Brazil, Chile, China, Colombia, the Czech
Republic, Egypt, Greece, Hungary, India, Indonesia, Israel, Jordan, Korea,
Mexico, Morocco, Pakistan, Peru, Philippines, Poland, Russia, Sri Lanka, South
Africa, Taiwan, Thailand, Turkey and Venezuela, or any other country Dreyfus
believes has an emerging economy or market.

GROWTH COMPANIES: companies of any capitalization whose earnings are expected to
grow faster than the overall market. Often, growth stocks have relatively high
price-to-earnings and price-to-book ratios, and tend to be more volatile than
value stocks.


[Page 9}


EMERGING MARKETS PORTFOLIO (CONTINUED)

MAIN RISKS

The  stock  markets  of emerging market countries can be extremely volatile. The
value  of  a  shareholder' s  investment  in  the portfolio will go up and down,
sometimes dramatically, which means that shareholders could lose money rapidly.

The portfolio's performance will be influenced by political, social and economic
factors  affecting  investments in companies in emerging market countries. These
countries  generally  have economic structures that are less diverse and mature,
and  political  systems that are less stable, than those of developed countries.
Emerging markets may be more volatile than the markets of more mature economies,
and the securities of companies located in emerging markets are often subject to
rapid  and  large  changes  in price. Special risks include exposure to currency
fluctuations,  less  liquidity,  less  developed or efficient trading markets, a
lack  of comprehensive company information, political instability, and differing
auditing and legal standards. Such risks could result in more volatility for the
portfolio.

Because  the  stock  prices  of  growth  companies  are  based in part on future
expectations,  these  stocks may fall sharply if investors believe the prospects
for  a  stock,  industry or the economy in general are weak. In addition, growth
stocks  typically  lack  the  dividend  yield that could cushion stock prices in
market downturns.

The  fund  may invest in companies of any size. Investments in smaller companies
carry additional risks because their earnings tend to be less predictable, their
share  prices  more  volatile and their securities less liquid than larger, more
established companies.

High  yield  ("junk" ) bonds involve greater credit risk, including the risk of
default, than investment grade bonds. They tend to be more volatile in price and
less liquid and are considered speculative.

The  portfolio  is  non-diversified  and  may invest a greater percentage of its
assets  in  a  particular  company  compared  with other funds. Accordingly, the
portfolio  may  be  more  sensitive  to  changes in the market value of a single
company or industry.

Under  adverse  market conditions, the portfolio could invest some or all of its
assets  in  money  market  securities.  Although the portfolio would do this  to
avoid losses, it could reduce the benefit from any upswing in the market. During
such periods, the portfolio may not achieve its investment objective.

Other potential risks

The portfolio, at times, may invest in derivative securities, such as options
and futures, and in foreign currencies. The portfolio may also sell short, which
involves selling a security it does not own in anticipation of a decline in the
market price of the security. These practices, when employed, are used primarily
to hedge its portfolio but also to increase returns; however, such practices
sometimes may reduce returns or increase volatility. In addition, derivatives
can be illiquid and highly sensitive to changes in their underlying instrument.
A small investment in certain derivatives could have a potentially large impact
on the portfolio's performance.

At times, the portfolio may engage in short-term trading, which could produce
higher brokerage costs.

The portfolio can buy securities with borrowed money (a form of leverage), which
could have the effect of magnifying the portfolio's gains or losses.

What the portfolio is -- and isn't

The portfolio is a mutual fund: a pooled investment that is professionally
managed and gives shareholders the opportunity to participate in financial
markets. It strives to reach its stated goal, although as with all mutual funds,
it cannot offer guaranteed results.

An investment in the portfolio is not a bank deposit. It is not insured or
guaranteed by the FDIC or any other government agency. It is not a complete
investment program. Shareholders could lose money in the portfolio, but
shareholders also have the potential to make money.

[Page 10}


PAST PERFORMANCE

Since the portfolio has less than one calendar year of performance, annual total
return  information  for  the  portfolio  is not included in this section of the
prospectus.

EXPENSES

Investors  using  this  portfolio to fund a VA contract or a VLI policy will pay
certain  fees and expenses in connection with the portfolio, which are described
in  the  table  below.  Annual  portfolio  operating  expenses  are  paid out of
portfolio  assets,  so  their effect is included in the portfolio's share price.
These  figures  do  not  reflect  any  fees  or charges imposed by participating
insurance  companies  under  their  VA  contracts or VLI policies. Owners of  VA
contracts  or  VLI  policies  should  refer  to the applicable insurance company
prospectus for information on those fees or charges.
- --------------------------------------------------------------------------------

Fee table

ANNUAL PORTFOLIO OPERATING EXPENSES

% OF AVERAGE DAILY NET ASSETS

Management fees                                                         1.25%

Other expenses                                                          0.25%
- --------------------------------------------------------------------------------

TOTAL                                                                   1.50%
- --------------------------------------------------------------------------------

Expense example

1 Year                3 Years
- --------------------------------------------------------------------------------

$153                  $474

This example shows what an investor could pay in expenses over time. It uses the
same  hypothetical  conditions  other  funds  use in their prospectuses: $10,000
initial  investment,  5%  total return each year and no changes in expenses. The
figures  shown  would be the same whether investors sold their shares at the end
of a period or kept them. Because actual returns and expenses will be different,
the example is for comparison only.

Concepts to understand

MANAGEMENT FEE: the fee paid to the investment adviser for managing the
portfolio and assisting in all aspects of the portfolio's operations.

OTHER EXPENSES: estimated fees to be paid by the portfolio for the current
fiscal year for miscellaneous items such as transfer agency, custody,
professional and registration fees.

[Page 11}                                             Emerging Markets Portfolio






                                                      European Equity Portfolio

GOAL/APPROACH

The portfolio seeks long-term capital growth. To pursue this goal, the portfolio
generally invests at least 80% of its total assets in stocks included within the
universe  of  the 300 largest European companies. The portfolio may invest up to
10% of its total assets in the stocks of non-European companies. The portfolio's
stock  investments  may  include common stocks, preferred stocks and convertible
securities.

In  choosing  stocks, the portfolio manager identifies and forecasts: key trends
in  economic  variables,  such as gross domestic product, inflation and interest
rates;  investment  themes,  such  as  the  impact  of  new technologies and the
globalization  of  industries  and brands; relative values of equity securities,
bonds and cash; and long-term trends in currency movements.

Within markets and sectors determined to be relatively attractive, the portfolio
manager seeks what are believed to be attractively priced companies that possess
a  sustainable  competitive  advantage  in their market or sector. The portfolio
manager  generally sells securities when themes or strategies change or when the
portfolio  manager  determines that the company's prospects have changed or that
its stock is fully valued by the market.

Concepts to understand

EUROPEAN COMPANY: a company organized under the laws of a European country or
for which the principal securities trading market is in Europe; or a company,
wherever organized, with a majority of its assets or business in Europe.

PREFERRED STOCK: stock that pays dividends at a specified rate and has
preference over common stock in the payment of dividends and the liquidation of
assets. Preferred stock ordinarily does not carry voting rights.

CONVERTIBLE SECURITIES: corporate securities, usually preferred stock or bonds,
that are exchangeable for a set amount of another form of security, usually
common stock, at a prestated price.


[Page 12}

MAIN RISKS

While  stocks  have  historically  been a choice of long-term investors, they do
fluctuate  in  price.  The  value of a shareholder's investment in the portfolio
will go up and down, which means that shareholders could lose money.

The portfolio's performance will be influenced by political, social and economic
factors  affecting  companies  in  European  countries and throughout the world.
These  risks include changes in currency exchange rates, a lack of comprehensive
company   information,  political  instability,  less  liquidity  and  differing
auditing and legal standards.

The  portfolio expects to invest primarily in the stocks of companies located in
developed European countries. However, the portfolio may invest in the stocks of
companies  located  in  certain  European  countries  which are considered to be
emerging  markets.  These  countries generally have economic structures that are
less  diverse and mature, and political systems that are less stable, than those
of  developed  countries. Emerging markets may be more volatile than the markets
of  more  mature  economies, and the securities of companies located in emerging
markets  are  often  subject to rapid and large changes in price; however, these
markets may provide higher rates of return to investors.

Under  adverse  market conditions, the portfolio could invest some or all of its
assets in money market securities. Although the portfolio would do this to avoid
losses,  it could reduce the benefit from any upswing in the market. During such
periods, the portfolio may not achieve its investment objective.

What the portfolio is -- and isn't

The portfolio is a mutual fund: a pooled investment that is professionally
managed and gives shareholders the opportunity to participate in financial
markets. It strives to reach its stated goal, although as with all mutual funds,
it cannot offer guaranteed results.

An investment in the portfolio is not a bank deposit. It is not insured or
guaranteed by the FDIC or any other government agency. It is not a complete
investment program. Shareholders could lose money in the portfolio, but
shareholders also have the potential to make money.

Other potential risks

The portfolio, at times, may invest in derivative securities, such as options
and futures, and in foreign currencies. The portfolio may also sell short, which
involves selling a security it does not own in anticipation of a decline in the
market price of the security. These practices, when employed, are used primarily
to hedge its portfolio but also may be used to increase returns; however, such
practices sometimes may reduce returns or increase volatility. In addition,
derivatives can be illiquid and highly sensitive to changes in their underlying
instrument. A small investment in certain derivatives could have a potentially
large impact on the portfolio's performance.

[Page 13}                                              European Equity Portfolio



EUROPEAN EQUITY PORTFOLIO (CONTINUED)

PAST PERFORMANCE

Since the portfolio has less than one calendar year of performance, annual total
return  information  for  the  portfolio  is not included in this section of the
prospectus.

EXPENSES

Investors  using  this  portfolio to fund a VA contract or a VLI policy will pay
certain  fees and expenses in connection with the portfolio, which are described
in  the  table  below.  Annual  portfolio  operating  expenses  are  paid out of
portfolio  assets,  so  their effect is included in the portfolio's share price.
These  figures  do  not  reflect  any  fees  or charges imposed by participating
insurance  companies  under  their  VA  contracts  or VLI policies. Owners of VA
contracts  or  VLI  policies  should  refer  to the applicable insurance company
prospectus for information on those fees or charges.
- --------------------------------------------------------------------------------

Fee table

ANNUAL PORTFOLIO OPERATING EXPENSES

% OF AVERAGE DAILY NET ASSETS

Management fees                                                         1.00%

Other expenses                                                          4.03%
- --------------------------------------------------------------------------------

TOTAL ANNUAL PORTFOLIO OPERATING EXPENSES                               5.03%

Fee waiver and/or expense reimbursement                                (3.53%)
- --------------------------------------------------------------------------------

NET OPERATING EXPENSES*                                                 1.50%

*THE  DREYFUS CORPORATION HAS AGREED, UNTIL DECEMBER 31, 2000, TO WAIVE RECEIPT
OF  ITS  FEES  AND/OR  ASSUME  THE  EXPENSES  OF  THE PORTFOLIO SO THAT EXPENSES
(EXCLUDING   TAXES,  BROKERAGE  COMMISSIONS,  EXTRAORDINARY  EXPENSES,  INTEREST
EXPENSES AND COMMITMENT FEES ON BORROWINGS) DO NOT EXCEED 1.50%.
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>

Expense example

1 Year                               3 Years                              5 Years                              10 Years
- ------------------------------------------------------------------------------------------------------------------------------------

<S>                                  <C>                                  <C>                                  <C>
$153                                 $1,194                               $2,234                               $4,832
</TABLE>

This example  shows what an investor  could pay in expenses  over time. It uses
the same hypothetical conditions other funds use in their prospectuses:  $10,000
initial  investment,  5% total return each year and no changes in expenses.  The
figures shown would be the same whether  investors  sold their shares at the end
of a period or kept them. Because actual returns and expenses will be different,
the  example  is for  comparison  only.  The  one-year  number  is  based on net
operating expenses.  The longer-term numbers are based on total annual portfolio
operating expenses.

Concepts to understand

MANAGEMENT FEE: the fee paid to the investment adviser for managing the
portfolio and assisting in all aspects of the portfolio's operations.

OTHER EXPENSES: fees paid by the portfolio for miscellaneous items such as
transfer agency, custody, professional and registration fees.


[Page 14}




                                                   Founders Discovery Portfolio

GOAL/APPROACH

The  portfolio  seeks  capital  appreciation. To pursue this goal, the portfolio
invests  primarily in equity securities of small, U.S.-based companies which are
characterized as "growth" companies. These companies typically are not listed on
a  national  securities  exchange, but trade on the over-the-counter market. The
portfolio  may  purchase  securities of companies in initial public offerings or
shortly thereafter.

The  portfolio  manager  seeks  investment  opportunities  for  the portfolio in
companies  with  fundamental strengths that indicate the potential for growth in
earnings  per share. The portfolio manager focuses on individual stock selection
(a  "bottom-up"  approach)  rather  than  on  forecasting stock market trends (a
"top-down" approach).

The  portfolio  may  invest  up  to 30% of its assets in foreign securities. The
portfolio  may  invest  in securities of larger issuers if the portfolio manager
believes   these   securities   offer   attractive   opportunities  for  capital
appreciation.  The portfolio also may invest in investment grade debt securities
of  domestic  or foreign issuers that the portfolio manager believes -- based on
market  conditions,  the  financial  condition  of  the issuer, general economic
conditions,  and  other  relevant  factors  --  offer  opportunities for capital
appreciation.

Concepts to understand

GROWTH COMPANIES: companies whose earnings are expected to grow faster than the
overall market. Often, growth stocks have relatively high price-to-earnings and
price-to-book ratios, and tend to be more volatile than value stocks.

SMALL COMPANIES: generally, those companies with market capitalizations of less
than $2.2 billion. This range may fluctuate depending on changes in the value of
the stock market as a whole. Small companies tend to grow faster than large-cap
companies, but frequently are more volatile, are more vulnerable to major
setbacks, and have a higher failure rate than large companies.

EQUITY SECURITIES: common stocks, preferred stocks and convertible securities.
The portfolio will invest in preferred stocks and convertible securities rated
at the time of purchase at least B by a credit rating agency or the unrated
equivalent as determined by the portfolio's sub-adviser.


[Page 15}


FOUNDERS DISCOVERY PORTFOLIO (CONTINUED)

MAIN RISKS

While  stocks  have  historically  been a leading choice of long-term investors,
they  do  fluctuate  in  price.  The  value of a shareholder's investment in the
portfolio  will  go  up  and  down,  sometimes  dramatically,  which  means that
shareholders could lose money.

Small companies carry additional risks because their operating histories tend to
be  more  limited,  their  earnings  less  predictable,  their share prices more
volatile  and  their  securities  less  liquid  than  larger,  more  established
companies.  The  prices  of  securities purchased in initial public offerings or
shortly  thereafter  may  be  very volatile. Some of the portfolio's investments
will rise and fall based on investor perceptions rather than economics.

Because  the  portfolio  may allocate relatively more assets to certain industry
sectors  than others, the portfolio's performance may be more susceptible to any
developments which affect those sectors emphasized by the portfolio.

Growth  companies  are expected to increase their earnings at a certain rate. If
these  expectations  are  not met, investors can punish the stocks inordinately,
even  if  earnings  do  increase.  In addition, growth stocks typically lack the
dividend yield that can cushion stock prices in market downturns.

Any  foreign securities purchased by the portfolio are subject to special risks,
such  as  exposure to currency fluctuations, changing political climate, lack of
comprehensive company information and potentially less liquidity.

Under  adverse  market conditions, the portfolio could invest some or all of its
assets in money market securities. Although the portfolio would do this to avoid
losses,  it could reduce the benefit from any upswing in the market. During such
periods, the portfolio may not achieve its investment objective.

What the portfolio is -- and isn't

The portfolio is a mutual fund: a pooled investment that is professionally
managed and gives shareholders the opportunity to participate in financial
markets. It strives to reach its stated goal, although as with all mutual funds,
it cannot offer guaranteed results.

An investment in the portfolio is not a bank deposit. It is not insured or
guaranteed by the FDIC or any other government agency. It is not a complete
investment program. Shareholders could lose money in the portfolio, but
shareholders also have the potential to make money.

Other potential risks

The portfolio, at times, may invest in derivative securities, such as options
and futures, and in foreign currencies. These practices, when employed, are used
to hedge its portfolio; however, such practices sometimes may reduce returns or
increase volatility. In addition, derivatives can be illiquid and highly
sensitive to changes in their underlying instrument. A small investment in
certain derivatives could have a potentially large impact on the portfolio's
performance.

At times, the portfolio may engage in short-term trading, which could produce
higher brokerage costs.

[Page 16}


PAST PERFORMANCE

Since the portfolio has less than one calendar year of performance, annual total
return  information  for  the  portfolio  is not included in this section of the
prospectus.

EXPENSES

Investors  using  this  portfolio to fund a VA contract or a VLI policy will pay
certain  fees and expenses in connection with the portfolio, which are described
in  the  table  below.  Annual  portfolio  operating  expenses  are  paid out of
portfolio  assets,  so  their effect is included in the portfolio's share price.
These  figures  do  not  reflect  any  fees  or charges imposed by participating
insurance  companies  under  their  VA  contracts  or VLI policies. Owners of VA
contracts  or  VLI  policies  should  refer  to the applicable insurance company
prospectus for information on those fees or charges.
- --------------------------------------------------------------------------------

Fee table

ANNUAL PORTFOLIO OPERATING EXPENSES

% OF AVERAGE DAILY NET ASSETS

Management fees                                                         0.90%

Other expenses                                                          0.25%
- --------------------------------------------------------------------------------

TOTAL                                                                   1.15%
- --------------------------------------------------------------------------------

Expense example

1 Year                3 Years
- --------------------------------------------------------------------------------

$117                  $365

This example shows what an investor could pay in expenses over time. It uses the
same  hypothetical  conditions  other  funds  use in their prospectuses: $10,000
initial  investment,  5%  total return each year and no changes in expenses. The
figures  shown  would be the same whether investors sold their shares at the end
of a period or kept them. Because actual returns and expenses will be different,
the example is for comparison only.

Concepts to understand

MANAGEMENT FEE: the fee paid to the investment adviser for managing the
portfolio and assisting in all aspects of the portfolio's operations.

OTHER EXPENSES: estimated fees to be paid by the portfolio for the current
fiscal year for miscellaneous items such as transfer agency, custody,
professional and registration fees.

[Page 17}                                           Founders Discovery Portfolio






                                                      Founders Growth Portfolio

GOAL/APPROACH

The  portfolio  seeks  long-term  growth  of  capital.  To pursue this goal, the
portfolio  invests  primarily  in  equity  securities  of well-established, high
quality  "growth"  companies.  These  companies  tend to have strong performance
records,  solid  market  positions  and  reasonable financial strength, and have
continuous    operating    records    of    three    years    or    more.

The  portfolio will seek investment opportunities, generally, in companies which
the  portfolio  managers  believe  have  fundamental strengths that indicate the
potential  for  growth  in  earnings  per share. The portfolio managers focus on
individual  stock  selection (a "bottom-up" approach) rather than on forecasting
stock market trends (a "top-down" approach).

The  portfolio  may invest up to 30% of its assets in foreign securities, and up
to  25%  of its assets in any one foreign country. The portfolio also may invest
in  investment  grade  debt  securities  of domestic or foreign issuers that the
portfolio  managers  believe  --  based  on  market  conditions,  the  financial
condition of the issuer, general economic conditions, and other relevant factors
- -- offer opportunities for capital growth.

Concepts to understand

GROWTH COMPANIES: companies whose earnings are expected to grow faster than the
overall market. Often, growth stocks have relatively high price-to-earnings and
price-to-book ratios, and tend to be more volatile than value stocks.

EQUITY SECURITIES: common stocks, preferred stocks and convertible securities.
The portfolio will invest in preferred stocks and convertible securities that
are rated at the time of purchase at least B by a credit rating agency or the
unrated equivalent as determined by the portfolio's sub-adviser.

[Page 18}


MAIN RISKS

While  stocks  have  historically  been a leading choice of long-term investors,
they  do  fluctuate  in  price.  The  value of a shareholder's investment in the
portfolio will go up and down, which means that shareholders could lose money.

While  the  portfolio' s investments in stocks of well-established companies may
limit  the  overall  downside risk of the portfolio over time, the portfolio may
produce  more  modest  gains  than  riskier  stock funds as a trade-off for this
potentially lower risk.

Because  the  portfolio  may allocate relatively more assets to certain industry
sectors  than others, the portfolio's performance may be more susceptible to any
developments which affect those sectors emphasized by the portfolio.

Growth  companies  are expected to increase their earnings at a certain rate. If
these  expectations  are  not met, investors can punish the stocks inordinately,
even  if  earnings  do  increase.  In addition, growth stocks typically lack the
dividend yield that can cushion stock prices in market downturns.

Any foreign securities purchased by the portfolio include special risks, such as
exposure   to   currency  fluctuations,  changing  political  climate,  lack  of
comprehensive company information and potentially less liquidity.

Under  adverse  market conditions, the portfolio could invest some or all of its
assets in money market securities. Although the portfolio would do this to avoid
losses,  it could reduce the benefit from any upswing in the market. During such
periods, the portfolio may not achieve its investment objective.

What the portfolio is -- and isn't

The portfolio is a mutual fund: a pooled investment that is professionally
managed and gives shareholders the opportunity to participate in financial
markets. It strives to reach its stated goal, although as with all mutual funds,
it cannot offer guaranteed results.

An investment in the portfolio is not a bank deposit. It is not insured or
guaranteed by the FDIC or any other government agency. It is not a complete
investment program. Shareholders could lose money in the portfolio, but
shareholders also have the potential to make money.

Other potential risks

At times, the portfolio may engage in short-term trading, which could produce
higher brokerage costs.

[Page 19}                                              Founders Growth Portfolio



FOUNDERS GROWTH PORTFOLIO (CONTINUED)

PAST PERFORMANCE

The  bar  chart  and  table  below  show  some  of the risks of investing in the
portfolio.  The  bar  chart shows the portfolio's performance for its first full
calendar  year  of operations. The table compares the portfolio's average annual
total  returns to those of the Standard & Poor's 500/BARRA Growth Index (S&P 500
BARRA Growth), which has been selected as the portfolio's primary index based on
the  portfolio' s  and the index's growth orientation, and the Standard & Poor's
500  Composite  Stock  Price  Index  (S&P 500 Composite), the portfolio's former
primary index, each a broad measure of stock performance. Performance for the S&
P 500 Composite will not be shown in the future. All performance figures reflect
the  reinvestment of dividends and distributions. Of course, past performance is
no guarantee of future results.
- --------------------------------------------------------------------------------

Year-by-year total return AS OF 12/31 EACH YEAR (%)

                                                               39.01
90     91     92     93     94     95     96     97     98     99

BEST QUARTER:                    Q4 '99                       +30.13%

WORST QUARTER:                   Q3 '99                        -4.29%
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>

Average annual total return AS OF 12/31/99

                                                                                                                  Since
                                                                                                                inception

                                                                  1 Year                                        (9/30/98)
- ------------------------------------------------------------------------------------------------------------------------------------

PORTFOLIO                                                         39.01%                                          57.77%

<S>                                                               <C>                                             <C>
S&P 500 BARRA GROWTH                                              28.25%                                          45.19%

S&P 500 COMPOSITE                                                 21.03%                                          35.94%
</TABLE>


Additional costs

Performance information reflects the portfolio's expenses only and does not
reflect the fees and charges imposed by participating insurance companies under
their VA contracts or VLI policies. Because these fees and charges will reduce
total return, VA contract holders and VLI policyholders should consider them
when evaluating and comparing the portfolio's performance. VA contract holders
and VLI policyholders should consult the prospectus for their contract or policy
for more information.



EXPENSES

Investors  using  this  portfolio to fund a VA contract or a VLI policy will pay
certain  fees and expenses in connection with the portfolio, which are described
in  the  table  below.  Annual  portfolio  operating  expenses  are  paid out of
portfolio assets, so their effect is included in the portfolio's share price. As
with  the performance information given previously, these figures do not reflect
any  fees or charges imposed by participating insurance companies under their VA
contracts or VLI policies.
- --------------------------------------------------------------------------------

Fee table

ANNUAL PORTFOLIO OPERATING EXPENSES

% OF AVERAGE DAILY NET ASSETS

Management fees                                                         0.75%

Other expenses                                                          1.58%
- --------------------------------------------------------------------------------

TOTAL ANNUAL PORTFOLIO OPERATING EXPENSES                               2.33%

Fee waiver and/or expense reimbursement                                (1.33%)
- --------------------------------------------------------------------------------

NET OPERATING EXPENSES*                                                 1.00%

*THE  DREYFUS  CORPORATION HAS AGREED, UNTIL DECEMBER 31, 2000, TO WAIVE RECEIPT
OF  ITS  FEES  AND/OR  ASSUME  THE  EXPENSES  OF  THE PORTFOLIO SO THAT EXPENSES
(EXCLUDING   TAXES,  BROKERAGE  COMMISSIONS,  EXTRAORDINARY  EXPENSES,  INTEREST
EXPENSES AND COMMITMENT FEES ON BORROWINGS) DO NOT EXCEED 1.00%.
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>

Expense example

1 Year                               3 Years                              5 Years                              10 Years
- ------------------------------------------------------------------------------------------------------------------------------------

<S>                                  <C>                                  <C>                                  <C>
$102                                 $600                                 $1,124                               $2,563
</TABLE>

This example shows what an investor could pay in expenses over time. It uses the
same  hypothetical  conditions  other  funds  use in their prospectuses: $10,000
initial  investment,  5%  total return each year and no changes in expenses. The
figures  shown  would be the same whether investors sold their shares at the end
of a period or kept them. Because actual returns and expenses will be different,
the  example  is  for  comparison  only.  The  one-year  number  is based on net
operating  expenses. The longer-term numbers are based on total annual portfolio
operating expenses.


Concepts to understand

MANAGEMENT FEE: the fee paid to the investment adviser for managing the
portfolio and assisting in all aspects of the portfolio's operations.

OTHER EXPENSES: fees paid by the portfolio for miscellaneous items such as
transfer agency, custody, professional and registration fees.


[Page 20]





                                        Founders International Equity Portfolio

GOAL/APPROACH

The  portfolio  seeks  long-term  growth  of  capital.  To pursue this goal, the
portfolio  invests  primarily  in equity securities of foreign issuers which are
characterized  as  "growth"  companies. The portfolio may purchase securities of
companies in initial public offerings or shortly thereafter.

The  portfolio will seek investment opportunities, generally, in companies which
the  portfolio  manager  believes  have  fundamental strengths that indicate the
potential  for  growth  in  earnings per share. The portfolio manager focuses on
individual  stock  selection (a "bottom-up" approach) rather than on forecasting
stock market trends (a "top-down" approach).

The  portfolio  will  invest  primarily  in  foreign issuers from at least three
foreign  countries  with  established or emerging economies, but will not invest
more than 50% of its assets in issuers in any one foreign country. The portfolio
also  may invest in investment grade debt securities of foreign issuers that the
portfolio  manager  believes  --  based  on  market  conditions,  the  financial
condition of the issuer, general economic conditions, and other relevant factors
- -- offer opportunities for capital growth.

Concepts to understand

GROWTH COMPANIES: companies whose earnings are expected to grow faster than the
overall market. Often, growth stocks have relatively high price-to-earnings and
price-to-book ratios, and tend to be more volatile than value stocks.

EQUITY SECURITIES: common stocks, preferred stocks and convertible securities.
The portfolio will invest in preferred stocks and convertible securities that
are rated at the time of purchase at least B by a credit rating agency or the
unrated equivalent as determined by the portfolio's sub-adviser.


[Page 21]


FOUNDERS INTERNATIONAL EQUITY PORTFOLIO (CONTINUED)

MAIN RISKS

The portfolio's performance will be influenced by political, social and economic
factors  affecting  companies  in  foreign  countries.  Like  the stocks of U.S.
companies,  the securities of foreign issuers fluctuate in price, often based on
factors   unrelated  to  the  issuers'  value,  and  such  fluctuations  can  be
pronounced.  The  prices  of securities purchased in initial public offerings or
shortly  thereafter  may  be  very volatile. Unlike investing in U.S. companies,
foreign   securities   include  special  risks  such  as  exposure  to  currency
fluctuations,   a   lack   of   comprehensive   company  information,  political
instability,  and  differing  auditing  and  legal  standards.  The  value  of a
shareholder' s investment in the portfolio will go up and down, which means that
shareholders could lose money.

Because  the  portfolio  may allocate relatively more assets to certain industry
sectors  than others, the portfolio's performance may be more susceptible to any
developments which affect those sectors emphasized by the portfolio.

Growth  companies  are expected to increase their earnings at a certain rate. If
these  expectations  are  not met, investors can punish the stocks inordinately,
even  if  earnings  do  increase.  In addition, growth stocks typically lack the
dividend yield that can cushion stock prices in market downturns.

The  portfolio  may  invest  in  the  stocks  of  companies located in developed
countries  and  in  emerging  markets.  Emerging market countries generally have
economic structures that are less diverse and mature, and political systems that
are less stable, than those of developed countries. Emerging markets may be more
volatile  than  the  markets  of  more  mature  economies, and the securities of
companies  located  in  emerging  markets  are  often subject to rapid and large
changes in price; however, these markets also may provide higher long-term rates
of return.

Under  adverse  market conditions, the portfolio could invest some or all of its
assets in money market securities. Although the portfolio would do this to avoid
losses,  it could reduce the benefit from any upswing in the market. During such
periods, the portfolio may not achieve its investment objective.

What the portfolio is -- and isn't

The portfolio is a mutual fund: a pooled investment that is professionally
managed and gives shareholders the opportunity to participate in financial
markets. It strives to reach its stated goal, although as with all mutual funds,
it cannot offer guaranteed results.

An investment in the portfolio is not a bank deposit. It is not insured or
guaranteed by the FDIC or any other government agency. It is not a complete
investment program. Shareholders could lose money in the portfolio, but
shareholders also have the potential to make money.

Other potential risks

At times, the portfolio may engage in short-term trading, which could produce
higher brokerage costs.

[Page 22]


PAST PERFORMANCE

The  bar  chart  and  table  below  show  some  of the risks of investing in the
portfolio.  The  bar  chart shows the portfolio's performance for its first full
calendar  year  of operations. The table compares the portfolio's average annual
total  returns  to  those of the Morgan Stanley Capital International World (ex.
US)  Index  (MSCI  World (ex. US) Index), a broad measure of international stock
performance.  All  performance figures reflect the reinvestment of dividends and
distributions. Of course, past performance is no guarantee of future results.
- --------------------------------------------------------------------------------

Year-by-year total return AS OF 12/31 EACH YEAR (%)

                                                             60.69
90     91    92     93     94    95     96     97     98     99

BEST QUARTER:                    Q4 '99                       +40.36%

WORST QUARTER:                   Q1 '99                        +2.44%
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>

Average annual total return AS OF 12/31/99

                                                                                                                  Since
                                                                                                                inception

                                                                  1 Year                                        (9/30/98)
- ------------------------------------------------------------------------------------------------------------------------------------

<S>                                                               <C>                                             <C>
PORTFOLIO                                                         60.69%                                          63.30%

MSCI WORLD
(EX. US) INDEX                                                    27.93%                                          41.33%

</TABLE>

Additional costs

Performance information reflects the portfolio's expenses only and does not
reflect the fees and charges imposed by participating insurance companies under
their VA contracts or VLI policies. Because these fees and charges will reduce
total return, VA contract holders and VLI policyholders should consider them
when evaluating and comparing the portfolio's performance. VA contract holders
and VLI policyholders should consult the prospectus for their contract or policy
for more information.


EXPENSES

Investors  using  this  portfolio to fund a VA contract or a VLI policy will pay
certain  fees and expenses in connection with the portfolio, which are described
in  the  table  below.  Annual  portfolio  operating  expenses  are  paid out of
portfolio assets, so their effect is included in the portfolio's share price. As
with  the performance information given previously, these figures do not reflect
any  fees or charges imposed by participating insurance companies under their VA
contracts or VLI policies.
- --------------------------------------------------------------------------------

Fee table

ANNUAL PORTFOLIO OPERATING EXPENSES

% OF AVERAGE DAILY NET ASSETS

Management fees                                                         1.00%

Other expenses                                                          2.77%
- --------------------------------------------------------------------------------

TOTAL ANNUAL PORTFOLIO OPERATING EXPENSES                               3.77%

Fee waiver and/or expense reimbursement                               (2.27%)
- --------------------------------------------------------------------------------

NET OPERATING EXPENSES*                                                 1.50%

*THE  DREYFUS  CORPORATION HAS AGREED, UNTIL DECEMBER 31, 2000, TO WAIVE RECEIPT
OF  ITS  FEES  AND/OR  ASSUME  THE  EXPENSES  OF  THE PORTFOLIO SO THAT EXPENSES
(EXCLUDING   TAXES,  BROKERAGE  COMMISSIONS,  EXTRAORDINARY  EXPENSES,  INTEREST
EXPENSES AND COMMITMENT FEES ON BORROWINGS) DO NOT EXCEED 1.50%.
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>

Expense example

1 Year                               3 Years                              5 Years                              10 Years
- ------------------------------------------------------------------------------------------------------------------------------------

<S>                                  <C>                                  <C>                                  <C>
$153                                 $943                                 $1,752                               $3,865
</TABLE>

This example shows what an investor could pay in expenses over time. It uses the
same  hypothetical  conditions  other  funds  use in their prospectuses: $10,000
initial  investment,  5%  total return each year and no changes in expenses. The
figures  shown  would be the same whether investors sold their shares at the end
of a period or kept them. Because actual returns and expenses will be different,
the  example  is  for  comparison  only.  The  one-year  number  is based on net
operating  expenses. The longer-term numbers are based on total annual portfolio
operating expenses.


Concepts to understand

MANAGEMENT FEE: the fee paid to the investment adviser for managing the
portfolio and assisting in all aspects of the portfolio's operations.

OTHER EXPENSES: fees paid by the portfolio for miscellaneous items such as
transfer agency, custody, professional and registration fees.

[Page 23]                                Founders International Equity Portfolio







                                                    Founders Passport Portfolio

GOAL/APPROACH

The  portfolio  seeks  capital  appreciation. To pursue this goal, the portfolio
invests   primarily   in  equity  securities  of  foreign  issuers  with  market
capitalizations  or  annual  revenues  of  $1  billion  or  less  and  which are
characterized  as  "growth"  companies. The portfolio may purchase securities of
companies in initial public offerings or shortly thereafter.

The  portfolio seeks investment opportunities, generally, in companies which the
portfolio   manager  believes  have  fundamental  strengths  that  indicate  the
potential  for  growth  in  earnings per share. The portfolio manager focuses on
individual  stock  selection (a "bottom-up" approach) rather than on forecasting
stock market trends (a "top-down" approach).

The  portfolio  will  invest  primarily  in  foreign issuers from at least three
foreign  countries  with  established  or  emerging economies. The portfolio may
invest  in  securities  of  larger  foreign  issuers  or in U.S. issuers, if the
portfolio  manager  believes these securities offer attractive opportunities for
capital appreciation.

The portfolio also may invest in investment grade debt securities of domestic or
foreign  issuers  that  the  portfolio  manager  believes  --  based  on  market
conditions,  the financial condition of the issuer, general economic conditions,
and other relevant factors -- offer opportunities for capital appreciation.

Concepts to understand

GROWTH COMPANIES: companies whose earnings are expected to grow faster than the
overall market. Often, growth stocks have relatively high price-to-earnings and
price-to-book ratios, and tend to be more volatile than value stocks.

EQUITY SECURITIES: common stocks, preferred stocks and convertible securities.
The portfolio will invest in preferred stocks and convertible securities that
are rated at the time of purchase at least B by a credit rating agency or the
unrated equivalent as determined by the portfolio's sub-adviser.

[Page 24]


MAIN RISKS

The portfolio's performance will be influenced by political, social and economic
factors  affecting  companies  in  foreign  countries.  Like  the stocks of U.S.
companies,  the securities of foreign issuers fluctuate in price, often based on
factors   unrelated  to  the  issuers'  value,  and  such  fluctuations  can  be
pronounced.  Unlike  investing  in  U.S.  companies,  foreign securities include
special risks such as exposure to currency fluctuations, a lack of comprehensive
company  information,  political  instability,  and differing auditing and legal
standards.  The  value of a shareholder's investment in the portfolio will go up
and down, which means that shareholders could lose money.

Because  the  portfolio  may allocate relatively more assets to certain industry
sectors  than others, the portfolio's performance may be more susceptible to any
developments which affect those sectors emphasized by the portfolio.

Growth  companies  are expected to increase their earnings at a certain rate. If
these  expectations  are  not met, investors can punish the stocks inordinately,
even  if  earnings  do  increase.  In addition, growth stocks typically lack the
dividend yield that can cushion stock prices in market downturns.

The  portfolio  may  invest  in  the  stocks  of  companies located in developed
countries  and  in  emerging  markets.  Emerging market countries generally have
economic structures that are less diverse and mature, and political systems that
are less stable, than those of developed countries. Emerging markets may be more
volatile  than  the  markets  of  more  mature  economies, and the securities of
companies  located  in  emerging  markets  are  often subject to rapid and large
changes in price; however, these markets also may provide higher long-term rates
of return.

The   portfolio  invests  primarily  in  securities  issued  by  companies  with
relatively  small  market  capitalizations.  Smaller  companies  typically carry
additional risks because their earnings tend to be less predictable, their share
prices   more   volatile   and   their  securities  less  liquid  than  larger,
more-established companies. The prices of securities purchased in initial public
offerings or shortly thereafter may be very volatile.

Under  adverse  market conditions, the portfolio could invest some or all of its
assets in money market securities. Although the portfolio would do this to avoid
losses,  it could reduce the benefit from any upswing in the market. During such
periods, the portfolio may not achieve its investment objective.

What the portfolio is -- and isn't

The portfolio is a mutual fund: a pooled investment that is professionally
managed and gives shareholders the opportunity to participate in financial
markets. It strives to reach its stated goal, although as with all mutual funds,
it cannot offer guaranteed results.

An investment in the portfolio is not a bank deposit. It is not insured or
guaranteed by the FDIC or any other government agency. It is not a complete
investment program. Shareholders could lose money in the portfolio, but
shareholders also have the potential to make money.

Other potential risks

At times, the portfolio may engage in short-term trading, which could produce
higher brokerage costs.

[Page 25]                                            Founders Passport Portfolio



FOUNDERS PASSPORT PORTFOLIO (CONTINUED)

PAST PERFORMANCE

The  bar  chart  and  table  below  show  some  of the risks of investing in the
portfolio.  The  bar  chart shows the portfolio's performance for its first full
calendar  year  of operations. The table compares the portfolio's average annual
total  returns  to  those of the Morgan Stanley Capital International World (ex.
US)  Index  (MSCI  World (ex. US) Index), a broad measure of international stock
performance.  All  performance figures reflect the reinvestment of dividends and
distributions. Of course, past performance is no guarantee of future results.
- --------------------------------------------------------------------------------

Year-by-year total return AS OF 12/31 EACH YEAR (%)

                                                                76.05
90     91     92     93     94     95     96     97      98     99

BEST QUARTER:                    Q4 '99                           +53.13%

WORST QUARTER:                   Q1 '99                            +3.55%
- --------------------------------------------------------------------------------

Average annual total return AS OF 12/31/99

                                                                    Since

                                                                  inception

                                        1 Year                    (9/30/98)
- --------------------------------------------------------------------------------

PORTFOLIO                               76.05%                     76.79%

MSCI WORLD (EX. US)
INDEX                                   27.93%                     41.33%


Additional costs

Performance information reflects the portfolio's expenses only and does not
reflect the fees and charges imposed by participating insurance companies under
their VA contracts or VLI policies. Because these fees and charges will reduce
total return, VA contract holders and VLI policyholders should consider them
when evaluating and comparing the portfolio's performance. VA contract holders
and VLI policyholders should consult the prospectus for their contract or policy
for more information.


EXPENSES

Investors  using  this  portfolio to fund a VA contract or a VLI policy will pay
certain  fees and expenses in connection with the portfolio, which are described
in  the  table  below.  Annual  portfolio  operating  expenses  are  paid out of
portfolio assets, so their effect is included in the portfolio's share price. As
with  the performance information given previously, these figures do not reflect
any  fees or charges imposed by participating insurance companies under their VA
contracts or VLI policies.
- --------------------------------------------------------------------------------

Fee table

ANNUAL PORTFOLIO OPERATING EXPENSES

% OF AVERAGE DAILY NET ASSETS

Management fees                                                         1.00%

Other expenses                                                          2.64%
- --------------------------------------------------------------------------------

TOTAL ANNUAL PORTFOLIO OPERATING EXPENSES                               3.64%

Fee waiver and/or expense reimbursement                                (2.14%)
- --------------------------------------------------------------------------------

NET OPERATING EXPENSES*                                                 1.50%

*THE  DREYFUS  CORPORATION HAS AGREED, UNTIL DECEMBER 31, 2000, TO WAIVE RECEIPT
OF  ITS  FEES  AND/OR  ASSUME  THE  EXPENSES  OF  THE PORTFOLIO SO THAT EXPENSES
(EXCLUDING   TAXES,  BROKERAGE  COMMISSIONS,  EXTRAORDINARY  EXPENSES,  INTEREST
EXPENSES AND COMMITMENT FEES ON BORROWINGS) DO NOT EXCEED 1.50%.
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>

Expense example

1 Year                               3 Years                              5 Years                              10 Years
- ------------------------------------------------------------------------------------------------------------------------------------

<S>                                  <C>                                  <C>                                  <C>
$153                                 $916                                 $1,701                               $3,758
</TABLE>

This example shows what an investor could pay in expenses over time. It uses the
same  hypothetical  conditions  other  funds  use in their prospectuses: $10,000
initial  investment,  5%  total return each year and no changes in expenses. The
figures  shown  would be the same whether investors sold their shares at the end
of a period or kept them. Because actual returns and expenses will be different,
the  example  is  for  comparison  only.  The  one-year  number  is based on net
operating  expenses. The longer-term numbers are based on total annual portfolio
operating expenses.


Concepts to understand

MANAGEMENT FEE: the fee paid to the investment adviser for managing the
portfolio and assisting in all aspects of the portfolio's operations.

OTHER EXPENSES: fees paid by the portfolio for miscellaneous items such as
transfer agency, custody, professional and registration fees.



[Page 26}




                                                                Japan Portfolio

GOAL/APPROACH

The portfolio seeks long-term capital growth. To pursue this goal, the portfolio
invests  primarily  in  stocks  of  Japanese companies. Generally, the portfolio
invests  at least 60% of its assets in Japanese companies with market caps of at
least  $1.5  billion  at the time of investment. The portfolio's investments may
include common stocks, preferred stocks and convertible securities.

In  choosing  stocks, the portfolio manager identifies and forecasts: key trends
in  economic  variables,  such as gross domestic product, inflation and interest
rates;  investment  themes,  such  as  the  impact  of  new technologies and the
globalization  of  industries  and brands; relative values of equity securities,
bonds and cash; company fundamentals and long-term trends in currency movements.

Within markets and sectors determined to be relatively attractive, the portfolio
manager seeks what are believed to be attractively priced companies that possess
a  sustainable  competitive  advantage  in their market or sector. The portfolio
manager  generally sells securities when themes or strategies change or when the
portfolio manager determines that a company's prospects have changed or that its
stock is fully valued by the market.

Many of the securities in which the portfolio invests are denominated in yen. To
protect  the portfolio against potential depreciation of the yen versus the U.S.
dollar, the portfolio manager may engage in currency hedging.

Concepts to understand

JAPANESE COMPANY: a company organized under the laws of Japan or for which the
principal securities trading market is Japan; or a company, wherever organized,
with a majority of its assets or business in Japan.

CURRENCY HEDGING: the value of the yen can fluctuate significantly relative to
the U.S. dollar and potentially result in losses for investors. To help offset
such losses, the portfolio manager may employ certain techniques designed to
reduce the portfolio's foreign currency exposure. Generally, this involves
buying options, futures, or forward contracts for the foreign currency.


[Page 27}


JAPAN PORTFOLIO (CONTINUED)

MAIN RISKS

While  stocks  have  historically  been a choice of long-term investors, they do
fluctuate  in  price.  The  value of a shareholder's investment in the portfolio
will go up and down, which means that shareholders could lose money.

The portfolio's performance will be influenced by political, social and economic
factors affecting investments in Japanese companies. These risks include changes
in  currency  exchange  rates,  a  lack  of  comprehensive  company information,
political   instability,   less  liquidity  and  differing  auditing  and  legal
standards.  Each  of  those  risks  could  result  in  more  volatility  for the
portfolio.  While  investments  in  all  foreign  countries are subject to those
risks,  the  portfolio' s  concentration  in Japanese securities could cause the
portfolio' s  performance  to  be more volatile than that of more geographically
diversified funds.

Small companies carry additional risks because their operating histories tend to
be  more  limited,  their  earnings  less  predictable,  their share prices more
volatile  and  their  securities  less  liquid  than  larger,  more  established
companies.  Some  of  the  portfolio' s  investments will rise and fall based on
investor perceptions rather than economics.

Under  adverse  market conditions, the portfolio could invest some or all of its
assets in money market securities. Although the portfolio would do this to avoid
losses,  it could reduce the benefit from any upswing in the market. During such
periods, the portfolio may not achieve its investment objective.

What the portfolio is -- and isn't

The portfolio is a mutual fund: a pooled investment that is professionally
managed and gives shareholders the opportunity to participate in financial
markets. It strives to reach its stated goal, although as with all mutual funds,
it cannot offer guaranteed results.

An investment in the portfolio is not a bank deposit. It is not insured or
guaranteed by the FDIC or any other government agency. It is not a complete
investment program. Shareholders could lose money in the portfolio, but
shareholders also have the potential to make money.

Other potential risks

The portfolio, at times, may invest in derivative securities, such as options
and futures, and in foreign currencies. The portfolio may also sell short, which
involves selling a security it does not own in anticipation of a decline in the
market price of the security. When employed, these practices are used primarily
to hedge the portfolio but may also be used to increase returns; however, such
practices sometimes may reduce returns or increase volatility. In addition,
derivatives can be illiquid and highly sensitive to changes in their underlying
instrument. A small investment in certain derivatives could have a potentially
large impact on the portfolio's performance.

The portfolio can buy securities with borrowed money (a form of leverage), which
could magnify the portfolio's gains or losses.

[Page 28}


PAST PERFORMANCE

Since the portfolio has less than one calendar year of performance, annual total
return  information  for  the  portfolio  is not included in this section of the
prospectus.

EXPENSES

Investors  using  this  portfolio to fund a VA contract or a VLI policy will pay
certain  fees and expenses in connection with the portfolio, which are described
in  the  table  below.  Annual  portfolio  operating  expenses  are  paid out of
portfolio  assets,  so  their effect is included in the portfolio's share price.
These  figures  do  not  reflect  any  fees  or charges imposed by participating
insurance  companies  under  their  VA  contracts  or VLI policies. Owners of VA
contracts  or  VLI  policies  should  refer  to the applicable insurance company
prospectus for information on those fees or charges.
- --------------------------------------------------------------------------------

Fee table

ANNUAL PORTFOLIO OPERATING EXPENSES

% OF AVERAGE DAILY NET ASSETS

Management fees                                                         1.00%

Other expenses                                                          0.25%
- --------------------------------------------------------------------------------

TOTAL                                                                   1.25%
- --------------------------------------------------------------------------------

Expense example

1 Year                3 Years
- --------------------------------------------------------------------------------

$127                  $397

This example shows what an investor could pay in expenses over time. It uses the
same  hypothetical  conditions  other  funds  use in their prospectuses: $10,000
initial  investment,  5%  total return each year and no changes in expenses. The
figures  shown  would be the same whether investors sold their shares at the end
of a period or kept them. Because actual returns and expenses will be different,
the example is for comparison only.

Concepts to understand

MANAGEMENT FEE: the fee paid to the investment adviser for managing the
portfolio and assisting in all aspects of the portfolio's operations.

OTHER EXPENSES: estimated fees to be paid by the portfolio for the current
fiscal year for miscellaneous items such as transfer agency, custody,
professional and registration fees.

[Page 29}                                                        Japan Portfolio






                                                         MidCap Stock Portfolio

GOAL/APPROACH

The  portfolio  seeks  investment results that are greater than the total return
performance  of  publicly traded common stocks of medium-size domestic companies
in  the  aggregate, as represented by the Standard & Poor's MidCap 400((reg.tm))
Index  (" S& P  400"). To pursue this goal, the portfolio invests primarily in a
blended  portfolio  of  growth  and value stocks of medium-size companies, those
whose market values generally range between $200 million and $10 billion. Stocks
are chosen through a disciplined process combining computer modeling techniques,
fundamental  analysis  and risk management. Consistency of returns and stability
of  the portfolio's share price compared to the S&P 400 are primary goals of the
process.  The portfolio's stock investments may include common stocks, preferred
stocks, convertible securities and depositary receipts.

Dreyfus  uses a computer model to identify and rank stocks within an industry or
sector, based on:

*  VALUE, or how a stock is priced relative to its perceived intrinsic worth

*  GROWTH, in this case the sustainability or growth of earnings

*  FINANCIAL PROFILE, which measures the financial health of the company

Next,  Dreyfus  uses  fundamental  analysis to select the most attractive of the
top-ranked securities.

Dreyfus  then  manages  risk  by  diversifying  across companies and industries,
limiting  the  potential  adverse  impact  from  any  one stock or industry. The
portfolio  is structured so that its sector weightings and risk characteristics,
such as growth, size, quality and yield, are similar to those of the S&P 400.

Concepts to understand

MIDCAP COMPANIES: established companies that may not be well known. Midcap
companies have the potential to grow faster than large-cap companies, but may
lack the resources to weather economic shifts, and are more volatile than large
companies.

COMPUTER MODEL: a proprietary computer model that evaluates and ranks a universe
of over 2,000 stocks. Dreyfus reviews each of the screens on a regular basis.
Dreyfus also maintains the flexibility to adapt the screening criteria to
changes in market conditions.

[Page 30}


MAIN RISKS

While  stocks  have  historically  been a leading choice of long-term investors,
they  do  fluctuate  in  price.  The  value of a shareholder's investment in the
portfolio will go up and down, which means that shareholders could lose money.

Medium-size  companies  carry additional risks because their earnings tend to be
less  predictable,  their  share  prices more volatile and their securities less
liquid  than  larger,  more  established  companies.  Some  of  the  portfolio's
investments  will  rise  and  fall  based  on  investor  perception  rather than
economics.

Although  the  portfolio  seeks  to  manage  risk  by broadly diversifying among
industries  and  by  maintaining a risk profile very similar to the S&P 400, the
portfolio  is  expected  to  hold  fewer securities than the index. Owning fewer
securities and the ability to purchase stocks of companies not listed in the S&P
400    can    cause    the    portfolio    to    underperform    the    index.

By  investing  in a mix of growth and value companies, the portfolio assumes the
risks  of  both  and  may achieve more modest gains than funds that use only one
investment style. Because the stock prices of growth companies are based in part
on  future  expectations, they may fall sharply if earnings expectations are not
met  or  investors believe the prospects for a stock, industry or the economy in
general  are  weak.  Growth  stocks  also typically lack the dividend yield that
could  cushion stock prices in market downturns. With value stocks, there is the
risk  that  they  may never reach what the manager believes is their full market
value,  or  that  their  intrinsic  values  may fall. While investments in value
stocks  may  limit  downside risk over time, they may produce smaller gains than
riskier stocks.

Under  adverse  market conditions, the portfolio could invest some or all of its
assets in money market securities. Although the portfolio would do this to avoid
losses,  it could reduce the benefit from any upswing in the market. During such
periods, the portfolio may not achieve its investment objective.

What the portfolio is -- and isn't

The portfolio is a mutual fund: a pooled investment that is professionally
managed and gives shareholders the opportunity to participate in financial
markets. It strives to reach its stated goal, although as with all mutual funds,
it cannot offer guaranteed results.

An investment in the portfolio is not a bank deposit. It is not insured or
guaranteed by the FDIC or any other government agency. It is not a complete
investment program. Shareholders could lose money in the portfolio, but
shareholders also have the potential to make money.

Other potential risks

The portfolio, at times, may invest some assets in derivative securities, such
as options and futures. These practices, when employed, are used to hedge the
portfolio and increase returns; however, such practices sometimes may reduce
returns or increase volatility. Derivatives can be illiquid, and a small
investment in certain derivatives could have a potentially large impact on the
portfolio's performance.

The portfolio can buy securities with borrowed money (a form of leverage), which
could have the effect of magnifying the portfolio's gains or losses.

[Page 31}                                                 MidCap Stock Portfolio



MIDCAP STOCK PORTFOLIO (CONTINUED)

PAST PERFORMANCE

The  bar  chart  and  table  below  show  some  of the risks of investing in the
portfolio.  The  bar  chart shows the portfolio's performance for its first full
calendar  year  of operations. The table compares the portfolio's average annual
total  returns  to  those  of  the  S& P  400,  a  broad measure of midcap stock
performance.  All  performance figures reflect the reinvestment of dividends and
distributions. Of course, past performance is no guarantee of future results.
- --------------------------------------------------------------------------------

Year-by-year total return AS OF 12/31 EACH YEAR (%)


                                                                10.82
90     91     92     93     94     95      96     97     98     99


BEST QUARTER:                    Q4 '99                           +14.67%

WORST QUARTER:                   Q3 '99                            -7.11%
- --------------------------------------------------------------------------------

Average annual total return AS OF 12/31/99

                                                                    Since
                                                                  inception

                                         1 Year                   (5/1/98)
- --------------------------------------------------------------------------------

PORTFOLIO                                10.82%                    4.72%

S&P 400                                  14.72%                   12.02%*

* FOR COMPARATIVE PURPOSES, THE VALUE OF THE INDEX ON 4/30/98 IS USED AS THE
BEGINNING VALUE ON 5/1/98.

Additional costs

Performance information reflects the portfolio's expenses only and does not
reflect the fees and charges imposed by participating insurance companies under
their VA contracts or VLI policies. Because these fees and charges will reduce
total return, VA contract holders and VLI policyholders should consider them
when evaluating and comparing the portfolio's performance. VA contract holders
and VLI policyholders should consult the prospectus for their contract or policy
for more information.



EXPENSES

Investors  using  this  portfolio to fund a VA contract or a VLI policy will pay
certain  fees and expenses in connection with the portfolio, which are described
in  the  table  below.  Annual  portfolio  operating  expenses  are  paid out of
portfolio assets, so their effect is included in the portfolio's share price. As
with  the performance information given previously, these figures do not reflect
any  fees or charges imposed by participating insurance companies under their VA
contracts or VLI policies.
- --------------------------------------------------------------------------------

Fee table

ANNUAL PORTFOLIO OPERATING EXPENSES

% OF AVERAGE DAILY NET ASSETS

Management fees                                                         0.75%

Other expenses                                                          0.71%
- --------------------------------------------------------------------------------

TOTAL ANNUAL PORTFOLIO OPERATING EXPENSES                               1.46%

Fee waiver and/or expense reimbursement                                (0.46%)
- --------------------------------------------------------------------------------

NET OPERATING EXPENSES*                                                 1.00%

*THE  DREYFUS  CORPORATION HAS AGREED, UNTIL DECEMBER 31, 2000, TO WAIVE RECEIPT
OF  ITS  FEES  AND/OR  ASSUME  THE  EXPENSES  OF  THE PORTFOLIO SO THAT EXPENSES
(EXCLUDING   TAXES,  BROKERAGE  COMMISSIONS,  EXTRAORDINARY  EXPENSES,  INTEREST
EXPENSES  AND COMMITMENT FEES ON BORROWINGS) DO NOT EXCEED 1.00%. FOR THE FISCAL
YEAR ENDED DECEMBER 31, 1999, DREYFUS FURTHER REIMBURSED THE PORTFOLIO FOR OTHER
EXPENSES SO THAT TOTAL ANNUAL PORTFOLIO OPERATING EXPENSES WERE 0.97% INSTEAD OF
1.00%. THIS ADDITIONAL EXPENSE REIMBURSEMENT WAS VOLUNTARY.
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>

Expense example

1 Year                               3 Years                              5 Years                              10 Years
- ------------------------------------------------------------------------------------------------------------------------------------

<S>                                  <C>                                  <C>                                  <C>
$102                                 $414                                 $751                                 $1,707


This  example  shows  what  an investor could pay in expenses over time. It uses the same hypothetical conditions other funds use in
their prospectuses: $10,000 initial investment, 5% total return each year and no changes in expenses. The figures shown would be the
same whether investors sold their shares at the end of a period or kept them. Because actual returns and expenses will be different,
the example is  for  comparison  only.  The  one-year  number is based on the net operating expenses. The longer-term numbers are
based on total annual portfolio operating expenses.
</TABLE>

Concepts to understand

MANAGEMENT FEE: the fee paid to the investment adviser for managing the
portfolio and assisting in all aspects of the portfolio's operations.

OTHER EXPENSES: fees paid by the portfolio for miscellaneous items such as
transfer agency, custody, professional and registration fees.



[Page 32]




                                                    Technology Growth Portfolio

GOAL/APPROACH

The  portfolio  seeks  capital  appreciation. To pursue this goal, the portfolio
invests  primarily  in  the  stocks of growth companies of any size that Dreyfus
believes  to  be leading producers or beneficiaries of technological innovation.
Up  to  25% of the portfolio's assets may be invested in foreign securities. The
portfolio' s  stock  investments may include common stocks, preferred stocks and
convertible securities.

In  choosing  stocks,  the  portfolio  looks  for sectors in technology that are
expected  to  outperform  on  a  relative scale. The more attractive sectors are
overweighted;  those  sectors  with  less appealing prospects are underweighted.
Among  the  sectors  evaluated  are  those  that  develop, produce or distribute
products   or   services   in   the   computer,   semi-conductor,  electronics,
communications,  healthcare,  biotechnology,  computer  software  and  hardware,
electronic   components   and   systems,   network   and   cable  broadcasting,
telecommunications, defense and aerospace, and environmental sectors.

Although  the  portfolio  looks  for  companies  with  the  potential for strong
earnings  growth  rates,  some  of  the portfolio's investments may currently be
experiencing  losses.  Moreover,  the  portfolio  may invest in small-, mid- and
large-cap  securities in all available trading markets, including initial public
offerings and the aftermarket.

Concepts to understand

SMALL AND MIDSIZE COMPANIES: new and often entrepreneurial companies. These
companies tend to grow faster than large-cap companies and typically use any
profits for expansion rather than for paying dividends. They are also more
volatile than larger companies and fail more often.

GROWTH COMPANIES: companies whose earnings are expected to grow faster than the
overall market. Often, growth stocks have relatively high price-to-earnings and
price-to-book ratios, and tend to be more volatile than value stocks.


[Page 33]


TECHNOLOGY GROWTH PORTFOLIO (CONTINUED)

MAIN RISKS

While  stocks  have  historically  been a leading choice of long-term investors,
they  do  fluctuate  in price. In fact, the technology sector has been among the
most  volatile  sectors  of  the  stock  market.  The  value  of a shareholder's
investment  in  the portfolio will go up and down, sometimes dramatically, which
means that shareholders could lose money.

Technology companies, especially small-cap technology companies, involve greater
risk because their earnings tend to be less predictable, their share prices more
volatile  and  their  securities  less  liquid  than  larger,  more  established
companies.  The  prices  of  securities purchased in initial public offerings or
shortly  thereafter may be very volatile. Some of the portfolio's investments in
technology companies will rise and fall based on investor perception rather than
economics.  Other  portfolio  investments  are  made  in  anticipation of future
products  and  services  which,  if  delayed or cancelled, could cause the stock
price to drop dramatically.

Growth  companies  are expected to increase their earnings at a certain rate. If
these  expectations  are  not met, investors can punish the stocks inordinately,
even  if  earnings  do  increase.  In addition, growth stocks typically lack the
dividend yield that can cushion stock prices in market downturns.

Under  adverse  market conditions, the portfolio could invest some or all of its
assets in money market securities. Although the portfolio would do this to avoid
losses,  it could reduce the benefit from any upswing in the market. During such
periods, the portfolio may not achieve its investment objective.

What the portfolio is -- and isn't

The portfolio is a mutual fund: a pooled investment that is professionally
managed and gives shareholders the opportunity to participate in financial
markets. It strives to reach its stated goal, although as with all mutual funds,
it cannot offer guaranteed results.

An investment in the portfolio is not a bank deposit. It is not insured or
guaranteed by the FDIC or any other government agency. It is not a complete
investment program. Shareholders could lose money in the portfolio, but
shareholders also have the potential to make money.

Other potential risks

The portfolio, at times, may invest in derivative securities, such as options
and futures, and in foreign currencies. The portfolio may also sell short, which
involves selling a security it does not own in anticipation of a decline in the
market price of the security. These practices, when employed, are used primarily
to hedge its portfolio but also may be used to increase returns; however, such
practices sometimes may reduce returns or increase volatility. In addition,
derivatives can be illiquid and highly sensitive to changes in their underlying
instrument. A small investment in certain derivatives could have a potentially
large impact on the portfolio's performance.

At times, the portfolio may engage in short-term trading, which could produce
higher brokerage costs.

The portfolio can buy securities with borrowed money (a form of leverage), which
could have the effect of magnifying the portfolio's gains or losses.

[Page 34]


PAST PERFORMANCE

Since the portfolio has less than one calendar year of performance, annual total
return  information  for  the  portfolio  is not included in this section of the
prospectus.

EXPENSES

Investors  using  this  portfolio to fund a VA contract or a VLI policy will pay
certain  fees and expenses in connection with the portfolio, which are described
in  the  table  below.  Annual  portfolio  operating  expenses  are  paid out of
portfolio  assets,  so  their effect is included in the portfolio's share price.
These  figures  do  not  reflect  any  fees  or charges imposed by participating
insurance  companies  under  their  VA  contracts or VLI policies. Owners of  VA
contracts  or  VLI  policies  should  refer  to the applicable insurance company
prospectus for information on those fees or charges.
- --------------------------------------------------------------------------------

Fee table

ANNUAL PORTFOLIO OPERATING EXPENSES

% OF AVERAGE DAILY NET ASSETS

Management fees                                                         0.75%

Other expenses                                                          0.25%
- --------------------------------------------------------------------------------

TOTAL                                                                   1.00%
- --------------------------------------------------------------------------------

Expense example

1 Year                3 Years
- --------------------------------------------------------------------------------

$102                  $318

This example shows what an investor could pay in expenses over time. It uses the
same  hypothetical  conditions  other  funds  use in their prospectuses: $10,000
initial  investment,  5%  total return each year and no changes in expenses. The
figures  shown  would be the same whether investors sold their shares at the end
of  a period or kept them. Because actual return and expenses will be different,
the example is for comparison only.

Concepts to understand

MANAGEMENT FEE: the fee paid to the investment adviser for managing the
portfolio and assisting in all aspects of the portfolio's operations.

OTHER EXPENSES: estimated fees to be paid by the portfolio for the current
fiscal year for miscellaneous items such as transfer agency, custody,
professional and registration fees.

[Page 35]                                            Technology Growth Portfolio






MANAGEMENT

The  investment  adviser for the portfolios is The Dreyfus Corporation, 200 Park
Avenue,  New  York,  New  York 10166. Founded in 1947, Dreyfus manages more than
$127  billion  in over 160 mutual fund portfolios. Dreyfus is the primary mutual
fund  business  of  Mellon  Financial  Corporation,  a global financial services
company   with   approximately   $2.5  trillion  of  assets  under  management,
administration   or   custody,   including   approximately  $485  billion  under
management.  Mellon provides wealth management, global investment services and a
comprehensive   array  of  banking  services  for  individuals,  businesses  and
institutions. Mellon is headquartered in Pittsburgh, Pennsylvania.

CORE  BOND  PORTFOLIO  --  The  portfolio  has  agreed  to pay Dreyfus an annual
management  fee  of  0.60%  of  the  portfolio' s  average  daily  net  assets.

CORE  VALUE  PORTFOLIO  --  For  the  fiscal  year  ended December 31, 1999, the
portfolio  paid  Dreyfus  an  annual  management fee of 0.25% of the portfolio's
average daily net assets.

EMERGING  LEADERS PORTFOLIO -- The portfolio has agreed to pay Dreyfus an annual
management  fee  of  0.90%  of the portfolio's average daily net assets. For the
fiscal  period  December  15, 1999 (commencement of operations) through December
31,  1999,  the  portfolio did not pay Dreyfus a management fee as a result of a
fee waiver/expense reimbursement in effect.

EMERGING  MARKETS PORTFOLIO -- The portfolio has agreed to pay Dreyfus an annual
management  fee  of  1.25%  of the portfolio's average daily net assets. For the
fiscal  period  December  15, 1999 (commencement of operations) through December
31,  1999,  the  portfolio did not pay Dreyfus a management fee as a result of a
fee waiver/expense reimbursement in effect.

EUROPEAN  EQUITY  PORTFOLIO -- The portfolio has agreed to pay Dreyfus an annual
management  fee  of  1.00%  of the portfolio's average daily net assets. For the
fiscal  period  April 30, 1999 (commencement of operations) through December 31,
1999,  the  portfolio  did not pay Dreyfus a management fee as a result of a fee
waiver/expense reimbursement in effect.

FOUNDERS  DISCOVERY  PORTFOLIO  --  The  portfolio  has agreed to pay Dreyfus an
annual management fee  of 0.90% of the portfolio's average daily net assets. For
the  fiscal  period  December  15,  1999  (commencement  of  operations) through
December  31,  1999,  the  portfolio  did  not pay Dreyfus a management fee as a
result of a fee waiver/expense reimbursement in effect.

FOUNDERS  GROWTH  PORTFOLIO  -- For the fiscal year ended December 31, 1999, the
portfolio  did  not  pay  Dreyfus  a  management  fee  as  a  result  of  a  fee
waiver/expense reimbursement in effect.

FOUNDERS  INTERNATIONAL  EQUITY  PORTFOLIO -- For the fiscal year ended December
31,  1999,  the  portfolio did not pay Dreyfus a management fee as a result of a
fee waiver/expense reimbursement in effect.

FOUNDERS  PASSPORT PORTFOLIO -- For the fiscal year ended December 31, 1999, the
portfolio  did  not  pay  Dreyfus  a  management  fee  as  a  result  of  a  fee
waiver/expense reimbursement in effect.

JAPAN  PORTFOLIO -- The portfolio has agreed to pay Dreyfus an annual management
fee  of 1.00% of the portfolio's average daily net assets. For the fiscal period
December  15,  1999  (commencement of operations) through December 31, 1999, the
portfolio  did  not  pay  Dreyfus  a  management  fee  as  a  result  of  a  fee
waiver/expense reimbursement in effect.

MIDCAP  STOCK  PORTFOLIO  --  For  the  fiscal year ended December 31, 1999, the
portfolio  paid  Dreyfus  an  annual  management fee of 0.26% of the portfolio's
average    daily    net    assets.

[Page 36]


TECHNOLOGY GROWTH PORTFOLIO -- The portfolio has agreed to pay Dreyfus an annual
management  fee  of  0.75%  of the portfolio's average daily net assets. For the
fiscal  period August 31, 1999 (commencement of operations) through December 31,
1999,  Dreyfus  waived or reimbursed a portion of its management fee so that the
net fee paid by the portfolio was 0.49%.

Dreyfus  has  engaged  its affiliate, Founders Asset Management LLC, to serve as
the sub-investment adviser for the Founders Discovery Portfolio, Founders Growth
Portfolio,   Founders  International  Equity  Portfolio  and  Founders  Passport
Portfolio.  Founders,  located  at  Founders  Financial  Center, 2930 East Third
Avenue, Denver, Colorado 80206, and its predecessor companies have been offering
tools  to help investors pursue their financial goals since 1938. As of December
31,  1999,  Founders  managed  mutual  funds  and  other  client accounts having
aggregate assets of approximately $7.94 billion.

Dreyfus  has  engaged its affiliate, Newton Capital Management Limited, to serve
as  sub-investment  adviser  for  the  European  Equity  Portfolio and the Japan
Portfolio.  Newton,  located  at  71  Queen  Victoria  Street, London, EC4V 4DR,
England,  was  formed  in  1977  and, as of December 31, 1999, together with its
parent  and  its  parent' s  subsidiaries,  managed approximately $29 billion in
discretionary separate accounts and other investment accounts.

Portfolio managers

The primary portfolio managers of the portfolios are as follows:

CORE  BOND  PORTFOLIO  -- The Dreyfus Taxable Fixed Income team makes investment
decisions  for the portfolio. No individual team member is primarily responsible
for  making  these  investment  decisions. The portfolio managers comprising the
team are identified in the Statement of Additional Information.

CORE  VALUE PORTFOLIO -- The portfolio's primary portfolio manager is Valerie J.
Sill. She has been a portfolio manager of the portfolio since its inception. Ms.
Sill  is  a portfolio manager of Dreyfus and senior vice president of The Boston
Company Asset Management, Inc. ("TBCAM"), an affiliate of Dreyfus. She is also a
member of the Equity Policy Group of TBCAM. She previously served as director of
equity research and as an equity research analyst for TBCAM.

EMERGING  LEADERS  PORTFOLIO  --  The portfolio's primary portfolio managers are
Paul Kandel and Hilary Woods. Mr. Kandel and Ms. Woods have been the portfolio's
primary  portfolio  managers  since  its inception. Mr. Kandel joined Dreyfus in
1994  as  senior  sector  manager  for  the  technology  and  telecommunications
industries.  Ms.  Woods  joined Dreyfus in 1987 as senior sector manager for the
capital goods industry.

EMERGING  MARKETS  PORTFOLIO -- The portfolio' s primary  portfolio  manager is
Daniel  Beneat.  Mr.  Beneat  has  been the  primary  portfolio  manager  of the
portfolio  since its  inception and has been employed by Dreyfus since May 1996.
For the three previous years,  he was a vice president and portfolio  manager at
UBS Asset Management (NY) , Inc.

EUROPEAN EQUITY PORTFOLIO -- The portfolio's primary portfolio manager is Joanna
Bowen.  Ms.  Bowen  has been a primary portfolio manager for the portfolio since
its  inception.  She  joined  Newton  in  1993  as  a European fund manager, was
appointed  an associate director of Newton in 1997, and was appointed a director
of Newton in 1999.

FOUNDERS  DISCOVERY  PORTFOLIO  --  The portfolio's primary portfolio manager is
Robert  T.  Ammann, C.F.A. He has been the portfolio's primary portfolio manager
since the portfolio's inception and has been employed by Founders since 1993. He
is a vice president of investments at Founders.

[Page 37]                                                             Management


MANAGEMENT (CONTINUED)

FOUNDERS  GROWTH  PORTFOLIO  --  The  portfolio's primary portfolio managers are
Scott  A.  Chapman,  C.F.A.  and Thomas M. Arrington, C.F.A. Mr. Chapman and Mr.
Arrington  have  been  the portfolio's primary portfolio managers, and have been
employed  by  Founders,  since December 1998. Mr. Chapman is a vice president of
investments  and  director  of  research  at  Founders.  Mr. Arrington is a vice
president of investments at Founders. Prior to joining Founders, Mr. Chapman was
employed  for  seven years at HighMark Capital Management, Inc., a subsidiary of
Union  BanCal  Corporation,  most  recently  as a vice president and director of
growth strategy. Prior to joining Founders, Mr. Arrington was employed for eight
years  at  HighMark  Capital  where  he  held  various positions, including vice
president  and  director  of  income  and  growth  strategy, securities research
analyst  and,  most  recently,  vice  president  and  director  of income equity
strategy.

FOUNDERS  INTERNATIONAL  EQUITY  PORTFOLIO  -- The portfolio's primary portfolio
manager  is  Douglas  A.  Loeffler,  C.F.A.  He has been the portfolio's primary
portfolio  manager  since  the  portfolio' s  inception and has been employed by
Founders since 1995. He is a vice president of investments at Founders. Prior to
joining  Founders, Mr. Loeffler was employed for seven years at Scudder, Stevens
& Clark as an international equities and quantitative analyst.

FOUNDERS  PASSPORT  PORTFOLIO  --  The  portfolio's primary portfolio manager is
Tracy  P.  Stouffer. She has been the portfolio's primary portfolio manager, and
has  been  employed by Founders, since July 1999. Prior to joining Founders, Ms.
Stouffer  was  a  vice  president  and  portfolio  manager with Federated Global
Incorporated  from 1995 to July 1999, and a vice president and portfolio manager
with Clariden Asset Management, Inc. from 1988 to 1995.

JAPAN  PORTFOLIO  -- The portfolio's primary portfolio manager is Miki Sugimoto.
She  has  been  the  portfolio's primary portfolio manager since the portfolio's
inception  and  has been employed by Newton since 1995. Prior to joining Newton,
Ms.  Sugimoto  was  employed  for  five  years  at S.G. Warburg where she worked
primarily in the corporate finance department.

MIDCAP  STOCK  PORTFOLIO  --  John  O'Toole is the portfolio's primary portfolio
manager,  a  position  he  has held since the portfolio's inception. He has been
employed  by  Dreyfus  since  October  1994.  Mr.  O'Toole also is a senior vice
president  and a portfolio manager for Mellon Equity Associates, an affiliate of
Dreyfus, and has been employed by Mellon Bank, N.A. since 1979.

TECHNOLOGY GROWTH PORTFOLIO -- The portfolio's primary portfolio manager is Mark
Herskovitz.  Mr.  Herskovitz  has  been  the  primary  portfolio  manager of the
portfolio  since its inception and has been employed by Dreyfus since 1996. From
1992  to  1996,  he served as a senior technology analyst at National City Bank.

Each portfolio, Dreyfus, Founders, Newton and Dreyfus Service Corporation (each
portfolio'  s  distributor)  have  adopted a code of  ethics  that  permits  its
personnel,  subject to such code, to invest in securities,  including securities
that may be purchased or held by a portfolio.  The Dreyfus and Founders codes of
ethics restrict the personal  securities  transactions of their  employees,  and
require  portfolio  managers and other  investment  personnel to comply with the
code's preclearance and disclosure procedures. Each code's primary purpose is to
ensure  that  personal  trading  by  Dreyfus  or  Founders  employees  does  not
disadvantage any Dreyfus- or Founders-managed fund.

[Page 38]

Core Bond, Emerging Leaders, Emerging Markets and Founders Discovery portfolios
- -- Performance Information for  Related Public Funds

Although  the  Core  Bond Portfolio is newly organized and does not yet have its
own  performance  record,  the  portfolio  has the same investment objective and
follows   substantially  the  same  investment  policies  and  strategies  as  a
corresponding  series  of another open-end investment company advised by Dreyfus
- --  Dreyfus  Premier  Core  Bond  Fund -- Class A shares (the "Premier Core Bond
Fund"). The portfolio currently has the same investment team as the Premier Core
Bond Fund. The table below shows average annual total return information for the
Premier  Core  Bond  Fund  and  for the Merrill Lynch Domestic Master Index, the
benchmark   index   of   the   portfolio   and  the  Premier  Core  Bond  Fund.

Historical  performance  information for Class A shares of the Premier Core Bond
Fund  and  the  Merrill  Lynch  Domestic  Master Index for various periods ended
December 31, 1999, as calculated pursuant to SEC guidelines, is as follows:
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>

Average annual total return AS OF 12/31/99

                                                         1 Year                      5 Years                       10 Years
- ------------------------------------------------------------------------------------------------------------------------------------

DREYFUS PREMIER
CORE BOND FUND

       <S>                                                 <C>                         <C>                            <C>
      CLASS A (NAV)                                        4.92%                       9.41%                          8.76%

      CLASS A
      (WITH SALES LOAD)                                   -1.12%                       8.12%                          8.11%

MERRILL LYNCH
DOMESTIC
MASTER INDEX(1)                                            -.96%                       7.74%                          7.75%

1)  THE  MERRILL  LYNCH  DOMESTIC  MASTER  INDEX  IS  AN  UNMANAGED  PERFORMANCE
    BENCHMARK  FOR  U.S.  GOVERNMENT   SECURITIES  AND  INVESTMENT  GRADE
    CORPORATE SECURITIES  WITH  MATURITIES  GREATER THAN OR EQUAL TO ONE YEAR.
    ALL PERFORMANCE FIGURES REFLECT THE REINVESTMENT OF DIVIDENDS AND OTHER
    DISTRIBUTIONS.
</TABLE>

Although the Emerging  Leaders  Portfolio is newly  organized  and does not yet
have its own full year of performance,  the portfolio has substantially the same
investment objective and follows  substantially the same investment policies and
strategies as two corresponding series of separate open-end investment companies
advised by Dreyfus -- Dreyfus  Emerging  Leaders  Fund,  which is offered to the
public, and Dreyfus Small Cap Portfolio (the "Insurance Fund"),  which, like the
portfolio,  serves as a funding  vehicle for variable  insurance  products.  The
portfolio  currently  has the same  primary  portfolio  managers  as the Dreyfus
Emerging  Leaders Fund and the  Insurance  Fund.  The table below shows  average
annual total return  information  for the Dreyfus  Emerging  Leaders  Fund,  the
Insurance Fund and the Russell 2000 Index, the benchmark index of the portfolio,
the Dreyfus Emerging Leaders Fund and the Insurance Fund.

Historical  performance  information  for the Dreyfus Emerging Leaders Fund, the
Insurance Fund and the Russell 2000 Index for various periods ended December 31,
1999, as calculated pursuant to SEC guidelines, is as follows:
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>

Average annual total return AS OF 12/31/99

                                                                                                                   Since
                                                         1 Year                      5 Years                     inception(2)
- ------------------------------------------------------------------------------------------------------------------------------------

DREYFUS EMERGING
<S>                                                      <C>                                                       <C>
LEADERS FUND                                             38.26%                        --                          33.61%

DREYFUS SMALL CAP
PORTFOLIO                                                 23.15%                     15.93%                        35.65%

RUSSELL 2000 INDEX(3)                                     21.26%                     16.69%                       13.63%(4)
                                                                                                                  16.57%(5)


(2)  THE INCEPTION DATES OF THE DREYFUS EMERGING LEADERS FUND AND INSURANCE FUND
     WERE 9/29/95 AND 8/31/90, RESPECTIVELY.

(3)  THE  RUSSELL  2000  INDEX IS A WIDELY RECOGNIZED, UNMANAGED SMALL-CAP INDEX
     COMPRISED  OF  THE COMMON STOCKS OF THE 2,000 U.S. PUBLIC COMPANIES NEXT IN
     SIZE AFTER  THE LARGEST 1,000 PUBLICLY TRADED U.S. COMPANIES. ALL
     PERFORMANCE FIGURES REFLECT THE REINVESTMENT OF DIVIDENDS AND OTHER
     DISTRIBUTIONS.

(4)  FOR COMPARATIVE PURPOSES FOR THE DREYFUS EMERGING LEADERS FUND, THE VALUE
     OF THE INDEX ON 9/30/95 IS USED AS THE BEGINNING VALUE ON 9/29/95.

(5)  FOR  COMPARATIVE PURPOSES FOR THE INSURANCE FUND, THE VALUE OF THE INDEX ON
     8/31/90 IS USED AS THE BEGINNING VALUE.

[Page 39]                                                             Management
</TABLE>



MANAGEMENT (CONTINUED)

Although the Emerging Markets Portfolio is newly organized and does not yet have
its  own  full  year  of  performance,  the  portfolio  has  the same investment
objective  and follows substantially the same investment policies and strategies
as  a  corresponding  series  of  another open-end investment company advised by
Dreyfus -- Dreyfus Premier Emerging Markets Fund -- Class A shares (the "Premier
Emerging Markets Fund"). The portfolio has the same primary portfolio manager as
the  Premier  Emerging  Markets Fund. The table below shows average annual total
return  information  for  the  Premier  Emerging Markets Fund and for the Morgan
Stanley   Capital  International  (MSCI)  Emerging  Markets  (Free)  Index,  the
benchmark index of the portfolio and the Premier Emerging Markets Fund.

The  one-year performance of the Premier Emerging Markets Fund and the index was
due  in large part to an economic recovery in emerging markets and a recovery of
liquidity  in the asset class. Such returns should not be expected over the long
term.

Historical  performance  information  for Class A shares of the Premier Emerging
Markets  Fund and for the MSCI Emerging Markets (Free) Index for various periods
ended  December  31,  1999,  as  calculated  pursuant  to  SEC guidelines, is as
follows:
- --------------------------------------------------------------------------------

Average annual total return AS OF 12/31/99

                                                             Since inception

                                              1 Year            (3/31/98)
- --------------------------------------------------------------------------------

DREYFUS PREMIER EMERGING MARKETS FUND

   CLASS A (NAV)                              104.56%             16.30%

   CLASS A (WITH SALES LOAD)                   92.83%             12.45%

MSCI EMERGING MARKETS
(FREE) INDEX(6)                                66.41%              9.39%

(6)  THE  MSCI EMERGING MARKETS (FREE) INDEX IS A MARKET-CAPITALIZATION-WEIGHTED
     INDEX  COMPOSED  OF  COMPANIES  REPRESENTATIVE  OF  THE  MARKET  STRUCTURE
     OF 25 EMERGING  MARKET  COUNTRIES  IN  EUROPE, LATIN AMERICA AND THE
     PACIFIC BASIN AND INCLUDES GROSS DIVIDENDS REINVESTED. THE INDEX EXCLUDES
     CLOSED MARKETS AND THOSE SHARES IN OTHERWISE FREE MARKETS WHICH ARE NOT
     PURCHASABLE BY FOREIGNERS.

Although the Founders  Discovery  Portfolio is newly organized and does not yet
have its own full year of  performance,  the portfolio  has the same  investment
objective and follows  substantially the same investment policies and strategies
as a  corresponding  series of another  open-end  investment  company advised by
Founders -- Dreyfus Founders Discovery Fund (the "Founders Discovery Fund"). The
portfolio  currently  has the same  primary  portfolio  manager as the  Founders
Discovery  Fund. The table below shows average  annual total return  information
for the Founders  Discovery  Fund and for the Russell 2000 Index,  the benchmark
index of the portfolio and the Founders Discovery Fund.

The  one-year  performance of the Founders Discovery Fund was due in part to the
allocation  to  the Founders Discovery Fund of securities sold in initial public
offerings  (" IPOs" ). There  is no guarantee that the Founders Discovery Fund's
investments  in  IPOs will continue to have a similar impact on performance, and
such returns should not be expected over the long term.

Historical  performance  information for the Founders Discovery Fund and for the
Russell  2000  Index  for various periods ended December 31, 1999, as calculated
pursuant to SEC guidelines, is as follows:
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>

Average annual total return AS OF 12/31/99

                                                       1 Year                    5 Years                      10 Years
- ------------------------------------------------------------------------------------------------------------------------------------

FOUNDERS DISCOVERY
<S>                                                     <C>                      <C>                           <C>
FUND                                                    94.59%                   31.68%                        23.96%

RUSSELL 2000
INDEX(7)                                                21.26%                   16.69%                        13.40%

(7)  THE  RUSSELL  2000  INDEX IS A WIDELY RECOGNIZED, UNMANAGED SMALL-CAP INDEX
     COMPRISED  OF  THE COMMON STOCKS OF THE 2,000 U.S. PUBLIC COMPANIES NEXT IN
     SIZE AFTER  THE LARGEST 1,000 PUBLICLY TRADED U.S. COMPANIES. ALL
     PERFORMANCE FIGURES REFLECT THE REINVESTMENT OF DIVIDENDS AND OTHER
     DISTRIBUTIONS.
</TABLE>


[Page 40]


Investors  should  not  consider  this  performance data as an indication of the
future  performance  of  the portfolios. The performance figures for the Premier
Core  Bond Fund, Dreyfus Emerging Leaders Fund, Insurance Fund, Premier Emerging
Markets Fund and Founders Discovery Fund reflect the deduction of the historical
fees  and expenses paid by the funds, and not those to be paid by the respective
portfolios. The Premier Core Bond Fund's total annual operating expenses for the
fiscal  year  ended October 31, 1999 were 1.18% of its average daily net assets.
The total annual operating expenses, after fee waiver and expense reimbursement,
if  any,  for  the  fiscal  year  ended August 31, 1999 for the Dreyfus Emerging
Leaders  Fund were 1.38% and for the fiscal year ended December 31, 1999 for the
Insurance Fund were 0.78% of the respective fund's average daily net assets. The
Premier  Emerging  Markets  Fund' s  total  annual operating expenses, after fee
waiver  and  expense  reimbursement,  for the year ended September 30, 1999 were
2.25%  of  its  average  daily  net  assets. The Founders Discovery Fund's total
annual  operating  expenses, after fee waiver and expense reimbursement, for the
year  ended  December  31,  1999  were  1.46%  of  its average daily net assets.

The performance figures also do not reflect the deduction of charges or expenses
attributable  to VA contracts or VLI policies, which would lower the performance
quoted.   Policy  owners  should  refer  to  the  applicable  insurance  company
prospectus  for  information  on  any  such  charges and expenses. Additionally,
although  it  is anticipated that each portfolio and its corresponding fund will
hold  similar  securities,  their  investment results are expected to differ. In
particular,  differences in asset size and in cash flow resulting from purchases
and redemptions of portfolio shares may result in different security selections,
differences in the relative weightings of securities or differences in the price
paid for particular portfolio holdings.

Performance information for Public Funds and Founders Growth, Founders
International Equity and Founders Passport portfolios

Each of the Founders Growth, Founders International Equity and Founders Passport
portfolios  has the same investment objective and follows substantially the same
investment policies and strategies as a corresponding series of another open-end
investment  company  advised  by Founders, the Dreyfus Founders Growth Fund, the
Dreyfus  Founders  International  Equity  Fund and the Dreyfus Founders Passport
Fund,  respectively  (the "Public Funds"). Each portfolio currently has the same
primary  portfolio  managers  as  its corresponding Public Fund. The first three
tables  on  page  42 show average annual total return information for the Public
Funds  and  for the appropriate securities index. The fourth table shows average
annual  total  return  information  for  each  portfolio and for the appropriate
securities index.

Investors  should  not  consider  this  performance data as an indication of the
future  performance  of  the  portfolios. The performance figures for the Public
Funds  reflect  the  deduction  of  the historical fees and expenses paid by the
Public  Funds,  and not those to be paid by the respective portfolio. The Public
Funds'   total   annual   operating  expenses,  after  fee  waiver  and  expense
reimbursement,  for  the  year  ended  December  31,  1999 were 1.09% of Dreyfus
Founders  Growth  Fund' s  average  daily  net assets, 1.80% of Dreyfus Founders
International  Equity  Fund' s  average  daily  net  assets and 1.64% of Dreyfus
Founders Passport Fund's average daily net assets.

The  performance  figures  for  the  Public Funds and the portfolios also do not
reflect the deduction of charges or expenses attributable to VA contracts or VLI
policies,  which  would lower the performance quoted. Policy owners should refer
to  the  applicable  insurance  company  prospectus  for information on any such
charges  and  expenses.  Additionally,  although  it  is  anticipated  that each
portfolio and its corresponding Public Fund will hold similar secu-

[Page 41]                                                             Management




MANAGEMENT (CONTINUED)

rities,  their  investment  results  are  expected  to  differ.  In  particular,
differences  in  asset  size  and  in  cash  flow  resulting  from purchases and
redemptions  of  portfolio  shares  may result in different security selections,
differences in the relative weightings of securities or differences in the price
paid  for  particular portfolio holdings. Performance information for the Public
Funds   and   portfolios   reflect  the  reinvestment  of  dividends  and  other
distributions.

The  one-year  performance of the Dreyfus Founders International Equity Fund and
the  Dreyfus  Founders  Passport Fund was due in part to the allocation to those
funds  of  securities  sold  in  initial  public offerings ("IPOs"). There is no
guarantee  that the Dreyfus Founders International Equity Fund's and the Dreyfus
Founders  Passport  Fund' s  investments in IPOs will continue to have a similar
impact  on  performance,  and  such returns should not be expected over the long
term.

PUBLIC FUNDS

Historical  performance  information  for the corresponding Public Funds and for
the  securities  indexes  for  various  periods  ended  December  31,  1999,  as
calculated pursuant to SEC guidelines, is as follows:
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>

Average annual total return AS OF 12/31/99

                                                                  1 Year                   5 Years                 10 Years
- ------------------------------------------------------------------------------------------------------------------------------------

DREYFUS FOUNDERS
<S>                                                                <C>                      <C>                     <C>
GROWTH FUND -- CLASS F(1)                                          39.06%                   30.16%                  20.07%

S&P 500 BARRA
GROWTH INDEX(2)                                                    28.25%                   33.61%                  20.59%

S&P 500 COMPOSITE
INDEX(3)                                                           21.03%                   28.54%                  18.19%
- ------------------------------------------------------------------------------------------------------------------------------------

Average annual total return AS OF 12/31/99
</TABLE>

                                                                   Since
                                                                inception
                                      1 Year                   (12/29/95)
- --------------------------------------------------------------------------------

DREYFUS FOUNDERS INTERNATIONAL
EQUITY FUND -- CLASS F(1)             58.71%                     26.45%

MSCI WORLD
(EX. US) INDEX(4)                     27.93%                    13.49%(5)
<TABLE>
<CAPTION>

Average annual total return AS OF 12/31/99

                                                                                                                    Since

                                                                                                                  inception

                                                                  1 Year                   5 Years               (11/16/93)
- ------------------------------------------------------------------------------------------------------------------------------------

DREYFUS FOUNDERS
<S>                     <C>                                        <C>                      <C>                   <C>
PASSPORT FUND -- CLASS F(1)                                        87.44%                   26.20%                19.79%

MSCI WORLD
(EX US) INDEX(4)                                                    27.93%                   13.09%                13.21%(6)
</TABLE>

FOUNDERS GROWTH, FOUNDERS INTERNATIONAL EQUITY AND FOUNDERS PASSPORT PORTFOLIOS

Average  annual total return for each portfolio and securities index for various
periods ended December 31, 1999, as calculated pursuant to SEC guidelines, is as
follows:
- --------------------------------------------------------------------------------

Average annual total return AS OF 12/31/99

                                                                  Since
                                                                inception

                                              1 Year              (9/30/98)
- --------------------------------------------------------------------------------

FOUNDERS
GROWTH PORTFOLIO                               39.01%               57.77%

S&P 500 BARRA
GROWTH INDEX(2)                                28.25%               45.19%

S&P 500 COMPOSITE INDEX(3)                     21.03%               35.94%

FOUNDERS INTERNATIONAL
EQUITY PORTFOLIO                               60.69%               63.30%

MSCI WORLD (EX US) INDEX(4)                    27.93%               41.33%

FOUNDERS PASSPORT PORTFOLIO                    76.05%               76.79%

MSCI WORLD (EX US) INDEX(4)                    27.93%               41.33%
- --------------------------------------------------------------------------------

(1)  CLASS F SHARES ARE GENERALLY CLOSED TO NEW INVESTORS.

(2)  THE  S& P  BARRA GROWTH INDEX IS A CAPITALIZATION-WEIGHTED INDEX OF ALL THE
     STOCKS  IN  THE S&P 500 COMPOSITE INDEX THAT HAVE HIGH PRICE-TO-BOOK
     RATIOS. ALL PERFORMANCE FIGURES REFLECT THE REINVESTMENT OF DIVIDENDS AND
     OTHER DISTRIBUTIONS.

(3)  THE  S& P  500  COMPOSITE  INDEX IS A WIDELY RECOGNIZED, UNMANAGED INDEX OF
     STOCK PERFORMANCE. ALL PERFORMANCE FIGURES REFLECT THE REINVESTMENT OF
     DIVIDENDS AND OTHER DISTRIBUTIONS.

(4)  THE MSCI WORLD (EX. US) INDEX IS AN ARITHMETICAL AVERAGE OF THE PERFORMANCE
     OF OVER  1,000 SECURITIES LISTED ON THE STOCK EXCHANGES OF EUROPE,
     CANADA,  AUSTRALIA,  NEW  ZEALAND AND THE FAR EAST. TOTAL RETURN FIGURES
     FOR THE INDEX ASSUME CHANGE IN SHARE PRICE AND REINVESTMENT OF DIVIDENDS
     AFTER DEDUCTION OF  LOCAL TAXES, BUT DO NOT DEDUCT ANY FEES OR EXPENSES
     WHICH ARE CHARGED TO THE RESPECTIVE PUBLIC FUNDS AND THE PORTFOLIO.

(5)  FOR COMPARATIVE PURPOSES, THE VALUE OF THE INDEX ON 12/31/95 IS USED AS THE
     BEGINNING VALUE ON 12/29/95.

(6)  FOR COMPARATIVE PURPOSES, THE VALUE OF THE INDEX ON 11/30/93 IS USED AS THE
     BEGINNING VALUE ON 11/16/93.


[Page 42]




Japan Portfolio -- Performance Information for Related Investment Accounts

Although  the  portfolio  is  newly organized and does not yet have its own full
year  of  performance,  the  portfolio  has  a  substantially similar investment
objective  and  follows substantially similar investment policies and strategies
as  two  investment  accounts  advised by Newton -- Newton Japan Fund and Newton
Universal  Growth  Funds  Japanese  Equity  Fund  (collectively, the "Investment
Accounts" ). The  portfolio  currently  has  the  same portfolio managers as the
Investment Accounts. The table at the right shows composite average annual total
return  information  for  the  Investment  Accounts  and  for the Morgan Stanley
Capital  International  (MSCI) Japan Index, the benchmark index of the portfolio
and the Investment Accounts.

Investors  should  not  consider  this  performance data as an indication of the
future  performance of the portfolio. The performance figures for the Investment
Accounts  were  calculated  by Micropal on a "bid-bid" basis (i.e., the price at
which  an  investor  can  sell  its  shares)  with  the  accounts'  gross income
reinvested  in  U.S.  dollars.  The  performance  figures  were then adjusted to
reflect  the  deduction  of  the  historical  annual  management fee paid by the
Investment  Accounts  (1.50%  of  each Investment Account's net assets), and not
those  to  be  paid by the portfolio. The performance figures for the Investment
Accounts  do not reflect the deduction of charges or expenses attributable to VA
contracts  or  VLI  policies,  which  would lower the performance quoted. Policy
owners   should  refer  to  the  applicable  insurance  company  prospectus  for
information  on  any such charges and expenses. Moreover, the performance of the
Investment  Accounts  could  have  been  adversely affected by the imposition of
certain  regulatory  requirements,  restrictions and limitations if the accounts
had been regulated as investment companies under the U.S. federal securities and
tax  laws.  Additionally,  although it is anticipated that the portfolio and the
Investment  Accounts  will hold similar securities, their investment results are
expected  to  differ.  In particular, differences in asset size and in cash flow
resulting  from  purchases  and  redemptions  of  portfolio shares may result in
different  security  selections,  differences  in  the  relative  weightings  of
securities or differences in the price paid for particular portfolio holdings.

The  one-year  performance of the Investment Accounts was due in large part to a
period  of  extremely strong stock market performance in Japan, which should not
be expected over the long term.

Historical  performance information for the Investment Accounts and for the MSCI
Japan Index for various periods ended December 31, 1999 is as follows:
- --------------------------------------------------------------------------------

Average annual total return AS OF 12/31/99

                                                                     Since
                                            1 Year                11/22/94(1)
- --------------------------------------------------------------------------------

NEWTON JAPAN FUND                            59.6%                  56.6%

NEWTON UGF JAPANESE
EQUITY FUND                                  59.5%                  53.0%

MSCI JAPAN INDEX(2)                          61.8%                   6.7%

(1)  NEWTON  BEGAN  MANAGING THE INVESTMENT ACCOUNTS ON NOVEMBER 22, 1994. PRIOR
     THERETO,  THE  INVESTMENT  ACCOUNTS  WERE  MANAGED  BY  CAPITAL  HOUSE,
     LLC, A SUBSIDIARY  OF  THE ROYAL BANK OF SCOTLAND. PERFORMANCE FOR THE
     MSCI JAPAN INDEX IS CALCULATED FROM OCTOBER 31, 1994.

(2)  THE  MSCI  JAPAN INDEX IS A CAPITALIZATION-WEIGHTED INDEX (ADJUSTED IN U.S.
     DOLLARS) OF COMPANIES IN JAPAN INTENDED TO REPLICATE THE INDUSTRY
     COMPOSITION OF THE  LOCAL  MARKET. THE CHOSEN LIST OF STOCKS INCLUDES A
     REPRESENTATIVE SAMPLING OF  LARGE,  MEDIUM AND SMALL-CAPITALIZATION
     WEIGHTED STOCKS, TAKING EACH STOCK'S LIQUIDITY INTO ACCOUNT.  THE RETURNS
     OF THE INDEX ASSUME REINVESTMENT NET OF WITHHOLDING TAX AND, UNLIKE FUND
     RETURNS, DO NOT REFLECT ANY FEES OR EXPENSES.

[Page 43]                                                             Management



FINANCIAL HIGHLIGHTS

The  following  tables  describe  each  portfolio' s  performance for the fiscal
periods  indicated.  Certain information reflects financial results for a single
portfolio  share.  "Total  return" shows how much an investment in the portfolio
would  have  increased  (or decreased) during each period, assuming the investor
had  reinvested  all  dividends  and  distributions.  These  figures  have  been
independently  audited  by  Ernst  & Young  LLP,  whose  report,  along with the
portfolios'  financial  statements,  is  included in the annual report, which is
available  upon  request.  Keep  in  mind  that  fees  and  charges  imposed  by
participating  insurance companies, which are not reflected in the tables, would
reduce  the  investment  returns  that  are  shown.  No financial information is
provided  for  the Core Bond Portfolio, which had not commenced operations as of
the date of this prospectus.

<TABLE>
<CAPTION>


                                                                                                          YEAR ENDED DECEMBER 31,

CORE VALUE PORTFOLIO                                                                                     1999             1998(1)
- ------------------------------------------------------------------------------------------------------------------------------------

PER-SHARE DATA ($)

<S>                                                                                                      <C>              <C>
Net asset value, beginning of period                                                                     11.72            12.50

 Investment operations:  Investment income -- net                                                        .07(2)             .07

                         Net realized and unrealized gain (loss) on investments                           2.24            (.77)

 Total from investment operations                                                                         2.31            (.70)

 Distributions:          Dividends from investment income -- net                                         (.06)            (.08)

 Net asset value, end of period                                                                          13.97            11.72

 Total return (%)                                                                                        19.73        (5.59)(3)
- ------------------------------------------------------------------------------------------------------------------------------------

RATIOS/SUPPLEMENTAL DATA

Ratio of expenses to average net assets (%)                                                               1.00           .67(3)

Ratio of net investment income to average net assets (%)                                                   .56           .62(3)

Decrease reflected in above expense ratios due to actions by Dreyfus (%)                                   .50           .74(3)


Portfolio turnover rate (%)                                                                              97.14         47.37(3)
- --------------------------------------------------------------------------------

Net assets, end of period ($ x 1,000)                                                                   15,343            5,959

(1)  FROM MAY 1, 1998 (COMMENCEMENT OF OPERATIONS) TO DECEMBER 31, 1998.

(2)  BASED ON AVERAGE SHARES OUTSTANDING AT EACH MONTH END.

(3)  NOT ANNUALIZED.

                                                                                                               PERIOD ENDED
                                                                                                               DECEMBER 31,
EMERGING LEADERS PORTFOLIO                                                                                       1999(1)
- ------------------------------------------------------------------------------------------------------------------------------------

PER-SHARE DATA ($)

Net asset value, beginning of period                                                                              12.50

Investment operations:  Investment income -- net                                                                    .01

                         Net realized and unrealized gain (loss) on investments                                     .93

 Total from investment operations                                                                                   .94

 Net asset value, end of period                                                                                   13.44

 Total return (%)                                                                                                7.52(2)
- ------------------------------------------------------------------------------------------------------------------------------------

RATIOS/SUPPLEMENTAL DATA

Ratio of expenses to average net assets (%)                                                                       .07(2)

Ratio of net investment income to average net assets (%)                                                          .04(2)

Decrease reflected in above expense ratio due to actions by Dreyfus (%)                                          1.25(2)

Portfolio turnover rate (%)                                                                                      1.79(2)
- ------------------------------------------------------------------------------------------------------------------------------------

Net assets, end of period ($ x 1,000)                                                                            2,150

(1)  FROM DECEMBER 15, 1999 (COMMENCEMENT OF OPERATIONS) TO DECEMBER 31, 1999.

(2)  NOT ANNUALIZED.

[Page 44]

                                                                                                                PERIOD ENDED
                                                                                                                 DECEMBER 31,
EMERGING MARKETS PORTFOLIO                                                                                        1999(1)
- ------------------------------------------------------------------------------------------------------------------------------------

PER-SHARE DATA ($)

Net asset value, beginning of period                                                                              12.50

Investment operations:  Investment income -- net                                                                    .02

                         Net realized and unrealized gain (loss) on investments                                    1.11

 Total from investment operations                                                                                  1.13

 Net asset value, end of period                                                                                   13.63

 Total return (%)                                                                                                9.04(2)
- ------------------------------------------------------------------------------------------------------------------------------------

RATIOS/SUPPLEMENTAL DATA

Ratio of expenses to average net assets (%)                                                                       .09(2)

Ratio of net investment income to average net assets (%)                                                          .18(2)

Decrease reflected in above expense ratio
due to actions by Dreyfus (%)                                                                                    1.51(2)

Portfolio turnover rate (%)                                                                                       .43(2)
- ------------------------------------------------------------------------------------------------------------------------------------

Net assets, end of period ($ x 1,000)                                                                              2,181

(1)  FROM DECEMBER 15, 1999 (COMMENCEMENT OF OPERATIONS) TO DECEMBER 31, 1999.

(2)  NOT ANNUALIZED.

                                                                                                               PERIOD ENDED
                                                                                                                DECEMBER 31,
EUROPEAN EQUITY PORTFOLIO                                                                                         1999(1)
- ------------------------------------------------------------------------------------------------------------------------------------

PER-SHARE DATA ($)

Net asset value, beginning of period                                                                              12.50

Investment operations:  Investment income -- net                                                                    .04(2)

                         Net realized and unrealized gain (loss) on investments                                    3.61

 Total from investment operations                                                                                  3.65

 Distributions:          Dividends from investment income -- net                                                  (.03)

                         Dividends from net realized gain on investments                                          (.16)

 Total distributions                                                                                              (.19)

 Net asset value, end of period                                                                                   15.96

 Total return (%)                                                                                               29.20(3)
- ------------------------------------------------------------------------------------------------------------------------------------

RATIOS/SUPPLEMENTAL DATA

Ratio of expenses to average net assets (%)                                                                      1.01(3)

Ratio of net investment income to average net assets (%)                                                          .32(3)

Decrease reflected in above expense ratio due to actions by Dreyfus (%)                                          2.38(3)

Portfolio turnover rate (%)                                                                                     99.89(3)
- --------------------------------------------------------------------------------

Net assets, end of period ($ x 1,000)                                                                             6,592

(1)  FROM APRIL 30, 1999 (COMMENCEMENT OF OPERATIONS) TO DECEMBER 31, 1999.

(2)  BASED ON AVERAGE SHARES OUTSTANDING AT EACH MONTH END.

(3)  NOT ANNUALIZED.

[Page 45]                                                   Financial Highlights

FINANCIAL HIGHLIGHTS (CONTINUED)

                                                                                            PERIOD ENDED DECEMBER 31,

FOUNDERS DISCOVERY PORTFOLIO                                                                          1999(1)
- ------------------------------------------------------------------------------------------------------------------------------------

PER-SHARE DATA ($)

Net asset value, beginning of period                                                                   12.50

Investment operations:  Investment income -- net                                                         .01

                         Net realized and unrealized gain (loss)
                         on investments                                                                 1.38

 Total from investment operations                                                                       1.39

 Net asset value, end of period                                                                        13.89

 Total return (%)                                                                                    11.12(2)
- ------------------------------------------------------------------------------------------------------------------------------------

RATIOS/SUPPLEMENTAL DATA

Ratio of expenses to average net assets (%)                                                            .07(2)

Ratio of net investment income to average net assets (%)                                               .06(2)

Decrease reflected in above expense ratio
due to actions by Dreyfus (%)                                                                         1.45(2)

Portfolio turnover rate (%)                                                                           7.49(2)
- --------------------------------------------------------------------------------

Net Assets, end of period ($ x 1,000)                                                                 2,223

(1)  FROM DECEMBER 15, 1999 (COMMENCEMENT OF OPERATIONS) TO DECEMBER 31, 1999.

(2)  NOT ANNUALIZED.

                                                                                                          YEAR ENDED DECEMBER 31,

FOUNDERS GROWTH PORTFOLIO                                                                                1999            1998(1)
- ------------------------------------------------------------------------------------------------------------------------------------

PER-SHARE DATA ($)

Net asset value, beginning of period                                                                     15.90           12.50

 Investment operations:  Investment income -- net                                                     (.02)(2)              .01

                         Net realized and unrealized gain (loss) on investments                           5.79             3.39

 Total from investment operations                                                                         5.77             3.40

 Distributions:          Dividends from investment income -- net                                         (.01)               --

                         Dividends from net realized gain on investments                                (1.79)               --

 Total distributions                                                                                    (1.80)               --

 Net asset value, end of period                                                                          19.87            15.90

 Total return (%)                                                                                        39.01          27.20(3)
- ------------------------------------------------------------------------------------------------------------------------------------

RATIOS/SUPPLEMENTAL DATA

Ratio of expenses to average net assets (%)                                                               1.00            .25(3)

Ratio of net investment income to average net assets (%)                                                  (.11)           .05(3)

Decrease reflected in above expense ratios due to actions by Dreyfus (%)                                  1.33            .31(3)


Portfolio turnover rate (%)                                                                             115.08          75.65(3)
- ------------------------------------------------------------------------------------------------------------------------------------

Net assets, end of period ($ x 1,000)                                                                    7,485             2,544

(1)  FROM SEPTEMBER 30, 1998 (COMMENCEMENT OF OPERATIONS) TO DECEMBER 31, 1998.

(2)  BASED ON AVERAGE SHARES OUTSTANDING AT EACH MONTH END.

(3)  NOT ANNUALIZED.

[Page 46]
                                                                                                           YEAR ENDED DECEMBER 31,

FOUNDERS INTERNATIONAL EQUITY PORTFOLIO                                                                  1999            1998(1)
- ------------------------------------------------------------------------------------------------------------------------------------

PER-SHARE DATA ($)

Net asset value, beginning of period                                                                     14.36            12.50

 Investment operations:  Investment income (loss) -- net                                              (.02)(2)            (.01)

                         Net realized and unrealized gain (loss) on investments                           8.73             1.87

 Total from investment operations                                                                         8.71             1.86

 Distributions:          Dividends from net realized gain on investments                                (1.42)               --

 Net asset value, end of period                                                                          21.65            14.36

 Total return (%)                                                                                        60.69          14.88(3)
- ------------------------------------------------------------------------------------------------------------------------------------

RATIOS/SUPPLEMENTAL DATA

Ratio of expenses to average net assets (%)                                                               1.50             .38(3)

Ratio of investment (loss) to average net assets (%)                                                      (.11)          (.08)(3)

Decrease reflected in above expense ratios due to actions by Dreyfus (%)                                  2.27             .81(3)


Portfolio turnover rate (%)                                                                            190.80            29.25(3)
- ------------------------------------------------------------------------------------------------------------------------------------

Net assets, end of period ($ x 1,000)                                                                   4,608              2,297

(1)  FROM SEPTEMBER 30, 1998 (COMMENCEMENT OF OPERATIONS) TO DECEMBER 31, 1998.

(2)  BASED ON AVERAGE SHARES OUTSTANDING AT EACH MONTH END.

(3)  NOT ANNUALIZED.

YEAR ENDED DECEMBER 31,

FOUNDERS PASSPORT PORTFOLIO                                                                              1999              1998(1)
- ------------------------------------------------------------------------------------------------------------------------------------

PER-SHARE DATA ($)

Net asset value, beginning of period                                                                     14.46            12.50

 Investment operations:  Investment income (loss) -- net                                              (.10)(2)            .00(3)

                         Net realized and unrealized gain (loss) on investments                          11.04             1.97

 Total from investment operations                                                                        10.94             1.97

 Distributions:          Dividends from investment income -- net                                            --          (.00)(3)

                         Dividends from net realized gain on investments                                (1.58)            (.01)

 Total distributions                                                                                    (1.58)            (.01)

 Net asset value, end of period                                                                          23.82            14.46

 Total return (%)                                                                                        76.05          15.79(4)
- ------------------------------------------------------------------------------------------------------------------------------------

RATIOS/SUPPLEMENTAL DATA

Ratio of expenses to average net assets (%)                                                               1.50            .38(4)

Ratio of net investment income to average net assets (%)                                                  (.60)           .02(4)

Decrease reflected in above expense ratios due to actions by Dreyfus (%)                                  2.14            .30(4)


Portfolio turnover rate (%)                                                                             319.31           3.98(4)
- --------------------------------------------------------------------------------

Net assets, end of period ($ x 1,000)                                                                   14,836             5,788

(1)  FROM SEPTEMBER 30, 1998 (COMMENCEMENT OF OPERATIONS) TO DECEMBER 31, 1998.

(2)  BASED ON AVERAGE SHARES OUTSTANDING AT EACH MONTH END.

(3)  AMOUNT REPRESENTS LESS THAN $.01 PER SHARE.

(4)  NOT ANNUALIZED.

[Page 47]                                                   Financial Highlights


FINANCIAL HIGHLIGHTS (CONTINUED)

                                                                                                            PERIOD ENDED
                                                                                                             DECEMBER 31,
JAPAN PORTFOLIO                                                                                                 1999(1)
- ------------------------------------------------------------------------------------------------------------------------------------

PER-SHARE DATA ($)

Net asset value, beginning of period                                                                              12.50

Investment operations:  Investment income -- net                                                                    .00(2)

                         Net realized and unrealized gain (loss) on investments                                     .34

 Total from investment operations                                                                                   .34

 Net asset value, end of period                                                                                   12.84

 Total return (%)                                                                                                2.64(3)
- ------------------------------------------------------------------------------------------------------------------------------------

RATIOS/SUPPLEMENTAL DATA

Ratio of expenses to average net assets (%)                                                                       .07(3)

Ratio of net investment income to average net assets (%)                                                          .03(3)

Decrease reflected in above expense ratio due to actions by Dreyfus (%)                                          1.35(3)

Portfolio turnover rate (%)                                                                                        --
- ------------------------------------------------------------------------------------------------------------------------------------

Net assets, end of period ($ x 1,000)                                                                            2,054

(1)  FROM DECEMBER 15, 1999 (COMMENCEMENT OF OPERATIONS) TO DECEMBER 31, 1999.

(2)  AMOUNT REPRESENTS LESS THAN $.01 PER SHARE.

(3)  NOT ANNUALIZED.

                                                                                                           YEAR ENDED DECEMBER 31,

MIDCAP STOCK PORTFOLIO                                                                                    1999           1998(1)
- ------------------------------------------------------------------------------------------------------------------------------------

PER-SHARE DATA ($)

Net asset value, beginning of period                                                                      12.16           12.50

 Investment operations:  Investment income -- net                                                        .03(2)             .02

                         Net realized and unrealized gain (loss) on investments                           1.28            (.34)

 Total from investment operations                                                                         1.31            (.32)

 Distributions:          Dividends from investment income -- net                                         (.03)            (.02)

 Net asset value, end of period                                                                          13.44            12.16

 Total return (%)                                                                                        10.82        (2.53)(3)
- ------------------------------------------------------------------------------------------------------------------------------------

RATIOS/SUPPLEMENTAL DATA

Ratio of expenses to average net assets (%)                                                               .97            .67(3)

Ratio of net investment income to average net assets (%)                                                  .26            .18(3)

Decrease reflected in above expense ratios due to actions by Dreyfus (%)                                  .49            .60(3)


Portfolio turnover rate (%)                                                                            77.73           75.74(3)
- ------------------------------------------------------------------------------------------------------------------------------------

Net assets, end of period ($ x 1,000)                                                                 15,563            10,506

(1)  FROM MAY 1, 1998 (COMMENCEMENT OF OPERATIONS) TO DECEMBER 31,1998.

(2)  BASED ON AVERAGE SHARES OUTSTANDING AT EACH MONTH END.

(3)  NOT ANNUALIZED.

[Page 48}
                                                                                                             PERIOD ENDED
                                                                                                             DECEMBER 31,
TECHNOLOGY GROWTH PORTFOLIO                                                                                    1999(1)
- ------------------------------------------------------------------------------------------------------------------------------------

PER-SHARE DATA ($)

Net asset value, beginning of period                                                                             12.50

Investment operations:  Investment (loss)                                                                         (.02)(2)

                         Net realized and unrealized gain (loss) on investments                                    6.97

 Total from investment operations                                                                                  6.95

 Net asset value, end of period                                                                                   19.45

 Total return (%)                                                                                               55.60(3)
- ------------------------------------------------------------------------------------------------------------------------------------

RATIOS/SUPPLEMENTAL DATA

Ratio of expenses to average net assets (%)                                                                       .36(3)

Ratio of net investment (loss) income to average net assets (%)                                                 (.14)(3)

Decrease reflected in above expense ratio
due to actions by Dreyfus (%)                                                                                     .09(3)

Portfolio turnover rate (%)                                                                                     20.01(3)
- --------------------------------------------------------------------------------

Net assets, end of period ($ x 1,000)                                                                            65,707

(1)  FROM AUGUST 31, 1999 (COMMENCEMENT OF OPERATIONS) TO DECEMBER 31, 1999.

(2)  BASED ON AVERAGE SHARES OUTSTANDING AT EACH MONTH END.

(3)  NOT ANNUALIZED.
</TABLE>

[Page 49]                                                   Financial Highlights



                                                            Account Information

ACCOUNT POLICIES

Buying/Selling shares

PORTFOLIO  SHARES  MAY  BE  PURCHASED or sold (redeemed) by separate accounts of
participating  insurance  companies.  VA  contract holders and VLI policyholders
should  consult  the  prospectus  of  the  separate account of the participating
insurance company for more information about buying or selling portfolio shares.

THE PRICE FOR  PORTFOLIO  SHARES is the  portfolio's  NAV,  which is  generally
calculated  as of the close of trading on the New York Stock  Exchange  (usually
4:00 p.m. Eastern time) every day the exchange is open. Purchase and sale orders
from separate accounts  received in proper form by the  participating  insurance
company on a given  business day are priced at the NAV  calculated  on such day,
provided  the orders are  received by the  portfolio  in proper form on the next
business day. The  participating  insurance  company is responsible for properly
transmitting purchase and sale orders.

WIRE  PURCHASE  PAYMENTS  MAY  BE  MADE if the bank account of the participating
insurance  company  is  in  a  commercial  bank  that is a member of the Federal
Reserve  System  or any other bank having a correspondent bank in New York City.
Immediately  available  funds may be transmitted by wire to The Bank of New York
(DDA#8900375108/DREYFUS  INVESTMENT PORTFOLIOS: name of portfolio), for purchase
of portfolio shares. The wire must include the portfolio account number (for new
accounts,  a  taxpayer  identification  number  should  be included instead) and
account  registration  and  dealer  number,  if applicable, of the participating
insurance company.

CORE  BOND  PORTFOLIO  -- generally values investments by using available market
quotations  or  at  fair  value,  which may be determined by one or more pricing
services approved by the fund's board.

EACH  PORTFOLIO  OTHER  THAN CORE BOND PORTFOLIO -- Each portfolio's investments
are  generally  valued based on market value or, where market quotations are not
readily  available, based on fair value as determined in good faith by the board
of  trustees.  Foreign securities held by each of the Emerging Markets, European
Equity,  Founders  International  Equity, Founders Passport and Japan portfolios
may  trade on days when the portfolio does not calculate its NAV and thus affect
the portfolio's NAV on days when investors have no access to the portfolio.

[Page 50]

DISTRIBUTIONS AND TAXES

CORE  BOND  PORTFOLIO  --  usually pays dividends from its net investment income
once a month, and distributes any net capital gains it has realized once a year.

EACH PORTFOLIO OTHER THAN CORE BOND PORTFOLIO -- usually pays dividends from its
net investment income and distributes any net capital gains it has realized once
a year.

DISTRIBUTIONS  WILL  BE  REINVESTED  in  the  relevant  portfolio  unless  it is
instructed otherwise by a participating insurance company.

Since  each  portfolio' s shareholders are the participating insurance companies
and  their  separate  accounts, the tax treatment of dividends and distributions
will  depend  on  the  tax  status  of  the  participating  insurance  company.
Accordingly, no discussion is included as to the federal income tax consequences
to  VA  contract holders or VLI policyholders. For this information, VA contract
holders  and  VLI  policyholders should consult the applicable prospectus of the
separate account of the participating insurance company or their tax advisers.

Participating  insurance  companies  should  consult  their  tax  advisers about
federal, state and local tax consequences.

Who the shareholders are

The participating insurance companies and their separate accounts are the
shareholders of the portfolios. From time to time, a shareholder may own a
substantial number of portfolio shares. The sale of a large number of shares
could hurt the portfolio's net asset value per share (NAV).

[Page 51]                                                    Account Information


NOTES
[Page]

NOTES
[Page]

                                                           For More Information

Dreyfus Investment Portfolios
- ----------------------------------------

SEC file number:  811-08673

More information on the portfolios is available free upon request, including the
following:

Annual/Semiannual Report

Describes  each portfolio's performance, lists portfolio holdings and contains a
letter  from the portfolio manager discussing recent market conditions, economic
trends  and  portfolio  strategies  that  significantly affected the portfolio's
performance during the last fiscal year.

Statement of Additional Information (SAI)

Provides more details about the portfolios and their policies.  A current SAI is
on file with the Securities and Exchange Commission (SEC) and is incorporated by
reference (is legally considered part of this prospectus).

To obtain information:

BY TELEPHONE Call 1-800-554-4611 or 516-338-3300

BY MAIL  Write to:  The Dreyfus Family of Funds 144 Glenn Curtiss Boulevard
Uniondale, NY 11556-0144 Attn: Institutional Servicing

ON THE INTERNET  Text-only versions of certain fund documents can be viewed
online or downloaded from:

http://www.sec.gov

You can also obtain copies by visiting the SEC's Public Reference Room in
Washington, DC (for information, call 1-202-942-8090) or, after paying a
duplicating fee, by E-mail request to [email protected], or by writing to the
SEC's Public Reference Section, Washington, DC 20549-0102.

(c) 2000 Dreyfus Service Corporation
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