DREYFUS PREMIER EQUITY FUNDS INC
497, 1999-11-08
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Dreyfus Premier Growth and Income Fund

Investing in equity and debt securities for capital growth and current income

PROSPECTUS February 1, 1999

             As revised, November 8, 1999

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.



<PAGE>

The Fund

Dreyfus Premier Growth and Income Fund
- ---------------------------------

                                           Ticker Symbols CLASS A: PEGAX

                                                          CLASS B: PEGBX

                                                          CLASS C: DGICX

                                                          CLASS R: DRERX

Contents

The Fund
- --------------------------------------------------------------------------------

Goal/Approach                                                  INSIDE COVER

Main Risks                                                                1

Past Performance                                                          1

Expenses                                                                  2

Management                                                                3

Financial Highlights                                                      4

Your Investment
- --------------------------------------------------------------------------------

Account Policies                                                          6

Distributions and Taxes                                                   8

Services for Fund Investors                                               9

Instructions for Regular Accounts                                        10

Instructions for IRAs                                                    11

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

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

GOAL/APPROACH

The fund seeks long-term capital growth, current income and growth of income
consistent with reasonable investment risk. To pursue these goals, it invests in
stocks, bonds and money market instruments of domestic and foreign issuers. The
fund's stock investments may include common stocks, preferred stocks and
convertible securities.


The fund employs a "bottom-up" approach focusing primarily on low and moderately
priced stocks with market capitalizations of $1 billion or more at the time of
purchase. The portfolio manager uses fundamental analysis to create a broadly
diversified, value-tilted portfolio with a weighted average P/E ratio less than
that of the S&P 500, and a long-term projected earnings growth greater than that
of the S&P 500. The manager also considers balance sheet and income statement
items, such as return on equity and debt-to-capital ratios, as well as projected
dividend growth rates. The fund looks for companies with strong positions in
their industries that have the potential for something positive to happen,
including above-average earnings growth or positive changes in company
management or the industry.


The fund typically sells a security when it has met the price target established
by the manager; the original reason for purchasing the stock is no longer valid;
the company shows deteriorating fundamentals; or another more attractive
opportunity has been identified.

Concepts to understand

VALUE COMPANIES: companies that appear undervalued in terms of price relative to
other 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, such as new products or markets; opportunities for greater
market share; more effective management; positive changes in corporate structure
or market perception.

"BOTTOM-UP" APPROACH: an investment style that focuses on selecting outstanding
companies before looking at economic and industry trends.





MAIN RISKS

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

Midsize 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.

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

The fund may also invest in lower-rated convertible securities which have higher
credit risk. With this type of investment there is a greater likelihood that
interest and principal payments will not be made on a timely basis.

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

Other potential risks

The fund may invest in certain options, futures and foreign currencies. It may
also sell short, primarily to hedge its portfolio but also to increase returns;
however, at times these practices 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 fund's performance.

Because a relatively high percentage of the fund's assets may be invested in the
securities of a limited number of issuers, its performance may be more
vulnerable to changes in the market value of a single issuer or group of
issuers.

PAST PERFORMANCE

The first table shows how the performance of the fund's Class A shares has
varied from year to year. Sales loads are not reflected in that table; if they
were, returns would be less than those shown. The second compares the
performance of each share class over time to that of two widely recognized
unmanaged indexes of stock performance. The returns reflect any applicable sales
loads. Both tables assume the reinvestment of dividends and distributions. As
with all mutual funds, the past is not a prediction of the future.
- --------------------------------------------------------------------------------

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

                                        48.63  19.74   11.14
89    90    91    92    93    94    95     96     97      98


BEST QUARTER:                    Q1 '96                      +30.50%

WORST QUARTER:                   Q3 '98                      -12.26%
- --------------------------------------------------------------------------------

Average annual total return AS OF 12/31/98

<TABLE>
<CAPTION>


                                                                                                                       Inception
                                                    1 Year                            3 Years                         (12/29/95)
- ------------------------------------------------------------------------------------------------------------------------------------

<S>                                                  <C>                              <C>                               <C>
CLASS A                                              4.78%                            23.08%                            23.00%

CLASS B                                              6.32%                            23.88%                            23.79%

CLASS C                                              9.37%                            24.54%                            24.45%

CLASS R                                             11.26%                            26.07%                            25.98%

S&P 500((reg.tm)) INDEX                             28.60%                            28.23%                            28.23%*

WILSHIRE LARGE COMPANY
VALUE INDEX                                         11.25%                            20.29%                            20.29%*

* FOR COMPARATIVE PURPOSES, THE VALUE OF EACH INDEX ON 12/31/95 IS USED AS THE
  BEGINNING VALUE ON 12/29/95.
</TABLE>


What this fund is -- and isn't

This fund is a mutual fund: a pooled investment that is professionally managed
and gives you 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 this fund 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. You could lose money in this fund, but you also have the
potential to make money.

The Fund       1






<PAGE 1>

EXPENSES

As an investor, you pay certain fees and expenses in connection with the fund,
which are described in the tables below.

<TABLE>
<CAPTION>


Fee table

                                                                            CLASS A         CLASS B        CLASS C        CLASS R
- ------------------------------------------------------------------------------------------------------------------------------------

SHAREHOLDER TRANSACTION FEES (FEES PAID FROM YOUR ACCOUNT)

Maximum sales charge on purchases

<S>                                                                            <C>            <C>            <C>            <C>
AS A % OF OFFERING PRICE                                                       5.75           NONE           NONE           NONE

Maximum deferred sales charge (CDSC)

AS A % OF PURCHASE OR SALE PRICE, WHICHEVER IS LESS                            NONE*          4.00           1.00           NONE

Maximum account fee

CHARGED ONLY TO REGULAR ACCOUNTS WITH BALANCES BELOW $2,000


(SEE "YOUR INVESTMENT--ACCOUNT POLICIES")                                       $12            $12            $12            $12
- ------------------------------------------------------------------------------------------------------------------------------------

ANNUAL FUND OPERATING EXPENSES (EXPENSES PAID FROM FUND ASSETS)

% OF AVERAGE DAILY NET ASSETS

Management fees                                                                 .75            .75            .75            .75

12b-1 fee                                                                      NONE            .75            .75           NONE

Shareholder services fee                                                        .25            .25            .25           NONE

Other expenses                                                                  .26            .26            .22            .41
- ------------------------------------------------------------------------------------------------------------------------------------

TOTAL                                                                          1.26           2.01           1.97           1.16

* SHARES BOUGHT WITHOUT AN INITIAL SALES CHARGE AS PART OF AN INVESTMENT OF $1
  MILLION OR MORE MAY BE CHARGED A CDSC OF 1.00% IF REDEEMED WITHIN ONE YEAR.
</TABLE>

<TABLE>
<CAPTION>


Expense example

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

<S>                                            <C>                 <C>                  <C>                  <C>
CLASS A                                        $696                $952                 $1,227               $2,010

CLASS B
WITH REDEMPTION                                $604                $931                 $1,283               $1,967**
WITHOUT REDEMPTION                             $204                $631                 $1,083               $1,967**

CLASS C
WITH REDEMPTION                                $300                $618                 $1,063               $2,296
WITHOUT REDEMPTION                             $200                $618                 $1,063               $2,296

CLASS R                                        $118                $368                 $638                 $1,409

** ASSUMES CONVERSION OF CLASS B TO CLASS A AT END OF THE SIXTH YEAR FOLLOWING
   THE DATE OF PURCHASE.
</TABLE>


This example shows what you 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. Because actual
return and expenses will be different, the example is for comparison only.

Concepts to understand

MANAGEMENT FEE: the fee paid to Dreyfus for managing the fund's portfolio and
assisting in all aspects of its operation.

12B-1 FEE: the fee paid to Premier Mutual Fund Services, Inc., the fund's
distributor, to finance the sale of Class B and Class C shares. Because this fee
is paid out of the fund's assets on an ongoing basis, over time it will increase
the cost of your investment and may cost you more than paying other types of
sales charges.

SHAREHOLDER SERVICES FEE: a fee paid to the fund's distributor for shareholder
account service and maintenance.

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

2





<PAGE 2>

MANAGEMENT

The investment adviser for the fund is The Dreyfus Corporation, 200 Park Avenue,
New York, New York 10166. Founded in 1947, Dreyfus manages more than $120
billion in over 160 mutual fund portfolios. For the past fiscal year, the fund
paid Dreyfus a management fee at the annual rate of 0.75% of the fund's average
daily net assets. Dreyfus is the primary mutual fund business of Mellon
Financial Corporation, a broad-based financial services company with a bank at
its core. With more than $426 billion of assets under management and $2.0
trillion of assets under administration and custody, Mellon provides a full
range of banking, investment and trust products and services to individuals,
businesses and institutions. Mellon is headquartered in Pittsburgh,
Pennsylvania.

The Dreyfus asset management philosophy is based on the belief that discipline
and consistency are important to investment success. For each fund, the firm
seeks to establish clear guidelines for portfolio management and to be
systematic in making decisions. This approach is designed to provide each fund
with a distinct, stable identity.

Douglas Ramos, CFA, is the fund's primary portfolio manager, a position he has
held since joining Dreyfus in July 1997. Previously, he was a senior partner and
investment counselor for Loomis, Sayles & Company.

Dreyfus has a personal securities trading policy (the "Policy") which restricts
the personal securities transactions of its employees. Its primary purpose is to
ensure that personal trading by Dreyfus employees does not disadvantage any
Dreyfus-managed fund. Dreyfus portfolio managers and other investment personnel
who comply with the Policy's preclearance and disclosure procedures may be
permitted to purchase, sell or hold certain types of securities which also may
be or are held in the fund(s) they advise.

Concepts to understand

YEAR 2000 ISSUES: the fund could be adversely affected if the computer systems
used by Dreyfus and the fund's other service providers do not properly process
and calculate date-related information from and after January 1, 2000.

Dreyfus is working to avoid year 2000-related problems in its systems and to
obtain assurances from other service providers that they are taking similar
steps. In addition, issuers of securities in which the fund invests may be
adversely affected by year 2000-related problems. This could have an impact on
the value of the fund's investments and its share price.

The Fund       3



<PAGE 3>

FINANCIAL HIGHLIGHTS

The following tables describe the performance of each share class for the fiscal
periods indicated. "Total return" shows how much your investment in the fund
would have increased (or decreased) during each period, assuming you had
reinvested all dividends and distributions. These figures have been
independently audited by Ernst & Young LLP, whose report, along with the fund's
financial statements, is included in the annual report.

<TABLE>
<CAPTION>


                                                                                                      YEAR ENDED SEPTEMBER 30,

 CLASS A                                                                                          1998        1997        1996(1)
- ------------------------------------------------------------------------------------------------------------------------------------

PER-SHARE DATA ($)

<S>                                                                                               <C>         <C>          <C>
 Net asset value, beginning of period                                                             20.94       18.45        12.50

 Investment operations:  Investment income -- net                                                   .10         .24          .10

                         Net realized and unrealized gain (loss) on investments                  (1.44)        3.39         5.94

 Total from investment operations                                                                (1.34)        3.63         6.04

 Distributions:          Dividends from investment income -- net                                  (.05)       (.25)        (.09)

                         Dividends from net realized gain on investments                         (2.16)       (.89)           --

 Total distributions                                                                             (2.21)      (1.14)        (.09)

 Net asset value, end of period                                                                   17.39       20.94        18.45

 Total return (%)(2)                                                                             (7.00)       20.90     48.24(3)
- ------------------------------------------------------------------------------------------------------------------------------------

RATIOS/SUPPLEMENTAL DATA

 Ratio of expenses to average net assets (%)                                                       1.25        1.24       .94(3)

 Ratio of net investment income to average net assets (%)                                           .47        1.27       .92(3)

 Decrease reflected in above expense ratios due to actions by Dreyfus (%)                           .01         .11       .30(3)

 Portfolio turnover rate (%)                                                                     133.00      265.33    205.64(3)
- ------------------------------------------------------------------------------------------------------------------------------------

 Net assets, end of period ($ x 1,000)                                                           31,824      42,309       30,330
</TABLE>


<TABLE>
<CAPTION>


                                                                                                     YEAR ENDED SEPTEMBER 30,

 CLASS B                                                                                         1998        1997        1996(1)
- ------------------------------------------------------------------------------------------------------------------------------------

PER-SHARE DATA ($)

<S>                                                                                               <C>         <C>          <C>
 Net asset value, beginning of period                                                             20.85       18.37        12.50

 Investment operations:  Investment income (loss) -- net                                          (.06)         .10          .03

                         Net realized and unrealized gain (loss) on investments                  (1.41)        3.38         5.87

 Total from investment operations                                                                (1.47)        3.48         5.90

 Distributions:          Dividends from investment income -- net                                     --       (.11)        (.03)

                         Dividends from net realized gain on investments                         (2.16)       (.89)           --

 Total distributions                                                                             (2.16)      (1.00)        (.03)

 Net asset value, end of period                                                                   17.22       20.85        18.37

 Total return (%)(2)                                                                             (7.69)       20.08     47.14(3)
- ------------------------------------------------------------------------------------------------------------------------------------

RATIOS/SUPPLEMENTAL DATA

 Ratio of expenses to average net assets (%)                                                       2.00        2.00      1.52(3)

 Ratio of net investment income (loss) to average net assets (%)                                  (.28)         .50       .34(3)

 Decrease reflected in above expense ratios due to actions by Dreyfus (%)                           .01         .11       .30(3)

 Portfolio turnover rate (%)                                                                     133.00      265.33    205.64(3)
- ------------------------------------------------------------------------------------------------------------------------------------

 Net assets, end of period ($ x 1,000)                                                           59,144      69,330       37,534

(1)  FROM DECEMBER 29, 1995 (COMMENCEMENT OF OPERATIONS) TO SEPTEMBER 30, 1996.

(2)  EXCLUSIVE OF SALES LOAD.

(3)  NOT ANNUALIZED.
</TABLE>


4



<PAGE 4>
<TABLE>
<CAPTION>


                                                                                                     YEAR ENDED SEPTEMBER 30,

 CLASS C                                                                                         1998        1997        1996(1)
- ------------------------------------------------------------------------------------------------------------------------------------

PER-SHARE DATA ($)

<S>                                                                                              <C>          <C>          <C>
 Net asset value, beginning of period                                                            20.87        18.40        12.50

 Investment operations:  Investment income (loss) -- net                                         (.06)          .09          .03

                         Net realized and unrealized gain (loss) on investments                 (1.41)         3.38         5.88

 Total from investment operations                                                               (1.47)         3.47         5.91

 Distributions:          Dividends from investment income -- net                                    --        (.11)        (.01)

                         Dividends from net realized gain on investments                        (2.16)        (.89)           --

 Total distributions                                                                            (2.16)       (1.00)        (.01)

 Net asset value, end of period                                                                  17.24        20.87        18.40

 Total return (%)(2)                                                                            (7.63)        19.89     47.27(3)
- ------------------------------------------------------------------------------------------------------------------------------------

RATIOS/SUPPLEMENTAL DATA

 Ratio of expenses to average net assets (%)                                                      1.96         2.00      1.52(3)

 Ratio of net investment income (loss) to average net assets (%)                                 (.25)          .52       .30(3)

 Decrease reflected in above expense ratios due to actions by Dreyfus (%)                          .01          .11       .30(3)

 Portfolio turnover rate (%)                                                                    133.00       265.33    205.64(3)
- ------------------------------------------------------------------------------------------------------------------------------------

 Net assets, end of period ($ x 1,000)                                                           3,670        5,340        2,642
</TABLE>

<TABLE>
<CAPTION>


                                                                                                     YEAR ENDED SEPTEMBER 30,

 CLASS R                                                                                         1998        1997        1996(1)
- ------------------------------------------------------------------------------------------------------------------------------------

PER-SHARE DATA ($)

<S>                                                                                               <C>         <C>          <C>
 Net asset value, beginning of period                                                             21.11       18.42        12.50

 Investment operations:  Investment income -- net                                                   .07         .20          .43

                         Net realized and unrealized gain (loss) on investments                  (1.40)        3.67         5.61

 Total from investment operations                                                                (1.33)        3.87         6.04

 Distributions:          Dividends from investment income -- net                                  (.10)       (.29)        (.12)

                         Dividends from net realized gain on investments                         (2.16)       (.89)           --

 Total distributions                                                                             (2.26)      (1.18)        (.12)

 Net asset value, end of period                                                                   17.52       21.11        18.42

 Total return (%)                                                                                 (6.89)       22.25      48.38(3)
- ------------------------------------------------------------------------------------------------------------------------------------

RATIOS/SUPPLEMENTAL DATA

 Ratio of expenses to average net assets (%)                                                       1.15         .99        .79(3)

 Ratio of net investment income to average net assets (%)                                           .57        1.50       1.01(3)

 Decrease reflected in above expense ratios due to actions by Dreyfus (%)                           .01         .12        .30(3)

 Portfolio turnover rate (%)                                                                     133.00      265.33     205.64(3)
- ------------------------------------------------------------------------------------------------------------------------------------

 Net assets, end of period ($ x 1,000)                                                              265         259          174

(1)  FROM DECEMBER 29, 1995 (COMMENCEMENT OF OPERATIONS) TO SEPTEMBER 30, 1996.

(2)  EXCLUSIVE OF SALES LOAD.

(3)  NOT ANNUALIZED.
</TABLE>


The Fund       5

<PAGE 5>


Your Investment

ACCOUNT POLICIES

THE DREYFUS PREMIER FUNDS are designed primarily for people who are investing
through a third party, such as a bank, broker-dealer or financial adviser, or in
a 401(k) or other retirement plan. Third parties with whom you open a fund
account  may impose policies, limitations and fees which are different from
those described here.

YOU WILL NEED TO CHOOSE A SHARE CLASS before making your initial investment. In
making your choice, you should weigh the impact of all potential costs over the
length of your investment, including sales charges and annual fees. For example,
in some cases, it can be more economical to pay an initial sales charge than to
choose a class with no initial sales charge but higher annual fees and a CDSC.

*   CLASS A shares may be appropriate for investors who prefer to pay the
fund's sales charge up front rather than upon the sale of their shares, want to
take advantage of the reduced sales charges available on larger investments
and/or have a longer-term investment horizon

*   CLASS B shares may be appropriate for investors who wish to avoid a
front-end sales charge, put 100% of their investment dollars to work immediately
and/or have a longer-term investment horizon

*   CLASS C shares may be appropriate for investors who wish to avoid a
front-end sales charge, put 100% of their investment dollars to work immediately
and/or have a shorter-term investment horizon

* CLASS R shares are designed for eligible institutions on behalf of
their clients. Individuals may not purchase these shares
directly.

Your financial representative can help you choose the share class that is
appropriate for you.

Share class charges

EACH SHARE CLASS has its own fee structure. In some cases, you may not have to
pay a sales charge to buy or sell shares.  Consult your financial representative
or the SAI to see if this may apply to you. Shareholders owning shares on or
prior to November 30, 1996, may be eligible for lower sales loads.
- --------------------------------------------------------------------------------

Sales charges

CLASS A -- CHARGED WHEN YOU BUY SHARES

                                    Sales charge           Sales charge as
                                    deducted as a %        a % of your
Your investment                     of offering price      net investment
- --------------------------------------------------------------------------------

Up to $49,999                         5.75%                 6.10%

$50,000 -- $99,999                    4.50%                 4.70%

$100,000 -- $249,999                  3.50%                 3.60%

$250,000 -- $499,999                  2.50%                 2.60%

$500,000 -- $999,999                  2.00%                 2.00%

$1 million or more*                   0.00%                 0.00%

* A 1.00% contingent deferred sales charge may be charged on any shares sold
within one year of purchase (except shares bought through reinvestment).
- --------------------------------------------------------------------------------

CLASS B -- CHARGED WHEN YOU SELL SHARES

                                    Contingent deferred sales charge
Time since you bought               as a % of your initial investment or
the shares you are selling          your redemption (whichever is less)
- --------------------------------------------------------------------------------

Up to 2 years                       4.00%

2 -- 4 years                        3.00%

4 -- 5 years                        2.00%

5 -- 6 years                        1.00%

More than 6 years                   Shares will automatically
                                    convert to Class A

Class B shares also carry an annual Rule 12b-1 fee of 0.75% of the class's
average daily net assets.
- --------------------------------------------------------------------------------

CLASS C -- CHARGED WHEN YOU SELL SHARES

A 1.00% CDSC is imposed on redemptions made within the first year of purchase.
Class C shares also carry an annual Rule 12b-1 fee of 0.75% of the class's
average daily net assets.
- --------------------------------------------------------------------------------

CLASS R -- NO SALES LOAD OR RULE 12B-1 FEES

Reduced Class A sales charge

LETTER OF INTENT: lets you purchase Class A shares over a 13-month period and
receive the same sales charge as if all shares had been purchased at once.

RIGHT OF ACCUMULATION: lets you add the value of any Class A, B or C shares in
this fund or any other Dreyfus Premier fund sold with a sales load that you
already own to the amount of your next Class A investment for purposes of
calculating the sales charge.

CONSULT THE STATEMENT OF ADDITIONAL INFORMATION (SAI) OR YOUR FINANCIAL
REPRESENTATIVE FOR MORE DETAILS.

6




<PAGE 6>

Buying shares

THE NET ASSET VALUE (NAV) of each class is generally calculated as of the close
of trading on the New York Stock Exchange ("NYSE") (usually 4:00 p.m. Eastern
time) every day the exchange is open. Your order will be priced at the NAV next
calculated after your order is accepted by the fund's transfer agent or other
entity authorized to accept orders on behalf of the fund. The fund's investments
are valued based on market value or, where market quotations are not readily
available, based on fair value as determined in good faith by the fund's board.

ORDERS TO BUY AND SELL SHARES RECEIVED BY DEALERS by the close of trading on the
NYSE and transmitted to the distributor or its designee by the close of its
business day (normally 5:15 p.m. Eastern time) will be based on the NAV
determined as of the close of trading on the NYSE that day.
- --------------------------------------------------------------------------------

Minimum investments

                                   Initial            Additional
- --------------------------------------------------------------------------------

REGULAR ACCOUNTS                   $1,000             $100; $500 FOR
                                                      TELETRANSFER INVESTMENTS

TRADITIONAL IRAS                   $750               NO MINIMUM

SPOUSAL IRAS                       $750               NO MINIMUM

ROTH IRAS                          $750               NO MINIMUM

EDUCATION IRAS                     $500               NO MINIMUM
                                                      AFTER THE FIRST YEAR

DREYFUS AUTOMATIC                  $100               $100
INVESTMENT PLANS

All investments must be in U.S. dollars. Third-party checks cannot be accepted.
You may be charged a fee for any check that does not clear. Maximum TeleTransfer
purchase is $150,000 per day.

Concepts to understand

NET ASSET VALUE (NAV): the market value of one share, computed by dividing the
total net assets of a fund or class by its shares outstanding. The fund's Class
A shares are offered to the public at NAV plus a sales charge. Classes B, C and
R are offered at NAV, but Classes B and C are subject to higher annual
distribution fees and a sales charge upon redemption.

Selling shares

YOU MAY SELL SHARES AT ANY TIME through your financial representative, or you
can contact the fund directly. Your shares will be sold at the next NAV
calculated after your order is accepted by the fund's transfer agent or other
entity authorized to accept orders on behalf of the fund. Any certificates
representing fund shares being sold must be returned with your redemption
request. Your order will be processed promptly and you will generally receive
the proceeds within a week.

TO KEEP YOUR CDSC AS LOW AS POSSIBLE, each time you request to sell shares we
will first sell shares that are not subject to a CDSC, and then those subject to
the lowest charge. The CDSC is based on the lesser of the original purchase cost
or the current market value of the shares being sold, and is not charged on
shares you acquired by reinvesting your dividends. There are certain instances
when you may qualify to have the CDSC waived. Consult the Statement of
Additional Information for details.

BEFORE SELLING RECENTLY PURCHASED SHARES, please note that if the fund has not
yet collected payment for the shares you are selling, it may delay sending the
proceeds for up to eight business days or until it has collected payment.

Written sell orders

Some circumstances require written sell orders along with signature guarantees.
These include:

*  amounts of $1,000 or more on accounts whose address has been changed
   within the last 30 days

*  requests to send the proceeds to a different payee or address

Written sell orders of $100,000 or more must also be signature guaranteed.

A SIGNATURE GUARANTEE helps protect against fraud. You can obtain one from most
banks or securities dealers, but not from a notary public. For joint accounts,
each signature must be guaranteed. Please call us to ensure that your signature
guarantee will be processed correctly.

Your Investment       7



<PAGE 7>

ACCOUNT POLICIES (CONTINUED)

General policies

UNLESS YOU DECLINE TELEPHONE PRIVILEGES on your application, you may be
responsible for any fraudulent telephone order as long as Dreyfus takes
reasonable measures to verify the order.

THE FUND RESERVES THE RIGHT TO:

*   refuse any purchase or exchange request that could adversely affect the
fund or its operations, including those from any individual or group who, in the
fund's view, is likely to engage  in excessive trading (usually defined as more
than four exchanges out of the fund within a  calendar year)

*   refuse any purchase or exchange request in excess of 1% of the fund's
total assets

*   change or discontinue its exchange privilege, or temporarily suspend
this privilege during unusual market conditions

*   change its minimum investment amounts

*   delay sending out redemption proceeds for up to seven days (generally
applies only in cases of very large redemptions, excessive trading or during
unusual market conditions)

The fund also reserves the right to make a "redemption in kind" -- payment in
portfolio securities rather than cash -- if the amount you are redeeming is
large enough to affect fund operations  (for example, if it represents more than
1% of the fund's assets).

Small account policies

To offset the relatively higher costs of servicing smaller accounts, the fund
charges regular accounts with balances below $2,000 an annual fee of $12. The
fee will be imposed during the fourth quarter of each calendar year.

The fee will be waived for: any investor whose aggregate Dreyfus mutual fund
investments total at least $25,000; IRA accounts; accounts participating in
automatic investment programs; accounts opened through a financial institution.

If your account falls below $500, the fund may ask you to increase your balance.
If it is still below $500 after 45 days, the fund may close your account and
send you the proceeds.




DISTRIBUTIONS AND TAXES

THE FUND GENERALLY PAYS ITS SHAREHOLDERS quarterly dividends from its net
investment income, and  distributes any net capital gains that it has realized
once a year. Each share class will generate a different dividend because each
has different expenses. Your distributions will be reinvested in the fund unless
you instruct the fund otherwise. There are no fees or sales charges on
reinvestments.

FUND DIVIDENDS AND DISTRIBUTIONS ARE TAXABLE to most investors (unless your
investment is in an IRA or other tax-advantaged account). The tax status of any
distribution is the same regardless of how long you have been in the fund and
whether you reinvest your distributions or take them in cash. In general,
distributions are taxable as follows:
- --------------------------------------------------------------------------------

Taxability of distributions

Type of                       Tax rate for          Tax rate for

distribution                  15% bracket           28% bracket or above
- --------------------------------------------------------------------------------

INCOME                        ORDINARY              ORDINARY
DIVIDENDS                     INCOME RATE           INCOME RATE

SHORT-TERM                    ORDINARY              ORDINARY
CAPITAL GAINS                 INCOME RATE           INCOME RATE

LONG-TERM
CAPITAL GAINS                 10%                   20%

Because everyone's tax situation is unique, always consult your tax professional
about federal, state and local tax consequences.


Taxes on transactions

Except between tax-deferred accounts, any sale or exchange of fund shares may
generate a tax liability. Of course, withdrawals or distributions from
tax-deferred accounts are taxable when received.

The table above can provide a guide for potential tax liability when selling or
exchanging fund shares. "Short-term capital gains" applies to fund shares sold
up to 12 months after buying them. "Long-term capital gains" applies to shares
sold after 12 months.

8




<PAGE 8>

SERVICES FOR FUND INVESTORS

THE THIRD PARTY THROUGH WHOM YOU PURCHASED fund shares may impose different
restrictions on these services and privileges offered by the fund, or may not
make them available at all.  Consult your financial representative for more
information on the availability of these services and privileges.

Automatic services

BUYING OR SELLING SHARES AUTOMATICALLY is easy with the services described
below.  With each service, you select a schedule and amount, subject to certain
restrictions. You can set up most of these services with your application, or by
calling your financial representative or 1-800-554-4611.
- --------------------------------------------------------------------------------

For investing

DREYFUS AUTOMATIC               For making automatic investments
ASSET BUILDER((reg.tm))         from a designated bank account.

DREYFUS GOVERNMENT              For making automatic investments
DIRECT DEPOSIT                  from your federal employment,
PRIVILEGE                       Social Security or other regular
                                federal government check.

DREYFUS DIVIDEND                For automatically reinvesting the
SWEEP                           dividends and distributions from
                                one Dreyfus fund into another
                                (not available for IRAs).
- --------------------------------------------------------------------------------

For exchanging shares

DREYFUS AUTO-                   For making regular exchanges
EXCHANGE PRIVILEGE              from one Dreyfus fund into
                                another.
- --------------------------------------------------------------------------------

For selling shares

DREYFUS AUTOMATIC               For making regular withdrawals
WITHDRAWAL PLAN                 from most Dreyfus funds. There will  be no CDSC
                                on Class B shares, as long as the amounts
                                withdrawn do not exceed 12% annually
                                of the account value at the time the
                                shareholder elects to participate in the plan.

Exchange privilege

YOU CAN EXCHANGE SHARES WORTH $500 OR MORE (no minimum for retirement accounts)
from one class of the fund into the same class of another Dreyfus Premier fund.
You can request your exchange by contacting your financial representative. Be
sure to read the current prospectus for any fund into which you are exchanging
before investing. Any new account established through an exchange will generally
have the same privileges as your original account (as long as they are
available). There is currently no fee for exchanges, although you may be charged
a sales load when exchanging into any fund that has a higher one.

TeleTransfer privilege

TO MOVE MONEY BETWEEN YOUR BANK ACCOUNT and your Dreyfus fund account with a
phone call, use the TeleTransfer privilege. You can set up TeleTransfer on your
account by providing bank account information and following the instructions on
your application, or contact your financial representative.

Reinvestment privilege

UPON WRITTEN REQUEST, YOU CAN REINVEST up to the number of Class A or B shares
you redeemed within 45 days of selling them at the current share price without
any sales charge. If you paid a CDSC, it will be credited back to your account.
This privilege may be used only once.

Account statements

EVERY FUND INVESTOR automatically receives regular account statements. You'll
also be sent a yearly statement detailing the tax characteristics of any
dividends and distributions you have received.

Your Investment       9




<PAGE 9>

INSTRUCTIONS FOR REGULAR ACCOUNTS

TO OPEN AN ACCOUNT

In Writing

Complete the application.

Mail your application and a check to:
Name of Fund
P.O. Box 6587,
Providence, RI 02940-6587
Attn: Institutional Processing


By Telephone

WIRE  Have your bank send your
investment to The Bank of New York,
with these instructions:
* ABA# 021000018
* DDA# 8900276320
* the fund name
* the share class
* your Social Security or tax ID number
* name(s) of investor(s)
* dealer number if applicable

Call us to obtain an account number.
Return your application with the account
number on the application.


Automatically

WITH AN INITIAL INVESTMENT Indicate
on your application which automatic
service(s) you want. Return your
application with your investment.




TO ADD TO AN ACCOUNT

Fill out an investment slip, and write
your account number on your check.

Mail the slip and the check to:
Name of Fund
P.O. Box 6587, Providence, RI 02940-6587
Attn: Institutional Processing


WIRE Have your bank send your
investment to The Bank of New York,
with these instructions:
* ABA# 021000018
* DDA# 8900276320
* the fund name
* the share class
* your account number
* name(s) of investor(s)
* dealer number if applicable

ELECTRONIC CHECK Same as wire, but before
your account number insert "1111"

TELETRANSFER Request TeleTransfer on your
application. Call us to request your
transaction.




ALL SERVICES Call us or your financial
representative to request a form to add
any automatic investing service (see
"Services for Fund Investors"). Complete
and return the form along with any other
required materials.




TO SELL SHARES

Write a letter of instruction that includes:
* your name(s) and signature(s)
* your account number
* the fund name
* the dollar amount you want to sell
* how and where to send the proceeds

Obtain a signature guarantee or other
documentation, if required (see page 7).

Mail your request to:
The Dreyfus Family of Funds
P.O. Box 6587, Providence, RI 02940-6587
Attn: Institutional Processing

WIRE  Call us or your financial representative
to request your transaction. Be sure the fund
has your bank account information on file.
Proceeds will be wired to your bank.

TELETRANSFER  Call us or your financial
representative to request your transaction.
Be sure the fund has your bank account
information on file. Proceeds will be sent to
your bank by electronic check.

CHECK  Call us or your financial representative
to request your transaction. A check will be
sent to the address of record.



AUTOMATIC WITHDRAWAL PLAN  Call us or your
financial representative to request a form to
add the plan. Complete the form, specifying
the amount and frequency of withdrawals you
would like.

Be sure to maintain an account balance of
$5,000 or more.



To open an account, make subsequent investments or to sell shares, please
contact your financial representative  or call toll free in the U.S.
1-800-554-4611. Make checks payable to: THE DREYFUS FAMILY OF FUNDS


Concepts to understand

WIRE TRANSFER: for transferring money from one financial institution to another.
Wiring is the fastest way to move money, although your bank may charge a fee to
send or receive wire transfers. Wire redemptions from the fund are subject to a
$1,000 minimum.

ELECTRONIC CHECK: for transferring money out of a bank account. Your transaction
is entered electronically, but may take up to eight business days to clear.
Electronic checks usually are available without a fee at all Automated Clearing
House (ACH) banks.

10






<PAGE 10>

INSTRUCTIONS FOR IRAS

TO OPEN AN ACCOUNT

In Writing

Complete an IRA application, making sure
to specify the fund name and to indicate
the year the contribution is for.

Mail your application and a check to:
The Dreyfus Trust Company, Custodian
P.O. Box 6427, Providence, RI 02940-6427
Attn: Institutional Processing


By Telephone


Automatically




TO ADD TO AN ACCOUNT

Fill out an investment slip, and write your
account number on your check. Indicate
the year the contribution is for.

Mail in the slip and the check to:
The Dreyfus Trust Company, Custodian
P.O. Box 6427, Providence, RI 02940-6427
Attn: Institutional Processing


WIRE  Have your bank send your
investment to The Bank of New York,
with these instructions:
* ABA# 021000018
* DDA# 8900276320
* the fund name
* the share class
* your account number
* name of investor
* the contribution year
* dealer number if applicable

ELECTRONIC CHECK  Same as wire, but before
your account number insert "1111"



ALL SERVICES Call us or your financial
representative to request a form to add
any automatic investing service (see
"Services for Fund Investors"). Complete
and return the form along with any other
required materials. All contributions
will count as current year.



TO SELL SHARES

Write a letter of instruction that includes:
* your name and signature
* your account number and fund name
* the dollar amount you want to sell
* how and where to send the proceeds
* whether the distribution is qualified or premature
* whether the 10% TEFRA should be withheld

Obtain a signature guarantee or other
documentation, if required (see page 7).

Mail in your request to:
The Dreyfus Trust Company
P.O. Box 6427, Providence, RI 02940-6427
Attn: Institutional Processing


SYSTEMATIC WITHDRAWAL PLAN  Call us to
request instructions to establish the plan.

For information and assistance, contact your financial representative or call
toll free in the U.S. 1-800-554-4611. Make checks payable to: THE DREYFUS TRUST
COMPANY, CUSTODIAN

Your Investment       11








<PAGE 11>

NOTES

<PAGE>

[Application page 1
<PAGE>


[Application page 2]



<PAGE>

NOTES

<PAGE>


NOTES

<PAGE>


NOTES

<PAGE>


For More Information

Dreyfus Premier Growth and Income Fund

A Series of Dreyfus Premier Equity Funds, Inc.
- --------------------------------------

SEC file number:  811-2488

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

Annual/Semiannual Report

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

Statement of Additional Information (SAI)

Provides more details about the fund and its 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 your financial representative or 1-800-554-4611

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

ON THE INTERNET  Text-only versions of 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 (phone 1-800-SEC-0330) or by sending your request and a
duplicating fee to the SEC's Public Reference Section, Washington, DC
20549-6009.

(c) 1999, Dreyfus Service Corporation                       320P1199




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