DREYFUS PREMIER EQUITY FUNDS INC, 497, 1999-02-08

DREYFUS PREMIER EQUITY FUNDS INC
497, 1999-02-08

Previous: NORTH AMERICAN GAMING & ENTERTAINMENT CORP, 8-K, 1999-02-08

Next: R H DONNELLEY CORP, SC 13G/A, 1999-02-08

Dreyfus Premier Aggressive Growth Fund

Investing in growth companies for capital appreciation

PROSPECTUS February 1, 1999

(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.

<PAGE>

The Fund

Dreyfus Premier Aggressive Growth Fund
---------------------------------
Ticker Symbols CLASS A: DRLEX
CLASS B: DAGBX
CLASS C: DAGCX
CLASS R: DAGRX

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 capital growth. To pursue this goal, it invests at least 65%
of total assets in the stocks of growth companies of any size, including
small-, mid- and large-capitalization companies. The fund's stock
investments may include common stocks, preferred stocks and convertible
securities. Up to 30% of the fund's assets may be invested in foreign
securities.

In choosing stocks, the fund uses a "bottom-up" approach that emphasizes
individual stock selection over economic and industry trends. In particular,
the fund looks for companies with strong management, innovative products and
services, superior industry positions and the potential for strong earnings
growth rates. When companies that meet those criteria have been identified,
the manager analyzes their financial condition and evaluates the
sustainability of their growth rates.

While the fund looks for companies with the potential for strong earnings
growth rates, some of the fund's investments may currently be experiencing
losses. Further, the fund may invest in securities in all available trading
markets, including initial public offerings and the after-market.

The fund typically sells securities when there is an expected or actual
change in long-term growth prospects, valuation levels have become extreme
or there are superior alternative investments.

Concepts to understand

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.

SMALL AND MIDSIZE COMPANIES: companies with market capitalizations under $5
billion. These companies, especially those with smaller caps, tend to grow
faster than large companies and typically use profits for expansion rather
than to pay dividends. They're more volatile than larger companies and fail
more often.

INSIDE COVER

<PAGE>

MAIN RISKS

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

Small and midcap companies carry additional risks because their earnings are
less predictable, their share prices more volatile and their securities less
liquid than those of larger, more established companies. Some of the fund's
investments will rise and fall based on investor perception rather than
economics. Other investments are made in anticipation of future products,
services or events. If these products, services or events are delayed or
cancelled, the company's stock price could drop dramatically.

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.

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 have the effect of reducing the benefit
from any upswing in the market.

Other potential risks

The fund may invest in certain derivatives, such as options and futures, and
in foreign currencies. It may also sell short. These practices are used
primarily to hedge the fund's portfolio but also to increase returns. There
is the risk that such 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.

At times, the fund may engage in short-term trading, which could produce
higher brokerage costs and taxable distributions.

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

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 the S&P 500((reg.tm)),
a widely recognized unmanaged index 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 (%)

BEST QUARTER: Q4 '98 21.23%

WORST QUARTER: Q3 '98 -33.02%
- ----------------------------------------------------------------------------

Average annual total return AS OF 12/31/98

Since
Inception date 1 Year 5 Years 10 Years Inception
- ----------------------------------------------------------------------------
CLASS A (6/23/69) -34.84% -10.58% 0.93% ---

CLASS B (1/3/96) -34.14% -- --- 17.86%

CLASS C (1/3/96) -31.71% -- --- 16.82%

CLASS R (1/3/96) -31.22% -- --- 16.37%

S&P 500(R)
INDEX 28.60% 24.05% 19.19% 28.23%*

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>

EXPENSES

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

Fee table
<TABLE>
<CAPTION>

CLASS A CLASS B CLASS C CLASS R
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
SHAREHOLDER TRANSACTION FEES (FEES PAID FROM YOUR ACCOUNT)

Maximum sales charge on purchases

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
- -------------------------------------------------------------------------------------------------------------------------

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 .43 .53 .71 .98
- --------------------------------------------------------------------------------------------------------------------------

TOTAL 1.43 2.28 2.46 1.73

* 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.

Expense example

1 Year 3 Years 5 Years 10 Years
- ------------------------------------------------------------------------------------------------------------------------
CLASS A $712 $1,001 $1,312 $2,190

CLASS B
WITH REDEMPTION $631 $1,012 $1,420 $2,206**
WITHOUT REDEMPTION $231 $ 712 $1,220

CLASS C
WITH REDEMPTION $349 $ 767 $1,311 $2,796
WITHOUT REDEMPTION $249 $ 767 $1,311 $2,796

CLASS R $176 $ 545 $ 939 $2,041

** 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.

<PAGE>

MANAGEMENT

The investment adviser for the fund is The Dreyfus Corporation, 200 Park
Avenue, New York, New York 10166. Founded in 1947, Dreyfus manages one of
the nation's leading mutual fund complexes, with more than $117 billion in
more than 160 mutual fund portfolios. Dreyfus is the mutual fund business of
Mellon Bank Corporation, a broad-based financial services company with a
bank at its core. With more than $350 billion of assets under management
and $1.7 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. Its mutual fund companies place
Mellon as the leading bank manager of mutual funds. 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.

Paul A. LaRocco has managed the fund since April 1998. He has been employed
by Dreyfus since April 1998 and, since March 1998, as a Vice President of
Investments of Founders Asset Management LLC, an affiliate of The Dreyfus
Corporation. For the previous five years, Mr. LaRocco was a Vice President
and Portfolio Manager with Oppenheimer Funds, Inc.

The fund is currently a defendant in two litigations. One action is pending
in New York State Supreme Court, County of New York, and was instituted on
August 25, 1998 by David M. Schoenfeld, on behalf of himself and others who
were shareholders in the fund between August 1, 1995 and June 8, 1998. He
brings the action against the fund, The Dreyfus Corporation, Michael L.
Schonberg and the fund's Board members. Plaintiff alleges that Michael L.
Schonberg, the fund's primary portfolio manager prior to April 1998,
invested fund assets in securities which did not meet the fund's purported
criteria for "growth stocks," and that Mr. Schonberg engaged in a mutually
beneficial scheme with a broker/dealer which resulted in artificial gains
for certain securities in which the fund invested. Finally, the plaintiff
claims that the fund improperly invested in securities that Mr. Schonberg
had previously invested in. Plaintiff seeks compensatory damages, and costs
and expenses for pursuing this litigation. On October 30, 1998, defendants
filed a motion to dismiss.

The other action is pending in the United States District Court, Southern
District of New York. The action was consolidated on November 12, 1998 from
a number of complaints brought by persons and entities, on behalf of
themselves and others who were shareholders of the fund and Dreyfus
Aggressive Growth Fund (collectively, the "funds") between November 1, 1995
and June 8, 1998. Plaintiffs have also named as defendants the Dreyfus
Premier Equity Funds, Inc., Dreyfus Growth and Value Funds, Inc., The
Dreyfus Corporation and Michael L. Schonberg. Plaintiffs allege Mr.
Schonberg used his position as primary portfolio manager of the funds to
purchase stocks for the funds that he and his acquaintances had previously
purchased for themselves; the funds violated their own purported investment
policy by failing to invest in "growth" and "capital appreciation" stocks;
and the defendants disseminated false and misleading information regarding
the nature of the stocks that would be purchased for the funds' portfolios,
as well as The Dreyfus Corporation's research capabilities and general
oversight of the funds' investments. The plaintiffs seek, among other
relief, rescissory or compensatory damages. This action is at an early stage
and to date, none of the defendants have moved against or answered the
complaint.

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>

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.

YEAR ENDED SEPTEMBER 30,

CLASS A
1998 1997 1996 1995 1994
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
PER-SHARE DATA ($)

Net asset value, beginning of period 15.94 14.81 16.31 15.35 18.53

Investment operations: Investment income (loss) -- net (.12)(1) (.33) (.12) .40 .40

Net realized and unrealized gain (loss) on investments (8.66) 1.46 .01 1.23 (.56)

Total from investment operations (8.78) 1.13 (.11) 1.63 (.16)

Distributions: Dividends from investment income -- net -- -- (.28) (.44) (.80)

Dividends from net realized gain on investments -- -- (1.11) (.23) (2.22)

Total distributions -- -- (1.39) (.67) (3.02)

Net asset value, end of period 7.16 15.94 14.81 16.31 15.35

Total return (%)(2) (55.08) 7.63 (.71) 11.21 (1.50)
- -----------------------------------------------------------------------------------------------------------------------------------

RATIOS/SUPPLEMENTAL DATA

Ratio of expenses to average net assets (%) 1.24 1.20 1.11 1.03 1.03

Ratio of interest expense, loan commitment fees and
dividends on securities sold short to average net assets (%) .19 .47 .39 .08 .09

Ratio of net investment income (loss) to average net assets (%) (1.04) (1.44) (.66) 2.55 2.10

Portfolio turnover rate (%) 106.58 76.28 131.43 298.60 158.05
- -----------------------------------------------------------------------------------------------------------------------------------

Net assets, end of period ($ x 1,000) 120,782 405,599 480,638 572,077 570,360

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

(2) EXCLUSIVE OF SALES LOAD.
</TABLE>

YEAR ENDED SEPTEMBER 30,

CLASS B 1998 1997 1996(1)
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
PER-SHARE DATA ($)

Net asset value, beginning of period 15.74 14.73 14.84

Investment operations: Investment (loss) -- net (.22)(2) (.22) (.10)

Net realized and unrealized gain (loss) on investments (8.51) 1.23 (.01)

Total from investment operations (8.73) 1.01 (.11)

Net asset value, end of period 7.01 15.74 14.73

Total return (%)(3) (55.46) 6.86 (.74)(4)

- -----------------------------------------------------------------------------------------------------------------

RATIOS/SUPPLEMENTAL DATA

Ratio of expenses to average net assets (%) 2.09 1.95 1.47(4)

Ratio of interest expense and loan commitment fees to average
net assets(%) .19 .43 .49(4)

Ratio of net investment (loss) to average net assets (%) (1.89) (2.22) (1.40)(4)

Portfolio turnover rate (%) 106.58 76.28 131.43
- -------------------------------------------------------------------------------------------------------------------

Net assets, end of period ($ x 1,000) 94 276 13

(1) FROM JANUARY 3, 1996 (COMMENCEMENT OF INITIAL OFFERING) TO SEPTEMBER 30,
1996.

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

(3) EXCLUSIVE OF SALES LOAD.

(4) NOT ANNUALIZED.
</TABLE>

<PAGE>

YEAR ENDED SEPTEMBER 30,

CLASS C
1998 1997 1996(1)
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
PER-SHARE DATA ($)

Net asset value, beginning of period 15.76 14.83 14.84

Investment operations: Investment (loss) -- net (.18)(2) (.37)(2) (.24)(2)

Net realized and unrealized gain (loss) on investments (8.52) 1.30 .23

Total from investment operations (8.70) .93 (.01)

Net asset value, end of period 7.06 15.76 14.83

Total return (%)(3) (55.20) 6.27 (.07)(4)
- ---------------------------------------------------------------------------------------------------------------

RATIOS/SUPPLEMENTAL DATA

Ratio of expenses to average net assets (%) 2.39 1.99 1.42(4)

Ratio of interest expense and loan commitment
fees to average net assets(%) .07 .53 .47(4)

Ratio of net investment (loss) to average net assets (%) (1.90) (2.37) (1.32)(4)

Portfolio turnover rate (%) 106.58 76.28 131.43
- -----------------------------------------------------------------------------------------------------------------

Net assets, end of period ($ x 1,000) 20 2 1

(1) FROM JANUARY 3, 1996 (COMMENCEMENT OF INITIAL OFFERING) TO SEPTEMBER 30,
1996.

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

(3) EXCLUSIVE OF SALES LOAD.

(4) NOT ANNUALIZED.
</TABLE>

<TABLE>
<CAPTION>
YEAR ENDED SEPTEMBER 30,

CLASS R
1998 1997 1996(1)
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
PER-SHARE DATA ($)

Net asset value, beginning of period 16.02 14.84 14.84

Investment operations: Investment (loss) -- net (.15)(2) (.10) (.02)

Net realized and unrealized gain (loss) on investments (8.71) 1.28 .02

Total from investment operations (8.86) 1.18 --

Net asset value, end of period 7.16 16.02 14.84

Total return (%) (55.31) 7.95 --
- ---------------------------------------------------------------------------------------------------------------

RATIOS/SUPPLEMENTAL DATA

Ratio of expenses to average net assets (%) 1.57 .76 .73(3)

Ratio of interest expense and loan commitment fees to
average net assets(%) .16 .30 .35(3)

Ratio of net investment (loss) to average net assets (%) (1.30) (.90) (.56)(3)

Portfolio turnover rate (%) 106.58 76.28 131.43
- -------------------------------------------------------------------------------------------------------------------

Net assets, end of period ($ x 1,000) 9 15 5

(1) FROM JANUARY 3, 1996 (COMMENCEMENT OF INITIAL OFFERING) TO SEPTEMBER 30,
1996.

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

(3) NOT ANNUALIZED.
</TABLE>

The Fund 5

<PAGE>

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.

(pound) 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

(pound) 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

(pound) 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

(pound) 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 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.

<PAGE>

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 OR 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:

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

(pound) 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>

ACCOUNT POLICIES (CONTINUED)

General policies

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.

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:

(pound) 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)

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

(pound) change or discontinue its exchange privilege, or temporarily suspend
this privilege during unusual market conditions

(pound) change its minimum investment amounts

(pound) 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).

DISTRIBUTIONS AND TAXES

THE FUND GENERALLY PAYS ITS SHAREHOLDERS 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.

<PAGE>

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(R) 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>

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

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

By Telephone

WIRE Have your bank send your
investment to The Bank of New York, with these instructions:

* ABA# 021000018
* DDA# 8900119276
* 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.

WIRE Have your bank send your investment to The Bank of New York, with
these instructions:

* ABA# 021000018
* DDA# 8900119276
* 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.

Automatically

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

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.

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.

<PAGE>

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

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

By Telephone

WIRE Have your bank send your investment to The Bank of New York, with
these
instructions:

* ABA# 021000018
* DDA# 8900119276
* 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"

Automatically

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>

[Application p 1 here]

<PAGE>

[Application p 2 here]

<PAGE>

NOTES

<PAGE>

For More Information

Dreyfus Premier Aggressive Growth 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.

<PAGE>

Dreyfus Premier Growth and Income Fund

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

PROSPECTUS February 1, 1999

(reg.tm)

As with all mutual funds, the Securities and Exchange Commission doesn't
guarantee that the information in this prospectus is accurate or complete, nor
has it approved or disapproved these securities. It is a criminal offense to
state otherwise.

<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 portfolio manager currently focuses on the stocks of value companies with
market capitalizations of $1 billion or more. In choosing stocks, the portfolio
manager uses a "bottom-up" approach, seeking to compile a portfolio with a
price-to-earnings ratio lower than the S&P 500 and a long-term projected
earnings growth rate greater than the S&P 500. Because the fund is
non-diversified, a relatively high percentage of its assets may be invested in a
limited number of issuers; however, the fund currently invests in 50 to 75
stocks, with any one position usually not exceeding 3% of assets.

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.

INSIDE COVER

<PAGE>

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.

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 (%)

BEST QUARTER: Q1 '96 +30.50%

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

Average annual total return AS OF 12/31/98

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

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 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 DECEMBER 31, 1995 IS
USED AS THE BEGINNING VALUE ON DECEMBER 29, 1995.

What the 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.

The Fund 1

<PAGE>

EXPENSES

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

Fee table
<TABLE>
<CAPTION>
CLASS A CLASS B CLASS C CLASS R
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
SHAREHOLDER TRANSACTION FEES (FEES PAID FROM YOUR ACCOUNT)

Maximum sales charge on purchases

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
</TABLE>

* 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.

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

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
</TABLE>

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

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.

<PAGE>

MANAGEMENT

The investment adviser for the fund is The Dreyfus Corporation, 200 Park Avenue,
New York, New York 10166. Founded in 1947, Dreyfus manages one of the nation's
leading mutual fund complexes, with more than $117 billion in more than 160
mutual fund portfolios. Dreyfus is the mutual fund business of Mellon Bank
Corporation, a broad-based financial services company with a bank at its core.
With more than $350 billion of assets under management and $1.7 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. Its mutual fund companies place Mellon as the leading bank
manager of mutual funds. Mellon is headquartered in Pittsburgh, Pennsylvania.

Management philosophy

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.

Portfolio manager

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.

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>

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.

YEAR ENDED SEPTEMBER 30,
<TABLE>
<CAPTION>

CLASS A 1998 1997 1996(1)
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
PER-SHARE DATA ($)

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

YEAR ENDED SEPTEMBER 30,

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

PER-SHARE DATA ($)

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>

<PAGE>

YEAR ENDED SEPTEMBER 30,
<TABLE>
<CAPTION>

CLASS C 1998 1997 1996(1)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
PER-SHARE DATA ($)

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)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
PER-SHARE DATA ($)

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>

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.

(pound) 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%

CLASS B -- CHARGED WHEN YOU SELL SHARES

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

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.

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

<PAGE>

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:

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

(pound) requests to send the proceeds to a different payee or address

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

Your Investment 7

<PAGE>

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:

(pound) 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)

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

(pound) change or discontinue its exchange privilege, or temporarily suspend
this privilege during unusual market conditions

(pound) change its minimum investment amounts

(pound) 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)

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.

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.

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.

<PAGE>

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.

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>

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

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

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.

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.

Automatically

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

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.

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.

<PAGE>

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

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

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 account number

* name of investor

* the contribution year

* dealer number if applicable

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

Automatically

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>

[Application p 1 here]

<PAGE>

[Application p 2 here]

<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

<X>

<PAGE>

Dreyfus Premier Emerging Markets Fund

Investing in emerging markets for long-term capital growth

PROSPECTUS February 1, 1999

(reg.tm)

<PAGE>

The Fund

Dreyfus Premier Emerging Markets Fund
-----------------------------

Ticker Symbols CLASS A: N/A

CLASS B: N/A

CLASS C: N/A

CLASS R: N/A

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
- --------------------------------------------------------------------------------

SEE BACK COVER.

GOAL/APPROACH

The fund seeks long-term capital growth. To achieve this goal, the fund invests
primarily in the stocks of companies organized, or with a majority of its assets
or business, in emerging market countries. Normally, the fund will not invest
more than 25% of its total assets in the securities of companies in any one
emerging market country. The fund may invest up to 35% of its net assets in high
yield debt securities rated below investment grade.

In choosing stocks, the fund 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 fund
seeks what it believes to be attractively priced companies that possess a
sustainable competitive advantage in their country or sector. The fund will sell
securities when themes or strategies change or when the fund determines that the
company's prospects have changed or if the fund believes that the company's
stock is fully valued by the market.

Concepts to understand

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

INSIDE COVER

<PAGE>

MAIN RISKS

The stock markets of emerging market countries can be extremely volatile. The
value of your investment in the fund will go up and down, sometimes
dramatically, which means that you could lose money.

The fund's performance will be influenced by political, social and economic
factors affecting companies in emerging markets countries. These risks include
changes in currency exchange rates, a lack of adequate company information,
political instability, differing auditing and legal standards, and less diverse
and mature economic structures.

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.

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.

Other potential risks

The fund may invest in certain derivatives, such as options and futures, and in
foreign currencies. It may also sell short. These practices are used primarily
to hedge the fund's portfolio but also to increase returns. There is the risk
that such 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.

At times, the fund may engage in short-term trading, which could produce higher
brokerage costs and taxable distributions.

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

PAST PERFORMANCE

Since the fund has less than one calendar year of performance, past performance
information is not included. For performance as of the end of the fiscal year,
please refer to the Statement of Additional Information (SAI).

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.

The Fund 1

<PAGE>

EXPENSES

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

Fee table
<TABLE>
<CAPTION>

CLASS A CLASS B CLASS C CLASS R
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
SHAREHOLDER TRANSACTION FEES (FEES PAID FROM YOUR ACCOUNT)

Maximum sales charge on purchases

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 1.25 1.25 1.25 1.25

12b-1 fee NONE .75 .75 NONE

Shareholder services fee .25 .25 .25 NONE

Other expenses .75 .75 .75 .75
- ------------------------------------------------------------------------------------------------------------------------------------

NET OPERATING EXPENSES 2.25 3.00 3.00 2.00
</TABLE>

* 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.

** "OTHER EXPENSES" ARE BASED ON ESTIMATED AMOUNTS FOR THE CURRENT FISCAL YEAR.
ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THE AMOUNTS INDICATED ABOVE.

Expense example

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

CLASS A $790 $1,238

CLASS B
WITH REDEMPTION $703 $1,227

WITHOUT REDEMPTION $303 $ 927

CLASS C
WITH REDEMPTION $403 $ 927
WITHOUT REDEMPTION $303 $ 927

CLASS R $203 $ 627

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.

<PAGE>

MANAGEMENT

The investment adviser for the fund is The Dreyfus Corporation, 200 Park Avenue,
New York, New York 10166. Founded in 1947, Dreyfus manages one of the nation's
leading mutual fund complexes, with more than $117 billion in more than 160
mutual fund portfolios. Dreyfus is the mutual fund business of Mellon Bank
Corporation, a broad-based financial services company with a bank at its core.
With more than $350 billion of assets under management and $1.7 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. Its mutual fund companies place Mellon as the leading bank
manager of mutual funds. Mellon is headquartered in Pittsburgh, Pennsylvania.

Management philosophy

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.

Portfolio managers

The fund's primary managers are Daniel Beneat and Ronald Chapman. Mr. Beneat
joined Dreyfus in May 1996. For the three previous years, he was a Vice
President and portfolio manager at UBS Asset Management (NY) Inc. Mr. Chapman
joined Dreyfus in January 1996. For the previous ten years, he was Vice
President of the Global Strategy and Management Group for Northern Trust
Company.

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>

FINANCIAL HIGHLIGHTS

The following tables describe the performance of each share class for the fiscal
period indicated. "Total return" shows how much your investment in the fund
would have increased (or decreased) during the 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(1)
- ------------------------------------------------------------------------------------------------
<S> <C> <C>
PER-SHARE DATA ($)

Net asset value, beginning of period 12.50

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

Net realized and unrealized gain (loss) on investments (5.30)

Total from investment operations (5.26)

Net asset value, end of period 7.24

Total return (%) (42.08)(3,4)
- -------------------------------------------------------------------------------------------------

RATIOS/SUPPLEMENTAL DATA

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

Ratio of net investment income (loss) to average net assets (%) .35(3)

Decrease reflected in above expense ratios due to actions by Dreyfus (%) 2.44(3)

Portfolio turnover rate (%) 234.00(3)
- ------------------------------------------------------------------------------------------------

Net assets, end of period ($ x 1,000) 822

YEAR ENDED
SEPTEMBER 30,
CLASS B 1998(1)
- -------------------------------------------------------------------------------------------------

PER-SHARE DATA ($)

Net asset value, beginning of period 12.50

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

Net realized and unrealized gain (loss) on investments (5.29)

Total from investment operations (5.29)

Net asset value, end of period 7.21

Total return (%) (42.32)(3,4)
- -------------------------------------------------------------------------------------------------

RATIOS/SUPPLEMENTAL DATA

Ratio of expenses to average net assets (%) 1.54(3)

Ratio of net investment income (loss) to average net assets (%) (.04)(3)

Decrease reflected in above expense ratios due to actions by Dreyfus (%) 2.48(3)

Portfolio turnover rate (%) 234.00(3)
- --------------------------------------------------------------------------------

Net assets, end of period ($ x 1,000) 120

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

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

(3) NOT ANNUALIZED.

(4) EXCLUSIVE OF SALES LOAD.
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
YEAR ENDED
SEPTEMBER 30,
CLASS C 1998(1)
- ---------------------------------------------------------------------------------------------
<S> <C> <C>
PER-SHARE DATA ($)

Net asset value, beginning of period 12.50

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

Net realized and unrealized gain (loss) on investments (5.29)

Total from investment operations (5.29)

Net asset value, end of period 7.21

Total return (%) (42.32)(3,4)
- ---------------------------------------------------------------------------------------------

RATIOS/SUPPLEMENTAL DATA

Ratio of expenses to average net assets (%) 1.53(3)

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

Decrease reflected in above expense ratios due to actions by Dreyfus (%) 2.43(3)

Portfolio turnover rate (%) 234.00(3)
- --------------------------------------------------------------------------------------------

Net assets, end of period ($ x 1,000) 115

</TABLE>

<TABLE>
<CAPTION>
YEAR ENDED
SEPTEMBER 30,
CLASS R 1998(1)
- ----------------------------------------------------------------------------------------------
<S> <C> <C>
PER-SHARE DATA ($)

Net asset value, beginning of period 12.50

Investment operations: Investment income (loss) -- net .05

Net realized and unrealized gain (loss) on investments (5.30)

Total from investment operations (5.25)

Net asset value, end of period 7.25

Total return (%) (42.00)(3)
- ----------------------------------------------------------------------------------------------

RATIOS/SUPPLEMENTAL DATA

Ratio of expenses to average net assets (%) 1.03(3)

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

Decrease reflected in above expense ratios due to actions by Dreyfus (%) 2.44(3)

Portfolio turnover rate (%) 234.00(3)
- ----------------------------------------------------------------------------------------------

Net assets, end of period ($ x 1,000) 116

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

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

(3) NOT ANNUALIZED.

(4) EXCLUSIVE OF SALES LOAD.
</TABLE>

The Fund 5

<PAGE>

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.

(pound) 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.
- --------------------------------------------------------------------------------

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%

CLASS B -- CHARGED WHEN YOU SELL SHARES

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

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.

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

<PAGE>

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.

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:

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

(pound) requests to send the proceeds to a different payee or address

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

Your Investment 7

<PAGE>

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:

(pound) 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)

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

(pound) change or discontinue its exchange privilege, or temporarily suspend
this privilege during unusual market conditions

(pound) change its minimum investment amounts

(pound) 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)

DISTRIBUTIONS AND TAXES

THE FUND GENERALLY PAYS ITS SHAREHOLDERS 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.

Small account policies

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.

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.

<PAGE>

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.

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>

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

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

By Telephone

WIRE Have your bank send your
investment to The Bank of New York, with these instructions:

* ABA# 021000018

* DDA# 8900337052

* 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.

WIRE Have your bank send your investment to The Bank of New York, with these
instructions:

* ABA# 021000018

* DDA# 8900337052

* 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.

Automatically

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

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.

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.

<PAGE>

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

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

By Telephone

WIRE Have your bank send your investment to The Bank of New York, with these
instructions:

* ABA# 021000018

* DDA# 8900337052

* 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"

Automatically

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>

[Application p 1 here]

<PAGE>

[Application p 2 here]

<PAGE>

NOTES

<PAGE>

For More Information

Dreyfus Premier Emerging Markets 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:

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

<X>

<PAGE>

Dreyfus Premier Market Neutral Fund

Balancing investments in undervalued stocks with short positions in
overvalued stocks for risk protection and long-term growth

PROSPECTUS February 1, 1999

(reg.tm)

As with all mutual funds, the Securities and Exchange Commission doesn't
guarantee that the information in this prospectus is accurate or complete,
nor has it approved or disapproved these securities. It is a criminal
offense to state otherwise.

<PAGE>

The Fund

Dreyfus Premier Market Neutral Fund
-----------------------------

Ticker Symbols CLASS A: N/A

CLASS B: N/A

CLASS C: N/A

CLASS R: N/A

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 appreciation, while seeking to maintain
minimum exposure to general stock market risk. To pursue this goal, the fund
takes both long and short positions in equity securities. The fund's stock
investment may include common stocks, preferred stocks and convertible
securities.

The fund employs a long-short approach by simultaneously purchasing stocks
that Dreyfus believes are undervalued and selling short stocks that Dreyfus
believes are overvalued. In this way, the fund attempts to construct a
portfolio that is expected to have relatively small net exposure to the
overall stock market.

Individual security selection with the aid of a computer model that ranks
approximately 3,500 stocks based on various factors is the foundation of the
fund's investment approach.

The fund seeks a total return greater than the return on three-month U.S.
Treasury Bills. The fund will invest primarily in U.S. equity securities,
but also may invest in foreign securities.

Concepts to understand

SHORT SELLING: the fund sells a security it does not own in anticipation of
a decline in the market value of the security. To complete the transaction,
the fund must borrow the security to make delivery to the buyer.

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.

INSIDE COVER

<PAGE>

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.

While the fund's market neutral approach seeks to minimize the risks of
investing in the overall stock market, it may involve more risk than other
funds that do not engage in the sophisticated hedging transactions of the
fund. It is possible that the fund's long positions could decline in value
while the value of the securities sold short increases, thereby increasing
the potential for loss. It also is possible that the combination of
securities held long and sold short will fail to protect the fund from
overall stock market risk as anticipated.

The fund will have substantial short positions and must borrow the security
to make delivery to the buyer. The fund may not always be able to borrow a
security it wants to sell short. The fund also may be unable to close out an
established short position at any particular time or at an acceptable price.

Other potential risks

The fund may invest in certain derivative securities, such as options,
futures and swaps. While derivatives may be used to increase returns, they
can sometimes 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.

The fund will engage in short-term trading, which could produce higher
brokerage costs and taxable distributions.

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

PAST PERFORMANCE

Since the fund has less than one calendar year of performance, past
performance information is not included. For performance as of the end of
the fiscal year, please refer to the Statement of Additional Information
(SAI).

What this fund is -- and isn't

The Fund 1

<PAGE>

EXPENSES

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

Fee table

CLASS A CLASS B CLASS C CLASS R
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
SHAREHOLDER TRANSACTION FEES (FEES PAID FROM YOUR ACCOUNT)

Maximum sales charge on purchases

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 1.50 1.50 1.50 1.50

12b-1 fee NONE .75 .75 NONE

Shareholder services fee .25 .25 .25 NONE

Other expenses 1.25 1.25 1.25 1.25
- ----------------------------------------------------------------------------------------------------------------------

NET OPERATING EXPENSES 3.00 3.75 3.75 2.75

* 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.

** "OTHER EXPENSES" ARE BASED ON ESTIMATED ON ESTIMATED AMOUNTS FOR THE CURRENT
FISCAL YEAR. ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THE AMOUNTS
INDICATED ABOVE.

</TABLE>

Expense example

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

CLASS A $860 $1,449

CLASS B
WITH REDEMPTION $777 $1,446

WITHOUT REDEMPTION $377 $1,146

CLASS C
WITH REDEMPTION $477 $1,146
WITHOUT REDEMPTION $377 $1,146

CLASS R $278 $853

Concepts to understand

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

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.

<PAGE>

MANAGEMENT

Management philosophy

Portfolio manager

The fund's primary portfolio manager is John S. Cone. He has managed the
fund since its inception and has been employed by The Dreyfus Corporation
since April 1998 and, since 1982, by Franklin Portfolio Associates, an
affiliate of The Dreyfus Corporation.

Concepts to understand

The Fund 3

<PAGE>

FINANCIAL HIGHLIGHTS

The following tables describe the performance of each share class for the
fiscal period indicated. "Total return" shows how much your investment in
the fund would have increased (or decreased) during the 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(1)
- ---------------------------------------------------------------------------------------------------
<S> <C> <C>
PER-SHARE DATA ($)

Net asset value, beginning of period 12.50

Investment operations: Investment income (loss) -- net(2) .11

Net realized and unrealized gain (loss) on investments (1.00)

Total from investment operations (.89)

Net asset value, end of period 11.61

Total return (%) (7.12)(3,4)
- ------------------------------------------------------------------------------------------------------

RATIOS/SUPPLEMENTAL DATA

Ratio of expenses to average net assets (%) 51(3)

Ratio of dividends on securities sold short to average net assets (%) .33(3)

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

Decrease reflected in above expense ratios due to actions by Dreyfus (%) .42(3)

Portfolio turnover rate (%) 36.54(3)
- ---------------------------------------------------------------------------------------------------

Net assets, end of period ($ x 1,000) 1,869
</TABLE>

YEAR ENDED
SEPTEMBER 30,
CLASS B 1998(1)
- ---------------------------------------------------------------------------------------------------
<S> <C> <C>
PER-SHARE DATA ($)

Net asset value, beginning of period 12.50

Investment operations: Investment income (loss) -- net(2) .09

Net realized and unrealized gain (loss) on investments (1.00)

Total from investment operations
(.91)

Net asset value, end of period
11.59

Total return (%) (7.28)(3,4)
- ----------------------------------------------------------------------------------------------------

RATIOS/SUPPLEMENTAL DATA

Ratio of expenses to average net assets (%) .71(3)

Ratio of dividends on securities sold short to average net assets (%) .33(3)

Ratio of net investment income to average net assets (%) .73(3)

Decrease reflected in above expense ratios due to actions by Dreyfus (%) .41(3)

Portfolio turnover rate (%) 36.54(3)
- ----------------------------------------------------------------------------------------------------

Net assets, end of period ($ x 1,000) 1,968

(1) FROM JUNE 29, 1998 (COMMENCEMENT OF OPERATIONS) TO SEPTEMBER 30, 1998.

(2) BASED ON AVERAGE SHARES OUTSTANDING.

(3) NOT ANNUALIZED.

(4) EXCLUSIVE OF SALES LOAD.
</TABLE>

<PAGE>

YEAR ENDED
SEPTEMBER 30,
CLASS C 1998(1)
- ----------------------------------------------------------------------------------------------------
<S> <C> <C>
PER-SHARE DATA ($)

Net asset value, beginning of period 12.50

Investment operations: Investment income (loss) -- net(2) .09

Net realized and unrealized gain (loss) on investments
(.98)

Total from investment operations (.89)

Net asset value, end of period 11.61

Total return (%)(2) (7.12)(3,4)
- ----------------------------------------------------------------------------------------------------

RATIOS/SUPPLEMENTAL DATA

Ratio of expenses to average net assets (%) .71(3)

Ratio of dividends on securities sold short to average net assets (%) .33(3)

Ratio of net investment income to average net assets (%) .73(3)

Decrease reflected in above expense ratios due to actions by Dreyfus (%) .42(3

Portfolio turnover rate (%) 36.54(3)
- ---------------------------------------------------------------------------------------------------

Net assets, end of period ($ x 1,000) 464
</TABLE>

YEAR ENDED
SEPTEMBER 30,
CLASS R 1998(1)
- ----------------------------------------------------------------------------------------------------
<S> <C> <C>
PER-SHARE DATA ($)

Net asset value, beginning of period 12.50

Investment operations: Investment income (loss) -- net(2) .11

Net realized and unrealized gain (loss) on investments (.99)

Total from investment operations (.88)

Net asset value, end of period 11.62

Total return (%) (7.04)(3)
- -----------------------------------------------------------------------------------------------------

RATIOS/SUPPLEMENTAL DATA

Ratio of expenses to average net assets (%) .51(3)

Ratio of dividends on securities sold short to average net assets (%) .33(3)

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

Decrease reflected in above expense ratios due to actions by Dreyfus (%) .38(3)

Portfolio turnover rate (%) 36.54(3)
- ------------------------------------------------------------------------------------------------------

Net assets, end of period ($ x 1,000) 465

(1) FROM JUNE 29, 1998 (COMMENCEMENT OF OPERATIONS) TO SEPTEMBER 30, 1998.

(2) BASED ON AVERAGE SHARES OUTSTANDING.

(3) NOT ANNUALIZED.

(4) EXCLUSIVE OF SALES LOAD.
</TABLE>

The Fund 5

<PAGE>

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.

(pound) 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

(pound) 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

(pound) 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

(pound) 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.
- ----------------------------------------------------------------------------

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%

CLASS B -- CHARGED WHEN YOU SELL SHARES

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.

<PAGE>

Buying shares

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

Selling shares

Written sell orders

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

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

(pound) 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>

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:

(pound) 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)

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

(pound) change or discontinue its exchange privilege, or temporarily
suspend this privilege during unusual market conditions

(pound) change its minimum investment amounts

(pound) 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).

DISTRIBUTIONS AND TAXES

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.

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.

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.

<PAGE>

SERVICES FOR FUND INVESTORS

Automatic services

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.

For exchanging shares

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

For selling shares

Exchange privilege

TeleTransfer privilege

Reinvestment privilege

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>

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

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

By Telephone

WIRE Have your bank send your
investment to The Bank of New York, with these instructions:

* ABA# 021000018
* DDA# 8900337575
* 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.

WIRE Have your bank send your investment to The Bank of New York, with
these instructions:

* ABA# 021000018
* DDA# 8900337575
* 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.

Automatically

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

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.

Concepts to understand

<PAGE>

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

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

By Telephone

WIRE Have your bank send your investment to The Bank of New York, with
these instructions:

* ABA# 021000018
* DDA# 8900337575
* the fund name
* the share class * your account number
* name of investor
* the contribution year

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

Automatically

TO SELL SHARES

Write a letter of instruction that includes:

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>

[Application p 1 here]

<PAGE>

[Application p 2 here]

<PAGE>

NOTES

<PAGE>

For More Information

Dreyfus Premier Market Neutral 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

<X>

<PAGE>

_______________________________________________________________________________

DREYFUS PREMIER EQUITY FUNDS, INC.

DREYFUS PREMIER AGGRESSIVE GROWTH FUND
DREYFUS PREMIER EMERGING MARKETS FUND
DREYFUS PREMIER GROWTH AND INCOME FUND
DREYFUS PREMIER MARKET NEUTRAL FUND

CLASS A, CLASS B, CLASS C AND CLASS R SHARES
STATEMENT OF ADDITIONAL INFORMATION
FEBRUARY 1, 1999
_______________________________________________________________________________

This Statement of Additional Information, which is not a prospectus,
supplements and should be read in conjunction with the current Prospectus of
Dreyfus Premier Aggressive Growth Fund, Dreyfus Premier Emerging Markets
Fund, Dreyfus Premier Growth and Income Fund, and Dreyfus Premier Market
Neutral Fund, each dated February 1, 1999 (each, a "Fund" and collectively,
the "Funds") of Dreyfus Premier Equity Funds, Inc. (the "Company"), as each
may be revised from time to time. To obtain a copy of the relevant Fund's
Prospectus, please write to the Fund at 144 Glenn Curtiss Boulevard,
Uniondale, New York 11556-0144.

The most recent Annual Report and Semi-Annual Report to Shareholders
for each Fund are separate documents supplied with this Statement of
Additional Information, and the financial statements, accompanying notes and
report of independent auditors appearing in the Annual Report are
incorporated by reference into this Statement of Additional Information.

TABLE OF CONTENTS
Page

Description of the Company and Funds........................ B-2
Management of the Company................................... B-18
Management Arrangements..................................... B-24
How To Buy Shares........................................... B-28
Distribution Plan and Shareholder Services Plan............. B-35
How To Redeem Shares........................................ B-37
Shareholder Services........................................ B-42
Determination of Net Asset Value............................ B-47
Dividends, Distributions and Taxes.......................... B-48
Portfolio Transactions...................................... B-50
Performance Information..................................... B-52
Information About the Company and the Funds................. B-54
Counsel and Independent Auditors............................ B-56
Appendix.................................................... B-57

DESCRIPTION OF THE COMPANY AND FUNDS

The Company is a Maryland corporation formed on April 30, 1974. Each
Fund is a separate portfolio of the Company, an open-end management
investment company, known as a mutual fund. Each of Dreyfus Premier
Aggressive Growth Fund and Dreyfus Premier Market Neutral Fund is a
diversified fund, which means that, with respect to 75% of the Fund's total
assets, the Fund will not invest more than 5% of its assets in the
securities of any single issuer. Each of Dreyfus Premier Emerging Markets
Fund and Dreyfus Premier Growth and Income Fund is a non-diversified fund,
which means that the proportion of the Fund's assets that may be invested in
the securities of a single issuer is not limited by the Investment Company
Act of 1940, as amended (the "1940 Act").

The Dreyfus Corporation (the "Manager") serves as each Fund's
investment adviser.

Premier Mutual Fund Services, Inc. (the "Distributor") is the
distributor of each Fund's shares.

Certain Portfolio Securities

The following information supplements and should be read in conjunction
with each Fund's Prospectus.

Depositary Receipts. (All Funds) A Fund may invest in the securities
of foreign issuers in the form of American Depositary Receipts and American
Depositary Shares (collectively, "ADRs") and Global Depositary Receipts and
Global Depositary Shares (collectively, "GDRs") and other forms of
depositary receipts. These securities may not necessarily be denominated in
the same currency as the securities into which they may be converted. ADRs
are receipts typically issued by a United States bank or trust company which
evidence ownership of underlying securities issued by a foreign corporation.
GDRs are receipts issued outside the United States typically by non-United
States banks and trust companies that evidence ownership of either foreign
or domestic securities. Generally, ADRs in registered form are designed for
use in the United States securities markets and GDRs in bearer form are
designed for use outside the United States.

These securities may be purchased through "sponsored" or "unsponsored"
facilities. A sponsored facility is established jointly by the issuer of
the underlying security and a depositary, whereas a depositary may establish
an unsponsored facility without participation by the issuer of the deposited
security. Holders of unsponsored depositary receipts generally bear all the
costs of such facilities and the depositary of an unsponsored facility
frequently is under no obligation to distribute shareholder communications
received from the issuer of the deposited security or to pass through voting
rights to the holders of such receipts in respect of the deposited
securities.

Convertible Securities. (All Funds) Convertible securities may be
converted at either a stated price or stated rate into underlying shares of
common stock and, therefore, are deemed to be equity securities for purposes
of the Funds' management policies. Convertible securities have
characteristics similar to both fixed-income and equity securities.
Convertible securities generally are subordinated to other similar but non-
convertible securities of the same issuer, although convertible bonds, as
corporate debt obligations, enjoy seniority in right of payment to all
equity securities, and convertible preferred stock is senior to common
stock, of the same issuer. Because of the subordination feature, however,
convertible securities typically have lower ratings than similar non-
convertible securities.

Although to a lesser extent than with fixed-income securities, the
market value of convertible securities tends to decline as interest rates
increase and, conversely, tends to increase as interest rates decline. In
addition, because of the conversion feature, the market value of convertible
securities tends to vary with fluctuations in the market value of the
underlying common stock. A unique feature of convertible securities is that
as the market price of the underlying common stock declines, convertible
securities tend to trade increasingly on a yield basis, and so may not
experience market value declines to the same extent as the underlying common
stock. When the market price of the underlying common stock increases, the
prices of the convertible securities tend to rise as a reflection of the
value of the underlying common stock. While no securities investments are
without risk, investments in convertible securities generally entail less
risk than investments in common stock of the same issuer.

Convertible securities are investments that provide for a stable stream
of income with generally higher yields than common stocks. There can be no
assurance of current income because the issuers of the convertible
securities may default on their obligations. A convertible security, in
addition to providing fixed income, offers the potential for capital
appreciation through the conversion feature, which enables the holder to
benefit from increases in the market price of the underlying common stock.
There can be no assurance of capital appreciation, however, because
securities prices fluctuate. Convertible securities, however, generally
offer lower interest or dividend yields than non-convertible securities of
similar quality because of the potential for capital appreciation.

Investment Companies. (All Funds) A Fund may invest in securities
issued by other investment companies. Dreyfus Premier Emerging Markets Fund
may invest in securities issued by closed-end investment companies which
principally invest in securities in which it invests. Under the 1940 Act, a
Fund's investment in such securities, subject to certain exceptions,
currently is limited to (i) 3% of the total voting stock of any one
investment company, (ii) 5% of the Fund's total assets with respect to any
one investment company and (iii) 10% of the Fund's total assets in the
aggregate. Investments in the securities of other investment companies may
involve duplication of advisory fees and certain other expenses.

Foreign Government Obligations; Securities of Supranational Entities.
(All Funds) A Fund may invest in obligations issued or guaranteed by one or
more foreign governments or any of their political subdivisions, agencies or
instrumentalities that are determined by the Manager to be of comparable
quality to the other obligations in which the Fund may invest. Such
securities also include debt obligations of supranational entities.
Supranational entities include international organizations designated or
supported by governmental entities to promote economic reconstruction or
development and international banking institutions and related government
agencies. Examples include the International Bank for Reconstruction and
Development (the World Bank), the European Coal and Steel Community, the
Asian Development Bank and the InterAmerican Development Bank.

Illiquid Securities. (All Funds) A Fund may invest up to 15% of the
value of its net assets in securities as to which a liquid trading market
does not exist, provided such investments are consistent with the Fund's
investment objective. These securities may include securities that are not
readily marketable, such as certain securities that are subject to legal or
contractual restrictions on resale, repurchase agreements providing for
settlement in more than seven days after notice, and certain privately
negotiated, non-exchange traded options and securities used to cover such
options. As to these securities, the Fund is subject to a risk that should
the Fund desire to sell them when a ready buyer is not available at a price
the Fund deems representative of their value, the value of the Fund's net
assets could be adversely affected.

Warrants. (All Funds) A warrant is an instrument issued by a
corporation which gives the holder the right to subscribe to a specified
amount of the corporation's capital stock at a set price for a specified
period of time. Each Fund may invest up to 5% of its net assets in
warrants, except that this limitation does not apply to warrants purchased
by the Fund that are sold in units with, or attached to, other securities.

Zero Coupon Securities. (Dreyfus Premier Market Neutral Fund only)
The Fund may invest in zero coupon U.S. Treasury securities, which are
Treasury Notes and Bonds that have been stripped of their unmatured interest
coupons, the coupons themselves and receipts or certificates representing
interests in such stripped debt obligations and coupons. Zero coupon
securities also are issued by corporations and financial institutions which
constitute a proportionate ownership of the issuer's pool of underlying U.S.
Treasury securities. A zero coupon security pays no interest to its holders
during its life and is sold at a discount to its face value at maturity.
The market prices of zero coupon securities generally are more volatile than
the market prices of securities that pay interest periodically and are
likely to respond to a greater degree to changes in interest rates than non-
zero coupon securities having similar maturities and credit qualities.

Money Market Instruments. (All Funds) When the Manager determines that
adverse market conditions exist, a Fund may adopt a temporary defensive
position and invest some or all of its assets in money market instruments,
including U.S. Government securities, repurchase agreements, bank
obligations and commercial paper.

Investment Techniques

The following information supplements and should be read in conjunction
with each Fund's Prospectus.

Leverage. (All Funds) Leveraging (that is, buying securities using
borrowed money) exaggerates the effect on net asset value of any increase or
decrease in the market value of a Fund's portfolio. These borrowings will
be subject to interest costs which may or may not be recovered by
appreciation of the securities purchased; in certain cases, interest costs
may exceed the return received on the securities purchased. For borrowings
for investment purposes, the 1940 Act requires a Fund to maintain continuous
asset coverage (that is, total assets including borrowings, less liabilities
exclusive of borrowings) of 300% of the amount borrowed. If the required
coverage should decline as a result of market fluctuations or other reasons,
the Fund may be required to sell some of its portfolio holdings within three
days to reduce the amount of its borrowings and restore the 300% asset
coverage, even though it may be disadvantageous from an investment
standpoint to sell securities at that time. The Fund also may be required
to maintain minimum average balances in connection with such borrowing or
pay a commitment or other fee to maintain a line of credit; either of these
requirements would increase the cost of borrowing over the stated interest
rate.

A Fund may enter into reverse repurchase agreements with banks, brokers
or dealers. This form of borrowing involves the transfer by the Fund of an
underlying debt instrument in return for cash proceeds based on a percentage
of the value of the security. The Fund retains the right to receive
interest and principal payments on the security. At an agreed upon future
date, the Fund repurchases the security at principal plus accrued interest.
Except for these transactions, a Fund's borrowings generally will be
unsecured.

Although Dreyfus Premier Growth and Income Fund may borrow money for
leveraging as described above, it currently intends to borrow money only for
temporary or emergency (not leveraging) purposes, in an amount up to 15% of
the value of its total assets (including the amount borrowed) valued at the
lesser of cost or market, less liabilities (not including the amount
borrowed) at the time the borrowing is made. While borrowings exceed 5% of
its total assets, Dreyfus Premier Growth and Income Fund will not make any
additional investments.

Short-Selling. (All Funds) In these transactions, a Fund sells a
security it does not own in anticipation of a decline in the market value of
the security. To complete the transaction, the Fund must borrow the
security to make delivery to the buyer. The Fund is obligated to replace
the security borrowed by purchasing it subsequently at the market price at
the time of replacement. The price at such time may be more or less than
the price at which the security was sold by the Fund, which would result in
a loss or gain, respectively. A Fund also may make short sales "against the
box," in which the Fund enters into a short sale of a security it owns.
With respect to each Fund, except Dreyfus Premier Market Neutral Fund,
securities will not be sold short if, after effect is given to any such
short sale, the total market value of all securities sold short would exceed
25% of the value of the relevant Fund's net assets. With respect to Dreyfus
Premier Market Neutral Fund, the Fund will not make a short sale if, after
giving effect to such sale, the market value of all securities sold exceeds
100% of the value of the Fund's net assets.

Until a Fund closes its short position or replaces the borrowed
security, it will: (a) maintain a segregated account, containing
permissible liquid assets, at such a level that the amount deposited in the
account plus the amount deposited with the broker as collateral always
equals the current value of the security sold short; or (b) otherwise cover
its short position.

Lending Portfolio Securities. (All Funds) A Fund may lend securities
from its portfolio to brokers, dealers and other financial institutions
needing to borrow securities to complete certain transactions. In
connection with such loans, the Fund continues to be entitled to payments in
amounts equal to the dividends, interest or other distributions payable on
the loaned securities which affords the Fund an opportunity to earn interest
on the amount of the loan and at the same time to earn income on the loaned
securities' collateral. Loans of portfolio securities may not exceed 33-
1/3% (10% in the case of Dreyfus Premier Aggressive Growth Fund) of the
value of the Fund's total assets, and the Fund will receive collateral
consisting of cash, U.S. Government securities or irrevocable letters of
credit which will be maintained at all times in an amount equal to at least
100% of the current market value of the loaned securities. Such loans are
terminable by the Fund at any time upon specified notice. The Fund might
experience risk of loss if the institution with which it has engaged in a
portfolio loan transaction breaches its agreement with the Fund. In
connection with its securities lending transactions, the Fund may return to
the borrower or a third party which is unaffiliated with the Fund, and which
is acting as a "placing broker," a part of the interest earned from the
investment of collateral received for securities loaned.

Although Dreyfus Premier Growth and Income Fund may lend its portfolio
securities as described above, it currently has no intention of engaging in
such transactions.

Foreign Currency Transactions. (All Funds, except Dreyfus Premier
Market Neutral Fund) A Fund may enter into foreign currency transactions
for a variety of purposes, including: to fix in U.S. dollars, between trade
and settlement date, the value of a security the Fund has agreed to buy or
sell; to hedge the U.S. dollar value of securities the Fund already owns,
particularly if it expects a decrease in the value of the currency in which
the foreign security is denominated; or to gain exposure to the foreign
currency in an attempt to realize gains.

Foreign currency transactions may involve, for example, a Fund's
purchase of foreign currencies for U.S. dollars or the maintenance of short
positions in foreign currencies, which would involve the Fund agreeing to
exchange an amount of a currency it did not currently own for another
currency at a future date in anticipation of a decline in the value of the
currency sold relative to the currency the Fund contracted to receive in the
exchange. A Fund's success in these transactions will depend principally on
the ability of the Manager to predict accurately the future exchange rates
between foreign currencies and the U.S. dollar.

Currency exchange rates may fluctuate significantly over short periods
of time. They generally are determined by the forces of supply and demand
in the foreign exchange markets and the relative merits of investments in
different countries, actual or perceived changes in interest rates and other
complex factors, as seen from an international perspective. Currency
exchange rates also can be affected unpredictably by intervention by U.S. or
foreign governments or central banks, or the failure to intervene, or by
currency controls or political developments in the United States or abroad.

Derivatives. (All Funds) Each Fund may invest in, or enter into,
derivatives, such as options and futures, for a variety of reasons,
including to hedge certain market risks, to provide a substitute for
purchasing or selling particular securities or to increase potential income
gain. Derivatives may provide a cheaper, quicker or more specifically
focused way for the Fund to invest than "traditional" securities would.

Derivatives can be volatile and involve various types and degrees of
risk, depending upon the characteristics of the particular derivative and
the portfolio as a whole. Derivatives permit a Fund to increase or decrease
the level of risk, or change the character of the risk, to which its
portfolio is exposed in much the same way as the Fund can increase or
decrease the level of risk, or change the character of the risk, of its
portfolio by making investments in specific securities.

Derivatives may entail investment exposures that are greater than their
cost would suggest, meaning that a small investment in derivatives could
have a large potential impact on a Fund's performance.

If a Fund invests in derivatives at inopportune times or judges market
conditions incorrectly, such investments may lower the Fund's return or
result in a loss. A Fund also could experience losses if its derivatives
were poorly correlated with its other investments, or if the Fund were
unable to liquidate its position because of an illiquid secondary market.
The market for many derivatives is, or suddenly can become, illiquid.
Changes in liquidity may result in significant, rapid and unpredictable
changes in the prices for derivatives.

Although neither the Company nor any Fund will be a commodity pool,
certain derivatives subject the Funds to the rules of the Commodity Futures
Trading Commission which limit the extent to which a Fund can invest in such
derivatives. A Fund may invest in futures contracts and options with
respect thereto for hedging purposes without limit. However, no Fund may
invest in such contracts and options for other purposes if the sum of the
amount of initial margin deposits and premiums paid for unexpired options
with respect to such contracts, other than for bona fide hedging purposes,
exceeds 5% of the liquidation value of the Fund's assets, after taking into
account unrealized profits and unrealized losses on such contracts and
options; provided, however, that in the case of an option that is in-the-
money at the time of purchase, the in-the-money amount may be excluded in
calculating the 5% limitation.

Derivatives may be purchased on established exchanges or through
privately negotiated transactions referred to as over-the-counter
derivatives. Exchange-traded derivatives generally are guaranteed by the
clearing agency which is the issuer or counterparty to such derivatives.
This guarantee usually is supported by a daily payment system (i.e.,
variation margin requirements) operated by the clearing agency in order to
reduce overall credit risk. As a result, unless the clearing agency
defaults, there is relatively little counterparty credit risk associated
with derivatives purchased on an exchange. By contrast, no clearing agency
guarantees over-the-counter derivatives. Therefore, each party to an over-
the-counter derivative bears the risk that the counterparty will default.
Accordingly, the Manager will consider the creditworthiness of
counterparties to over-the-counter derivatives in the same manner as it
would review the credit quality of a security to be purchased by a Fund.
Over-the-counter derivatives are less liquid than exchange-traded
derivatives since the other party to the transaction may be the only
investor with sufficient understanding of the derivative to be interested in
bidding for it.

Futures Transactions--In General. (All Funds) A Fund may enter into
futures contracts in U.S. domestic markets, such as the Chicago Board of
Trade and the International Monetary Market of the Chicago Mercantile
Exchange, or on exchanges located outside the United States, such as the
London International Financial Futures Exchange, the Deutsche Termine Borse
and the Sydney Futures Exchange Limited. Foreign markets may offer
advantages such as trading opportunities or arbitrage possibilities not
available in the United States. Foreign markets, however, may have greater
risk potential than domestic markets. For example, some foreign exchanges
are principal markets so that no common clearing facility exists and an
investor may look only to the broker for performance of the contract. In
addition, any profits that a Fund might realize in trading could be
eliminated by adverse changes in the exchange rate, or the Fund could incur
losses as a result of those changes. Transactions on foreign exchanges may
include both commodities which are traded on domestic exchanges and those
which are not. Unlike trading on domestic commodity exchanges, trading on
foreign commodity exchanges is not regulated by the Commodity Futures
Trading Commission.

Engaging in these transactions involves risk of loss to a Fund which
could adversely affect the value of the Fund's net assets. Although each
Fund intends to purchase or sell futures contracts only if there is an
active market for such contracts, no assurance can be given that a liquid
market will exist for any particular contract at any particular time. Many
futures exchanges and boards of trade limit the amount of fluctuation
permitted in futures contract prices during a single trading day. Once the
daily limit has been reached in a particular contract, no trades may be made
that day at a price beyond that limit or trading may be suspended for
specified periods during the trading day. Futures contract prices could
move to the limit for several consecutive trading days with little or no
trading, thereby preventing prompt liquidation of futures positions and
potentially subjecting the Fund to substantial losses.

Successful use of futures by a Fund also is subject to the Manager's
ability to predict correctly movements in the direction of the relevant
market and, to the extent the transaction is entered into for hedging
purposes, to ascertain the appropriate correlation between the transaction
being hedged and the price movements of the futures contract. For example,
if a Fund uses futures to hedge against the possibility of a decline in the
market value of securities held in its portfolio and the prices of such
securities instead increase, the Fund will lose part or all of the benefit
of the increased value of securities which it has hedged because it will
have offsetting losses in its futures positions. Furthermore, if in such
circumstances the Fund has insufficient cash, it may have to sell securities
to meet daily variation margin requirements. A Fund may have to sell such
securities at a time when it may be disadvantageous to do so.

Pursuant to regulations and/or published positions of the Securities
and Exchange Commission, a Fund may be required to set aside permissible
liquid assets in a segregated account to cover its obligations relating to
its purchase of derivatives. To maintain this required cover, the Fund may
have to sell portfolio securities at disadvantageous prices or times since
it may not be possible to liquidate a derivative position at a reasonable
price. In addition, the segregation of such assets will have the effect of
limiting the Fund's ability otherwise to invest those assets.

Specific Futures Transactions. A Fund may purchase and sell stock index
futures contracts. A stock index future obligates a Fund to pay or receive
an amount of cash equal to a fixed dollar amount specified in the futures
contract multiplied by the difference between the settlement price of the
contract on the contract's last trading day and the value of the index based
on the stock prices of the securities that comprise it at the opening of
trading in such securities on the next business day.

A Fund may purchase and sell currency futures. A foreign currency
future obligates the Fund to purchase or sell an amount of a specific
currency at a future date at a specific price.

Dreyfus Premier Growth and Income Fund may purchase and sell interest
rate futures contracts. An interest rate future obligates the Fund to
purchase or sell an amount of a specific debt security at a future date at a
specific price.

Options--In General. (All Funds) A Fund may purchase call and put options
and write (i.e., sell) covered call and put options. A call option gives
the purchaser of the option the right to buy, and obligates the writer to
sell, the underlying security or securities at the exercise price at any
time during the option period, or at a specific date. Conversely, a put
option gives the purchaser of the option the right to sell, and obligates
the writer to buy, the underlying security or securities at the exercise
price at any time during the option period, or at a specific date.

A covered call option written by a Fund is a call option with respect
to which the Fund owns the underlying security or otherwise covers the
transaction by segregating cash or other securities. A put option written
by a Fund is covered when, among other things, cash or liquid securities
having a value equal to or greater than the exercise price of the option are
placed in a segregated account to fulfill the obligation undertaken. The
principal reason for writing covered call and put options is to realize,
through the receipt of premiums, a greater return than would be realized on
the underlying securities alone. A Fund receives a premium from writing
covered call or put options which it retains whether or not the option is
exercised.

There is no assurance that sufficient trading interest to create a
liquid secondary market on a securities exchange will exist for any
particular option or at any particular time, and for some options no such
secondary market may exist. A liquid secondary market in an option may
cease to exist for a variety of reasons. In the past, for example, higher
than anticipated trading activity or order flow, or other unforeseen events,
at times have rendered certain of the clearing facilities inadequate and
resulted in the institution of special procedures, such as trading
rotations, restrictions on certain types of orders or trading halts or
suspensions in one or more options. There can be no assurance that similar
events, or events that may otherwise interfere with the timely execution of
customers' orders, will not recur. In such event, it might not be possible
to effect closing transactions in particular options. If, as a covered call
option writer, a Fund is unable to effect a closing purchase transaction in
a secondary market, it will not be able to sell the underlying security
until the option expires or it delivers the underlying security upon
exercise or it otherwise covers its position.

Specific Options Transactions. A Fund may purchase and sell call and put
options in respect of specific securities (or groups or "baskets" of
specific securities) or stock indices listed on national securities
exchanges or traded in the over-the-counter market. An option on a stock
index is similar to an option in respect of specific securities, except that
settlement does not occur by delivery of the securities comprising the
index. Instead, the option holder receives an amount of cash if the closing
level of the stock index upon which the option is based is greater than, in
the case of a call, or less than, in the case of a put, the exercise price
of the option. Thus, the effectiveness of purchasing or writing stock index
options will depend upon price movements in the level of the index rather
than the price of a particular stock.

A Fund may purchase and sell call and put options on foreign currency.
These options convey the right to buy or sell the underlying currency at a
price which is expected to be lower or higher than the spot price of the
currency at the time the option is exercised or expires.

A Fund may purchase cash-settled options on equity index swaps in
pursuit of its investment objective. Equity index swaps involve the
exchange by a Fund with another party of cash flows based upon the
performance of an index or a portion of an index of securities which usually
includes dividends. A cash-settled option on a swap gives the purchaser the
right, but not the obligation, in return for the premium paid, to receive an
amount of cash equal to the value of the underlying swap as of the exercise
date. These options typically are purchased in privately negotiated
transactions from financial institutions, including securities brokerage
firms.

Successful use by a Fund of options will be subject to the ability of
the Manager to predict correctly movements in the prices of individual
stocks, the stock market generally, foreign currencies or interest rates.
To the extent such predictions are incorrect, a Fund may incur losses.

Swap Agreements. (Dreyfus Premier Market Neutral Fund) Dreyfus
Premier Market Neutral Fund may enter into equity, interest rate and index
swap agreements in an attempt to obtain a particular return when it is
considered desirable to do so, possibly at a lower cost than if the Fund had
invested directly in the asset that yielded the desired return. Swap
agreements are two-party contracts entered into primarily by institutional
investors for periods ranging from a few weeks to more than a year. In a
standard swap transaction, two parties agree to exchange the returns (or
differentials in rates of return) earned or realized on particular
predetermined investments or instruments, which may be adjusted for an
interest factor. The gross returns to be exchanged or "swapped" between the
parties are generally calculated with respect to a "notional amount," i.e.,
the return on or increase in value of a particular dollar amount invested at
a particular interest rate, or in a "basket" of securities representing a
particular index. Forms of swap agreements include interest rate caps,
under which, in return for a premium, one party agrees to make payments to
the other to the extent interest rates exceed a specified rate or "cap";
interest rate floors, under which, in return for a premium, one party agrees
to make payments to the other to the extent interest rates fall below a
specified level or "floor"; and interest rate collars, under which a party
sells a cap and purchases a floor or vice versa in an attempt to protect
itself against interest rate movements exceeding given minimum or maximum
levels.

Most swap agreements entered into by the Fund would calculate the
obligations of the parties to the agreement on a "net basis." Consequently,
the Fund's current obligations (or rights) under a swap agreement generally
will be equal only to the net amount to be paid or received under the
agreement based on the relative values of the positions held by each party
to the agreement (the "net amount"). The risk of loss with respect to swaps
is limited to the net amount of interest payments that the Fund is
contractually obligated to make. If the other party to a swap defaults, the
Fund's risk of loss consists of the net amount of payments that the Fund
contractually is entitled to receive.

Future Developments. (All Funds) A Fund may take advantage of
opportunities in the area of options and futures contracts and options on
futures contracts and any other derivatives which are not presently
contemplated for use by the Fund or which are not currently available but
which may be developed, to the extent such opportunities are both consistent
with the Fund's investment objective and legally permissible for the Fund.
Before entering into such transactions or making any such investment, the
Fund will provide appropriate disclosure in its Prospectus or Statement of
Additional Information.

Forward Commitments. (All Funds) A Fund may purchase securities on a
forward commitment or when-issued basis, which means that delivery and
payment take place a number of days after the date of the commitment to
purchase. The payment obligation and the interest rate receivable on a
forward commitment or when-issued security are fixed when the Fund enters
into the commitment but the Fund does not make a payment until it receives
delivery from the counterparty. The Fund will commit to purchase such
securities only with the intention of actually acquiring the securities, but
the Fund may sell these securities before the settlement date if it is
deemed advisable. The Fund will set aside in a segregated account
permissible liquid assets at least equal at all times to the amount of the
Fund's purchase commitments.

Securities purchased on a forward commitment or when-issued basis are
subject to changes in value (generally changing in the same way, i.e.,
appreciating when interest rates decline and depreciating when interest
rates rise) based upon the public's perception of the creditworthiness of
the issuer and changes, real or anticipated, in the level of interest rates.
Securities purchased on a forward commitment or when-issued basis may expose
a Fund to risks because they may experience such fluctuations prior to their
actual delivery. Purchasing securities on a forward commitment or when-
issued basis can involve the additional risk that the yield available in the
market when the delivery takes place actually may be higher than that
obtained in the transaction itself. Purchasing securities on a forward
commitment or when-issued basis when a Fund is fully or almost fully
invested may result in greater potential fluctuation in the value of the
Fund's net assets and its net asset value per share.

Investment Considerations and Risks

Foreign Securities. (All Funds) Foreign securities markets generally
are not as developed or efficient as those in the United States. Securities
of some foreign issuers are less liquid and more volatile than securities of
comparable U.S. issuers. Similarly, volume and liquidity in most foreign
securities markets are less than in the United States and, at times,
volatility of price can be greater than in the United States.

Because evidences of ownership of foreign securities usually are held
outside the United States, a Fund investing in such securities will be
subject to additional risks which include possible adverse political and
economic developments, seizure or nationalization of foreign deposits and
adoption of governmental restrictions which might adversely affect or
restrict the payment of principal and interest on the foreign securities to
investors located outside the country of the issuer, whether from currency
blockage or otherwise. Moreover, foreign securities held by a Fund may
trade on days when the Fund does not calculate its net asset value and thus
affect the Fund's net asset value on days when investors have no access to
the Fund.

Developing countries have economic structures that are generally less
diverse and mature, and political systems that are less stable, than those
of developed countries. The markets of developing countries may be more
volatile than the markets of more mature economies; however, such markets
may provide higher rates of return to investors. Many developing countries
providing investment opportunities for the Funds have experienced
substantial, and in some periods extremely high, rates of inflation for many
years. Inflation and rapid fluctuations in inflation rates have had and may
continue to have adverse effects on the economies and securities markets of
certain of these countries.

Since foreign securities often are purchased with and payable in
currencies of foreign countries, the value of these assets as measured in
U.S. dollars may be affected favorably or unfavorably by changes in currency
rates and exchange control regulations.

Lower Rated Securities. (Dreyfus Premier Growth and Income Fund and
Dreyfus Premier Emerging Markets Fund) Each of these Funds is permitted to
invest in higher yielding (and, therefore, higher risk) debt securities
(convertible debt securities with respect to Dreyfus Premier Growth and
Income Fund). These securities include those rated below Baa by Moody's
Investors Service, Inc. ("Moody's") and below BBB by Standard & Poor's
Ratings Group ("S&P"), Fitch IBCA, Inc. ("Fitch") and Duff & Phelps Credit
Rating Co. ("Duff," and with the other rating agencies, the "Rating
Agencies") and as low as Caa by Moody's or CCC by S&P, Fitch or Duff with
respect to Dreyfus Premier Growth and Income Fund, and as low as the lowest
rating assigned by the Rating Agencies with respect to Dreyfus Premier
Emerging Markets Fund. These securities are commonly known as junk bonds
and may be subject to certain risks and to greater market fluctuations than
lower yielding investment grade securities. These securities are considered
by the Rating Agencies to be, on balance, predominantly speculative as to
the payment of principal and interest and generally involve more credit risk
than investment grade securities. The retail market for these securities
may be less liquid than that of investment grade securities. Adverse market
conditions could make it difficult for the Fund to sell these securities or
could result in the Fund obtaining lower prices for these securities which
would adversely affect the Fund's net asset value. See "Appendix" for a
general description of the Rating Agencies' ratings. Although ratings may
be useful in evaluating the safety of interest and principal payments, they
do not evaluate the market value risk of these securities. These Funds will
rely on the Manager's judgment, analysis and experience in evaluating the
creditworthiness of an issuer.

Companies that issue certain of these securities often are highly
leveraged and may not have available to them more traditional methods of
financing. Therefore, the risk associated with acquiring the securities of
such issuers generally is greater than is the case with the higher rated
securities. For example, during an economic downturn or a sustained period
of rising interest rates, highly leveraged issuers of these securities may
not have sufficient revenues to meet their interest payment obligations.
The issuer's ability to service its debt obligations also may be affected
adversely by specific corporate developments, forecasts, or the
unavailability of additional financing. The risk of loss because of default
by the issuer is significantly greater for the holders of these securities
because such securities generally are unsecured and often are subordinated
to other creditors of the issuer.

Because there is no established retail secondary market for many of
these securities, a Fund may be able to sell such securities only to a
limited number of dealers or institutional investors. To the extent a
secondary trading market for these securities does exist, it generally is
not as liquid as the secondary market for higher rated securities. The lack
of a liquid secondary market may have an adverse impact on market price and
yield and a Fund's ability to dispose of particular issues when necessary to
meet the Fund's liquidity needs or in response to a specific economic event
such as a deterioration in the creditworthiness of the issuer. The lack of
a liquid secondary market for certain securities also may make it more
difficult for a Fund to obtain accurate market quotations for purposes of
valuing the Fund's portfolio and calculating its net asset value. Adverse
publicity and investor perceptions, whether or not based on fundamental
analysis, may decrease the values and liquidity of these securities. In
such cases, judgment may play a greater role in valuation because less
reliable, objective data may be available.

These securities may be particularly susceptible to economic downturns.
It is likely that an economic recession could disrupt severely the market
for such securities and may have an adverse impact on the value of such
securities. In addition, it is likely that any such economic downturn could
adversely affect the ability of the issuers of such securities to repay
principal and pay interest thereon and increase the incidence of default for
such securities.

A Fund may acquire these securities during an initial offering. Such
securities may involve special risks because they are new issues. No Fund
has any arrangement with any persons concerning the acquisition of such
securities, and the Manager will review carefully the credit and other
characteristics pertinent to such new issues.

Simultaneous Investments. (All Funds) Investment decisions for each
Fund are made independently from those of the other investment companies
advised by the Manager. If, however, such other investment companies desire
to invest in, or dispose of, the same securities as a Fund, available
investments or opportunities for sales will be allocated equitably to each
investment company. In some cases, this procedure may adversely affect the
size of the position obtained for or disposed of by the Fund or the price
paid or received by the Fund.

Market Neutral Investing. (Dreyfus Premier Market Neutral Fund)
Dreyfus Premier Market Neutral Fund seeks to minimize the risks associated
with investing in the general equity market, but an investment in the Fund
may involve more risk than an investment in a mutual fund not engaging in
the sophisticated hedging transactions of this Fund. It is possible that
the Fund's long positions will decline in value at the same time the value
of the securities sold short increases, thereby increasing the potential for
loss. It also is possible that a particular securities position will not
have the anticipated effect on exposure to market risk or that the
particular combination of securities held long and those sold short by the
Fund will fail to insulate the Fund from general equity market risk as
anticipated.

Under normal circumstances, the Fund will have substantial short
positions so as to neutralize its long positions. To establish a short
position, the Fund must borrow the security to make delivery to the buyer.
The Fund is obligated to replace the security borrowed by purchasing it
subsequently at the market price at the time of replacement. The price at
such time may be more or less than the price at which the security was sold
by the Fund, which would result in a loss or gain, respectively. The Fund
may not always be able to borrow a security it wants to sell short and thus
will lose the opportunity to benefit from its strategy. There also is the
risk that the Fund will be unable to close out a short position at any
particular time or at an acceptable price. Although the Fund's gain is
limited to the amount at which it sold the security short, its potential
loss is limited only by the maximum attainable price of the security less
the price at which the security was sold.

Investment Restrictions

Each Fund's investment objective is a fundamental policy, which cannot
be changed without approval by the holders of a majority (as defined in the
1940 Act) of the Fund's outstanding voting shares. In addition, the Funds
have adopted certain investment restrictions as fundamental policies and
certain other investment restrictions as non-fundamental policies, as
described below.

Dreyfus Premier Growth and Income Fund, Dreyfus Premier Emerging
Markets Fund and Dreyfus Premier Market Neutral Fund. Each of these Funds
has adopted investment restrictions numbered 1 through 8 as fundamental
policies, and Dreyfus Premier Market Neutral Fund only has adopted
investment restriction numbered 15 as an additional fundamental policy,
which cannot be changed without approval by the holders of a majority (as
defined in the 1940 Act) of such Fund's outstanding voting shares.
Investment restrictions numbered 9 through 14 are not fundamental policies
and may be changed by vote of a majority of the Company's Board members at
any time. None of these Funds may:

1. Invest more than 25% of the value of its total assets in the
securities of issuers in any single industry, provided that there shall be
no limitation on the purchase of obligations issued or guaranteed by the
U.S. Government, its agencies or instrumentalities.

2. Invest in commodities, except that the Fund may purchase and sell
options, forward contracts, futures contracts, including those relating to
indices, and options on futures contracts or indices.

3. Purchase, hold or deal in real estate, or oil, gas or other
mineral leases or exploration or development programs, but the Fund may
purchase and sell securities that are secured by real estate or issued by
companies that invest or deal in real estate or real estate investment
trusts.

4. Borrow money, except to the extent permitted under the 1940 Act
(which currently limits borrowing to no more than 33-1/3% of the value of
the Fund's total assets). For purposes of this Investment Restriction, the
entry into options, forward contracts, futures contracts, including those
relating to indices, and options on futures contracts or indices shall not
constitute borrowing.

5. Make loans to others, except through the purchase of debt
obligations and the entry into repurchase agreements. However, the Fund may
lend its portfolio securities in an amount not to exceed 33-1/3% of the
value of its total assets. Any loans of portfolio securities will be made
according to guidelines established by the Securities and Exchange
Commission and the Company's Board.

6. Act as an underwriter of securities of other issuers, except to
the extent the Fund may be deemed an underwriter under the Securities Act of
1933, as amended, by virtue of disposing of portfolio securities.

7. Issue any senior security (as such term is defined in Section
18(f) of the 1940 Act), except to the extent the activities permitted in
Investment Restriction Nos. 2, 4, 11 and 12 may be deemed to give rise to a
senior security.

8. Purchase securities on margin, but the Fund may make margin
deposits in connection with transactions in options, forward contracts,
futures contracts, including those relating to indices, and options on
futures contracts or indices.

9. Purchase securities of any company having less than three years'
continuous operations (including operations of any predecessor) if such
purchase would cause the value of the Fund's investments in all such
companies to exceed 5% of the value of its total assets.

10. Invest in the securities of a company for the purpose of
exercising management or control, but the Fund will vote the securities it
owns in its portfolio as a shareholder in accordance with its views.

11. Pledge, mortgage or hypothecate its assets, except to the extent
necessary to secure permitted borrowings and to the extent related to the
purchase of securities on a when-issued or forward commitment basis and the
deposit of assets in escrow in connection with writing covered put and call
options and collateral and initial or variation margin arrangements with
respect to options, forward contracts, futures contracts, including those
relating to indices, and options on futures contracts or indices.

12. Purchase, sell or write puts, calls or combinations thereof,
except as described in the Fund's Prospectus and Statement of Additional
Information.

13. Enter into repurchase agreements providing for settlement in more
than seven days after notice or purchase securities which are illiquid, if,
in the aggregate, more than 15% of the value of the Fund's net assets would
be so invested.

14. Purchase securities of other investment companies, except to the
extent permitted under the 1940 Act.

The following investment restriction numbered 15 is a fundamental
policy and applies only to Dreyfus Premier Market Neutral Fund. Dreyfus
Premier Market Neutral Fund may not:

15. With respect to 75% of the value of its total assets, invest more
than 5% of its assets in the securities of any one issuer or hold more than
10% of the outstanding voting securities of such issuer except for
securities issued or guaranteed by the U.S. Government or any of its
agencies or instrumentalities, which may be purchased without limitation.

* * *

Dreyfus Premier Aggressive Growth Fund only. The Fund has adopted
investment restrictions numbered 1 through 12 as fundamental policies, which
cannot be changed without approval by the holders of a majority (as defined
in the 1940 Act) of the Fund's outstanding voting shares. Investment
restriction number 13 is not a fundamental policy and may be changed by vote
of a majority of the Company's Board members at any time. Dreyfus Premier
Aggressive Growth Fund may not:

1. Purchase the securities of any issuer if such purchase would cause
more than 5% of the value of its total assets to be invested in securities
of any one issuer (except securities of the United States Government or any
instrumentality thereof) nor purchase more than 10% of the voting securities
of any one issuer.

2. Purchase securities of any company having less than three years'
continuous operation (including operations of any predecessors) if such
purchase would cause the value of the Fund's investments in all such
companies to exceed 5% of the value of its assets.

3. Purchase securities of other investment companies, except as they
may be acquired by purchase in the open market involving no commissions or
profits to a sponsor or dealer (other than the customary broker's
commission) or except as they may be acquired as part of a merger,
consolidation or acquisition of assets.

4. Purchase or retain the securities of any issuer if those officers
or directors of the Company or the Manager owning individually more than 1/2
of 1% of the securities of such issuer together own more than 5% of the
securities of such issuer.

5. Purchase, hold or deal in commodities or commodity contracts,
except as set forth in the Fund's Prospectus and Statement of Additional
Information, or in real estate (except for corporate office purposes), but
this shall not prohibit the Fund from investing in marketable securities of
companies engaged in real estate activities or investments.

6. Borrow money, except to the extent permitted under the 1940 Act
(which currently limits borrowing to no more than 33-1/3% of the value of
the Fund's total assets). For purposes of this Investment Restriction, the
entry into options, forward contracts, futures contracts, including those
relating to indices, and options on futures contracts or indices shall not
constitute borrowing.

7. Lend any funds or other assets, except through the purchase of a
portion of an issue of publicly distributed bonds, debentures or other debt
securities or the purchase of bankers' acceptances and commercial paper of
corporations. However, the Company's Board may, on the request of broker-
dealers or other institutional investors which it deems qualified, authorize
the Fund to lend securities, but only when the borrower pledges cash
collateral to the Fund and agrees to maintain such collateral so that it
amounts at all times to at least 100% of the value of the securities. Such
security loans will not be made if, as a result, the aggregate of such loans
exceeds 10% of the value of the Fund's total assets.

8. Act as an underwriter of securities of other issuers.

9. Purchase from or sell to any of the Company's officers or
directors or firms of which any of them are members any securities (other
than capital stock of the Company).

10. Invest in the securities of a company for the purpose of
management or the exercise of control, but the Fund will vote the securities
it owns in its portfolio as a shareholder in accordance with its own views.

11. Engage in the purchase and sale of put and call options or in
writing such options, except as set forth in the Fund's Prospectus and
Statement of Additional Information.

12. Concentrate its investments in any particular industry or
industries, except that the Fund may invest as much as 25% of the value of
its total assets in a single industry.

13. Pledge, mortgage or hypothecate its assets, except to the extent
necessary to secure permitted borrowings and to the extent related to the
purchase of securities on a when-issued or forward commitment basis and the
deposit of assets in escrow in connection with writing covered put and call
options and collateral and initial or variation margin arrangements with
respect to options, forward contracts, futures contracts, including those
relating to indices, and options on futures contracts or indices.

* * *

If a percentage restriction is adhered to at the time of investment, a
later change in percentage resulting from a change in values or assets will
not constitute a violation of such restriction.

MANAGEMENT OF THE COMPANY

The Company's Board is responsible for the management and supervision
of each Fund. The Board approves all significant agreements with those
companies that furnish services to the Fund. These companies are as
follows:

The Dreyfus Corporation Investment Adviser
Premier Mutual Fund Services, Distributor
Inc.
Dreyfus Transfer, Inc. Transfer Agent
Mellon Bank, N.A. Custodian for Dreyfus Premier
Aggressive Growth Fund and
Dreyfus Premier Growth
and Income Fund
The Bank of New York Custodian for Dreyfus Premier
Emerging Markets Fund
Custodial Trust Company Custodian for Dreyfus Premier
Market Neutral Fund

Board members and officers of the Company, together with information as
to their principal business occupations during at least the last five years,
are shown below.

Board Members of the Company

JOSEPH S. DiMARTINO, Chairman of the Board. Since January 1995, Chairman of
the Board of various funds in the Dreyfus Family of Funds. He is a
director of The Noel Group, Inc., a venture capital company (for which,
from February 1995 until November 1997, he was Chairman of the Board),
The Muscular Dystrophy Association, HealthPlan Services Corporation, a
provider of marketing, administrative and risk management services to
health and other benefit programs, Carlyle Industries, Inc. (formerly,
Belding Heminway Company, Inc.), a button packager and distributor,
Century Business Services, Inc., a provider of various outsourcing
functions for small and medium sized companies, and Career Blazers,
Inc. (formerly, Staffing Resources, Inc.), a temporary placement
agency. For more than five years prior to January 1995, he was
President, a director and, until August 1994, Chief Operating Officer
of the Manager and Executive Vice President and a director of Dreyfus
Service Corporation, a wholly-owned subsidiary of the Manager and,
until August 24, 1994, the Company's distributor. From August 1994
until December 31, 1994, he was a director of Mellon Bank Corporation.
He is 55 years old and his address is 200 Park Avenue, New York, New
York 10166.

DAVID P. FELDMAN, Board Member. A director of several mutual funds in the
59 Wall Street Mutual Funds Group and of The Jeffrey Company, a private
investment company. He was employed by AT&T from July 1961 to his
retirement in May 1997, most recently serving as Chairman and Chief
Executive Officer of AT&T Investment Management Corporation. He is 59
years old and his address is c/o AT&T, 466 Lexington Avenue, New York,
New York 10017.

JOHN M. FRASER, JR., Board Member. Retired President of Fraser Associates,
a service company. From September 1975 to June 1978, he was Executive
Vice President of Flagship Cruises, Ltd. Prior thereto, he was Senior
Vice President and Resident Director of the Swedish-American Line for
the United States and Canada. He is 77 years old and his address is
133 East 64th Street, New York, New York 10021.

ROBERT R. GLAUBER, Board Member. Research Fellow, Center for Business and
Government at the John F. Kennedy School of Government, Harvard
University, since January 1992. Mr. Glauber was Under Secretary of the
Treasury for Finance at the U.S. Treasury Department, from May 1989 to
January 1992. For more than five years prior thereto, he was a
Professor of Finance at the Graduate School of Business Administration
of Harvard University and, from 1985 to 1989, Chairman of its Advanced
Management Program. He is Chairman of the Measurisk Group, a risk
measurement advisory and software development firm, co-Chairman of the
Investment Committee, Massachusetts State Retirement Fund, and is also
a director of The Dun & Bradstreet Corp., Exel Limited, a Bermuda based
insurance company, Cooke and Bieler, Inc., investment counselors,
National Association of Securities Dealers, NASD Regulation, Inc. and
the Federal Reserve Bank of Boston. He is 59 years old and his address
is 79 John F. Kennedy Street, Cambridge, Massachusetts 02138.

JAMES F. HENRY, Board Member. President of the CPR Institute for Dispute
Resolution, a non-profit organization principally engaged in the
development of alternatives to business litigation. He was a partner
of the law firm of Lovejoy, Wasson & Ashton from January 1977 to
September 1979. He was President and a director of the Edna McConnell
Clark Foundation, a philanthropic organization, from September 1971 to
December 1976. He is 68 years old and his address is c/o CPR Institute
for Dispute Resolution, 366 Madison Avenue, New York, New York 10017.

ROSALIND GERSTEN JACOBS, Board Member. Director of Merchandise and
Marketing for Corporate Property Investors, a real estate investment
company. From 1974 to 1976, she was owner and manager of a merchandise
and marketing consulting firm. Prior to 1974, she was a Vice President
of Macy's, New York. She is 73 years old and her address is c/o
Corporate Property Investors, 305 East 47th Street, New York, New York
10017.

IRVING KRISTOL, Board Member. John M. Olin Distinguished Fellow of the
American Enterprise Institute for Public Policy Research, co-editor of
The Public Interest magazine, and an author or co-editor of several
books. From May 1981 to December 1994, he was a consultant to the
Manager on economic matters; from 1969 to 1988, he was Professor of
Social Thought at the Graduate School of Business Administration, New
York University; from September 1969 to August 1979, he was Henry R.
Luce Professor of Urban Values at New York University; from 1975 to
1990, he was a director of Lincoln National Corporation, an insurance
company; and from 1977 to 1990, he was director of Warner-Lambert
Company, a pharmaceutical and consumer products company. He is 79
years old and his address is c/o The Public Interest, 1112 16th Street,
N.W., Suite 530, Washington, D.C. 20036.

DR. PAUL A. MARKS, Board Member. President and Chief Executive Officer of
Memorial Sloan-Kettering Cancer Center. He is also director emeritus
of Pfizer, Inc., a pharmaceutical company, where he served as director
from 1978 to 1996; and a director of Tularik, Inc., a biotechnology
company, and Genos, Inc., a genomics company. He was Vice President
for Health Sciences and Director of the Cancer Center at Columbia
University from 1973 to 1980; and Professor of Medicine and of Human
Genetics and Development at Columbia University from 1968 to 1982. He
was a director of Life Technologies, Inc., a life science company
producing products for cell and molecular biology and microbiology,
from 1986 to 1996. He is 72 years old and his address is c/o Memorial
Sloan-Kettering Cancer Center, 1275 York Avenue, New York, New York
10021.

DR. MARTIN PERETZ, Board Member. Editor-in-Chief of The New Republic
magazine and a lecturer in Social Studies at Harvard University, where
he has been a member of the faculty since 1965. He is a trustee of The
Center for Blood Research at the Harvard Medical School; and the
Academy for Liberal Education, an accrediting agency for colleges and
universities certified by the U.S. Department of Education; and a
director of LeukoSite Inc., a biopharmaceutical company. Dr. Peretz is
also a Co-Chairman of The Street.com, a financial daily on the Web.
From 1988 to 1989, he was a director of Bank Leumi Trust Company of New
York, and from 1988 to 1991, he was a director of Carmel Container
Corporation. He is 59 years old and his address is c/o The New
Republic, 1220 19th Street, N.W., Washington, D.C. 20036.

BERT W. WASSERMAN, Board Member. Financial Consultant. He is also a
director of Malibu Entertainment International, Inc., the Lillian
Vernon Corporation and Winstar Communications, Inc. From January 1990
to March 1995, Executive Vice President and Chief Financial Officer,
and, from January 1990 to March 1993, a director of Time Warner Inc.;
from 1981 to 1990, he was a member of the office of the President and a
director of Warner Communications, Inc. He is 66 years old and his
address is 126 East 56th Street, Suite 12 North, New York, New York
10022-3613.

For so long as the Company's plans described in the section captioned
"Distribution Plan and Shareholder Services Plan" remain in effect, the
Board members who are not "interested persons" of the Company, as defined in
the 1940 Act, will be selected and nominated by the Board members who are
not "interested persons" of the Company.

The Company typically pays its Board members an annual retainer and a
per meeting fee and reimburses them for their expenses. The Chairman of the
Board receives an additional 25% of such compensation. Emeritus Board
members are entitled to receive an annual retainer and a per meeting fee of
one-half the amount paid to them as Board members. The aggregate amount of
compensation paid to each Board member by the Company for the fiscal year
ended September 30, 1998, and by all other funds in the Dreyfus Family of
Funds for which such person is a Board member (the number of which is set
forth in parenthesis next to each Board member's total compensation) for the
year ended December 31, 1998, were as follows:

Total
Compensation From
Aggregate Company and Fund
Compensation From Complex Paid to
Name of Borad Member Company* Board Member
____________________ _________________ _________________

Joseph S. DiMartino $10,000 $619,660 (97)

David P. Feldman $7,500 $106,750 (25)

John M. Fraser, Jr. $7,500 $ 75,750 (14)

Robert R. Glauber $7,500 $ 88,250 (22)

James F. Henry $8,000 $ 54,250 (10)

Rosalind Gersten Jacobs $7,500 $ 84,000 (20)

Irving Kristol $7,500 $ 50,000 (10)

Dr. Paul A. Marks $8,000 $ 50,000 (10)

Dr. Martin Peretz $8,000 $ 54,250 (10)

Bert W. Wasserman $8,000 $54,250 (10)

_________________

* Amount does not include reimbursed expenses for attending Board
meetings, which amounted to $2,724 for all Board members as a group.

Officers of the Company

MARIE E. CONNOLLY, President and Treasurer. President, Chief Executive
Officer, Chief Compliance Officer and a director of the Distributor and
Funds Distributor, Inc., the ultimate parent of which is Boston
Institutional Group, Inc., and an officer of other investment companies
advised or administered by the Manager. She is 41 years old.

MARGARET W. CHAMBERS, Vice President and Secretary. Senior Vice President
and General Counsel of Funds Distributor, Inc., and an officer of
other investment companies advised or administered by the Manager.
From August 1996 to March 1998, she was Vice President and Assistant
General Counsel for Loomis, Sayles & Company, L.P. From January 1986
to July 1996, she was an associate with the law firm of Ropes & Gray.
She is 38 years old.

MICHAEL S. PETRUCELLI, Vice President, Assistant Treasurer and Assistant
Secretary. Senior Vice President of Funds Distributor, Inc., and an
officer of other investment companies advised or administered by the
Manager. From December 1989 through November 1996, he was employed by
GE Investment Services where he held various financial, business
development and compliance positions. He also served as Treasurer of
the GE Funds and as a Director of GE Investment Services. He is 37
years old.

STEPHANIE D. PIERCE, Vice President, Assistant Treasurer and Assistant
Secretary. Vice President and Client Development Manager of Funds
Distributor, Inc., and an officer of other investment companies
advised or administered by the Manager. From April 1997 to March
1998, she was employed as a Relationship Manager with Citibank, N.A.
From August 1995 to April 1997, she was an Assistant Vice President
with Hudson Valley Bank, and from September 1990 to August 1995, she
was Second Vice President with Chase Manhattan Bank. She is 30 years
old.

MARY A. NELSON, Vice President and Assistant Treasurer. Vice President of
the Distributor and Funds Distributor, Inc., and an officer of other
investment companies advised or administered by the Manager. From
September 1989 to July 1994, she was an Assistant Vice President and
Client Manager for The Boston Company, Inc. She is 34 years old.

GEORGE A. RIO, Vice President and Assistant Treasurer. Executive Vice
President and Client Service Director of Funds Distributor, Inc., and
an officer of other investment companies advised or administered by
the Manager. From June 1995 to March 1998, he was Senior Vice
President and Senior Key Account Manager for Putnam Mutual Funds.
From May 1994 to June 1995, he was Director of Business Development
for First Data Corporation. From September 1983 to May 1994, he was
Senior Vice President and Manager of Client Services and Director of
Internal Audit at The Boston Company, Inc. He is 43 years old.

JOSEPH F. TOWER, III, Vice President and Assistant Treasurer. Senior Vice
President, Treasurer, Chief Financial Officer and a director of the
Distributor and Funds Distributor, Inc., and an officer of other
investment companies advised or administered by the Manager. From July
1988 to August 1994, he was employed by The Boston Company, Inc. where
he held various management positions in the Corporate Finance and
Treasury areas. He is 36 years old.

DOUGLAS C. CONROY, Vice President and Assistant Secretary. Assistant Vice
President of Funds Distributor, Inc., and an officer of other
investment companies advised or administered by the Manager. From
April 1993 to January 1995, he was a Senior Fund Accountant for
Investors Bank & Trust Company. He is 29 years old.

CHRISTOPHER J. KELLEY, Vice President and Assistant Secretary. Vice
President and Senior Associate General Counsel of the Distributor and
Funds Distributor, Inc., and an officer of other investment companies
advised or administered by the Manager. From April 1994 to July 1996,
he was Assistant Counsel at Forum Financial Group. From October 1992
to March 1994, he was employed by Putnam Investments in legal and
compliance capacities. He is 33 years old.

KATHLEEN K. MORRISEY, Vice President and Assistant Secretary. Manager of
Treasury Services Administration of Funds Distributor, Inc., and an
officer of other investment companies advised or administered by the
Manager. From July 1994 to November 1995, she was a Fund Accountant
for Investors Bank & Trust Company. She is 26 years old.

ELBA VASQUEZ, Vice President and Assistant Secretary. Assistant Vice
President of Funds Distributor, Inc., and an officer of other
investment companies advised or administered by the Manager. From
March 1990 to May 1996, she was employed by U.S. Trust Company of New
York where she held various sales and marketing positions. She is 37
years old.

The address of each officer of the Company is 200 Park Avenue, New
York, New York 10166.

The Company's Board members and officers, as a group, owned less than
1% of each Fund's voting securities outstanding on November 12, 1998.

The following shareholders owned, either beneficially or of record, 5%
or more of the outstanding voting securities of the indicated Funds on
November 12, 1998: Dreyfus Premier Aggressive Growth Fund - Class B shares:
National Investor Services, 55 Water Street, 32nd Floor, New York, NY 10041
- - 18.89%; Dreyfus Trust Company, Custodian, F/B/O, Forest W. Bannes III,
under IRA Plan, Los Angles, CA 90002 - 13.76%; Donaldson, Lufkin, Jennette
Securities Corporation, Inc., P.O. Box 2052, Jersey City, NJ 07302-9998 -
12.43%; BHC Securities, Inc., ATTN: Mutual Funds, One Commerce Square, 2005
Market Street, Suite 1200, Philadelphia, PA 19103 - 9.36%; NFSC - F/E/B/O #
109-162418, FMT Company Custodian IRA Rollover, F/B/O Stanley E. Burnham,
Leesburg, VA 20175 - 7.45%; MLPF&S For the Sole Benefit of its Customers,
ATTN: Fund Administration A/C - 97KB5, 4800 Deer Lake Drive E, Floor 3,
Jacksonville, FL 32246-6484, 6.82%; Class C shares: PaineWebber for the
Benefit of John K. Powell and Judith H. Powell Co-TTEES of the River Place
Condos, Maperville, IL 60540 - 68.4%; Dreyfus Trust Company Custodian, Frank
E. Gallob, Deceased, Carol Heimer, Beneficiary, Under IRA Plan, West
Hartford, CT, 06117 - 27.11%; Class R shares: Open Payment Technologies,
Inc., Profit Sharing Plan & Trust Agreement, 7500 N. Dreamy Draw Drive,
Suite 210, Phoenix, AZ 85020-4669 - 58.5%; Dreyfus Trust Company Custodian,
F/B/O Darlene Daigger, under SEP-IRA Plan, Joliet, IL 60435-4347 - 11.64%;
Premier Mutual Fund Services, Inc., Attn: Paul Prescott, 60 State St.,
Suite 300, Boston, MA 02109-1803 - 9.8%; Dreyfus Trust Company Custodian,
F/B/O Paula Sharf, Under 403(B)(7) Plan, Floral Park, NY 11005 - 8.36%;
Dreyfus Trust Company Custodian, F/B/O, Edward J. Miller Under SEP/SAR-SEP
IRA Plan, Erol, NJ 08081-1523 - 5.1%; Dreyfus Premier Emerging Markets -
Class A shares: MBCIC, c/o Mellon Bank, ATTN: Michael Botsford, 919 N.
Market Street, Wilmington, DE 19801-3023 - 97.8%; Class C shares: MBCIC,
c/o Mellon Bank, ATTN: Michael Botsford, 919 N. Market Street, Wilmington,
DE 19801-3023 - 95.7%; Class C shares: MBCIC, C/o Mellon Bank, ATTN:
Michael Botsford, 919 N. Market Street, Wilmington, DE 19801-3023 - 100%;
Class R shares: MBCIC, c/o Mellon Bank, ATTN: Michael Botsford, 919 M.
Market Street, Wilmington, DE 19801-3023 - 100%; Dreyfus Premier Growth &
Income Fund, Class C shares: MLPF&S for the Sole Benefit of its Customers,
ATTN: Fund Administration A/C 97JP9, 4800 Deer Lake Drive E, Floor 3,
Jacksonville, FL 32246-6484 - 27%; Follmer Rudzewicz & Co. PC, Employees
Profit Sharing Plan, F/B/O David M. Gustkey, Hesa, AZ 85215-1064 - 14.7%;
Report Systems Inc. Employees Profit Sharing Plan & Trust F/B/O, Judith A.
Brooks, Fenton, MI 48430-3225 - 11.5%; Follmer Rudzewicz & Co, PC Employees
Profit Sharing Plan, F/B/O Anthony Frabotta, Rochester Hills, MI 48309-2728
- - 11.1%; Follmer Rudzewicz & Co PC Employees Profit Sharing Plan F/B/O Diane
M. Dherckers, Sterling Heights, MI 48310 - 10.4% - Follmer Rudzewicz & Co
PC Employees Profit Sharing Plan F/B/O Peter E. Meagher III, White Lake, MI
48386-3554 - 8.99%; Dreyfus Trust Company Custodian F/B/O George E.
Manganelli Under IRA Plan, Kalamazoo, MI 49009-8570 - 6.3%; Dreyfus Trust
Company, F/B/O Catherine Manganelli, Under IRA Plan, Kalamazoo, MI 49009-
8570 - 6.3%; Follmer Rudzewicz & Co. PC Employees Profit Sharing Plan, F/B/O
Timothy J. Caughlin, Rochester Hills, MI 48309 - 6.1%; Dreyfus Premier
Market Mutual Fund, Class A shares: MBCIC, c/o Mellon Bank, ATTN: Michael
Botsford, 919 N. Market Street, Wilmington, DE 19801-3023 - 99.2%; Class B
shares: MBCIC, c/o Mellon Bank, ATTN: Michael Botsford, 919 N. Market
Street, Wilmington, DE 19801-3023 - 94.2%; Class C shares: MBCIC, c/o
Mellon Bank, ATTN: Michael Botsford, 919 N. Market Street, Wilmington, DE
19801-3023 - 99.9%; Class R shares: MBCIC, c/o Mellon Bank, ATTN: Michael
Botsford, 919 N. Market Street, Wilmington, DE 19801-3023 - 100%. A
shareholder who beneficially owns, directly or indirectly, more than 25% of
a Fund's voting securities may be deemed a "control person" (as defined in
the 1940 Act) of that Fund.

MANAGEMENT ARRANGEMENTS

Investment Adviser. The Manager is a wholly-owned subsidiary of Mellon
Bank, N.A., which is a wholly-owned subsidiary of Mellon Bank Corporation
("Mellon"). Mellon is a publicly owned multibank holding company
incorporated under Pennsylvania law in 1971 and registered under the Federal
Bank Holding Company Act of 1956, as amended. Mellon provides a
comprehensive range of financial products and services in domestic and
selected international markets. Mellon is among the twenty-five largest
bank holding companies in the United States based on total assets.

The Manager provides management services pursuant to the Management
Agreement (the "Agreement") dated August 24, 1994, as amended December 11,
1995, with the Company. As to each Fund, the Agreement is subject to annual
approval by (i) the Company's Board or (ii) vote of a majority (as defined
in the 1940 Act) of the outstanding voting securities of such Fund, provided
that in either event the continuance also is approved by a majority of the
Board members who are not "interested persons" (as defined in the 1940 Act)
of the Company or the Manager, by vote cast in person at a meeting called
for the purpose of voting on such approval. In respect of Dreyfus Premier
Aggressive Growth Fund, the Agreement was approved by shareholders on August
2, 1994 and was last approved by the Company's Board, including a majority
of the Board members who are not "interested persons" of any party to the
Agreement, at a meeting held on December 7, 1998. In respect of each other
Fund, the Agreement was last so approved by the Company's Board on June 8,
1998. As to each Fund, the Agreement is terminable without penalty, on 60
days' notice, by the Company's Board or by vote of the holders of a majority
of such Fund's shares, or, on not less than 90 days' notice, by the Manager.
The Agreement will terminate automatically, as to the relevant Fund, in the
event of its assignment (as defined in the 1940 Act).

The following persons are officers and/or directors of the Manager:
Christopher M. Condron, Chairman of the Board and Chief Executive Officer;
Stephen E. Canter, President, Chief Operating Officer, Chief Investment
Officer and a director; Thomas F. Eggers, Vice Chairman-Institutional;
Lawrence S. Kash, Vice Chairman and a director; Ronald P. O'Hanley III, Vice
Chairman; J. David Officer, Vice Chairman and a director; William T.
Sandalls, Jr., Executive Vice President; Mark N. Jacobs, Vice President,
General Counsel and Secretary; Patrice M. Kozlowski, Vice President-
Corporate Communications; Mary Beth Leibig, Vice President-Human Resources;
Andrew S. Wasser, Vice President-Information Systems; Theodore A. Schachar,
Vice President; Wendy Strutt, Vice President; Richard Terres, Vice
President; William H. Maresca, Controller; James Bitetto, Assistant
Secretary; Steven F. Newman, Assistant Secretary; and Mandell L. Berman,
Burton C. Borgelt, Steven G. Elliott, Martin C. McGuinn, Richard W. Sabo and
Richard F. Syron, directors.

The Manager manages each Fund's investments in accordance with the
stated policies of such Fund, subject to the approval of the Company's
Board. The Manager is responsible for investment decisions, and provides
the Funds with portfolio managers who are authorized by the Board to execute
purchases and sales of securities. The Funds' portfolio managers are John
S. Cone and John J. Nagorniak (with respect to Dreyfus Premier Market
Neutral Fund), Daniel Beneat and Ronald Chapman (with respect to Dreyfus
Premier Emerging Markets Fund), Timothy Ghriskey and Douglas D. Ramos (with
respect to Dreyfus Premier Growth and Income Fund) and Paul A. LaRocco (with
respect to Dreyfus Premier Aggressive Growth Fund). The Manager also
maintains a research department with a professional staff of portfolio
managers and securities analysts who provide research services for the Funds
and for other funds advised by the Manager.

The Manager maintains office facilities on behalf of the Company, and
furnishes statistical and research data, clerical help, accounting, data
processing, bookkeeping and internal auditing and certain other required
services to the Company. The Manager may pay the Distributor for
shareholder services from the Manager's own assets, including past profits
but not including the management fees paid by the Funds. The Distributor
may use part or all of such payments to pay Service Agents (as defined
below) in respect of these services. The Manager also may make such
advertising and promotional expenditures, using its own resources, as it
from time to time deems appropriate.

All expenses incurred in the operation of the Company are borne by the
Company, except to the extent specifically assumed by the Manager. The
expenses borne by the Company include: organizational costs, taxes,
interest, brokerage fees and commissions, if any, fees of Board members who
are not officers, directors, employees or holders of 5% or more of the
outstanding voting securities of the Manager or any of its affiliates,
Securities and Exchange Commission fees, state Blue Sky qualification fees,
advisory fees, charges of registrars and custodians, transfer and dividend
disbursing agents' fees, outside auditing and legal expenses, costs of
maintaining the Company's existence, costs attributable to investor
services, costs of preparing and printing prospectuses and statements of
additional information for regulatory purposes and for distribution to
existing shareholders, costs of shareholders' reports and meetings, and any
extraordinary expenses. In addition, Class B and Class C shares are subject
to an annual distribution fee and Class A, Class B and Class C shares are
subject to an annual service fee. See "Distribution Plan and Shareholder
Services Plan." Expenses attributable to a particular Fund are charged
against the assets of that Fund; other expenses of the Company are allocated
among the Funds on the basis determined by the Board, including, but not
limited to, proportionately in relation to the net assets of each Fund.

As compensation for the Manager's services to the Company, the Company
has agreed to pay the Manager a monthly management fee at the annual rate of
.75% of the value of Dreyfus Premier Aggressive Growth Fund's and Dreyfus
Premier Growth and Income Fund's average daily net assets, 1.25% of the value
of Dreyfus Premier Emerging Markets Fund's average daily net assets, and 1.50%
of the value of Dreyfus Premier Market Neutral Fund's average daily net
assets.

For the fiscal years ended September 30, 1996, 1997 and 1998, the
management fees paid by the Company for Dreyfus Premier Aggressive Growth Fund
amounted to $3,965,630, $3,168,792 and $1,904,346, respectively. For the
period December 29, 1995 (commencement of operations) to September 30, 1996,
and for the fiscal years ended September 30, 1997 and 1998, the management
fees payable by the Company for Dreyfus Premier Growth and Income Fund
amounted to $174,196, $736,630 and $865,004, respectively, which amounts were
reduced by $93,014, $104,847 and $15,082, respectively, pursuant to an
undertaking by the Manager, resulting in a net management fee of $81,172 for
fiscal 1996, $631,783 for fiscal 1997, and $849,922 for fiscal 1998. For the
period March 31, 1998 (commencement of operations) to September 30, 1998, the
management fee payable by the Company for Dreyfus Premier Emerging Markets
Fund amounted to $10,583, which amount was waived pursuant to an undertaking
by the Manager. For the period June 29, 1998 (commencement of operations) to
September 30, 1998, the management fee payable by the Company for Dreyfus
Premier Market Neutral Fund amounted to $18,944, which amount was waived
pursuant to an undertaking by the Manager.

The Manager has agreed that if in any fiscal year the aggregate
expenses of the Fund, exclusive of taxes, brokerage, interest on borrowings
and (with the prior written consent of the necessary state securities
commissions) extraordinary expenses, but including the management fee,
exceed, with respect to Class A of Dreyfus Premier Aggressive Growth Fund,
1-1/2% of the average value of such Fund's net assets attributable to its
Class A shares or, with respect to each other Class of Dreyfus Premier
Aggressive Growth Fund and with respect to each other Fund, the expense
limitation of any state having jurisdiction over the Fund, the Fund may
deduct from the payment to be made to the Manager under the Agreement, or
the Manager will bear, such excess expense. Such deduction or payment, if
any, will be estimated daily, and reconciled and effected or paid, as the
case may be, on a monthly basis.

The aggregate of the fees payable to the Manager is not subject to
reduction as the value of a Fund's net assets increases.

Distributor. Premier Mutual Fund Services, Inc., located at 60 State
Street, Boston, Massachusetts 02109, serves as each Fund's distributor on
a best efforts basis pursuant to an agreement with the Company which is
renewable annually.

With respect to Dreyfus Premier Aggressive Growth Fund, for the fiscal
years ended September 30, 1996, 1997 and 1998, the Distributor retained $0,
$6,161 and $16,473, respectively, from sales loads on Class A shares. For
the same periods, the Distributor retained $0, $3,347 and $1,774 from
contingent deferred sales charges ("CDSC") on Class B shares and $0, $699
and $0 from the CDSC on Class C shares of Dreyfus Premier Aggressive Growth
Fund. With respect to Dreyfus Premier Growth and Income Fund, for the
fiscal years ended September 30, 1996, 1997 and 1998, the Distributor
retained $0, $73,407 and $17,593, respectively, from sales loads on Class A
shares. For the same periods, the Distributor retained $23,871, $247,893
and $274,226 from the CDSC on Class B shares and $5,484, $7,050 and $3,377
from the CDSC on Class C shares of Dreyfus Premier Growth and Income Fund.
With respect to Dreyfus Premier Emerging Markets Fund, for the period from
March 31, 1998 to September 30, 1998, the Distributor retained $0 from
sales loads on Class A shares, $0 from the CDSC on Class B shares and $0
from the CDSC on Class C shares. With respect to Dreyfus Premier Market
Neutral Fund, for the period from June 29, 1998 to September 30, 1998, the
Distributor retained $0 from sales loads on Class A shares, $1,943 from the
CDSC on Class B shares and $0 from the CDSC on Class C shares.

The Distributor may pay dealers a fee of up to .5% of the amount
invested through such dealers in Fund shares by employees participating in
qualified or non-qualified employee benefit plans or other programs where
(i) the employers or affiliated employers maintaining such plans or
programs have a minimum of 250 employees eligible for participation in such
plans or programs or (ii) such plan's or program's aggregate investment in
the Dreyfus Family of Funds or certain other products made available by the
Distributor to such plans or programs exceeds $1,000,000 ("Eligible Benefit
Plans"). Shares of funds in the Dreyfus Family of Funds then held by
Eligible Benefit Plans will be aggregated to determine the fee payable.
The Distributor reserves the right to cease paying these fees at any time.
The Distributor will pay such fees from its own funds, other than amounts
received from a Fund, including past profits or any other source available
to it.

The Distributor, at its expense, may provide promotional incentives to
dealers that sell shares of funds advised by the Manager which are sold
with a sales load. In some instances, those incentives may be offered only
to certain dealers who have sold or may sell significant amounts of shares.

Transfer and Dividend Disbursing Agent and Custodian. Dreyfus
Transfer, Inc. (the "Transfer Agent"), a wholly-owned subsidiary of the
Manager, P.O. Box 9671, Providence, Rhode Island 02940-9671, is the
Company's transfer and dividend disbursing agent. Under a transfer agency
agreement with the Company, the Transfer Agent arranges for the maintenance
of shareholder account records for each Fund, the handling of certain
communications between shareholders and the Fund and the payment of
dividends and distributions payable by the Fund. For these services, the
Transfer Agent receives a monthly fee computed on the basis of the number
of shareholder accounts it maintains for each Fund during the month, and is
reimbursed for certain out-of-pocket expenses.

Mellon Bank, N.A., the Manager's parent, One Mellon Bank Center,
Pittsburgh, Pennsylvania 15258, acts as custodian of the investments of
Dreyfus Premier Aggressive Growth Fund and Dreyfus Premier Growth and
Income Fund. The Bank of New York, 90 Washington Street, New York, New
York 10286, acts as custodian of the investments of Dreyfus Premier
Emerging Markets Fund. Custodial Trust Company, Princeton, New Jersey,
acts as custodian of the investments of Dreyfus Premier Market Neutral
Fund. Under a separate custody agreement with the Company, each custodian
holds the relevant Funds' securities and keeps all necessary accounts and
records. For its custody services, each custodian receives a monthly fee
based on the market value of the relevant Funds' assets held in custody and
receives certain securities transactions charges.

HOW TO BUY SHARES

General. Class A shares, Class B shares and Class C shares may be
purchased only by clients of certain financial institutions (which may
include banks), securities dealers ("Selected Dealers") and other industry
professionals (collectively, "Service Agents"), except that full-time or
part-time employees the Manager or any of its affiliates or subsidiaries,
directors of the Manager, Board members of a fund advised by the Manager,
including members of the Company's Board, or the spouse or minor child of
any of the foregoing may purchase Class A shares directly through the
Distributor. Subsequent purchases may be sent directly to the Transfer
Agent or your Service Agent.

Class R shares are offered only to institutional investors acting for
themselves or in a fiduciary, advisory, agency, custodial or similar
capacity for qualified or non-qualified employee benefit plans, including
pension, profit-sharing, IRAs set up under a Simplified Employee Pension
Plan ("SEP-IRAs") and other deferred compensation plans, whether established
by corporations, partnerships, non-profit entities or state and local
governments ("Retirement Plans"). The term "Retirement Plans" does not
include IRAs or IRA "Rollover Accounts." Class R shares may be purchased
for a Retirement Plan only by a custodian, trustee, investment manager or
other entity authorized to act on behalf of such Retirement Plan.
Institutions effecting transactions in Class R shares for the accounts of
their clients may charge their clients direct fees in connection with such
transactions.

When purchasing Fund shares, you must specify which Class is being
purchased. Stock certificates are issued only upon your written request.
No certificates are issued for fractional shares. The Company reserves the
right to reject any purchase order.

Service Agents may receive different levels of compensation for selling
different Classes of shares. Management understands that some Service
Agents may impose certain conditions on their clients which are different
from those described in the relevant Fund's Prospectus and this Statement of
Additional Information, and, to the extent permitted by applicable
regulatory authority, may charge their clients direct fees. You should
consult your Service Agent in this regard.

The minimum initial investment is $1,000. Subsequent investments must
be at least $100. However, the minimum initial investment is $750 for
Dreyfus-sponsored Keogh Plans, IRAs (including regular IRAs, spousal IRAs
for a non-working spouse, Roth IRAs, SEP-IRAs and rollover IRAs) and
403(b)(7) Plans with only one participant and $500 for Dreyfus-sponsored
Education IRAs, with no minimum for subsequent purchases. The initial
investment must be accompanied by the Account Application. The Company
reserves the right to offer Fund shares without regard to minimum purchase
requirements to employees participating in certain qualified or non-
qualified employee benefit plans or other programs where contributions or
account information can be transmitted in a manner and form acceptable to
the Company. The Company reserves the right to vary further the initial and
subsequent investment minimum requirements at any time.

The Internal Revenue Code of 1986, as amended (the "Code"), imposes
various limitations on the amount that may be contributed to certain
Retirement Plans. These limitations apply with respect to participants at
the plan level and, therefore, do not directly affect the amount that may be
invested in a Fund by a Retirement Plan. Participants and plan sponsors
should consult their tax advisers for details.

Fund shares also may be purchased through Dreyfus-Automatic Asset
Builderr, Dreyfus Government Direct Deposit Privilege and Dreyfus Payroll
Savings Plan described under "Shareholder Services." These services enable
you to make regularly scheduled investments and may provide you with a
convenient way to invest for long-term financial goals. You should be
aware, however, that periodic investment plans do not guarantee a profit and
will not protect an investor against loss in a declining market.

Fund shares are sold on a continuous basis. Net asset value per share
is determined as of the close of trading on the floor of the New York Stock
Exchange (currently 4:00 p.m., New York time), on each day the New York
Stock Exchange is open for business. For purposes of determining net asset
value, options and futures contracts will be valued 15 minutes after the
close of trading on the floor of the New York Stock Exchange. Net asset
value per share of each Class is computed by dividing the value of the
Fund's net assets represented by such Class (i.e., the value of its assets
less liabilities) by the total number of shares of such Class outstanding.
Each 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 Company's Board. For further information regarding the
methods employed in valuing the Funds' investments, see "Determination of
Net Asset Value."

If an order is received in proper form by the Transfer Agent or other
entity authorized to receive orders on behalf of the Fund by the close of
trading on the floor of the New York Stock Exchange (currently 4:00 p.m.,
New York time) on a business day, Fund shares will be purchased at the
public offering price determined as of the close of trading on the floor of
the New York Stock Exchange on that day. Otherwise, Fund shares will be
purchased at the public offering price determined as of the close of trading
on the floor of the New York Stock Exchange on the next business day, except
where shares are purchased through a dealer as provided below.

Orders for the purchase of Fund shares received by dealers by the close
of trading on the floor of the New York Stock Exchange on any business day
and transmitted to the Distributor or its designee by the close of its
business day (normally 5:15 p.m., New York time) will be based on the public
offering price per share determined as of the close of trading on the floor
of the New York Stock Exchange on that day. Otherwise, the orders will be
based on the next determined public offering price. It is the dealer's
responsibility to transmit orders so that they will be received by the
Distributor or its designee before the close of its business day. For
certain institutions that have entered into agreements with the Distributor,
payment for the purchase of Fund shares may be transmitted, and must be
received by the Transfer Agent, within three business days after the order
is placed. If such payment is not received within three business days after
the order is placed, the order may be canceled and the institution could be
held liable for resulting fees and/or losses.

Class A Shares. The public offering price for Class A shares is the
net asset value per share of that Class plus, except for shareholders
beneficially owning shares of Dreyfus Premier Aggressive Growth Fund on
December 31, 1995 or of a Fund on November 30, 1996, a sales load as shown
below:
Total Sales Load
___________________________

As a % of As a % of
Amount of Transaction offering net asset
price per value per
share share
_________ _________

Less than $50,000 5.75 6.10
$50,000 to less than $100,000 4.50 4.70
$100,000 to less than $250,000 3.50 3.60
$250,000 to less than $500,000 2.50 2.60
$500,000 to less than $1,000,000 2.00 2.00
$1,000,000 or more -0- -0-

For shareholders who beneficially owned Class A shares of a Fund on
November 30, 1996, the public offering price for Class A shares of such
Fund, except as set forth below with respect to certain shareholders of
Dreyfus Premier Aggressive Growth Fund, is the net asset value per share of
Class A plus a sales load as shown below:

Total Sales Load
__________________________
As a % of As a % of
Amount of Transaction offering net asset
price per value per
share share
_________ _________

Less than $50,000 4.50 4.70
$50,000 to less than $100,000 4.00 4.20
$100,000 to less than $250,000 3.00 3.10
$250,000 to less than $500,000 2.50 2.60
$500,000 to less than $1,000,000 2.00 2.00
$1,000,000 or more -0- -0-

For shareholders who beneficially owned Class A shares of Dreyfus
Premier Aggressive Growth Fund on December 31, 1995, the public offering
price for Class A shares of Dreyfus Premier Aggressive Growth Fund is the
net asset value per share of Class A plus a sales load as shown below:

Total Sales Load
________________________

As a % of As a % of
Amount of Transaction offering net asset
price per value per
share share
_________ _________

Less than $100,000 3.00 3.10
$100,000 to less than $250,000 2.75 2.80
$250,000 to less than $500,000 2.25 2.30
$500,000 to less than $1,000,000 2.00 2.00
$1,000,000 or more 1.00 1.00

A CDSC of 1% will be assessed at the time of redemption of Class A
shares purchased without an initial sales charge as part of an investment of
at least $100,000,000 and redeemed within one year of purchase. The
Distributor may pay Service Agents an amount up to 1% of the net asset value
of Class A shares purchased by their clients that are subject to CDSC.

The scale of sales loads applies to purchases of Class A shares made by
any "purchaser," which term includes an individual and/or spouse purchasing
securities for his, her or their own account or for the account of any minor
children, or a trustee or other fiduciary purchasing securities for a single
trust estate or a single fiduciary account (including a pension, profit-
sharing or other employee benefit trust created pursuant to a plan qualified
under Section 401 of the Code) although more than one beneficiary is
involved; or a group of accounts established by or on behalf of the
employees of an employer or affiliated employers pursuant to an employee
benefit plan or other program (including accounts established pursuant to
Sections 403(b), 408(k), and 457 of the Code); or an organized group which
has been in existence for more than six months, provided that it is not
organized for the purpose of buying redeemable securities of a registered
investment company and provided that the purchases are made through a
central administration or a single dealer, or by other means which result in
economy of sales effort or expense.

Set forth below is an example of the method of computing the offering
price of the Class A shares of each Fund. The example assumes a purchase of
Class A shares of the Fund aggregating less than $50,000 subject to the
schedule of sales charges set forth in the Fund's Prospectus at a price
based upon the net asset value of a Class A share on September 30, 1998 for
each Fund:
Dreyfus Dreyfus Dreyfus Dreyfus
Premier Premier Premier Premier
Aggressive Growth and Emerging Market
Growth Fund Income Fund Markets Fund Neutral Fund
___________ ___________ ____________ ____________

Net Asset Value per $7.16 $17.39 $7.24 $11.61
Share

Per Share Sales
Charge - 5.75%*
of offering price
(6.10% of net asset
value per share) $ .44 $1.06 $ .44 $ .71

Per Share Offering
Price to the Public $7.60 $18.45 $7.68 $12.32

_____________________
* Class A shares of Dreyfus Premier Aggressive Growth Fund purchased by
shareholders beneficially owning Class A shares of such Fund on December 31,
1995 or November 30, 1996, and Class A shares of Dreyfus Premier Growth and
Income Fund purchased by shareholders beneficially owning Class A shares of
such Fund on November 30, 1996, are subject to a different sales load
schedule, as described above.

Full-time employees of NASD member firms and full-time employees of
other financial institutions which have entered into an agreement with the
Distributor pertaining to the sale of Fund shares (or which otherwise have a
brokerage related or clearing arrangement with an NASD member firm or
financial institution with respect to the sale of such shares) may purchase
Class A shares for themselves directly or pursuant to an employee benefit
plan or other program, or for their spouses or minor children, at net asset
value, provided they have furnished the Distributor with such information as
it may request from time to time in order to verify eligibility for this
privilege. This privilege also applies to full-time employees of financial
institutions affiliated with NASD member firms whose full-time employees are
eligible to purchase Class A shares at net asset value. In addition, Class
A shares are offered at net asset value to full-time or part-time employees
of the Manager or any of its affiliates or subsidiaries, directors of the
Manager, Board members of a fund advised by the Manager, including members
of the Company's Board, or the spouse or minor child of any of the
foregoing.

Class A shares are offered at net asset value without a sales load to
employees participating in Eligible Benefit Plans. Class A shares also may
be purchased (including by exchange) at net asset value without a sales load
for Dreyfus-sponsored IRA "Rollover Accounts" with the distribution proceeds
from a qualified retirement plan or a Dreyfus-sponsored 403(b)(7) plan,
provided, at the time of such distribution, such qualified retirement plan
or Dreyfus-sponsored 403(b)(7) plan (a) met the requirements of an Eligible
Benefit Plan and all or a portion of such plan's assets were invested in
funds in the Dreyfus Premier Family of Funds or the Dreyfus Family of Funds
or certain other products made available by the Distributor to such plans,
or (b) invested all of its assets in certain funds in the Dreyfus Premier
Family of Funds or the Dreyfus Family of Funds or certain other products
made available by the Distributor to such plans.

Class A shares may be purchased at net asset value through certain
broker-dealers and other financial institutions which have entered into an
agreement with the Distributor, which includes a requirement that such
shares be sold for the benefit of clients participating in a "wrap account"
or a similar program under which such clients pay a fee to such broker-
dealer or other financial institution.

Class A shares also may be purchased at net asset value, subject to
appropriate documentation, through a broker-dealer or other financial
institution with the proceeds from the redemption of shares of a registered
open-end management investment company not managed by the Manager or its
affiliates. The purchase of Class A shares of a Fund must be made within 60
days of such redemption and the shares redeemed must have been subject to an
initial sales charge or a contingent deferred sales charge.

Class A shares also may be purchased at net asset value, subject to
appropriate documentation, by (i) qualified separate accounts maintained by
an insurance company pursuant to the laws of any State or territory of the
United States, (ii) a State, county or city or instrumentality thereof,
(iii) a charitable organization (as defined in Section 501(c)(3) of the
Code) investing $50,000 or more in Fund shares, and (iv) a charitable
remainder trust (as defined in Section 501(c)(3) of the Code).

Class B Shares. The public offering price for Class B shares is the
net asset value per share of that Class. No initial sales charge is imposed
at the time of purchase. A CDSC is imposed, however, on certain redemptions
of Class B shares as described in the relevant Fund's Prospectus. The
Distributor compensates certain Service Agents for selling Class B shares at
the time of purchase from the Distributor's own assets. The proceeds of the
CDSC and the distribution fee, in part, are used to defray these expenses.

Approximately six years after the date of purchase, Class B shares
automatically will convert to Class A shares, based on the relative net
asset values for shares of each such Class. Class B shares that have been
acquired through the reinvestment of dividends and distributions will be
converted on a pro rata basis together with other Class B shares, in the
proportion that a shareholder's Class B shares converting to Class A shares
bears to the total Class B shares not acquired through the reinvestment of
dividends and distributions.

Class C Shares. The public offering price for Class C shares is the
net asset value per share of that Class. No initial sales charge is imposed
at the time of purchase. A CDSC is imposed, however, on redemptions of
Class C shares made within the first year of purchase. See "Class B Shares"
above and "How to Redeem Shares."

Class R Shares. The public offering price for Class R shares is the
net asset value per share of that Class.

Right of Accumulation--Class A Shares. Reduced sales loads apply to
any purchase of Class A shares, shares of other funds in the Dreyfus Premier
Family of Funds, shares of certain other funds advised by the Manager which
are sold with a sales load and shares acquired by a previous exchange of
such shares (hereinafter referred to as "Eligible Funds"), by you and any
related "purchaser" as defined above, where the aggregate investment,
including such purchase, is $50,000 or more. If, for example, you
previously purchased and still hold Class A shares, or shares of any other
Eligible Fund or combination thereof, with an aggregate current market value
of $40,000 and subsequently purchase Class A shares or shares of an Eligible
Fund having a current value of $20,000, the sales load applicable to the
subsequent purchase would be reduced to 4.5% of the offering price. All
present holdings of Eligible Funds may be combined to determine the current
offering price of the aggregate investment in ascertaining the sales load
applicable to each subsequent purchase.

To qualify for reduced sales loads, at the time of purchase you or your
Service Agent must notify the Distributor if orders are made by wire, or the
Transfer Agent if orders are made by mail. The reduced sales load is
subject to confirmation of your holdings through a check of appropriate
records.

TeleTransfer Privilege. You may purchase shares by telephone if you
have checked the appropriate box and supplied the necessary information on
the Account Application or have filed a Shareholder Services Form with the
Transfer Agent. The proceeds will be transferred between the bank account
designated in one of these documents and your Fund account. Only a bank
account maintained in a domestic financial institution which is an Automated
Clearing House ("ACH") member may be so designated.

TeleTransfer purchase orders may be made at any time. Purchase orders
received by 4:00 p.m., New York time, on any business day that the Transfer
Agent and the New York Stock Exchange are open for business will be
credited to the shareholder's Fund account on the next bank business day
following such purchase order. Purchase orders made after 4:00 p.m., New
York time, on any business day the Transfer Agent and the New York Stock
Exchange are open for business, or orders made on Saturday, Sunday or any
Fund holiday (e.g., when the New York Stock Exchange is not open for
business), will be credited to the shareholder's Fund account on the second
bank business day following such purchase order. To qualify to use the
TeleTransfer Privilege, the initial payment for purchase of shares must be
drawn on, and redemption proceeds paid to, the same bank and account as are
designated on the Account Application or Shareholder Services Form on file.
If the proceeds of a particular redemption are to be wired to an account at
any other bank, the request must be in writing and signature-guaranteed.
See "How to Redeem Shares--TeleTransfer Privilege."

Reopening an Account. You may reopen an account with a minimum
investment of $100 without filing a new Account Application during the
calendar year the account is closed or during the following calendar year,
provided the information on the old Account Application is still applicable.

DISTRIBUTION PLAN AND SHAREHOLDER SERVICES PLAN

Class B and Class C shares are subject to a Distribution Plan and Class
A, Class B and Class C shares are subject to a Shareholder Services Plan.

Distribution Plan. Rule 12b-1 (the "Rule") adopted by the Securities
and Exchange Commission under the 1940 Act provides, among other things,
that an investment company may bear expenses of distributing its shares only
pursuant to a plan adopted in accordance with the Rule. The Company's Board
has adopted such a plan (the "Distribution Plan") with respect to each
Fund's Class B and Class C shares pursuant to which the Fund pays the
Distributor for distributing such shares at an annual rate of .75% of the
value of the average daily net assets of Class B and Class C shares. The
Company's Board believes that there is a reasonable likelihood that the
Distribution Plan will benefit each Fund and the holders of its Class B and
Class C shares.

A quarterly report of the amounts expended under the Distribution Plan,
and the purposes for which such expenditures were incurred, must be made to
the Board for its review. In addition, the Distribution Plan provides that
it may not be amended to increase materially the costs which holders of a
Fund's Class B or Class C shares may bear pursuant to the Distribution Plan
without the approval of the holders of such shares and that other material
amendments of the Distribution Plan must be approved by the Company's Board,
and by the Board members who are not "interested persons" (as defined in the
1940 Act) of the Company and have no direct or indirect financial interest
in the operation of the Distribution Plan or in any agreements entered into
in connection with the Distribution Plan, by vote cast in person at a
meeting called for the purpose of considering such amendments. As to each
Fund, the Distribution Plan is subject to annual approval by such vote cast
in person at a meeting called for the purpose of voting on the Distribution
Plan. The Distribution Plan was last so approved by the Board at a meeting
held on June 8, 1998. As to the relevant Class of shares of a Fund, the
Distribution Plan may be terminated at any time by vote of a majority of the
Board members who are not "interested persons" and have no direct or
indirect financial interest in the operation of the Distribution Plan or in
any agreements entered into in connection with the Distribution Plan or by
vote of the holders of a majority of such Class of shares.

For the fiscal year ended September 30, 1998, Dreyfus Premier
Aggressive Growth Fund paid the Distributor pursuant to the Distribution
Plan $1,369 with respect to Class B shares and $71 with respect to Class C
shares. For the fiscal year ended September 30, 1998, Dreyfus Premier
Growth and Income Fund paid the Distributor pursuant to the Distribution
Plan $526,708 with respect to Class B shares and $35,765 with respect to
Class C shares. For the period March 31, 1998 (commencement of operations)
to September 30, 1998, Dreyfus Premier Emerging Markets Fund paid the
Distributor pursuant to the Distribution Plan $642 with respect to Class B
shares and $626 with respect to Class C shares. For the period June 29,
1998 (commencement of operations) to September 30, 1998, Dreyfus Premier
Market Neutral Fund paid the Distributor pursuant to the Distribution Plan
$3,863 with respect to Class B shares and $931 with respect to Class C
shares.

Shareholder Services Plan. The Company has adopted a Shareholder
Services Plan with respect to each Fund, pursuant to which the Fund pays the
Distributor for the provision of certain services to the holders of the
Fund's Class A, Class B and Class C shares at an annual rate of .25% of the
value of the average daily net assets of such shares. The services provided
may include personal services relating to shareholder accounts, such as
answering shareholder inquiries regarding the Fund and providing reports and
other information, and services related to the maintenance of such
shareholder accounts. Under the Shareholder Services Plan, the Distributor
may make payments to Service Agents in respect of these services.

A quarterly report of the amounts expended under the Shareholder
Services Plan, and the purposes for which such expenditures were incurred,
must be made to the Board for its review. In addition, the Shareholder
Services Plan provides that material amendments must be approved by the
Company's Board, and by the Board members who are not "interested persons"
(as defined in the 1940 Act) of the Company and have no direct or indirect
financial interest in the operation of the Shareholder Services Plan or in
any agreements entered into in connection with the Shareholder Services
Plan, by vote cast in person at a meeting called for the purpose of
considering such amendments. As to each Fund, the Shareholder Services Plan
is subject to annual approval by such vote cast in person at a meeting
called for the purpose of voting on the Shareholder Services Plan. The
Shareholder Services Plan was last so approved by the Board at a meeting
held on June 8, 1998. As to the relevant Class of shares of a Fund, the
Shareholder Services Plan is terminable at any time by vote of a majority of
the Board members who are not "interested persons" and who have no direct or
indirect financial interest in the operation of the Shareholder Services
Plan or in any agreements entered into in connection with the Shareholder
Services Plan.

For the fiscal year ended September 30 1998, Dreyfus Premier Aggressive
Growth Fund paid the Distributor pursuant to the Shareholder Services Plan
$634,269 with respect to Class A shares, $456 with respect to Class B shares
and $24 with respect to Class C shares. For the fiscal year ended September
30, 1998, Dreyfus Premier Growth and Income Fund paid the Distributor
pursuant to the Shareholder Services Plan $100,144 with respect to Class A
shares, $175,569 with respect to Class B shares and $11,922 with respect to
Class C shares. For the period March 31, 1998 (commencement of operations)
to September 30, 1998, Dreyfus Premier Emerging Markets Fund paid the
Distributor pursuant to the Shareholder Services Plan $1,484 with respect to
Class A shares, $214 with respect to Class B shares and $209 with respect to
Class C shares. For the period June 29, 1998 (commencement of operations)
to September 30, 1998, Dreyfus Premier Market Neutral Fund paid the
Distributor pursuant to the Shareholder Services Plan $1,248 with respect to
Class A shares, $1,288 with respect to Class B shares and $310 with respect
to Class C shares.

HOW TO REDEEM SHARES

Contingent Deferred Sales Charge--Class B Shares. A CDSC payable to
the Distributor is imposed on any redemption of Class B shares which reduces
the current net asset value of your Class B shares to an amount which is
lower than the dollar amount of all payments by you for the purchase of
Class B shares of the Fund held by you at the time of redemption. No CDSC
will be imposed to the extent that the net asset value of the Class B shares
redeemed does not exceed (i) the current net asset value of Class B shares
acquired through reinvestment of dividends or capital gain distributions,
plus (ii) increases in the net asset value of your Class B shares above the
dollar amount of all your payments for the purchase of Class B shares held
by you at the time of redemption.

If the aggregate value of Class B shares redeemed has declined below
their original cost as a result of the Fund's performance, a CDSC may be
applied to the then-current net asset value rather than the purchase price.

In circumstances where the CDSC is imposed, the amount of the charge
will depend on the number of years for the time you purchased the Class B
shares until the time of redemption of such shares. Solely for purposes of
determining the number of years from the time of any payment for the
purchase of Class B shares, all payments during a month will be aggregated
and deemed to have been made on the first day of the month.

The following table sets forth the rates of the CDSC for Class B
shares:

Year Since CDSC as a % of Amount
Purchase Payment Invested or Redemption
Was Made Proceeds
________________ ______________________

First .................... 4.00
Second .................. 4.00
Third .................. 3.00
Fourth ................... 3.00
Fifth ................... 2.00
Sixth .................. 1.00

In determining whether a CDSC is applicable to a redemption, the
calculation will be made in a manner that results in the lowest possible
rate. It will be assumed that the redemption is made first of amounts
representing shares acquired pursuant to the reinvestment of dividends and
distributions; then of amounts representing the increase in net asset value
of Class B shares above the total amount of payments for the purchase of
Class B shares made during the preceding six years; then of amounts
representing the cost of shares purchased six years prior to the redemption;
and finally, of amounts representing the cost of shares held for the longest
period of time within the applicable six-year period.

For example, assume an investor purchased 100 shares at $10 per share
for a cost of $1,000. Subsequently, the shareholder acquired five
additional shares through dividend reinvestment. During the second year
after the purchase the investor decided to redeem $500 of the investment.
Assuming at the time of the redemption the net asset value had appreciated
to $12 per share, the value of the investor's shares would be $1,260 (105
shares at $12 per share). The CDSC would not be applied to the value of the
reinvested dividend shares and the amount which represents appreciation
($260). Therefore, $240 of the $500 redemption proceeds ($500 minus $260)
would be charged at a rate of 4% (the applicable rate in the second year
after purchase) for a total CDSC of $9.60.

Contingent Deferred Sales Charge--Class C Shares. A CDSC of 1% payable
to the Distributor is imposed on any redemption of Class C shares within one
year of the date of purchase. The basis for calculating the payment of any
such CDSC will be the method used in calculating the CDSC for Class B
shares. See "Contingent Deferred Sales Charge--Class B Shares" above.

Waiver of CDSC. The CDSC applicable to Class B and Class C shares
may be waived in connection with (a) redemptions made within one year
after the death or disability, as defined in Section 72(m)(7) of the Code,
of the shareholder, (b) redemptions by employees participating in Eligible
Benefit Plans, (c) redemptions as a result of a combination of any
investment company with the Fund by merger, acquisition of assets or
otherwise, (d) a distribution following retirement under a tax-deferred
retirement plan or upon attaining age 70-1/2 in the case of an IRA or Keogh
plan or custodial account pursuant to Section 403(b) of the Code, and (e)
redemptions pursuant to the Automatic Withdrawal Plan, as described below.
If the Company's Board determines to discontinue the waiver of the CDSC,
the disclosure herein will be revised appropriately. Any Fund shares
subject to a CDSC which were purchased prior to the termination of such
waiver will have the CDSC waived as provided in the Fund's Prospectus or
this Statement of Additional Information at the time of the purchase of
such shares.

To qualify for a waiver of the CDSC, at the time of redemption you
must notify the Transfer Agent or your Service Agent must notify the
Distributor. Any such qualification is subject to confirmation of your
entitlement.

Redemption Through a Selected Dealer. If you are a customer of a
Selected Dealer, you may make redemption requests to your Selected Dealer.
If the Selected Dealer transmits the redemption request so that it is
received by the Transfer Agent prior to the close of trading on the floor of
the New York Stock Exchange (currently 4:00 p.m., New York time), the
redemption request will be effective on that day. If a redemption request
is received by the Transfer Agent after the close of trading on the floor of
the New York Stock Exchange, the redemption request will be effective on the
next business day. It is the responsibility of the Selected Dealer to
transmit a request so that it is received in a timely manner. The proceeds
of the redemption are credited to your account with the Selected Dealer.
See "How to Buy Shares" for a discussion of additional conditions or fees
that may be imposed upon redemption.

In addition, the Distributor or its designee will accept orders from
Selected Dealers with which the Distributor has sales agreements for the
repurchase of shares held by shareholders. Repurchase orders received by
dealers by the close of trading on the floor of the New York Stock Exchange
on any business day and transmitted to the Distributor or its designee prior
to the close of its business day (normally 5:15 p.m., New York time) are
effected at the price determined as of the close of trading on the floor of
the New York Stock Exchange on that day. Otherwise, the shares will be
redeemed at the next determined net asset value. It is the responsibility
of the Selected Dealer to transmit orders on a timely basis. The Selected
Dealer may charge the shareholder a fee for executing the order. This
repurchase arrangement is discretionary and may be withdrawn at any time.

Reinvestment Privilege. Upon written request, you may reinvest up to
the number of Class A or Class B shares you have redeemed, within 45 days of
redemption, at the then-prevailing net asset value without a sales load, or
reinstate your account for the purpose of exercising Fund Exchanges. Upon
reinstatement, with respect to Class B shares, or Class A shares if such
shares were subject to a CDSC, your account will be credited with an amount
equal to the CDSC previously paid upon redemption of the Class A or Class B
shares reinvested. The Reinvestment Privilege may be exercised only once.

Wire Redemption Privilege. By using this Privilege, you authorize the
Transfer Agent to act on wire, telephone or letter redemption instructions
from any person representing himself or herself to be you, or a
representative of your Service Agent, and reasonably believed by the
Transfer Agent to be genuine. Ordinarily, the Company will initiate
payment for shares redeemed pursuant to this Privilege on the next business
day after receipt by the Transfer Agent of the redemption request in proper
form. Redemption proceeds ($1,000 minimum) will be transferred by Federal
Reserve wire only to the commercial bank account you have specified on the
Account Application or Shareholder Services Form, or to a correspondent
bank if your bank is not a member of the Federal Reserve System. Fees
ordinarily are imposed by such bank and borne by the investor. Immediate
notification by the correspondent bank to your bank is necessary to avoid a
delay in crediting the funds to your bank account.

If you have access to telegraphic equipment you may wire redemption
requests to the Transfer Agent by employing the following transmittal code
which may be used for domestic or overseas transmissions:

Transfer Agent's
Transmittal Code Answer Back Sign
________________ ________________

144295 144295 TSSG PREP

If you do not have direct access to telegraphic equipment you may have
the wire transmitted by contacting a TRT Cables operator at 1-800-654-7171,
toll free. You should advise the operator that the above transmittal code
must be used and you should also inform the operator of the Transfer
Agent's answer back sign.

To change the commercial bank or account designated to receive
redemption proceeds, a written request must be sent to the Transfer Agent.
This request must be signed by each shareholder, with each signature
guaranteed as described below under "Stock Certificates; Signatures."

TeleTransfer Privilege. You may request by telephone that redemption
proceeds be transferred between your Fund account and your bank account.
Only a bank account maintained in a domestic financial institution which is
an ACH member may be designated. Holders of jointly registered Fund or
bank accounts may redeem through the TeleTransfer Privilege for transfer to
their bank account not more than $250,000 within any 30-day period.
Redemption proceeds will be on deposit in the your account at an ACH member
bank ordinarily two business days after receipt of the redemption request.
You should be aware that if you have selected the TeleTransfer Privilege,
any request for a wire redemption will be effected as a TeleTransfer
transaction through the ACH system unless more prompt transmittal
specifically is requested. See "How to Buy Shares--TeleTransfer
Privilege."

Stock Certificates; Signatures. Any certificates representing Fund
shares to be redeemed must be submitted with the redemption request.
Written redemption requests must be signed by each shareholder, including
each holder of a joint account, and each signature must be guaranteed.
Signatures on endorsed certificates submitted for redemption also must be
guaranteed. The Transfer Agent has adopted standards and procedures
pursuant to which signature-guarantees in proper form generally will be
accepted from domestic banks, brokers, dealers, credit unions, national
securities exchanges, registered securities associations, clearing
agencies, and savings associations, as well as from participants in the New
York Stock Exchange Medallion Signature Program, the Securities Transfer
Agents Medallion Program ("STAMP") and the Stock Exchanges Medallion
Program. Guarantees must be signed by an authorized signatory of the
guarantor and "Signature-Guaranteed" must appear with the signature. The
Transfer Agent may request additional documentation from corporations,
executors, administrators, trustees or guardians, and may accept other
suitable verification arrangements from foreign investors, such as consular
verification.

Redemption Commitment. The Company has committed itself to pay in
cash all redemption requests by any shareholder of record of a Fund,
limited in amount during any 90-day period to the lesser of $250,000 or 1%
of such value of such Fund's net assets at the beginning of such period.
Such commitment is irrevocable without the prior approval of the Securities
and Exchange Commission and is a fundamental policy of the Company which
may not be changed without shareholder approval. In the case of requests
for redemption in excess of such amount, the Board reserves the right to
make payments in whole or in part in securities or other assets in case of
an emergency or any time a cash distribution would impair the liquidity of
the Fund to the detriment of the existing shareholders. In such event, the
securities would be valued in the same manner as the Fund's securities are
valued. If the recipient sold such securities, brokerage charges would be
incurred.

Suspension of Redemptions. The right of redemption may be suspended
or the date of payment postponed (a) during any period when the New York
Stock Exchange is closed (other than customary weekend and holiday
closings), (b) when trading in the markets the relevant Fund ordinarily
utilizes is restricted, or when an emergency exists as determined by the
Securities and Exchange Commission so that disposal of the Fund's
investments or determination of its net asset value is not reasonably
practicable, or (c) for such other periods as the Securities and Exchange
Commission by order may permit to protect the Fund's shareholders.

SHAREHOLDER SERVICES

Fund Exchanges. You may purchase, in exchange for shares of a Class of
a Fund, shares of the same class of another Fund or of certain other funds
managed or administered by the Manager, to the extent such shares are
offered for sale in your state of residence. Shares of the same Class of
such funds purchased by exchange will be purchased on the basis of relative
net asset value per share as follows:

A. Exchanges for shares of funds that are offered without a sales load
will be made without a sales load.

B. Shares of funds purchased without a sales load may be exchanged for
shares of other funds sold with a sales load, and the applicable sales
load will be deducted.

C. Shares of funds purchased with a sales load may be exchanged without a
sales load for shares of other funds sold without a sales load.

D. Shares of funds purchased with a sales load, shares of funds acquired
by a previous exchange from shares purchased with a sales load and
additional shares acquired through reinvestment of dividends or
distributions of any such funds (collectively referred to herein as
"Purchased Shares") may be exchanged for shares of other funds sold
with a sales load (referred to herein as "Offered Shares"), provided
that, if the sales load applicable to the Offered Shares exceeds the
maximum sales load that could have been imposed in connection with the
Purchased Shares (at the time the Purchased Shares were acquired),
without giving effect to any reduced loads, the difference will be
deducted.

E. Shares of funds subject to a CDSC that are exchanged for shares of
another fund will be subject to the higher applicable CDSC of the two
funds, and for purposes of calculating CDSC rates and conversion
periods, if any, will be deemed to have been held since the date the
shares being exchanged were initially purchased.

To accomplish an exchange under item D above, your Service Agent acting
on your behalf must notify the Transfer Agent of your prior ownership of
fund shares and your account number.

You also may exchange your Fund shares that are subject to a CDSC for
shares of Dreyfus Worldwide Dollar Money Market Fund, Inc. The shares so
purchased will be held in a special account created solely for this purpose
("Exchange Account"). Exchanges of shares from an Exchange Account only can
be made into certain other funds managed or administered by the Manager. No
CDSC is charged when an investor exchanges into an Exchange Account;
however, the applicable CDSC will be imposed when shares are redeemed from
an Exchange Account or other applicable Fund account. Upon redemption, the
applicable CDSC will be calculated without regard to the time such shares
were held in an Exchange Account. See "How to Redeem Shares." Redemption
proceeds for Exchange Account shares are paid by Federal wire or check only.
Exchange Account shares also are eligible for the Dreyfus Auto-Exchange
Privilege, Dreyfus Dividend Sweep and the Automatic Withdrawal Plan.

To request an exchange, your Service Agent acting on your behalf must
give exchange instructions to the Transfer Agent in writing or by telephone.
The ability to issue exchange instructions by telephone is given to all Fund
shareholders automatically, unless you check the applicable "No" box on the
Account Application, indicating that you specifically refuse this Privilege.
By using the Telephone Exchange Privilege, you authorize the Transfer Agent
to act on telephonic instructions (including over The Dreyfus Touchr
automated telephone system) from any person representing himself or herself
to be you, or a representative of your Service Agent, and reasonably
believed by the Transfer Agent to be genuine. Telephone exchanges may be
subject to limitations as to the amount involved or the number of telephone
exchanges permitted. Shares issued in certificate form are not eligible for
telephone exchange. No fees currently are charged shareholders directly in
connection with exchanges, although the Company reserves the right, upon not
less than 60 days' written notice, to charge shareholders a nominal
administrative fee in accordance with rules promulgated by the Securities
and Exchange Commission.

To establish a personal retirement plan by exchange, shares of the fund
being exchanged must have a value of at least the minimum initial investment
required for the fund into which the exchange is being made.

Exchanges of Class R shares held by a Retirement Plan may be made only
between the investor's Retirement Plan account in one fund and such
investor's Retirement Plan account in another fund.

Dreyfus Auto-Exchange Privilege. Dreyfus Auto-Exchange Privilege
permits you to purchase, in exchange for shares of a Fund, shares of the
same Class of another fund in the Dreyfus Premier Family of Funds or
certain funds in the Dreyfus Family of Funds. This Privilege is available
only for existing accounts. With respect to Class R shares held by a
Retirement Plan, exchanges may be made only between the investor's
Retirement Plan account in one fund and such investor's Retirement Plan
account in another fund. Shares will be exchanged on the basis of relative
net asset value as described above under "Fund Exchanges." Enrollment in
or modification or cancellation of this Privilege is effective three
business days following notification by the investor. You will be notified
if your account falls below the amount designated to be exchanged under
this Privilege. In this case, your account will fall to zero unless
additional investments are made in excess of the designated amount prior to
the next Auto-Exchange transaction. Shares held under IRA and other
retirement plans are eligible for this Privilege. Exchanges of IRA shares
may be made between IRA accounts and from regular accounts to IRA accounts,
but not from IRA accounts to regular accounts. With respect to all other
retirement accounts, exchanges may be made only among those accounts.

Fund Exchanges and Dreyfus Auto-Exchange Privilege are available to
shareholders resident in any state in which shares of the fund being
acquired may legally be sold. Shares may be exchanged only between
accounts having identical names and other identifying designations.

Shareholder Services Forms and prospectuses of the other funds may be
obtained by calling 1-800-554-4611. The Company reserves the right to
reject any exchange request in whole or in part. The Fund Exchanges
service or Dreyfus Auto-Exchange Privilege may be modified or terminated at
any time upon notice to shareholders.

Dreyfus-Automatic Asset Builderr. Dreyfus-Automatic Asset Builder
permits you to purchase Fund shares (minimum of $100 and maximum of $150,000
per transaction) at regular intervals selected by you. Fund shares are
purchased by transferring funds from the bank account designated by you.

Dreyfus Government Direct Deposit Privilege. Dreyfus Government Direct
Deposit Privilege enables you to purchase Fund shares (minimum of $100 and
maximum of $50,000 per transaction) by having Federal salary, Social
Security, or certain veterans', military or other payments from the U.S.
Government automatically deposited into your Fund account. You may deposit
as much of such payments as you elect.

Dreyfus Payroll Savings Plan. Dreyfus Payroll Savings Plan permits you
to purchase Fund shares (minimum of $100 per transaction) automatically on a
regular basis. Depending upon your employer's direct deposit program, you
may have part or all of your paycheck transferred to your existing Dreyfus
account electronically through the ACH system at each pay period. To
establish a Payroll Savings Plan account, you must file an authorization
form with your employer's payroll department. It is the sole responsibility
of your employer, not the Distributor, the Manager, the Company, the
Transfer Agent or any other person, to arrange for transactions under
Dreyfus Payroll Savings Plan.

Dividend Options. Dreyfus Dividend Sweep allows you to invest
automatically your dividends or dividends and capital gain distributions,
if any, from a Fund in shares of the same Class of another fund in the
Dreyfus Premier Family of Funds or certain funds in the Dreyfus Family of
Funds of which you are a shareholder. Shares of the same Class of other
funds purchased pursuant to this privilege will be purchased on the basis
of relative net asset value per share as follows:

(a) Dividends and distributions paid by a fund may be invested
without imposition of a sales load in shares of other funds
that are offered without a sales load.

(b) Dividends and distributions paid by a fund which does not
charge a sales load may be invested in shares of other funds
sold with a sales load, and the applicable sales load will be
deducted.

(c) Dividends and distributions paid by a fund which charges a
sales load may be invested in shares of other funds sold with
a sales load (referred to herein as "Offered Shares"),
provided that, if the sales load applicable to the Offered
Shares exceeds the maximum sales load charged by the fund
from which dividends or distributions are being swept,
without giving effect to any reduced loads, the difference
will be deducted.

(d) Dividends and distributions paid by a fund may be invested in
the shares of other funds that impose a CDSC and the
applicable CDSC, if any, will be imposed upon redemption of
such shares.

Dreyfus Dividend ACH permits you to transfer electronically dividends
or dividends and capital gain distributions, if any, from a Fund to a
designated bank account. Only an account maintained at a domestic financial
institution which is an ACH member may be so designated. Banks may charge a
fee for this service.

Automatic Withdrawal Plan. The Automatic Withdrawal Plan permits you
to request withdrawal of a specified dollar amount (minimum of $50) on
either a monthly or quarterly basis if you have a $5,000 minimum account.
Withdrawal payments are the proceeds from sales of Fund shares, not the
yield on the shares. If withdrawal payments exceed reinvested dividends and
distributions, your shares will be reduced and eventually may be depleted.
Automatic Withdrawal may be terminated at any time by you, the Company or
the Transfer Agent. Shares for which certificates have been issued may not
be redeemed through the Automatic Withdrawal Plan.

No CDSC with respect to Class B shares will be imposed on withdrawals
made under the Automatic Withdrawal Plan, provided that the amounts
withdrawn under the plan do not exceed on an annual basis 12% of the
account value at the time the shareholder elects to participate in the
Automatic Withdrawal Plan. Withdrawals with respect to Class B shares
under the Automatic Withdrawal Plan that exceed on an annual basis 12% of
the value of the shareholders account will be subject to a CDSC on the
amounts exceeding 12% of the initial account value. Withdrawals of Class
A shares subject to a CDSC and Class C shares under the Automatic
Withdrawal Plan will be subject to any applicable CDSC. Purchases of
additional Class A shares where the sales load is imposed concurrently
with withdrawals of Class A shares generally are undesirable.

Certain Retirement Plans, including Dreyfus-sponsored retirement
plans, may permit certain participants to establish an automatic
withdrawal plan from such Retirement Plans. Participants should consult
their Retirement Plan sponsor and tax adviser for details. Such a
withdrawal plan is different than the Automatic Withdrawal Plan.

Letter of Intent--Class A Shares. By signing a Letter of Intent
form, which can be obtained by calling 1-800-554-4611, you become eligible
for the reduced sales load applicable to the total number of Eligible Fund
shares purchased in a 13-month period pursuant to the terms and conditions
set forth in the Letter of Intent. A minimum initial purchase of $5,000
is required. To compute the applicable sales load, the offering price of
shares you hold (on the date of submission of the Letter of Intent) in any
Eligible Fund that may be used toward "Right of Accumulation" benefits
described above may be used as a credit toward completion of the Letter of
Intent. However, the reduced sales load will be applied only to new
purchases.

The Transfer Agent will hold in escrow 5% of the amount indicated in
the Letter of Intent for payment of a higher sales load if you do not
purchase the full amount indicated in the Letter of Intent. The escrow
will be released when you fulfill the terms of the Letter of Intent by
purchasing the specified amount. If your purchases qualify for a further
sales load reduction, the sales load will be adjusted to reflect your
total purchase at the end of 13 months. If total purchases are less than
the amount specified, you will be requested to remit an amount equal to
the difference between the sales load actually paid and the sales load
applicable to the aggregate purchases actually made. If such remittance
is not received within 20 days, the Transfer Agent, as attorney-in-fact
pursuant to the terms of the Letter of Intent, will redeem an appropriate
number of Class A shares of the Fund held in escrow to realize the
difference. Signing a Letter of Intent does not bind you to purchase, or
the Fund to sell, the full amount indicated at the sales load in effect at
the time of signing, but you must complete the intended purchase to obtain
the reduced sales load. At the time you purchase Class A shares, you must
indicate your intention to do so under a Letter of Intent. Purchases
pursuant to a Letter of Intent will be made at the then-current net asset
value plus the applicable sales load in effect at the time such Letter of
Intent was executed.

Corporate Pension/Profit-Sharing and Personal Retirement Plans. The
Company makes available to corporations a variety of prototype pension and
profit-sharing plans, including a 401(k) Salary Reduction Plan. In
addition, the Company makes available Keogh Plans, IRAs (including regular
IRAs, spousal IRAs for a non-working spouse, Roth IRAs, SEP-IRAs, Rollover
IRAs and Education IRAs) and 403(b)(7) Plans. Plan support services also
are available. You can obtain details on the various plans by calling the
following numbers toll free: for Keogh Plans, please call 1-800-358-5566;
for IRAs (except SEP-IRAs), please call 1-800-554-4611; or for SEP-IRAs,
401(k) Salary Reduction Plans and 403(b)(7) Plans, please call 1-800-322-
7880.

If you wish to purchase Fund shares in conjunction with a Keogh Plan, a
403(b)(7) Plan or an IRA, including a SEP-IRA, you may request from the
Distributor forms for adoption of such plans.

The entity acting as custodian for Keogh Plans, 403(b)(7) Plans or IRAs
may charge a fee, payment of which could require the liquidation of shares.
All fees charged are described in the appropriate form.

Shares may be purchased in connection with these plans only by direct
remittance to the entity acting as custodian. Purchases for these plans may
not be made in advance of receipt of funds.

The minimum initial investment for corporate plans, Salary Reduction
Plans, 403(b)(7) Plans and SEP-IRAs with more than one participant, is
$1,000 with no minimum for subsequent purchases. The minimum initial
investment is $750 for Dreyfus-sponsored Keogh Plans, IRAs (including
regular IRAs, spousal IRAs for a non-working spouse, Roth IRAs, SEP-IRAs,
and rollover IRAs) and 403(b)(7) Plans with only one participant and $500
for Dreyfus-sponsored Education IRAs, with no minimum for subsequent
purchases.

You should read the prototype retirement plan and the appropriate form
of custodial agreement for further details on eligibility, service fees and
tax implications, and you should consult a tax adviser.

DETERMINATION OF NET ASSET VALUE

Valuation of Portfolio Securities. Portfolio securities, including
covered call options written by a Fund, are valued at the last sale price on
the securities exchange or national securities market on which such
securities primarily are traded. Securities not listed on an exchange or
national securities market, or securities in which there were no
transactions, are valued at the average of the most recent bid and asked
prices, except in the case of open short positions where the asked price is
used for valuation purposes. Bid price is used when no asked price is
available. Any assets or liabilities initially expressed in terms of
foreign currency will be translated into U.S. dollars at the midpoint of
the New York interbank market spot exchange rate as quoted on the day of
such translation by the Federal Reserve Bank of New York or, if no such rate
is quoted on such date, at the exchange rate previously quoted by the
Federal Reserve Bank of New York, or at such other quoted market exchange
rate as may be determined to be appropriate by the Manager. Forward
currency contracts will be valued at the current cost of offsetting the
contract. If a Fund has to obtain prices as of the close of trading on
various exchanges throughout the world, the calculation of net asset value
may not take place contemporaneously with the determination of prices of
certain of the Funds' securities. Short-term investments may be carried at
amortized cost, which approximates value. Expenses and fees, including the
management fee and fees pursuant to the Distribution Plan and Shareholder
Services Plan, are accrued daily and taken into account for the purpose of
determining the net asset value of a Fund's shares. Because of the
difference in operating expenses incurred by each Class, the per share asset
value of each Class will differ.

Restricted securities, as well as securities or other assets for which
recent market quotations are not readily available, or are not valued by a
pricing service approved by the Board, are valued at fair value as
determined in good faith by the Board. The Board will review the method of
valuation on a current basis. In making their good faith valuation of
restricted securities, the Board members generally will take the following
factors into consideration: restricted securities which are, or are
convertible into, securities of the same class of securities for which a
public market exists usually will be valued at market value less the same
percentage discount at which purchased. This discount will be revised
periodically by the Board if the Board members believe that it no longer
reflects the value of the restricted securities. Restricted securities not
of the same class as securities for which a public market exists usually
will be valued initially at cost. Any subsequent adjustment from cost will
be based upon considerations deemed relevant by the Board.

New York Stock Exchange Closings. The holidays (as observed) on which
the New York Stock Exchange is closed currently are: New Year's Day, Martin
Luther King Jr. Day, Presidents' Day, Good Friday, Memorial Day,
Independence Day, Labor Day, Thanksgiving and Christmas.

DIVIDENDS, DISTRIBUTIONS AND TAXES

Management believes that each Fund has qualified as a "regulated
investment company" under the Code for the fiscal year ended September 30,
1998. Each Fund intends to continue to so qualify if such qualification is
in the best interests of its shareholders. As a regulated investment
company, each Fund will pay no Federal income tax on net investment income
and net realized securities gains to the extent that such income and gains
are distributed to shareholders in accordance with applicable provisions of
the Code. To qualify as a regulated investment company, the Fund must
distribute at least 90% of its net income (consisting of net investment
income and net short-term capital gain) to its shareholders and meet certain
asset diversification and other requirements. If a Fund did not qualify as
a regulated investment company, it would be treated for tax purposes as an
ordinary corporation subject to Federal income tax. The term "regulated
investment company" does not imply the supervision of management or
investment practices or policies by any government agency.

If you elect to receive dividends and distributions in cash, and your
dividend or distribution check is returned to the Fund as undeliverable or
remains uncashed for six months, the Fund reserves the right to reinvest
such dividends or distributions and all future dividends and distributions
payable to you in additional Fund shares at net asset value. No interest
will accrue on amounts represented by uncashed distribution or redemption
checks.

Any dividend or distribution paid shortly after an investor's purchase
may have the effect of reducing the aggregate net asset value of the shares
below the cost of the investment. Such a dividend or distribution would be a
return of investment in an economic sense, although taxable as stated in the
Fund's Prospectus. In addition, the Code provides that if a shareholder
holds shares of a Fund for six months or less and has received a capital
gain distribution with respect to such shares, any loss incurred on the sale
of such shares will be treated as long-term capital loss to the extent of
the capital gain distribution received.

A Fund may qualify for and may make an election permitted under Section
853 of the Code so that shareholders may be eligible to claim a credit or
deduction on their Federal income tax returns for, and will be required to
treat as part of the amounts distributed to them, their pro rata portion of
qualified taxes paid or incurred by the Fund to foreign countries (which
taxes relate primarily to investment income). A Fund may make an election
under Section 853 of the Code, provided that more than 50% of the value of
the Fund's total assets at the close of the taxable year consists of
securities in foreign corporations, and the Fund satisfies the applicable
distribution provisions of the Code. The foreign tax credit available to
shareholders is subject to certain limitations imposed by the Code.

Ordinarily, gains and losses realized from portfolio transactions will
be treated as capital gains and losses. However, a portion of the gain or
loss realized from the disposition of foreign currencies (including foreign
currency denominated bank deposits) and non-U.S. dollar denominated
securities (including debt instruments and certain futures or forward
contracts and options) may be treated as ordinary income or loss under
Section 988 of the Code. In addition, all or a portion of any gains
realized from the sale or other disposition of certain market discount bonds
will be treated as ordinary income under Section 1276 of the Code. Finally,
all or a portion of the gain realized from engaging in "conversion
transactions" may be treated as ordinary income under Section 1258 of the
Code. "Conversion transactions" are defined to include certain forward,
futures, option and straddle transactions, transactions marketed or sold to
produce capital gains, or transactions described in Treasury regulations to
be issued in the future.

Under Section 1256 of the Code, any gain or loss realized by a Fund
from certain financial futures or forward contracts and options transactions
(other than those taxed under Section 988 of the Code) will be treated as
60% long-term capital gain or loss and 40% short-term capital gain or loss.
Gain or loss will arise upon the exercise or lapse of such contracts and
options as well as from closing transactions. In addition, any such
contract or option remaining unexercised at the end of the Fund's taxable
year will be treated as sold for their then fair market value, resulting in
additional gain or loss to the Fund characterized in the manner described
above.

Offsetting positions held by a Fund involving certain futures or
forward contracts or options transactions may be considered, for tax
purposes, to constitute "straddles." "Straddles" are defined to include
"offsetting positions" in actively traded personal property. The tax
treatment of "straddles" is governed by Sections 1092 and 1258 of the Code,
which, in certain circumstances, override or modify the provisions of
Sections 988 and 1256 of the Code. As such, all or a portion of any short
or long-term capital gain from certain "straddle" transactions may be
recharacterized as ordinary income.

If a Fund were treated as entering into "straddles" by reason of its
engaging in financial futures or forward contracts or options transactions,
such "straddles" could be characterized as "mixed straddles" if the futures
or, forward contracts or options transactions comprising a part of such
"straddles" were governed by Section 1256 of the Code. A Fund may make one
or more elections with respect to "mixed straddles." Depending upon which
election is made, if any, the results to the Fund may differ. If no
election is made, to the extent the "straddle" rules apply to positions
established by the Fund, losses realized by the Fund will be deferred to the
extent of unrealized gain in any offsetting positions. Moreover, as a
result of the "straddle" and conversion transaction rules, short-term
capital loss on "straddle" positions may be recharacterized as long-term
capital loss, and long-term capital gain on "straddle" positions may be
treated as short-term capital gain or ordinary income.

The Taxpayer Relief Act of 1997 included constructive sale provisions
that generally apply if the Fund either (1) holds an appreciated financial
position with respect to stock, certain debt obligations, or partnership
interests ("appreciated financial position") and then enters into a short
sale, futures or forward contract, or offsetting notional principal contract
(collectively, a "Contract") with respect to the same or substantially
identical property or (2) holds an appreciated financial position that is a
Contract and then acquires property that is the same as, or substantially
identical to, the underlying property. In each instance, with certain
exceptions, the Fund generally will be taxed as if the appreciated financial
position were sold at its fair market value on the date the Fund enters into
the financial position or acquires the property, respectively. Transactions
that are identified hedging or straddle transactions under other provisions
of the Code can be subject to the constructive sale provisions.

If a Fund invests in an entity that is classified as a "passive foreign
investment company" ("PFIC") for Federal income tax purposes, the operation
of certain provisions of the Code applying to PFICs could result in the
imposition of certain Federal income taxes on the Fund. In addition, gain
realized from the sale or other disposition of PFIC securities may be
treated as ordinary income under Section 1291 of the Code and under Section
1296 of the Code with respect to PFIC securities that are marked-to-market.

PORTFOLIO TRANSACTIONS

The Manager supervises the placement of orders on behalf of each Fund
for the purchase or sale of portfolio securities. Allocation of brokerage
transactions, including their frequency, is made in the best judgment of the
Manager and in a manner deemed fair and reasonable to shareholders. The
primary consideration is prompt execution of orders at the most favorable
net price. Subject to this consideration, the brokers selected will include
those that supplement the Manager's research facilities with statistical
data, investment information, economic facts and opinions. Information so
received is in addition to and not in lieu of services required to be
performed by the Manager and the Manager's fees are not reduced as a
consequence of the receipt of such supplemental information. Such
information may be useful to the Manager in serving both the Funds and other
clients which it advises and, conversely, supplemental information obtained
by the placement of business of other clients may be useful to the Manager
in carrying out its obligations to the Funds.

Sales by a broker of shares of a Fund or other funds advised by the
Manager or its affiliates may be taken into consideration, and brokers also
will be selected because of their ability to handle special executions such
as are involved in large block trades or broad distributions, provided the
primary consideration is met. Large block trades, in certain cases, result
from two or more funds advised or administered by the Manager being engaged
simultaneously in the purchase or sale of the same security. Certain of a
Fund's transactions in securities of foreign issuers may not benefit from
the negotiated commission rates available to the Funds for transactions in
securities of domestic issuers. When transactions are executed in the over-
the-counter market, a Fund will deal with the primary market makers unless a
more favorable price or execution otherwise is obtainable. Foreign exchange
transactions are made with banks or institutions in the interbank market at
prices reflecting a mark-up or mark-down and/or commission.

Portfolio turnover may vary from year to year as well as within a year.
In periods in which extraordinary market conditions prevail, the Manager
will not be deterred from changing a Fund's investment strategy as rapidly
as needed, in which case higher turnover rates can be anticipated which
would result in greater brokerage expenses. The overall reasonableness of
brokerage commissions paid is evaluated by the Manager based upon its
knowledge of available information as to the general level of commissions
paid by other institutional investors for comparable services.

In connection with its portfolio securities transactions for the fiscal
years ended September 30, 1996, 1997 and 1998, Dreyfus Premier Aggressive
Growth Fund paid total brokerage commissions of $2,061,365, $1,083,343 and
$721,838, respectively. For the period December 29, 1995 (commencement of
operations) through September 30, 1996 and for the fiscal years ended
September 30, 1997 and 1998, Dreyfus Premier Growth and Income Fund paid
total brokerage commissions of $204,850, $567,264 and $363,436,
respectively. These amounts do not include gross spreads and concessions in
connection with principal transactions which, where determinable, for the
fiscal years ended September 30, 1996, 1997 and 1998, totalled $2,894,060,
$2,106,636 and $461,920, respectively, with respect to Dreyfus Premier
Aggressive Growth Fund, and for the period from December 29, 1995 through
September 30, 1996 and for the fiscal years ended September 30, 1997 and
1998, totalled $798,333, $761,346, and $292,480, respectively, with respect
to Dreyfus Premier Growth and Income Fund. For the period March 31, 1998
(commencement of operations) to September 30, 1998, Dreyfus Premier Emerging
Markets Fund paid total brokerage commissions of $21,119. For the period
June 29, 1998 (commencement of operations) to September 30, 1998, Dreyfus
Premier Market Neutral Fund paid total brokerage commissions of $11,788.
These amounts do not include gross spreads and concessions with principal
transactions which, where determinable for such periods, amounted to $0 for
Dreyfus Premier Emerging Markets Fund and $0 for Dreyfus Premier Market
Neutral Fund. None of the aforementioned amounts were paid to the
Distributor.

The aggregate amount of transactions during the last fiscal year in
securities effected on an agency basis through a broker for, among other
things, research services, and the commissions and concessions related to
such transactions were as follows:

Transaction Commissions &
Amount Concessions

Dreyfus Premier Growth and Income Fund $21,357,746 $26,088
Dreyfus Premier Aggressive Growth Fund $ 4,343,161 $ 9,026
Dreyfus Premier Emerging Market Fund $ 0 $ 0

PERFORMANCE INFORMATION

Average annual total return is calculated by determining the ending
redeemable value of an investment purchased at net asset value (maximum
offering price in the case of Class A) per share with a hypothetical $1,000
payment made at the beginning of the period (assuming the reinvestment of
dividends and distributions), dividing by the amount of the initial
investment, taking the "n"th root of the quotient (where "n" is the number
of years in the period) and subtracting 1 from the result. A Class's
average annual total return figures calculated in accordance with such
formula assume that in the case of Class A the maximum sales load has been
deducted from the hypothetical initial investment at the time of purchase or
in the case of Class B or Class C the maximum applicable CDSC has been paid
upon redemption at the end of the period.

Total return is calculated by subtracting the amount of the Fund's net
asset value (maximum offering price in the case of Class A) per share at the
beginning of a stated period from the net asset value (maximum offering
price in the case of Class A) per share at the end of the period (after
giving effect to the reinvestment of dividends and distributions during the
period and any applicable CDSC), and dividing the result by the net asset
value (maximum offering price in the case of Class A) per share at the
beginning of the period. Total return also may be calculated based on the
net asset value per share at the beginning of the period instead of the
maximum offering price per share at the beginning of the period for Class A
shares or without giving effect to any applicable CDSC at the end of the
period for Class B or Class C shares. In such cases, the calculation would
not reflect the deduction of the sales load with respect to Class A shares
or any applicable CDSC with respect to Class B or Class C shares, which, if
reflected, would reduce the performance quoted.

The total return for each Fund for the indicated period ended September
30, 1998 was as follows:
<TABLE>
<CAPTION>

Aggregate Total
Return Since Aggregate Total Return
Inception Based on Since Inception Based on Average Annual Average Annual
Net Asset Value Maximum Offering Price Average Annual Total Return for 5 Total Reuturn
(without deduction of (with deduction of Total Return for Years, Except as for 10 Years,
Name of Fund maximum sales load or CDSC] maximum sales load of CCSC] One Year noted Except as noted
____________ ___________________________ ___________________________ _______________ __________________ _______________
<S> <C> <C> <C> <C> <C>
Dreyfus
Premier
Aggressive
Growth Fund
Class A 698.14%(1) 652.40%(1) (57.66)% (13.10)% (0.95)%
Class B (52.76)%(2) (54.18)%(2) (57.24)% (24.79)%(2) N/A
Class C (52.43)%(2) (52.43)%(2) (55.65)% (23.75)%(2) N/A
Class R (51.75)%(2) N/A (55.31)% (22.36)%(2 N/A

Dreyfus
Premier
Growth and
Income Fund
Class A 66.67%(3) 57.11%(3) 12.36% 17.79%(3) N/A
Class B 63.11%(3) 60.11%(3) (10.99)% 18.59%(3) N/A
Class C 63.09%(3) 63.09%(3) (8.46)% 19.39%(3) N/A
Class R 63.90%(3) N/A (6.89)% 20.91%(3) N/A

Dreyfus
Premier
Emerging
Markets Fund
Class A (42.08)%(4) (45.40)%(4) (70.19)%(4) N/A N/A
Class B (42.32)%(4) (44.63)%(4) (69.34)%(4) N/A N/A
Class C (42.32)%(4) (42.90)%(4) (67.40)%(4) N/A N/A
Class R (42.00)%(4) N/A (66.36)%(4) N/A N/A

Dreyfus
Premier
Market
Neutral Fund
Class A (7.12)%(5) (12.44)%(5) (40.01)%(5) N/A N/A
Class B (7.28)%(5) (10.99)%(5) (36.10)%(5) N/A N/A
Class C (7.12)%(5) (8.05)%(5) (27.59)%(5) N/A N/A
Class R (7.04)%(5) N/A (24.48)%(5) N/A N/A
</TABLE>
_____________________________________
(1) From June 23, 1969 (commencement of operations) through September 30, 1998.
(2) From January 3, 1996 (commencement of operations) through September 30,
1998.
(3) From December 29, 1995 (commencement of operations) through September 30,
1998.
(4) From March 31, 1998 (commencement of operations) through September 30,
1998.
(5) From June 29, 1998 (commencement of operations) through September 30, 1998.

Comparative performance information may be used from time to time in
advertising or marketing a Fund's shares, including data from MSCI Emerging
Markets Index, Lipper Analytical Services, Inc., International Finance
Corporation Index, Standard & Poor's 500 Stock Index, Standard & Poor's
MidCap 400 Index, Wilshire 5000 Index, the Dow Jones Industrial Average,
Money Magazine, Morningstar, Inc. and other industry publications.

From time to time, advertising material for a Fund may include
biographical information relating to one or more of its portfolio managers
and may refer to, or include commentary by a portfolio manager relating to
investment strategy, asset growth, current or past business, political,
economic or financial conditions and other matters of general interest to
investors. In addition, from time to time, the Company may compare a Fund's
performance against inflation with the performance of other instruments
against inflation, such as short-term Treasury Bills (which are direct
obligations of the U.S. Government) and FDIC-insured bank money market
accounts. Advertising materials for a Fund also may refer to Morningstar
ratings and related analyses supporting the ratings.

INFORMATION ABOUT THE COMPANY AND THE FUNDS

Dreyfus Premier Aggressive Growth Fund is the oldest Dreyfus fund
managed for growth of capital which has the ability to use investment
techniques such as leverage, short-selling and options transactions.

Each Fund share has one vote and, when issued and paid for in
accordance with the terms of the offering, is fully paid and non-assessable.
Fund shares have no preemptive or subscription rights and are freely
transferable.

Unless otherwise required by the 1940 Act, ordinarily it will not be
necessary for the Fund to hold annual meetings of shareholders. As a
result, shareholders may not consider each year the election of Board
members or the appointment of auditors. However, the holders of at least
10% of the shares outstanding and entitled to vote may require the Company
to hold a special meeting of shareholders for purposes of removing a Board
member from office. Shareholders may remove a Board member by the
affirmative vote of a majority of the Company's outstanding voting shares.
In addition, the Board will call a meeting of shareholders for the purpose
of electing Board members if, at any time, less than a majority of the Board
members then holding office have been elected by shareholders.

The Company is a "series fund," which is a mutual fund divided into
separate portfolios, each of which is treated as a separate entity for
certain matters under the 1940 Act and for other purposes. A shareholders
of one portfolio is not deemed to be a shareholder of any other portfolio.
For certain matters shareholders vote together as a group; as to others they
vote separately by portfolio.

To date, the Board has authorized the creation of four series of
shares. All consideration received by the Company for shares of one of the
series and all assets in which such consideration is invested will belong to
that series (subject only to the rights of creditors of the Company) and
will be subject to the liabilities related thereto. The income attributable
to, and the expenses of, one series are treated separately from those of the
other series. The Company has the ability to create, from time to time, new
series without shareholder approval.

Rule 18f-2 under the 1940 Act provides that any matter required to be
submitted under the provisions of the 1940 Act or applicable state law or
otherwise to the holders of the outstanding voting securities of an
investment company, such as the Company, will not be deemed to have been
effectively acted upon unless approved by the holders of a majority of the
outstanding shares of each series affected by such matter. Rule 18f-2
further provides that a series shall be deemed to be affected by a matter
unless it is clear that the interests of each series in the matter are
identical or that the matter does not affect any interest of such series.
However, the Rule exempts the selection of independent accountants and the
election of Board members from the separate voting requirements of the Rule.

Each Fund is intended to be a long-term investment vehicle and is not
designed to provide investors with a means of speculating on short-term
market movements. A pattern of frequent purchases and exchanges can be
disruptive to efficient portfolio management and, consequently, can be
detrimental to the Fund's performance and its shareholders. Accordingly, if
the Company's management determines that an investor is following a market-
timing strategy or is otherwise engaging in excessive trading, the Company,
with or without prior notice, may temporarily or permanently terminate the
availability of Fund Exchanges, or reject in whole or part any purchase or
exchange request, with respect to such investor's account. Such investors
also may be barred from purchasing other funds in the Dreyfus Family of
Funds. Generally, an investor who makes more than four exchanges out of a
Fund during any calendar year or who makes exchanges that appear to coincide
with a market-timing strategy may be deemed to be engaged in excessive
trading. Accounts under common ownership or control will be considered as
one account for purposes of determining a pattern of excessive trading. In
addition, the Company may refuse or restrict purchase or exchange requests
for Fund shares by any person or group if, in the judgment of the Company's
management, the Fund would be unable to invest the money effectively in
accordance with its investment objective and policies or could otherwise be
adversely affected or if the Fund receives or anticipates receiving
simultaneous orders that may significantly affect the Fund (e.g., amounts
equal to 1% or more of the Fund's total assets). If an exchange request is
refused, the Company will take no other action with respect to the Fund
shares until it receives further instructions from the investor. A Fund may
delay forwarding redemption proceeds for up to seven days if the investor
redeeming shares is engaged in excessive trading or if the amount of the
redemption request otherwise would be disruptive to efficient portfolio
management or would adversely affect the Fund. The Company's policy on
excessive trading applies to investors who invest in a Fund directly or
through financial intermediaries, but does not apply to the Auto-Exchange
Privilege, to any automatic investment or withdrawal privilege described
herein, or to participants in employer-sponsored retirement plans.

During times of drastic economic or market conditions, the Company may
suspend Fund Exchanges temporarily without notice and treat exchange
requests based on their separate components -- redemption orders with a
simultaneous request to purchase the other fund's shares. In such a case,
the redemption request would be processed at the Fund's next determined net
asset value but the purchase order would be effective only at the net asset
value next determined after the fund being purchased receives the proceeds
of the redemption, which may result in the purchase being delayed.

Each Fund will send annual and semi-annual financial statements to all
its shareholders.

COUNSEL AND INDEPENDENT AUDITORS

Stroock & Stroock & Lavan, LLP, 180 Maiden Lane, New York, New York
10038-4982, as counsel for the Company, has rendered its opinion as to
certain legal matters regarding the due authorization and valid issuance of
the shares being sold pursuant to each Fund's Prospectus.

Ernst & Young LLP, 787 Seventh Avenue, New York, New York 10019,
independent auditors, have been selected as independent auditors of the
Company.

APPENDIX

Description of S&P, Moody's, Fitch and Duff ratings:

S&P

Bond Ratings

AAA

Bonds rated AAA have the highest rating assigned by S&P. Capacity to
pay interest and repay principal is extremely strong.

Bonds rated AA have a very strong capacity to pay interest and repay
principal and differ from the highest rated issues only in small degree.

Bonds rated A have a strong capacity to pay interest and repay
principal although they are somewhat more susceptible to the adverse effects
of changes in circumstances and economic conditions than obligations in
higher rated categories.

BBB

Bonds rated BBB are regarded as having an adequate capacity to pay
interest and repay principal. Whereas they normally exhibit adequate
protection parameters, adverse economic conditions or changing circumstances
are more likely to lead to a weakened capacity to pay interest and repay
principal for bonds in this category than for bonds in higher rated
categories.

Bonds rated BB have less near-term vulnerability to default than other
speculative grade debt. However, they face major ongoing uncertainties or
exposure to adverse business, financial or economic conditions which could
lead to inadequate capacity to meet timely interest and principal payments.

Bonds rated B have a greater vulnerability to default but presently
have the capacity to meet interest payments and principal repayments.
Adverse business, financial or economic conditions would likely impair
capacity or willingness to pay interest and repay principal.

CCC

Bonds rated CCC have a current identifiable vulnerability to default
and are dependent upon favorable business, financial and economic conditions
to meet timely payments of interest and repayment of principal. In the
event of adverse business, financial or economic conditions, they are not
likely to have the capacity to pay interest and repay principal.

The rating CC is typically applied to debt subordinated to senior debt
which is assigned an actual or implied CCC rating.

The rating C is typically applied to debt subordinated to senior debt
which is assigned an actual or implied CCC- debt rating.

Bonds rated D are in default, and payment of interest and/or repayment
of principal is in arrears.

S&P's letter ratings may be modified by the addition of a plus (+) or a
minus (-) sign designation, which is used to show relative standing within
the major rating categories, except in the AAA (Prime Grade) category.

Commercial Paper Rating

An S&P commercial paper rating is a current assessment of the
likelihood of timely payment of debt having an original maturity of no more
than 365 days. Issues assigned an A rating are regarded as having the
greatest capacity for timely payment. Issues in this category are
delineated with the numbers 1, 2 and 3 to indicate the relative degree of
safety.

A-1

This designation indicates that the degree of safety regarding timely
payment is either overwhelming or very strong. Those issues determined to
possess overwhelming safety characteristics are denoted with a plus (+)
designation.

A-2

Capacity for timely payment on issues with this designation is strong.
However, the relative degree of safety is not as high as for issues
designated A-1.

A-3

Issues carrying this designation have a satisfactory capacity for
timely payment. They are, however, somewhat more vulnerable to the adverse
effects of changes in circumstances than obligations carrying the higher
designations.

Issues carrying this designation are regarded as having only
speculative capacity for timely payment.

This designation is assigned to short-term obligations with doubtful
capacity for payment.

Issues carrying this designation are in default, and payment of
interest and/or repayment of principal is in arrears.

Moody's

Bond Ratings
Aaa

Bonds which are rated Aaa are judged to be of the best quality. They
carry the smallest degree of investment risk and generally are referred to
as "gilt edge." Interest payments are protected by a large or by an
exceptionally stable margin and principal is secure. While the various
protective elements are likely to change, such changes as can be visualized
are most unlikely to impair the fundamentally strong position of such
issues.

Bonds which are rated Aa are judged to be of high quality by all
standards. Together with the Aaa group they comprise what generally are
known as high grade bonds. They are rated lower than the best bonds because
margins of protection may not be as large as in Aaa securities or
fluctuation of protective elements may be of greater amplitude or there may
be other elements present which make the long-term risks appear somewhat
larger than in Aaa securities.

Bonds which are rated A possess many favorable investment attributes
and are to be considered as upper medium grade obligations. Factors giving
security to principal and interest are considered adequate, but elements may
be present which suggest a susceptibility to impairment sometime in the
future.

Baa

Bonds which are rated Baa are considered as medium grade obligations,
i.e., they are neither highly protected nor poorly secured. Interest
payments and principal security appear adequate for the present but certain
protective elements may be lacking or may be characteristically unreliable
over any great length of time. Such bonds lack outstanding investment
characteristics and in fact have speculative characteristics as well.

Bonds which are rated Ba are judged to have speculative elements; their
future cannot be considered as well assured. Often the protection of
interest and principal payments may be very moderate and, therefore, not
well safeguarded during both good and bad times over the future.
Uncertainty of position characterizes bonds in this class.

Bonds which are rated B generally lack characteristics of the desirable
investment. Assurance of interest and principal payments or of maintenance
of other terms of the contract over any long period of time may be small.

Caa

Bonds which are rated Caa are of poor standing. Such issues may be in
default or there may be present elements of danger with respect to principal
or interest.

Bonds which are rated Ca present obligations which are speculative in a
high degree. Such issues are often in default or have other marked
shortcomings.

Bonds which are rated C are the lowest rated class of bonds, and issues
so rated can be regarded as having extremely poor prospects of ever
attaining any real investment standing.

Moody's applies the numerical modifiers 1, 2 and 3 to show relative
standing within the major rating categories, except in the Aaa category and
in the categories below B. The modifier 1 indicates a ranking for the
security in the higher end of a rating category; the modifier 2 indicates a
mid-range ranking; and the modifier 3 indicates a ranking in the lower end
of a rating category.

Commercial Paper Rating

The rating Prime-1 (P-1) is the highest commercial paper rating
assigned by Moody's. Issuers of P-1 paper must have a superior capacity for
repayment of short-term promissory obligations, and ordinarily will be
evidenced by leading market positions in well established industries, high
rates of return on funds employed, conservative capitalization structures
with moderate reliance on debt and ample asset protection, broad margins in
earnings coverage of fixed financial charges and high internal cash
generation, and well established access to a range of financial markets and
assured sources of alternate liquidity.

Issuers (or related supporting institutions) rated Prime-2 (P-2) have a
strong capacity for repayment of short-term promissory obligations. This
ordinarily will be evidenced by many of the characteristics cited above but
to a lesser degree. Earnings trends and coverage ratios, while sound, will
be more subject to variation. Capitalization characteristics, while still
appropriate, may be more affected by external conditions. Ample alternate
liquidity is maintained.

Issuers (or related supporting institutions) rated Prime-3 (P-3) have
an acceptable capacity for repayment of short-term promissory obligations.
The effect of industry characteristics and market composition may be more
pronounced. Variability in earnings and profitability may result in changes
in the level of debt protection measurements and the requirements for
relatively high financial leverage. Adequate alternate liquidity is
maintained.

Fitch

Bond Ratings

The ratings represent Fitch's assessment of the issuer's ability to
meet the obligations of a specific debt issue or class of debt. The ratings
take into consideration special features of the issue, its relationship to
other obligations of the issuer, the current financial condition and
operative performance of the issuer and of any guarantor, as well as the
political and economic environment that might affect the issuer's future
financial strength and credit quality.

AAA

Bonds rated AAA are considered to be investment grade and of the
highest credit quality. The obligor has an exceptionally strong ability to
pay interest and repay principal, which is unlikely to be affected by
reasonably foreseeable events.

Bonds rated AA are considered to be investment grade and of very high
credit quality. The obligor's ability to pay interest and repay principal is
very strong, although not quite as strong as bonds rated AAA. Because bonds
rated in the AAA and AA categories are not significantly vulnerable to
foreseeable future developments, short-term debt of these issuers is
generally rated F-1+.

Bonds rated A are considered to be investment grade and of high credit
quality. The obligor's ability to pay interest and repay principal is
considered to be strong, but may be more vulnerable to adverse changes in
economic conditions and circumstances than bonds with higher ratings.

BBB

Bonds rated BBB are considered to be investment grade and of
satisfactory credit quality. The obligor's ability to pay interest and
repay principal is considered to be adequate. Adverse changes in economic
conditions and circumstances, however, are more likely to have an adverse
impact on these bonds and, therefore, impair timely payment. The likelihood
that the ratings of these bonds will fall below investment grade is higher
than for bonds with higher ratings.

Bonds rated BB are considered speculative. The obligor's ability to
pay interest and repay principal may be affected over time by adverse
economic changes. However, business and financial alternatives can be
identified which could assist the obligor in satisfying its debt service
requirements.

Bonds rated B are considered highly speculative. While bonds in this
class are currently meeting debt service requirements, the probability of
continued timely payment of principal and interest reflects the obligor's
limited margin of safety and the need for reasonable business and economic
activity throughout the life of the issue.

CCC

Bonds rated CCC have certain identifiable characteristics, which, if
not remedied, may lead to default. The ability to meet obligations requires
an advantageous business and economic environment.

Bonds rated CC are minimally protected. Default in payment of interest
and/or principal seems probable over time.

Bonds rated C are in imminent default in payment of interest or
principal.

DDD, DD and D

Bonds rated DDD, DD and D are in actual default of interest and/or
principal payments. Such bonds are extremely speculative and should be
valued on the basis of their ultimate recovery value in liquidation or
reorganization of the obligor. DDD represents the highest potential for
recovery on these bonds and D represents the lowest potential for recovery.

Plus (+) and minus (-) signs are used with a rating symbol to indicate
the relative position of a credit within the rating category. Plus and
minus signs, however, are not used in the AAA category covering 12-36
months.

Short-Term Ratings

Fitch's short-term ratings apply to debt obligations that are payable
on demand or have original maturities of up to three years, including
commercial paper, certificates of deposit, medium-term notes, and municipal
and investment notes.

Although the credit analysis is similar to Fitch's bond rating
analysis, the short-term rating places greater emphasis than bond ratings on
the existence of liquidity necessary to meet the issuer's obligations in a
timely manner.

F-1+

Exceptionally Strong Credit Quality. Issues assigned this rating are
regarded as having the strongest degree of assurance for timely payment.

F-1

Very Strong Credit Quality. Issues assigned this rating reflect an
assurance of timely payment only slightly less in degree than issues rated F-
1+.

F-2

Good Credit Quality. Issues carrying this rating have a satisfactory
degree of assurance for timely payments, but the margin of safety is not as
great as the F-1+ and F-1 categories.

F-3

Fair Credit Quality. Issues assigned this rating have characteristics
suggesting that the degree of assurance for timely payment is adequate;
however, near-term adverse changes could cause these securities to be rated
below investment grade.

F-S

Weak Credit Quality. Issues assigned this rating have characteristics
suggesting a minimal degree of assurance for timely payment and are
vulnerable to near-term adverse changes in financial and economic
conditions.

Default. Issues assigned this rating are in actual or imminent payment
default.

Duff

Bond Ratings

AAA

Bonds rated AAA are considered highest credit quality. The risk
factors are negligible, being only slightly more than for risk-free U.S.
Treasury debt.

Bonds rated AA are considered high credit quality. Protection factors
are strong. Risk is modest but may vary slightly from time to time because
of economic conditions.

Bonds rated A have protection factors which are average but adequate.
However, risk factors are more variable and greater in periods of economic
stress.

BBB

Bonds rated BBB are considered to have below average protection factors
but still considered sufficient for prudent investment. There may be
considerable variability in risk for bonds in this category during economic
cycles.

Bonds rated BB are below investment grade but are deemed by Duff as
likely to meet obligations when due. Present or prospective financial
protection factors fluctuate according to industry conditions or company
fortunes. Overall quality may move up or down frequently within the
category.
B

Bonds rated B are below investment grade and possess the risk that
obligations will not be met when due. Financial protection factors will
fluctuate widely according to economic cycles, industry conditions and/or
company fortunes. Potential exists for frequent changes in quality rating
within this category or into a higher or lower quality rating grade.

CCC

Bonds rated CCC are well below investment grade securities. Such bonds
may be in default or have considerable uncertainty as to timely payment of
interest, preferred dividends and/or principal. Protection factors are
narrow and risk can be substantial with unfavorable economic or industry
conditions and/or with unfavorable company developments.

Defaulted debt obligations. Issuer has failed to meet scheduled
principal and/or interest payments.

Plus (+) and minus (-) signs are used with a rating symbol (except AAA)
to indicate the relative position of a credit within the rating category.

Commercial Paper Rating

The rating Duff-1 is the highest commercial paper rating assigned by
Duff. Paper rated Duff-1 is regarded as having very high certainty of
timely payment with excellent liquidity factors which are supported by ample
asset protection. Risk factors are minor. Paper rated Duff-2 is regarded
as having good certainty of timely payment, good access to capital markets
and sound liquidity factors and company fundamentals. Risk factors are
small. Paper rated Duff 3 is regarded as having satisfactory liquidity and
other protection factors. Risk factors are larger and subject to more
variation. Nevertheless, timely payment is expected. Paper rated Duff 4 is
regarded as having speculative investment characteristics. Liquidity is not
sufficient to insure against disruption in debt service. Operating factors
and market access may be subject to a high degree of variation. Paper rated
Duff 5 is in default. The issuer has failed to meet scheduled principal
and/or interest payments.