DREYFUS MONEY MARKET INSTRUMENTS INC
485BPOS, 1994-03-30
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                                                              File No. 2-52718
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                   FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933                [X]

     Pre-Effective Amendment No.                                       []
   

     Post-Effective Amendment No. 45                                   [X]
    

                                    and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940        [X]
   

     Amendment No. 45                                                  [X]
    


                       (Check appropriate box or boxes.)

                    DREYFUS MONEY MARKET INSTRUMENTS, INC.
              (Exact Name of Registrant as Specified in Charter)


           c/o The Dreyfus Corporation
           200 Park Avenue, New York, New York          10166
           (Address of Principal Executive Offices)     (Zip Code)


     Registrant's Telephone Number, including Area Code: (212) 922-6000

                          Daniel C. Maclean III, Esq.
                                200 Park Avenue
                           New York, New York 10166
                    (Name and Address of Agent for Service)


It is proposed that this filing will become effective (check appropriate box)

           immediately upon filing pursuant to paragraph (b) of Rule 485
     ----
   

      X    on March 31, 1994 pursuant to paragraph (b) of Rule 485
     ----
    

           60 days after filing pursuant to paragraph (a) of Rule 485
     ----
           on     (date)      pursuant to paragraph (a) of Rule 485
     ----
   

     Registrant has registered an indefinite number of shares of its common
stock under the Securities Act of 1933 pursuant to Section 24(f) of the
Investment Company Act of 1940.  Registrant's Rule 24f-2 Notice for the
fiscal year ended December 31, 1993 was filed on February 22, and 23, 1994.
    

                     DREYFUS MONEY MARKET INSTRUMENTS, INC.
                 Cross-Reference Sheet Pursuant to Rule 495(a)


Items in
Part A of
Form N-1A      Caption                                       Page
_________      _______                                       ____

   1           Cover Page                                     Cover

   2           Synopsis                                       2

   3           Condensed Financial Information                3

   4           General Description of Registrant              4

   5           Management of the Fund                         9

   5a          Management Discussion of Fund Performance      *
   

   6           Capital Stock and Other Securities             18
    

   7           Purchase of Securities Being Offered           9
   

   8           Redemption or Repurchase                       14
    

   9           Pending Legal Proceedings                      *


Items in
Part B of
Form N-1A
- ---------

   10          Cover Page                                     Cover
   

   11          Table of Contents                              B-1
    

   12          General Information and History                B-19

   13          Investment Objectives and Policies             B-2

   14          Management of the Fund                         B-4

   15          Control Persons and Principal                  B-5
               Holders of Securities

   16          Investment Advisory and Other                  B-8
               Services



_____________________________________

NOTE:  * Omitted since answer is negative or inapplicable.
           DREYFUS MONEY MARKET INSTRUMENTS, INC.
      Cross-Reference Sheet Pursuant to Rule 495(a) (continued)


Items in
Part B of
Form N-1A      Caption                                        Page
_________      _______                                        _____
   

   17          Brokerage Allocation                           B-17
    
   

   18          Capital Stock and Other Securities             B-19
    
   
   19          Purchase, Redemption and Pricing               B-10, B-12,
               of Securities Being Offered                    B-17
    

   20          Tax Status                                     *

   21          Underwriters                                   Cover, B-17

   22          Calculations of Performance Data               B-18
   

   23          Financial Statements                           B-24
    


Items in
Part C of
Form N-1A
_________

   24          Financial Statements and Exhibits              C-1

   25          Persons Controlled by or Under                 C-3
               Common Control with Registrant

   26          Number of Holders of Securities                C-3

   27          Indemnification                                C-3

   28          Business and Other Connections of              C-4
               Investment Adviser

   29          Principal Underwriters                         C-31

   30          Location of Accounts and Records               C-38

   31          Management Services                            C-38

   32          Undertakings                                   C-38


_____________________________________

NOTE:  * Omitted since answer is negative or inapplicable.

- ---------------------------------------------------------------------------
   
PROSPECTUS                                                  MARCH 28, 1994
    
                      DREYFUS GOVERNMENT SECURITIES SERIES
                                      DREYFUS MONEY MARKET INSTRUMENTS, INC.
- ----------------------------------------------------------------------------
    DREYFUS MONEY MARKET INSTRUMENTS, INC. (THE "FUND") IS AN OPEN-
END, DIVERSIFIED, MANAGEMENT INVESTMENT COMPANY, KNOWN AS A MONEY
MARKET MUTUAL FUND. ITS GOAL IS TO PROVIDE YOU WITH AS HIGH A LEVEL
OF CURRENT INCOME AS IS CONSISTENT WITH THE PRESERVATION OF
CAPITAL AND THE MAINTENANCE OF LIQUIDITY.
    THE FUND PERMITS YOU TO INVEST IN TWO SEPARATE PORTFOLIOS, THE
GOVERNMENT SECURITIES SERIES (THE "SERIES") AND THE MONEY MARKET
SERIES, EACH OF WHICH REPRESENTS A SEPARATE CLASS OF THE FUND'S
COMMON STOCK AND HAS DIFFERENT INVESTMENT POLICIES. THE SERIES
PURSUES THE FUND'S GOAL BY INVESTING ONLY IN SHORT-TERM SECURITIES
ISSUED OR GUARANTEED AS TO PRINCIPAL AND INTEREST BY THE U.S.
GOVERNMENT. THIS PROSPECTUS RELATES SOLELY TO THE SERIES. THE
MONEY MARKET SERIES' PROSPECTUS MAY BE OBTAINED FROM DREYFUS
SERVICE CORPORATION.
    YOU CAN INVEST, REINVEST OR REDEEM SHARES AT ANY TIME WITHOUT
CHARGE OR PENALTY. THE SERIES PROVIDES FREE REDEMPTION CHECKS,
WHICH YOU CAN USE IN AMOUNTS OF $500 OR MORE FOR CASH OR TO PAY
BILLS. YOU CONTINUE TO EARN INCOME ON THE AMOUNT OF THE CHECK UNTIL
IT CLEARS. YOU CAN PURCHASE OR REDEEM SHARES BY TELEPHONE USING
DREYFUS TELETRANSFER.
    THE DREYFUS CORPORATION PROFESSIONALLY MANAGES THE SERIES'
PORTFOLIO.
    AN INVESTMENT IN THE SERIES IS NEITHER INSURED NOR GUARANTEED BY
THE U.S. GOVERNMENT. THERE CAN BE NO ASSURANCE THAT THE SERIES WILL
BE ABLE TO MAINTAIN A STABLE NET ASSET VALUE OF $1.00 PER SHARE.
    THIS PROSPECTUS SETS FORTH CONCISELY INFORMATION ABOUT THE
SERIES THAT YOU SHOULD KNOW BEFORE  INVESTING. IT SHOULD BE READ
AND RETAINED FOR FUTURE REFERENCE.
   
    PART B (ALSO KNOWN AS THE STATEMENT OF ADDITIONAL INFORMATION),
DATED MARCH 28, 1994 WHICH MAY BE  REVISED FROM TIME TO TIME,
PROVIDES A FURTHER DISCUSSION OF CERTAIN AREAS IN THIS PROSPECTUS
AND OTHER  MATTERS WHICH MAY BE OF INTEREST TO SOME INVESTORS. IT
HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION AND IS
INCORPORATED HEREIN BY REFERENCE. FOR A FREE COPY, WRITE TO THE
FUND AT 144 GLENN CURTISS BOULEVARD, UNIONDALE, NEW YORK 11556-
0144, OR CALL 1-800-645-6561. WHEN TELEPHONING, ASK FOR OPERATOR
666.
    
   
    SERIES' SHARES ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED
OR ENDORSED BY, ANY BANK, AND ARE NOT FEDERALLY INSURED BY THE
FEDERAL DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD,
OR ANY OTHER AGENCY.
    
- -----------------------------------------------------------------------------
                            TABLE OF CONTENTS
                                                            Page
    ANNUAL FUND OPERATING EXPENSES......................      2
    CONDENSED FINANCIAL INFORMATION.....................      3
    YIELD INFORMATION...................................      3
    DESCRIPTION OF THE FUND AND THE SERIES..............      4
    MANAGEMENT OF THE FUND..............................      5
    HOW TO BUY FUND SHARES..............................      6
    SHAREHOLDER SERVICES................................      8
    HOW TO REDEEM FUND SHARES...........................     10
   
    SHAREHOLDER SERVICES PLAN...........................     13
    
    DIVIDENDS, DISTRIBUTIONS AND TAXES..................     13
    GENERAL INFORMATION.................................     14
- ------------------------------------------------------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
- ------------------------------------------------------------------------------


   
                    ANNUAL FUND OPERATING EXPENSES
               (as a percentage of average daily net assets)
GOVERNMENT SECURITIES SERIES
    Management Fees.....................................           .50%
    Other Expenses......................................           .30%
    Total Fund Operating Expenses.......................           .80%
EXAMPLE:                                   1 YEAR  3 YEARS  5 YEARS  10 YEARS
    You would pay the following expenses on
    a $1,000 investment, assuming (1) 5%
    annual return and (2) redemption at the
    end of each time period:                  $8     $26      $44       $99
    
- ------------------------------------------------------------------------
    THE AMOUNTS LISTED IN THE EXAMPLE SHOULD NOT BE CONSIDERED AS
REPRESENTATIVE OF PAST OR FUTURE EXPENSES AND ACTUAL EXPENSES
MAY BE GREATER OR LESS THAN THOSE INDICATED. MOREOVER, WHILE THE
EXAMPLE ASSUMES A 5% ANNUAL RETURN, THE FUND'S ACTUAL
PERFORMANCE WILL VARY AND MAY RESULT IN AN ACTUAL RETURN GREATER
OR LESS THAN 5%.
- --------------------------------------------------------------------------
   
    The purpose of the foregoing table is to assist you in understanding the
various costs and expenses borne by the Series, and therefore indirectly
by investors, the payment of which will reduce investors' return on an
annual basis. You can purchase shares of the Series without charge
directly from Dreyfus Service Corporation; you may be charged a nominal
fee if you effect transactions in shares of the Series through a securities
dealer, bank or other financial institution. See "Management of the Fund"
and "Shareholder Services Plan."
    
                                     Page 2
                     CONDENSED FINANCIAL INFORMATION
   The information in the following table has been audited by Ernst &
Young, the Fund's independent auditors, whose report thereon appears in
the Statement of Additional Information. Further financial data and
related notes are included in the Statement of Additional Information,
available upon request.
   
                           FINANCIAL HIGHLIGHTS
    Contained below is per share operating performance data for a share of
Common Stock outstanding, total investment return, ratios to average net
assets and other supplemental data for each year indicated. This
information has been derived from information provided in the Fund's
financial statements.
    
   
<TABLE>
<CAPTION>

                                                                                YEAR ENDED DECEMBER 31,
                                              1984     1985    1986    1987    1988    1989    1990      1991     1992     1993
<S>                                          <C>      <C>     <C>    <C>     <C>      <C>     <C>      <C>      <C>      <C>
PER SHARE DATA:
   Net asset value, beginning of year......  $.9998   $.9997  $.9998 $.9999  $.9997   $.9998  $.9999   $1.0000  $1.0000  $1.0000
   INVESTMENT OPERATIONS:
   Investment income_net....................  .0950    .0796   .0627  .0572   .0659    .0836   .0735     .0551    .0339    .0246
   Net realized gain (loss) on investments.  (.0001)   .0001   .0001 (.0002)  .0001    .0003   .0001       --       --       --
     TOTAL FROM INVESTMENT OPERATIONS.....    .0949    .0797   .0628  .0570   .0660    .0839   .0736     .0551    .0339    .0246
   DISTRIBUTIONS:
   Dividends from investment income_net...   (.0950)  (.0796) (.0627)(.0572) (.0659)  (.0836) (.0735)   (.0551)  (.0339)  (.0246)
   Dividends from net realized gain
    on investments........................    --.       --       --    --      --     (.0002)    --        --       --       --
    TOTAL DISTRIBUTIONS...................  (.0950)   (.0796) (.0627)(.0572) (.0659)  (.0838) (.0735)  (.0551)   (.0339)  (.0246
   Net asset value, end of year...........  $.9997    $.9998  $.9999 $.9997  $.9998   $.9999 $1.0000  $1.0000   $1.0000  $1.0000
TOTAL INVESTMENT RETURN                       9.92%     8.26%   6.46%  5.87%   6.80%    8.71%   7.61%    5.65%     3.45%    2.48%
RATIOS/SUPPLEMENTAL DATA:
   Ratio of expenses to average net assets.    .67%      .64%    .64%   .65%    .72%     .70%    .70%     .69%      .72%     .80%
   Ratio of net investment income to
    average net assets.....................   9.50%     7.93%   6.28%  5.71%   6.56%    8.35%   7.35%    5.51%     3.39%    2.46%
   Net Assets, end of year
    (000's omitted).................... $890,900 $1,021,986 $966,290 $791,651$658,201 $651,700 $724,202 $706,544 $657,561$520,708
</TABLE>
    
                                 YIELD INFORMATION
    From time to time, the Series advertises its yield and effective yield.
Both yield figures are based on historical earnings and are not intended to
indicate future performance. It can be expected that these yields will
fluctuate substantially. The yield of the Series refers to the income
generated by an investment in the Series over a seven-day period (which
period will be stated in the advertisement). This income is then
annualized. That is, the amount of income generated by the investment
during that week is assumed to be generated each week over a 52-week
period and is shown as a percentage of the investment. The effective yield
is calculated similarly, but, when annualized, the income earned by an
investment in the Series is assumed to be reinvested. The
effective yield will be slightly higher than the yield because of the
compounding effect of this assumed reinvestment. The Series' yield and
effective yield may reflect absorbed expenses pursuant to any undertaking
that may be in effect. See "Management of the Fund."
    Yield information is useful in reviewing the Series' performance, but
because yields will fluctuate, under certain conditions such information
may not provide a basis for comparison with domestic bank deposits,
other investments which pay a fixed yield for a stated period of time, or
other investment companies which may use a different method of
computing yield.
    Comparative performance information may be used from time to time in
advertising or marketing shares of the Series, including data from Lipper
Analytical Services, Inc., IBC/Donoghue's Money Fund Report, Bank Rate
Monitor Tradedmark, N. Palm Beach, Fla. 33408, Morningstar, Inc. and other
industry publications.
                                    Page 3
               DESCRIPTION OF THE FUND AND THE SERIES
GENERAL - The Fund is a "series fund," which is a mutual fund divided into
separate portfolios. Each portfolio is treated as a separate entity for
certain matters under the Investment Company Act of 1940 and for other
purposes, and a shareholder of one series is not deemed to be a
shareholder of any other series. As described below, for certain matters
Fund shareholders vote together as a group; as to others they vote
separately by series.
INVESTMENT OBJECTIVE - The Series' goal is to provide you with as high a
level of current income as is consistent with the preservation of capital
and the maintenance of liquidity. The Series pursues this goal in the
manner described below. The Series' investment objective cannot be
changed without approval by the holders of a majority (as defined in the
Investment Company Act of 1940) of the Series' outstanding voting
shares. There can be no assurance that the Series' investment objective
will be achieved. Securities in which the Series invests may not earn as
high a level of current income as long-term or lower quality securities
which generally have less liquidity, greater market risk and more
fluctuation in market value.
MANAGEMENT POLICIES - The Series invests only in short-term securities
issued or guaranteed as to principal and interest by the U.S. Government
(whether or not subject to repurchase agreements).
    The Series seeks to maintain a net asset value of $1.00 per share for
purchases and redemptions. To do so, the Series uses the amortized cost
method of valuing its securities pursuant to Rule 2a-7 under the
Investment Company Act of 1940, certain requirements of which are
summarized as follows. In accordance with Rule
2a-7, the Series will maintain a dollar-weighted average portfolio
maturity of 90 days or less, purchase only instruments having remaining
maturities of 13 months or less and invest only in U.S. dollar denominated
securities. For further information regarding the amortized cost method,
see "Determination of Net Asset Value" in the Fund's Statement of
Additional Information. There can be no assurance that the Series will be
able to maintain a stable net asset value of $1.00 per share.
PORTFOLIO SECURITIES - Securities issued or guaranteed by the U.S.
Government include U.S. Treasury securities which differ in their interest
rates, maturities and times of issuance. Treasury Bills have initial
maturities of one year or less; Treasury Notes have initial maturities of
one to ten years; and Treasury Bonds generally have initial maturities of
greater than ten years.
    Repurchase agreements involve the acquisition by the Series of an
underlying debt instrument, subject to an obligation of the seller to
repurchase, and the Series to resell, the instrument at a fixed price
usually not more than one week after its purchase. The Fund's custodian or
sub-custodian will have custody of, and will hold in a segregated account,
the securities acquired by the Series under a repurchase agreement.
Repurchase agreements are considered by the staff of the Securities and
Exchange Commission to be loans by the Series. In an attempt to reduce
the risk of incurring a loss on a repurchase agreement, the Series will
enter into repurchase agreements only with domestic banks with total
assets in excess of one billion dollars or primary government securities
dealers reporting to the Federal Reserve Bank of New York, with respect to
securities of the type in which the Series may invest, and will require
that additional securities be deposited with it if the value of the
securities purchased should decrease below resale price. The Dreyfus
Corporation will monitor on an ongoing basis the value of the collateral
to assure that it always equals or exceeds the repurchase price. Certain
costs may be incurred by the Series in connection with the sale of the
securities if the seller does not repurchase them in accordance with the
repurchase agreement. In addition, if bankruptcy proceedings are
commenced with respect to the seller of the securities, realization on the
securities by the Series may be delayed or limited. The Series will
consider on an ongoing basis the creditworthiness of institutions with
which it enters into repurchase agreements.
CERTAIN FUNDAMENTAL POLICIES - The Series may: (i) borrow money from
banks, but only for temporary or emergency (not leveraging) purposes,
including the meeting of redemption requests which might otherwise
require the untimely disposition of securities. Borrowing in the aggregate
may not exceed 10%, and borrowing for purposes other than the meeting of
redemption requests may not exceed 5%, of the value of the total assets of
the Series (including the amount borrowed) valued at the lesser of cost or
market, less liabilities (not including
                                   Page 4
the amount borrowed) at the time
the borrowing is made; (ii) pledge, hypothecate, mortgage or otherwise
encumber its assets in an amount up to 15% of the value of its total
assets but only to secure borrowings for temporary or emergency
purposes; and (iii) invest up to 10% of its net assets in repurchase
agreements providing for settlement in more than seven days after notice.
This paragraph describes fundamental policies that cannot be changed
without approval by the holders of a majority (as defined in the
Investment Company Act of 1940) of the Series' outstanding voting
shares. See "Investment Objective and Management Policies-Investment
Restrictions" in the Fund's Statement of Additional Information.
INVESTMENT CONSIDERATIONS - The Series attempts to increase yields by
trading to take advantage of short-term market variations. This policy is
expected to result in high portfolio turnover but should not adversely
affect the Series since it usually does not pay brokerage commissions
when it purchases short-term debt obligations. The value of the portfolio
securities held by the Series will vary inversely to changes in prevailing
interest rates. Thus, if interest rates have increased from the time a
security was purchased, such security, if sold, might be sold at a price
less than its cost. Similarly, if interest rates have declined from the time
a security was purchased, such security, if sold, might be sold at a price
greater than its purchase cost. In either instance, if the security was
purchased at face value and held to maturity, no gain or loss would be
realized.
     From time to time, the Series may lend securities from its portfolio to
brokers, dealers and other financial institutions needing to borrow
securities to complete certain transactions. Such loans may not exceed
20% of the value of the Series' total assets. In connection with such loans,
the Series will receive collateral consisting of cash or U.S. Treasury
securities. Such collateral will be maintained at all times in an amount
equal to at least 100% of the current market value of the loaned
securities. The Series can increase its income through the investment of
such collateral. The Series continues to be entitled to payments in
amounts equal to the interest or other distributions payable on the loaned
securities and receives interest on the amount of the loan. Such loans will
be terminable at any time upon specified notice. The Series might
experience risk of loss if the institution with which it has engaged in a
portfolio loan transaction breaches its agreement with the Series.
                           MANAGEMENT OF THE FUND
   
    The Dreyfus Corporation, located at 200 Park Avenue, New York, New
York 10166, was formed in 1947 andserves as the Fund's investment
adviser. As of February 28, 1994, The Dreyfus Corporation managed or
administered approximately $77 billion in assets for more than 1.9
million investor accounts nationwide.
    
    The Dreyfus Corporation supervises and assists in the overall
management of the Fund's affairs under a Management Agreement with the
Fund, subject to the overall authority of the Fund's Board of Directors in
accordance with Maryland law.
   
    For the year ended December 31, 1993, the Fund paid The Dreyfus
Corporation a monthly management fee at the annual rate of .50 of 1% of
the value of the Series' average daily net assets. From time to time, The
Dreyfus Corporation may waive receipt of its fees and/or voluntarily
assume certain expenses of the Series, which would have the effect of
lowering the overall expense ratio of the Series and increasing yield to
investors at the time such amounts are waived or assumed, as the case
may be. The Series will not pay The Dreyfus Corporation at a later time
for amounts it may waive, nor will the Series reimburse The Dreyfus
Corporation for any amounts it may assume.
    
   
    The Dreyfus Corporation may pay Dreyfus Service Corporation for
shareholder and distribution services from The Dreyfus Corporation's own
assets, including past profits but not including the management fee paid
by the Series. Dreyfus Service Corporation may use part or all of such
payments to pay securities dealers or others in respect of these services.
    
    The Shareholder Services Group, Inc., a subsidiary of First Data
Corporation, P.O. Box 9671, Providence, Rhode Island 02940-9671, is the
Fund's Transfer and Dividend Disbursing Agent (the "Transfer Agent"). The
Bank of New York, 110 Washington Street, New York, New York 10286, is
the Fund's Custodian. First Interstate Bank of California, 707 Wilshire
Boulevard, Los Angeles, California 90017, is the Fund's Sub-custodian.
                              Page 5
                             HOW TO BUY FUND SHARES
GENERAL - The Fund's distributor is Dreyfus Service Corporation, a
wholly-owned subsidiary of The Dreyfus Corporation, located at 200 Park
Avenue, New York, New York 10166. The shares it distributes are not
deposits or obligations of The Dreyfus Security Savings Bank, F.S.B and
therefore are not insured by the Federal Deposit Insurance Corporation.
    You can purchase shares of the Series without a sales charge directly
from Dreyfus Service Corporation; you may be charged a nominal fee if you
effect transactions in shares of the Series through a securities dealer,
bank or other financial institution. Share certificates are issued only upon
your written request. No certificates are issued for fractional shares. The
Fund reserves the right to reject any purchase order.
   
    The minimum initial investment in the Series is $2,500, or $1,000 if
you are a client of a securities dealer, bank or other financial institution
which has made an aggregate minimum initial purchase for its customers
of $2,500. Subsequent investments must be at least $100. The initial
investment must be accompanied by the Fund's Account Application. For
full-time or part-time employees of The Dreyfus Corporation or any of its
affiliates or subsidiaries, directors of The Dreyfus Corporation, Board
members of a Fund advised by The Dreyfus Corporation, including members
of the Fund's Board, or the spouse or minor child of any of the foregoing,
the minimum initial investment in the Series is $1,000. For full-time or
part-time employees of The Dreyfus Corporation or any of its affiliates or
subsidiaries who elect to have a portion of their pay directly deposited
into their Fund account, the minimum initial investment is $50. The Fund
reserves the right to offer shares of the Series 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 Fund. The Fund reserves the right to vary further
the initial and subsequent investment minimum requirements at any time.
    
   
    You may purchase shares of the Series by check or wire, or through the
Dreyfus TeleTransfer Privilege described below. Checks should be made
payable to "The Dreyfus Family of Funds," or, if for Dreyfus retirement
plan accounts, to "The Dreyfus Trust Company, Custodian." Payments to
open new accounts which are mailed should be sent to The Dreyfus Family
of Funds, P.O. Box 9387, Providence, Rhode Island 02940-9387, together
with your Account Application indicating the name of the series being
purchased. For subsequent investments, your Fund account number should
appear on the check and an investment slip should be enclosed and sent to
The Dreyfus Family of Funds, P.O. Box 105, Newark, New Jersey 07101-
0105. For Dreyfus retirement plan accounts, both initial and subsequent
investments should be sent to The Dreyfus Trust Company, Custodian, P.O.
Box 6427, Providence, Rhode Island 02940-6427. Neither initial nor
subsequent investments should be made by third party check. Purchase
orders may be delivered in person only to a Dreyfus Financial Center.
THESE ORDERS WILL BE FORWARDED TO THE FUND AND WILL BE PROCESSED
ONLY UPON RECEIPT THEREBY. For the location of the nearest Dreyfus
Financial Center, please call one of the telephone numbers listed under
"General Information."
    
   
    Wire payments may be made either to The Bank of New York or to First
Interstate Bank of California if your bank account is in a commercial bank
that is a member of the Federal Reserve System or any other bank having a
correspondent bank in New York City. Immediately available funds may be
transmitted by wire to The Bank of New York, DDA #8900051728/Dreyfus
Money Market Instruments, Inc./Government Securities Series, for
purchase of shares of the Series in your name. The wire must include your
Fund account number (for new accounts, your Taxpayer Identification
Number ("TIN") should be included instead), account registration and
dealer number, if applicable. If your initial purchase of shares of the
Series is by wire, please call 1-800-645-6561 after completing your
wire payment to obtain your Fund account number. Please include your
Fund account number on the Fund's Account Application and promptly mail
the Account Application to the Fund, as no redemption will be permitted
until the Account Application is received. You may obtain further
information about remitting funds in this manner from your bank. All
payments should be made in U.S. dollars and, to avoid fees and delays,
should be drawn only on U.S. banks. A charge will be imposed if the check
used for investment in your account does not
                                      Page 6
clear. Information about
transmitting payments by wire to First Interstate Bank of California may
be obtained from Dreyfus Institutional Services by calling 1-800-421-
9500 or 213-623-0033 in Los Angeles. The Fund makes available to
certain large institutions the ability to issue purchase instructions
through compatible computer facilities.
Subsequent investments also may be made by electronic transfer of funds
from an account maintained in a bank or other domestic financial
institution that is an Automated Clearing House member. You must direct
the institution to transmit immediately available funds through the
Automated Clearing House to The Bank of New York with instructions to
credit your Fund account. The instructions must specify your Fund account
registration and your Fund account number PRECEDED BY THE DIGITS
"1111."
   Dreyfus Service Corporation may pay dealers a fee of up to .5% of the
amount invested through such dealers in Series' 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 Dreyfus Service Corporation to such plans or
programs exceeds one million dollars. All present holdings of shares of
funds in the Dreyfus Family of Funds by such employee benefit plans or
programs will be aggregated to determine the fee payable with respect to
each such purchase of Series' shares. Dreyfus Service Corporation
reserves the right to cease paying these fees at any time. Dreyfus Service
Corporation will pay such fees from its own funds, other than amounts
received from the Fund, including past profits or any other source
available to it.
    Shares of the Series are sold on a continuous basis at the net asset
value per share next determined after an order and Federal Funds (monies
of member banks within the Federal Reserve System which are held on
deposit at a Federal Reserve Bank) are received by the Transfer Agent or
other agent or entity subject to the direction of such agents in written or
telegraphic form, or by First Interstate Bank of California in telegraphic
form. If you do not remit Federal Funds, your payment must be converted
into Federal Funds. This usually occurs within one day of receipt of a bank
wire and within two business days of receipt of a check drawn on a
member bank of the Federal Reserve System. Checks drawn on banks which
are not members of the Federal Reserve System may take considerably
longer to convert into Federal Funds. Prior to receipt of Federal Funds,
your money will not be invested.
    The Series' net asset value per share is determined twice each business
day: at 12:00 Noon, New York time/9:00 a.m., California time, and as of the
close of trading on the floor of the New York Stock Exchange (currently
4:00 p.m., New York time/1:00 p.m., California time), on each day the New
York Stock Exchange is open for business. Net asset value per share is
computed by dividing the value of the net assets of the Series (i.e., the
value of its assets less liabilities) by the total number of shares of the
Series outstanding. See "Determination of Net Asset Value" in the Fund's
Statement of Additional Information.
    If your payments are received in or converted into Federal Funds by
12:00 Noon, New York time, by the Transfer Agent, or received in Federal
Funds by 12:00 Noon, California time, by First Interstate Bank of
California, you will receive the dividend declared on that day. If your
payments are received in or converted into Federal Funds after 12:00 Noon,
New York time, by the Transfer Agent, or received in Federal Funds after
12:00 Noon, California time, by First Interstate Bank of California, your
shares will begin to accrue dividends on the following business day.
    Qualified institutions may telephone orders for purchase of the shares
of the Series by telephoning Dreyfus Service Corporation toll free at 1-
800-242-8671; in New York City, call 1-718-895-1396; on Long Island,
call 794-5452; in California, call 1-213-380-0010. A telephone order
placed with Dreyfus Service Corporation in New York will become
effective at the price determined at 12:00 Noon, New York time, and the
shares purchased will receive the dividend on the shares of the Series
declared on that day if such order is placed by 12:00 Noon, New York time,
and Federal Funds are received by the Transfer Agent by 4:00 p.m., New
York time. A telephone order placed with Dreyfus Service Corporation in
California will become effective at the price determined at 1:00 p.m.,
California time, and the shares purchased will receive the dividend on the
shares of the Series declared on that day if such order is placed by 12:00
Noon, California time, and Federal Funds are received by First Interstate
Bank of California by 4:00 p.m., California time.
                                 Page 7
Federal regulations require that you provide a certified TIN upon opening
or reopening an account. See "Dividends, Distributions and Taxes" and the
Fund's Account Application for further information concerning this
requirement. Failure to furnish a certified TIN to the Fund could subject
you to a $50 penalty imposed by the Internal Revenue Service ("IRS").

    
   
DREYFUS TELETRANSFER PRIVILEGE - You may purchase shares of the
Series (minimum $500, maximum $150,000 per day) by telephone if you
have checked the appropriate box and supplied the necessary information
on the Fund's 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 member may be so
designated. The Fund may modify or terminate this Privilege at any time
or charge a service fee upon notice to shareholders. No such fee currently
is contemplated.
    
   
    If you have selected the Dreyfus TELETRANSFER Privilege, you may
request a Dreyfus TELETRANSFER purchase of Series shares by telephoning
1-800-221-4060 or, if you are calling from overseas, call 1-401-455-
3306.
    
PROCEDURES FOR MULTIPLE ACCOUNTS - Special procedures have been
designed for banks and other institutions that wish to open multiple
accounts. The institution may open a single master account by filing one
application with the Transfer Agent, and may open individual sub-accounts
at the same time or at some later date. For further information, please
refer to the Statement of Additional Information.
                          SHAREHOLDER SERVICES
EXCHANGE PRIVILEGE - The Exchange Privilege enables you to purchase, in
exchange for shares of the Series, shares of the other series or shares of
certain other funds managed or administered by The Dreyfus Corporation,
to the extent such shares are offered for sale in your state of residence.
These funds have different investment objectives which may be of
interest to you. If you desire to use this Privilege, you should consult
Dreyfus Service Corporation to determine if it is available and whether
any conditions are imposed on its use.
   
    To use this Privilege, you must give exchange instructions to the
Transfer Agent in writing, by wire or by telephone. If you previously have
established the Telephone Exchange Privilege, you may telephone exchange
instructions by calling 1-800-221-4060 or, if you are calling from
overseas, call 1-401-455-3306. See "How to Redeem Fund Shares-
Procedures." Before any exchange, you must obtain and should review a
copy of the current prospectus of the fund into which the exchange is
being made. Prospectuses may be obtained from Dreyfus Service
Corporation. Except in the case of Personal Retirement Plans, the shares
being exchanged must have a current value of at least $500; furthermore,
when establishing a new account by exchange, shares being exchanged
must have a value of at least the minimum initial investment required for
the fund or series into which the exchange is being made. Telephone
exchanges may be made only if the appropriate "YES" box has been checked
on the Account Application, or a separate signed Shareholder Services
Form is on file with the Transfer Agent. Upon an exchange into a new
account, the following shareholder services and privileges, as applicable
and where available, will be automatically carried over to the fund into
which the exchange is made: Exchange Privilege, Check Redemption
Privilege, Wire Redemption Privilege, Telephone Redemption
Privilege, Dreyfus TeleTransfer Privilege and the dividend/capital gain
distribution option (except for the Dreyfus Dividend Sweep Privilege)
selected by the investor.
    
   
    Shares will be exchanged at the next determined net asset value;
however, a sales load may be charged with respect to exchanges into funds
sold with a sales load. If you are exchanging into a fund that charges a
sales load, you may qualify for share prices which do not include the sales
load or which reflect a reduced sales load, if the shares of the fund from
which you are exchanging were: (a) purchased with a sales load, (b)
acquired by a previous exchange from shares purchased with a sales load,
or (c) acquired through reinvestment of dividends or distributions paid
with respect to the foregoing categories of shares. To qualify, at the time
of your exchange you must notify the Transfer Agent. Any such
qualification is subject to confirmation of your holdings through a check
of appropriate records. See "Shareholder Services" in the Statement of
Additional Information. No fees currently are charged shareholders
directly in connection with exchanges, although the Fund reserves the
right, upon not
                                Page 8
less than 60 days' written notice, to charge shareholders a
nominal fee in accordance with rules promulgated by the Securities and
Exchange Commission. The Fund reserves the right to reject any exchange
request in whole or in part. The Exchange Privilege may be modified or
terminated at any time upon notice to shareholders.
    
    The exchange of shares of one fund or series for shares of another fund
or series is treated for Federal income tax purposes as a sale of the
shares given in exchange by the shareholder and, therefore, an exchanging
shareholder may realize a taxable gain or loss.
DREYFUS AUTO-EXCHANGE PRIVILEGE - Dreyfus Auto-Exchange Privilege
enables you to invest regularly (on a semi-monthly, monthly, quarterly or
annual basis), in exchange for shares of the Series, in shares of the other
series or other funds in the Dreyfus Family of Funds of which you are
currently an investor. The amount you designate, which can be expressed
either in terms of a specific dollar or share amount ($100 minimum), will
be exchanged automatically on the first and/or fifteenth of the month
according to the schedule you have selected. Shares will be exchanged at
the then-current net asset value; however, a sales load may be charged
with respect to exchanges into funds sold with a sales load. See
"Shareholder Services" in the Statement of Additional Information. The
right to exercise this Privilege may be modified or cancelled by the Fund
or the Transfer Agent. You may modify or cancel your exercise of this
Privilege at any time by writing to The Dreyfus Family of Funds, P.O. Box
9671, Providence, Rhode Island 02940-9671. The Fund may charge a
service fee for the use of this Privilege. No such fee currently is
contemplated. The exchange of shares of one fund for shares of another is
treated for Federal income tax purposes as a sale of the shares given in
exchange by the shareholder and, therefore, an exchanging shareholder may
realize a taxable gain or loss. For more information concerning this
Privilege and the funds in the Dreyfus Family of Funds eligible to
participate in this Privilege, or to obtain a Dreyfus Auto-Exchange
Authorization Form, please call toll free 1-800-645-6561.
   
DREYFUS-AUTOMATIC ASSET BUILDER - 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. At your option, the bank account designated by you will
be debited in the specified amount, and Fund shares will be purchased,
once a month, on either the first or fifteenth day, or twice a month, on
both days. Only an account maintained at a domestic financial institution
which is an Automated Clearing House member may be so designated. To
establish a Dreyfus-AUTOMATIC Asset Builder account, you must file an
authorization form with the Transfer Agent. You may obtain the necessary
authorization form from Dreyfus Service Corporation. You may cancel your
participation in this Privilege or change the amount of purchase at any
time by mailing written notification to The Dreyfus Family of Funds, P.O.
Box 9671, Providence, Rhode Island 02940-9671, or, if for Dreyfus
retirement plan accounts, to The Dreyfus Trust Company, Custodian, P.O.
Box 6427, Providence, Rhode Island 02940-6427, and the notification will
be effective three business days following receipt. The Fund may modify
or terminate this Privilege at any time or charge a service fee. No such
fee currently is contemplated.
    
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 Federal government automatically deposited into
your Fund account. You may deposit as much of such payments as you elect.
To enroll in Dreyfus Government Direct Deposit, you must file with the
Transfer Agent a completed Direct Deposit Sign-Up Form for each type of
payment that you desire to include in this Privilege. The appropriate form
may be obtained from Dreyfus Service Corporation. Death or legal
incapacity will terminate your participation in this Privilege. You may
elect at any time to terminate your participation by notifying in writing
the appropriate Federal agency. Further, the Fund may terminate your
participation upon 30 days' notice to you.
   
    
   
DREYFUS DIVIDEND SWEEP PRIVILEGE - Dreyfus Dividend Sweep Privilege
enables you to invest automatically dividends or dividends and capital
gain distributions, if any, paid by the Series in shares of another fund in
the Dreyfus Family of Funds of which you are a shareholder. Shares of the
other fund will be purchased at the then- current net asset value;
however, a sales load may be charged with respect to investments in
shares of a fund sold with a sales load. If you are investing in a fund that
charges a sales load, you may qualify for share prices which
                                Page 9
do not include
the sales load or which reflect a reduced sales load. If you are investing in
a fund that charges a contingent deferred sales charge, the shares
purchased will be subject on redemption to the contingent deferred sales
charge, if any, applicable to the purchased shares. See "Shareholder
Services" in the Statement of Additional Information. For more
information concerning this Privilege and the funds in the Dreyfus Family
of Funds eligible to participate in this Privilege, or to request a Dividend
Options Form, please call toll free 1-800-645-6561. You may cancel this
Privilege by mailing written notification to The Dreyfus Family of Funds,
P.O. Box 9671, Providence, Rhode Island 02940-9671. To select a new fund
after cancellation, you must submit a new authorization form. Enrollment
in or cancellation of this Privilege is effective three business days
following receipt. This Privilege is available only for existing accounts
and may not be used to open new accounts. Minimum subsequent
investments do not apply. The Fund may modify or terminate this Privilege
at any time or charge a service fee. No such fee currently is contemplated.
Shares of the Series held under Keogh Plans, IRAs or other retirement
plans are not eligible for this Privilege.
    
DREYFUS PAYROLL SAVINGS PLAN - Dreyfus Payroll Savings Plan permits
you to purchase shares of the Series (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 Automated
Clearing House system at each pay period. To establish a Dreyfus Payroll
Savings Plan account, you must file an authorization form with your
employer's payroll department. Your employer must complete the reverse
side of the form and return it to The Dreyfus Family of Funds, P.O. Box
9671, Providence, Rhode Island 02940-9671. You may obtain the necessary
authorization form from Dreyfus Service Corporation. You may change the
amount of purchase or cancel the authorization only by written
notification to your employer. It is the sole responsibility of your
employer, not Dreyfus Service Corporation, The Dreyfus Corporation, the
Fund, the Transfer Agent or any other person, to arrange for transactions
under the Dreyfus Payroll Savings Plan. The Fund may modify or terminate
this Privilege at any time or charge a service fee. No such fee currently is
contemplated. Shares of the Series held under Keogh Plans, IRAs or other
retirement plans are not eligible for this Privilege.
   
QUARTERLY DISTRIBUTION PLAN - The Quarterly Distribution Plan permits
you to receive quarterly payments from the Fund consisting of proceeds
from the redemption of shares purchased for your account through the
automatic reinvestment of dividends declared on your account during the
preceding calendar quarter.
    
   
You may open a Quarterly Distribution Plan by submitting a request to the
Transfer Agent. The Quarterly Distribution Plan may be ended at any time
by you, the Fund or the Transfer Agent. Shares of the Series for which
certificates have been issued must be presented before redemption under
the Quarterly Distribution Plan.
    
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. An application for the Automatic Withdrawal Plan can be obtained
from Dreyfus Service Corporation. There is a service charge of $.50 for
each withdrawal check. The Automatic Withdrawal
Plan may be ended at any time by you, the Fund or the Transfer Agent.
Shares of the Series for which certificates have been issued may not be
redeemed through the Automatic Withdrawal Plan.
   
RETIREMENT PLANS - The Series offers a variety of pension and profit-
sharing plans, including Keogh Plans, IRAs, SEP-IRAs and IRA "Rollover
Accounts," 401(k) Salary Reduction Plans 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 and IRA "Rollover Accounts," please call
1-800-645-6561; for SEP-IRAs, 401(k) Salary Reduction Plans and
403(b)(7) Plans, please call 1-800-322-7880.
    
                         HOW TO REDEEM FUND SHARES
GENERAL - You may request redemption of your shares at any time.
Redemption requests should be transmitted to the Transfer Agent or
Dreyfus Service Corporation, as described below. When a request is
received in proper form, the Fund will redeem the shares at the next
determined net asset value.
    The Fund imposes no charges when shares are redeemed directly through
Dreyfus Service Corporation. Securities dealers, banks and other financial
institutions may charge a nominal fee for effecting redemptions of
                                Page 10
Fund shares. Any certificates representing the Series' shares being
redeemed must be submitted with the redemption request. If you own
shares in both series, any redemption request must clearly state from
which series you wish to redeem the shares. The value of the shares
redeemed may be more or less than their original cost, depending upon
the Series' then-current net asset value.
    If a request for redemption is received in proper form by the Transfer
Agent by 12:00 Noon, New York time, or by the Los Angeles office of
Dreyfus Service Corporation by 12:00 Noon, California time, the proceeds
of the redemption, if transfer by wire is requested, will be transmitted in
Federal Funds ordinarily on the same day and the shares will not receive
the dividend declared on that day. If the request is received later that day
by the Transfer Agent or the Los Angeles office of Dreyfus Service
Corporation, the shares will receive the dividend on the Series' shares
declared on that day, and the proceeds of redemption, if wire transfer is
requested, will be transmitted in Federal Funds ordinarily on the next
business day.
    The Fund ordinarily will make payment for all shares redeemed within
seven days after receipt by the Transfer Agent or Dreyfus Service
Corporation, as the case may be, of a redemption request in proper form,
except as provided by the rules of the Securities and Exchange
Commission. HOWEVER, IF YOU HAVE PURCHASED SHARES OF THE SERIES BY
CHECK, BY DREYFUS TELETRANSFER PRIVILEGE OR THROUGH DREYFUS-
AUTOMATIC ASSET BUILDER AND SUBSEQUENTLY SUBMIT A WRITTEN
REDEMPTION REQUEST TO THE TRANSFER AGENT, YOUR REDEMPTION WILL BE
EFFECTIVE AND THE REDEMPTION PROCEEDS WILL BE TRANSMITTED TO YOU
PROMPTLY UPON BANK CLEARANCE OF YOUR PURCHASE CHECK, DREYFUS
TELETRANSFER PURCHASE OR DREYFUS - AUTOMATIC ASSET BUILDER
ORDER, WHICH MAY TAKE UP TO EIGHT BUSINESS DAYS OR MORE. IN
ADDITION, THE FUND WILL NOT HONOR REDEMPTION CHECKS UNDER THE
CHECK REDEMPTION PRIVILEGE, AND WILL REJECT REQUESTS TO REDEEM
SHARES BY WIRE OR TELEPHONE OR PURSUANT TO THE DREYFUS
TELETRANSFER PRIVILEGE, FOR A PERIOD OF EIGHT BUSINESS DAYS AFTER
RECEIPT BY THE TRANSFER AGENT OF THE PURCHASE CHECK, THE DREYFUS
TELETRANSFER PURCHASE OR THE DREYFUS-AUTOMATIC ASSET BUILDER
ORDER AGAINST WHICH SUCH REDEMPTION IS REQUESTED. THESE
PROCEDURES WILL NOT APPLY IF YOUR SHARES WERE PURCHASED BY WIRE
PAYMENT, OR IF YOU OTHERWISE HAVE A SUFFICIENT COLLECTED BALANCE
IN YOUR ACCOUNT TO COVER THE REDEMPTION REQUEST. PRIOR TO THE TIME
ANY REDEMPTION IS EFFECTIVE, DIVIDENDS ON SUCH SHARES WILL ACCRUE
AND BE PAYABLE, AND YOU WILL BE ENTITLED TO EXERCISE ALL OTHER
RIGHTS OF BENEFICIAL OWNERSHIP. Shares of the Series will not be
redeemed until the Transfer Agent has received your Account Application.
    The Fund reserves the right to redeem your account in either series at
its option upon not less than 45 days'
written notice if your account's net asset value is $500 or less and
remains so during the notice period.
   
PROCEDURES - You may redeem shares by using the regular redemption
procedure through the Transfer Agent, using the Check Redemption
Privilege, through the Wire Redemption Privilege, through the Telephone
Redemption Privilege or through the Dreyfus TELETRANSFER Privilege. The
Fund makes available to certain large institutions the ability to issue
redemption instructions through compatible computer facilities.
    
   
    You may redeem or exchange shares of the Series by telephone if you
have checked the appropriate box on the Fund's Account Application or
have filed a Shareholder Services Form with the Transfer Agent. If you
select a telephone redemption or exchange privilege, you authorize the
Transfer Agent to act on telephone instructions from any person
representing himself or herself to be you, and reasonably believed by the
Transfer Agent to be genuine. The Fund will require the Transfer Agent to
employ reasonable procedures, such as requiring a form of personal
identification, to confirm that instructions are genuine and, if it does not
follow such procedures, the Transfer Agent or the Fund may be liable for
any losses due to unauthorized or fraudulent instructions. Neither the Fund
nor the Transfer Agent will be liable for following instructions
reasonably believed to be genuine.
    
    During times of drastic economic or market conditions, you may
experience difficulty in contacting the Transfer Agent or Dreyfus Service
Corporation by telephone to request a redemption or exchange of Series
shares. In such cases, you should consider using the other redemption
procedures described herein. Use of these other redemption procedures
may result in your redemption request being processed at a later time
than it would have been if telephone redemption had been used.
                               Page 11
   
REGULAR REDEMPTION - Under the regular redemption procedure, you may
redeem shares by written request mailed to The Dreyfus Family of Funds,
P.O. Box 9671, Providence, Rhode Island 02940-9671. Redemption requests
may be delivered in person only to a Dreyfus Financial Center. THESE
REQUESTS WILL BE FORWARDED TO THE FUND AND WILL BE PROCESSED ONLY
UPON RECEIPT THEREBY. For the location of the nearest Dreyfus Financial
Center, please call one of the telephone numbers listed under "General
Information." Redemption requests must be signed by each shareholder,
including each owner of a joint account, and each signature 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 those participants in the
New York Stock Exchange Medallion Signature Program, the Securities
Transfer Agents Medallion Program ("STAMP") and the Stock Exchanges
Medallion Program. If you have any questions with respect to signature-
guarantees, please call one of the telephone numbers listed under "General
Information."
    
     Redemption proceeds of at least $1,000 will be wired to any member bank
of the Federal Reserve System in accordance with a written signature-
guaranteed request.
   
CHECK REDEMPTION PRIVILEGE - You may request on the Account
Application, Shareholder Services Form or by later written request that
the Fund provide Redemption Checks drawn on the Series' account.
Redemption Checks may be made payable to the order of any person in the
amount of $500 or more. Redemption Checks should not be used to close
your account. The Redemption Checks are free, but the Transfer Agent will
impose a fee for stopping payment of a Redemption Check upon your
request or if the Transfer Agent cannot honor a Redemption Check because
of insufficient funds or other valid reason. Shares for which certificates
have been issued may not be redeemed by Redemption Check. You should
date your Redemption Checks with the current date when you write them.
Please do not post-date your redemption check. If you do, the Transfer
Agent will honor, upon presentation, even if presented before the date of
the check, all post-dated Redemption Checks which are dated within six
months of presentation for payment, if they are otherwise in good order.
Shares of the Series held under Keogh Plans, IRAs or other retirement
plans are not eligible for this Privilege. This Privilege may be modified or
terminated at any time by the Fund or the Transfer Agent upon notice to
shareholders.
    
   
    
   
WIRE REDEMPTION PRIVILEGE - You may request by wire or telephone that
redemption proceeds (minimum $1,000 ) be wired to your account at a bank
which is a member of the Federal Reserve System, or a correspondent bank
if your bank is not a member. To establish the Wire Redemption Privilege,
you must check the appropriate box and supply the necessary information on
the Fund's Account Application or file a Shareholder Services Form with the
Transfer Agent. You may direct that redemption proceeds be paid by check
(maximum $150,000 per day) made out to the owners of record and mailed
to your address. Redemption proceeds of less than $1,000 will be paid
automatically by check. Holders of jointly registered Fund or bank
accounts may have redemption proceeds of only up to $250,000 wired
within any 30-day period. You may telephone redemption requests by
calling 1-800-221-4060 or, if you are calling from overseas, call 1-401-
455-3306. You also may telephone redemption requests by calling the Los
Angeles office of Dreyfus Service Corporation at 1-213-380-0010. The
Fund reserves the right to refuse any redemption request, including
requests made shortly after a change of address, and may limit the amount
involved or the number of such requests. This Privilege may be modified or
terminated at any time by the Transfer Agent or the Fund. The Fund's
Statement of Additional Information sets forth instructions for
transmitting redemption requests by wire. Shares of the Series held under
Keogh Plans, IRAs or other retirement plans, and shares for which
certificates have been issued, are not eligible for this Privilege.
    
   
TELEPHONE REDEMPTION PRIVILEGE __ You may redeem shares of the Series
(maximum $150,000 per day) by telephone if you have checked the
appropriate box on the Fund's Account Application or have filed a
Shareholder Services Form with the Transfer Agent. The redemption
proceeds will be paid by check and mailed to your address. You may
telephone redemption instructions by calling 1-800-221-4060 or, if you
are calling from overseas, call 1-401-455-3306. You also may telephone
redemption requests by calling the Los Angeles office of Dreyfus Service
Corporation at 1-213-380-0010. The Fund reserves the right to refuse any
request made by telephone, including requests made shortly after a change
of address, and may limit the amount involved or the number
                                  Page 12
of telephone redemption requests. This Privilege may be modified or
terminated at any time by the Transfer Agent or the Fund. Shares of the
Series held under Keogh Plans, IRAs or other retirement plans, and shares
for which certificates have been issued, are not eligible for this Privilege.
    
   
DREYFUS TELETRANSFER PRIVILEGE - You may redeem shares of the Series
(minimum $500 per day) by telephone if you have checked the appropriate
box and supplied the necessary information on the Fund's Account
Application or have filed a Shareholder Services Form with the Transfer
Agent. The proceeds will be transferred between your Fund account and the
bank account designated in one of these documents. Only a bank account
maintained in a domestic financial institution which is an Automated
Clearing House member may be so designated. Redemption proceeds will be
on deposit in your account at an Automated Clearing House member bank
ordinarily two days after receipt of the redemption request or, at your
request, paid by check (maximum $150,000 per day) and mailed to your
address. Holders of jointly registered Fund or bank accounts may redeem
through the Dreyfus TELETRANSFER Privilege for transfer to their bank
account only up to $250,000 within any 30-day period. The Fund reserves
the right to refuse any request made by telephone, including requests
made shortly after a change of address, and may limit the amount involved
or the number of such requests. The Fund may modify or terminate this
Privilege at any time or charge a service fee upon notice to shareholders.
No such fee is currently contemplated.
    
   
    If you have selected the Dreyfus TELETRANSFER Privilege, you may
request a Dreyfus TELETRANSFER redemption of Series shares by calling
1-800-221-4060 or, if you are calling from overseas, call 1-401-455-
3306. Shares of the Series held under Keogh Plans, IRAs or other
retirement plans, and shares issued in certificate form, are not eligible
for this Privilege.
    
                         SHAREHOLDER SERVICES PLAN
   
    The Fund has adopted a Shareholder Services Plan pursuant to which the
Fund reimburses Dreyfus Service Corporation an amount not to exceed an
annual rate of .25 of 1% of the value of the Series' average daily net
assets for certain allocated expenses of providing personal services
and/or maintaining shareholder accounts. The services provided may
include personal services relating to shareholder accounts, such as
answering shareholder inquiries regarding the Fund and providing reports
and other information, and services related to the
maintenance of shareholder accounts.
    
                    DIVIDENDS, DISTRIBUTIONS AND TAXES
    The Fund ordinarily declares dividends from the Series' net investment
income on each day the New York Stock Exchange is open for business.
Dividends usually are paid on the last business day of each month, and are
automatically reinvested in additional shares of the Series at net asset
value or, at your option, paid in cash. The Series' earnings for Saturdays,
Sundays and holidays are declared as dividends on the preceding business
day. If you redeem all shares in your account at any time during the month,
all dividends to which you are entitled are paid to you along with the
proceeds of the redemption. Distributions from net realized securities
gains, if any, generally are declared and paid once a year, but the Fund may
make distributions on a more frequent basis to comply with the
distribution requirements of the Internal Revenue Code of 1986, as
amended (the "Code"), in all events in a manner consistent with the
provisions of the Investment Company Act of 1940. The Fund will not make
distributions from net realized securities gains unless capital loss
carryovers, if any, have been utilized or have expired. You may choose
whether to receive distributions in cash or to reinvest in additional
shares of the Series at net asset value. All expenses are accrued daily and
deducted before declaration of dividends to investors.
   
    Dividends derived from net investment income, together with
distributions from any net realized short-term securities gains of the
Series and all or a portion of any gains from the sale or other disposition
of certain market discount bonds, paid by the Series to U.S. shareholders
generally are taxable as ordinary income whether received in cash or
reinvested in additional shares of the Series. No dividend paid by the Fund
will qualify for the dividends received deduction allowable to certain U.S.
corporations. Distributions from net realized long-term securities gains
of the Series to U.S. shareholders, if any, generally are taxable as long-
term capital
                                 Page 13
gains for Federal income tax purposes, regardless of how
long shareholders have held their Series' shares and whether such
distributions are received in cash or reinvested in additional Series'
shares. The Code provides that the net capital gain of an individual
generally will not be subject to Federal income tax at a rate in excess of
28%. Dividends and distributions may be subject to certain state and local
taxes.
    
   
    Dividends derived from net investment income, together with
distributions from net realized short-term securities gains and all or a
portion of any gains from the sale or other disposition of certain market
discount bonds, paid by the Series to a foreign investor generally are
subject to U.S. nonresident withholding taxes at the rate of 30%, unless
the foreign investor claims the benefit of a lower rate specified in a tax
treaty. Distributions from net realized long-term securities gains paid by
the Series to a foreign investor generally will not be subject to U.S.
nonresident withholding tax. However, such distributions may be subject
to backup withholding, as described below, unless the foreign investor
certifies his non-U.S. residency status.
    
   
    Notice as to the tax status of your dividends and distributions will be
mailed to you annually. You also will receive periodic summaries of your
account which will include information as to income dividends and
distributions from securities gains, if any, paid during the year. Dividends
and distributions attributable to interest from direct obligations of the
United States and paid by the Series to individuals currently are not
subject to tax in most states. Dividends and distributions attributable to
interest from other securities in which the Series may invest may be
subject to state tax. The Fund intends to provide shareholders with a
statement which sets forth the percentage of dividends and distributions
paid by the Series that is attributable to interest income from direct
obligations of the United States.
    
   
    Federal regulations generally require the Series to withhold ("backup
withholding") and remit to the U.S. Treasury 31% of dividends and
distributions from net realized securities gains paid to a shareholder if
such shareholder fails to certify either that the TIN furnished in
connection with opening an account is correct, or that such shareholder
has not received notice from the IRS of being subject to backup
withholding as a result of a failure to properly report taxable dividend or
interest income on a Federal income tax return. Furthermore, the IRS may
notify the Series to institute backup withholding if the IRS determines a
shareholder's TIN is incorrect or if a shareholder has failed to properly report
taxable dividend and interest income on a Federal income tax return.
    
    A TIN is either the Social Security number or employer identification
number of the record owner of the account. Any tax withheld as a result of
backup withholding does not constitute an additional tax imposed on the
record owner of the account, and may be claimed as a credit on the record
owner's Federal income tax return.
   
    Management believes that the Series has qualified for the fiscal year
ended December 31, 1993 as a "regulated investment company" under the
Code. The Series intends to continue to so qualify, if such qualification is
in the best interests of its shareholders. Such qualification relieves the
Series of any liability for Federal income taxes to the extent its earnings
are distributed in accordance with applicable provisions of the Code. The
Series is subject to a nondeductible 4% excise tax, measured with respect
to certain undistributed amounts of taxable investment income and capital
gains, if any.
    
    You should consult your tax adviser regarding specific questions as to
Federal, state or local taxes.
                             GENERAL INFORMATION
    The Fund was incorporated under Maryland law on December 30, 1974
and began offering shares of the Money Market Series on April 28, 1975. On
April 23, 1979, shareholders of the Fund authorized the issuance and sale
of shares of the Series. The Fund is authorized to issue 15 billion shares
of Common Stock (10 billion in the Series and 5 billion in the Money
Market Series), par value $.01 per share. Each share has one vote.
    To date, two series of shares have been authorized. All consideration
received by the Fund for shares of one of the series and all assets in
which such consideration is invested, belong to that series (subject only
to the rights of creditors of the Fund) 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.
                                Page 14
    Rule 18f-2 under the Investment Company Act of 1940 provides that any
matter required to be submitted under the provisions of the Investment
Company Act of 1940 or applicable state law or otherwise, to the holders
of the outstanding voting securities of an investment company such as the
Fund 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 directors from
the separate voting requirements of the Rule.
    Unless otherwise required by the Investment Company Act of 1940,
ordinarily it will not be necessary for the Fund to hold annual meetings of
shareholders. As a result, Fund shareholders may not consider each year
the election of Directors or the appointment of auditors. However,
pursuant to the Fund's By-Laws, the holders of at least 10% of the shares
outstanding and entitled to vote may require the Fund to hold a special
meeting of shareholders for purposes of removing a Director from office
and the holders of at least 25% of such shares may require the Fund to
hold a special meeting of shareholders for any other purpose. Fund
shareholders may remove a Director by the affirmative vote of a majority
of the Fund's outstanding voting shares. In addition, the Board of Directors
will call a meeting of shareholders for the purpose of electing Directors
if, at any time, less than a majority of the Directors then holding office
have been elected by shareholders.
    The Transfer Agent maintains a record of your ownership and sends you
confirmations and statements of your account.
   
    Shareholder inquiries may be made by writing to the Fund at 144 Glenn
Curtiss Boulevard, Uniondale, New York 11556-0144, or by calling toll
free 1-800-645-6561. In New York City, call 1-718-895-1206; on Long
Island, call 794-5452.
    
    NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO
MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS AND IN THE FUND'S OFFICIAL SALES LITERATURE IN
CONNECTION WITH THE OFFER OF THE FUND'S SHARES, AND, IF GIVEN OR
MADE, SUCH OTHER INFORMATION OR REPRESENTATIONS MUST NOT BE
RELIED UPON AS HAVING BEEN AUTHORIZED BY THE FUND. THIS PROSPECTUS
DOES NOT CONSTITUTE AN OFFER IN ANY STATE IN WHICH, OR TO ANY
PERSON TO WHOM, SUCH OFFERING MAY NOT LAWFULLY BE MADE.
                                 Page 15
GOVERNMENT
SECURITIES SERIES
DREYFUS MONEY MARKET INSTRUMENTS, INC.

Prospectus
(Dreyfus Lion Logo)
copyright Dreyfus Service Corporation, 1994
    Distributor     141pros13032394


- ------------------------------------------------------------------------------
   
PROSPECTUS                                                    MARCH 31, 1994
    
                DREYFUS MONEY MARKET INSTRUMENTS, INC.
- ------------------------------------------------------------------------------
    DREYFUS MONEY MARKET INSTRUMENTS, INC. (THE "FUND") IS AN OPEN-
END, DIVERSIFIED, MANAGEMENT INVESTMENT COMPANY, KNOWN AS A MONEY
MARKET MUTUAL FUND. ITS GOAL IS TO PROVIDE YOU WITH AS HIGH A LEVEL
OF CURRENT INCOME AS IS CONSISTENT WITH THE PRESERVATION OF
CAPITAL AND THE MAINTENANCE OF LIQUIDITY.
    THE FUND PERMITS YOU TO INVEST IN TWO SEPARATE PORTFOLIOS, THE
MONEY MARKET SERIES AND THE GOVERNMENT SECURITIES SERIES. THE
MONEY MARKET SERIES INVESTS IN SHORT-TERM MONEY MARKET
INSTRUMENTS CONSISTING OF SECURITIES ISSUED OR GUARANTEED BY THE
U.S. GOVERNMENT OR ITS AGENCIES OR INSTRUMENTALITIES, BANK
OBLIGATIONS, REPURCHASE AGREEMENTS AND HIGH GRADE COMMERCIAL
PAPER. THE GOVERNMENT SECURITIES SERIES INVESTS ONLY IN SHORT-TERM
SECURITIES ISSUED OR GUARANTEED AS TO PRINCIPAL AND INTEREST BY
THE U.S. GOVERNMENT.
    YOU CAN INVEST, REINVEST OR REDEEM SHARES AT ANY TIME WITHOUT
CHARGE OR PENALTY. THE FUND PROVIDES FREE REDEMPTION CHECKS, WHICH
YOU CAN USE IN AMOUNTS OF $500 OR MORE FOR CASH OR TO PAY BILLS.
YOU CONTINUE TO EARN INCOME ON THE AMOUNT OF THE CHECK UNTIL IT
CLEARS. YOU CAN PURCHASE OR REDEEM SHARES BY TELEPHONE USING
DREYFUS TELETRANSFER.
    THE DREYFUS CORPORATION PROFESSIONALLY MANAGES THE FUND'S
PORTFOLIOS.
    AN INVESTMENT IN THE FUND IS NEITHER INSURED NOR GUARANTEED BY
THE U.S. GOVERNMENT. THERE CAN BE NO ASSURANCE THAT EACH SERIES
WILL BE ABLE TO MAINTAIN A STABLE NET ASSET VALUE OF $1.00 PER
SHARE.
                           -------------
    THIS PROSPECTUS SETS FORTH CONCISELY INFORMATION ABOUT THE
FUND THAT YOU SHOULD KNOW BEFORE INVESTING. IT SHOULD BE READ AND
RETAINED FOR FUTURE REFERENCE.
   
    PART B (ALSO KNOWN AS THE STATEMENT OF ADDITIONAL INFORMATION),
DATED MARCH 31, 1994, WHICH MAY BE REVISED FROM TIME TO TIME,
PROVIDES A FURTHER DISCUSSION OF CERTAIN AREAS IN THIS PROSPECTUS
AND OTHER MATTERS WHICH MAY BE OF INTEREST TO SOME INVESTORS. IT
HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION AND IS
INCORPORATED HEREIN BY REFERENCE. FOR A FREE COPY, WRITE TO THE
FUND AT 144 GLENN CURTISS BOULEVARD, UNIONDALE, NEW YORK 11556-
0144, OR CALL 1-800-645-6561. WHEN TELEPHONING, ASK FOR OPERATOR
666.
    
                           -------------
   
THE FUND'S SHARES ARE NOT DEPOSITS OR OBLIGATIONS OF, OR
GUARANTEED OR ENDORSED BY, ANY BANK, AND ARE NOT FEDERALLY
INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE FEDERAL
RESERVE BOARD, OR ANY OTHER AGENCY.
    
- ------------------------------------------------------------------------------
                            TABLE OF CONTENTS
                                                        PAGE
ANNUAL FUND OPERATING EXPENSES........................        2
CONDENSED FINANCIAL INFORMATION.......................        3
YIELD INFORMATION.....................................        4
DESCRIPTION OF THE FUND...............................        4
MANAGEMENT OF THE FUND................................        9
HOW TO BUY FUND SHARES................................        9
SHAREHOLDER SERVICES..................................       12
HOW TO REDEEM FUND SHARES.............................       14
   
SHAREHOLDER SERVICES PLAN.............................       17
    
DIVIDENDS, DISTRIBUTIONS AND TAXES....................       17
GENERAL INFORMATION...................................       18
- ------------------------------------------------------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
- ------------------------------------------------------------------------------

   
                        ANNUAL FUND OPERATING EXPENSES
(as a percentage of average daily net assets)
                                                MONEY      GOVERNMENT
                                                MARKET     SECURITIES
                                                SERIES       SERIES
                                                ------     ----------
    Management Fees....................         .50%         .50%
    Other Expenses.....................         .33%         .30%
    Total Fund Operating Expenses......         .83%         .80%
EXAMPLE:
    You would pay the following expenses on a $1,000
    investment, assuming (1) 5% annual return and (2)
    redemption at the end of each time period:
    1 YEAR.............................          $  8         $ 8
    3 YEARS............................          $ 26         $26
    5 YEARS............................          $ 46         $44
    10 YEARS...........................          $103         $99
    
- ------------------------------------------------------------------------------
   
    THE AMOUNTS LISTED IN THE EXAMPLE SHOULD NOT BE CONSIDERED AS
REPRESENTATIVE OF PAST OR FUTURE EXPENSES AND ACTUAL EXPENSES
MAY BE GREATER OR LESS THAN THOSE INDICATED. MOREOVER, WHILE THE
EXAMPLE ASSUMES A 5% ANNUAL RETURN, EACH SERIES' ACTUAL
PERFORMANCE WILL VARY AND MAY RESULT IN AN ACTUAL RETURN GREATER
OR LESS THAN 5%.
    
- ------------------------------------------------------------------------------
   
    The purpose of the foregoing table is to assist you in understanding the
various costs and expenses borne by each series, and therefore indirectly
by investors, the payment of which will reduce investors' return on an
annual basis. You can purchase shares of either series without charge
directly from Dreyfus Service Corporation; you may be charged a nominal
fee if you effect transactions in shares of either series through a
securities dealer, bank or other financial institution. See "Management of
the Fund" and "Shareholder Services Plan."
    
                    (2)

                     CONDENSED FINANCIAL INFORMATION
        The information in the following table has been audited by Ernst &
Young, the Fund's independent auditors, whose report thereon appears in the
Statement of Additional Information. Further financial data and related notes
are included in the Statement of Additional Information, available upon
request.
   
                          FINANCIAL HIGHLIGHTS
        Contained below is per share operating performance data for a share
of Common Stock outstanding, total investment return, ratios to average net
assets and other supplemental data for each year indicated. This information
has been derived from information provided in the Fund's financial
statements.
    
   
<TABLE>
<CAPTION>
                                                                                MONEY MARKET SERIES
                                         ----------------------------------------------------------------------------------------
                                                                               YEAR ENDED DECEMBER 31,
                                         ----------------------------------------------------------------------------------------
PER SHARE DATA:                            1984    1985     1986     1987     1988     1989     1990     1991     1992     1993
                                         -------  -------  -------  -------  -------  -------  -------  -------  -------  -------
<S>                                      <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>     <C>
  Net asset value, beginning of year...  $ .9998  $ .9997  $ .9998  $ .9997  $ .9992  $ .9991  $ .9993  $ .9992  $ .9992 $  .9993
                                         -------  -------  -------  -------  -------  -------  -------  -------  -------  -------
  INVESTMENT OPERATIONS:
  Investment income-net................    .0994    .0784    .0630    .0607    .0690    .0864    .0761    .0580    .0346    .0261
  Net realized gain
    (loss) on investments..............   (.0001)   .0001   (.0001)  (.0005)  (.0001)   .0002   (.0001)   --       .0001    .0004
                                         -------  -------  -------  -------  -------  -------  -------  -------  -------  -------
    TOTAL FROM INVESTMENT OPERATIONS...    .0993    .0785    .0629    .0602    .0689    .0866    .0760    .0580    .0347    .0265
                                         -------  -------  -------  -------  -------  -------  -------  -------  -------  -------
  DISTRIBUTIONS:
  Dividends from investment
    income-net.........................   (.0994)  (.0784)  (.0630)  (.0607)  (.0690)  (.0864)  (.0761)  (.0580)  (.0346) (.0261)
  Dividends from net realized
    gain on investments................    --        --       --       --       --       --       --       --       --       --
                                         -------  -------  -------  -------  -------  -------  -------  -------  -------  -------
    TOTAL DISTRIBUTIONS................   (.0994)  (.0784)  (.0630)  (.0607)  (.0690)  (.0864)  (.0761)  (.0580)  (.0346) (.0261)
                                         -------  -------  -------  -------  -------  -------  -------  -------  -------  -------
  Net asset value, end of year.........  $ .9997  $ .9998  $ .9997  $ .9992  $ .9991  $ .9993  $ .9992  $ .9992  $ .9993  $ .9997
                                         =======  =======  =======  =======  =======  =======  =======  =======  =======  =======
TOTAL INVESTMENT RETURN                    10.40%    8.13%    6.49%    6.24%    7.12%    9.00%    7.88%    5.95%    3.51%   2.64%
RATIOS/SUPPLEMENTAL DATA:
  Ratio of expenses to average
    net assets.........................      .64%     .64%     .64%     .67%     .71%     .74%     .74%     .72%     .75%    .83%
  Ratio of net investment income
    to average net assets..............     9.89%    7.90%    6.31%    6.07%    6.86%    8.65%    7.62%    5.83%    3.48%   2.62%
  Decrease reflected in above expense
    ratios pursuant to undertakings
    by The Dreyfus Corporation.........      .01%    --       --       --       --       --       --       --       --       --
  Net Assets, end of year
    (000's  omitted)................... $938,668 $661,243 $582,426 $503,167 $381,379 $357,660 $334,432 $282,356 $242,326 $207,537

</TABLE>
    
   
<TABLE>
<CAPTION>


                                                                      GOVERNMENT SECURITIES SERIES
                                         ----------------------------------------------------------------------------------------
                                                                         YEAR ENDED DECEMBER 31,
                                         ----------------------------------------------------------------------------------------
PER SHARE DATA:                            1984    1985     1986     1987     1988     1989     1990     1991     1992     1993
                                         -------  -------  -------  -------  -------  -------  -------  -------  -------  -------
  <S>                                    <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>
  Net asset value, beginning of year...  $ .9998  $ .9997  $ .9998  $ .9999  $ .9997  $ .9998  $ .9999  $1.0000  $1.0000  $1.0000
                                         -------  -------  -------  -------  -------  -------  -------  -------  -------  -------
  INVESTMENT OPERATIONS:
  Investment income-net................    .0950    .0796    .0627    .0572    .0659    .0836    .0735    .0551    .0339    .0246
  Net realized gain
    (loss) on investments..............   (.0001)   .0001    .0001   (.0002)   .0001    .0003    .0001     --       --       --
                                         -------  -------  -------  -------  -------  -------  -------  -------  -------  -------
    TOTAL FROM INVESTMENT OPERATIONS...    .0949    .0797    .0628    .0570    .0660    .0839    .0736    .0551    .0339    .0246
                                         -------  -------  -------  -------  -------  -------  -------  -------  -------  -------
  DISTRIBUTIONS:
  Dividends from investment
    income-net.........................   (.0950)  (.0796)  (.0627)  (.0572)  (.0659)  (.0836)  (.0735)  (.0551)  (.0339  (.0246)
  Dividends from net realized
    gain on investments................     --       --       --       --       --     (.0002)    --       --       --       --
                                         -------  -------  -------  -------  -------  -------  -------  -------  -------  -------
    TOTAL DISTRIBUTIONS................   (.0950)  (.0796)  (.0627)  (.0572)  (.0659)  (.0838)  (.0735)  (.0551)  (.0339) (.0246)
                                         -------  -------  -------  -------  -------  -------  -------  -------  -------  -------
  Net asset value, end of year.........  $ .9997  $ .9998  $ .9999  $ .9997  $ .9998  $ .9999  $1.0000  $1.0000  $1.0000  $1.0000
                                         =======  =======  =======  =======  =======  =======  =======  =======  =======  =======
TOTAL INVESTMENT RETURN                     9.92%    8.26%    6.46%    5.87%    6.80%    8.71%    7.61%    5.65%    3.45%   2.48%
RATIOS/SUPPLEMENTAL DATA:
  Ratio of expenses to average
    net assets.........................      .67%     .64%     .64%     .65%     .72%     .70%     .70%     .69%     .72%    .80%
  Ratio of net investment income
    to average net assets..............     9.50%    7.93%    6.28%    5.71%    6.56%    8.35%    7.35%    5.51%    3.39%   2.46%
  Decrease reflected in above expense
    ratios pursuant to undertakings
    by The Dreyfus Corporation.........     --       --       --       --       --       --       --       --       --       --
  Net Assets, end of year
    (000's  omitted)...................$890,900$1,021,986 $966,290 $791,651 $658,201 $651,700 $724,202 $706,544 $657,561 $520,708
</TABLE>
    
                        (3)

                                   YIELD INFORMATION
    From time to time, each series advertises its yield and effective yield.
Both yield figures are based on historical earnings and are not intended to
indicate future performance. It can be expected that these yields will
fluctuate substantially. The yield of a series refers to the income
generated by an investment in the series over a seven-day period (which
period will be stated in the advertisement). This income is then
annualized. That is, the amount of income generated by the investment
during that week is assumed to be generated each week over a 52-week
period and is shown as a percentage of the investment. The effective yield
is calculated similarly, but, when annualized, the income earned by an
investment in the series is assumed to be reinvested. The effective yield
will be slightly higher than the yield because of the compounding effect of
this assumed reinvestment. Each series' yield and effective yield may
reflect absorbed expenses pursuant to any undertakings that may be in
effect. See "Management of the Fund."
    Yield information is useful in reviewing the Fund's performance, but
because yields will fluctuate, under certain conditions such information
may not provide a basis for comparison with domestic bank deposits,
other investments which pay a fixed yield for a stated period of time, or
other investment companies which may use a different method of
computing yield.
    Comparative performance information may be used from time to time in
advertising or marketing the Fund's shares, including data from Lipper
Analytical Services, Inc., IBC/Donoghue's Money Fund Report, Bank Rate
Monitor, N. Palm Beach, Fla. 33408, Morningstar, Inc. and other industry
publications.
                    DESCRIPTION OF THE FUND
GENERAL - The Fund is a "series fund," which is a mutual fund divided into
separate portfolios. Each portfolio is treated as a separate entity for
certain matters under the Investment Company Act of 1940 and for other
purposes, and a shareholder of one series is not deemed to be a
shareholder of any other series. As described below, for certain matters
Fund shareholders vote together as a group; as to others they vote
separately by series.
INVESTMENT OBJECTIVE - The Fund's goal is to provide you with as high a
level of current income as is consistent with the preservation of capital
and the maintenance of liquidity. Each of the Fund's series pursues this
goal in the manner described below. Each series' investment objective
cannot be changed without approval by the holders of a majority (as
defined in the Investment Company Act of 1940) of such series'
outstanding voting shares. There can be no assurance that the series'
investment objective will be achieved. Securities in which the series
invest may not earn as high a level of current income as long-term or
lower quality securities which generally have less liquidity, greater
market risk and more fluctuation in market value.
MANAGEMENT POLICIES
    Each series seeks to maintain a net asset value of $1.00 per share for
purchases and redemptions. To do so, the Fund uses the amortized cost
method of valuing each series' securities pursuant to Rule 2a-7 under the
Investment Company Act of 1940, certain requirements of which are
summarized below.
    In accordance with Rule 2a-7, each series will maintain a dollar-
weighted average portfolio maturity of 90 days or less, purchase only
instruments having remaining maturities of 13 months or less and invest
only in U.S. dollar denominated securities determined in accordance with
procedures established by the Board of Directors to present minimal
credit risks and, with respect to the Money Market Series, which are rated
in one of the two highest rating categories for debt obligations by at least
two nationally recognized statistical rating organizations (or one rating
organization if the instrument was rated by only one such organization),
or, if unrated, are of comparable quality as determined in accordance with
procedures established by the Board of Directors. The nationally
recognized statistical rating organizations currently rating instruments
of the type the Money Market Series may purchase are Moody's Investors
Service, Inc., Standard & Poor's Corporation, Duff & Phelps, Inc., Fitch
Investors Service, Inc., IBCA Limited and IBCA Inc. and Thomson
BankWatch, Inc., and their rating criteria are described in the Appendix to
the Fund's Statement of Additional Information. For further information
regarding the amortized cost method of valuing securities, see
"Determination of Net Asset Value" in the Fund's Statement of Additional
Information. There can be no assurance that the series will be able to
maintain a stable net asset value of $1.00 per share.

                    (4)

THE MONEY MARKET SERIES - The Money Market Series invests in short-
term money market obligations, including securities issued or guaranteed
by the U.S. Government or its agencies or instrumentalities, certificates
of deposit, time deposits, bankers' acceptances and other short-term
obligations issued by domestic banks, foreign branches of domestic banks,
foreign subsidiaries of domestic banks, and domestic and foreign branches
of foreign banks, repurchase agreements, and high grade domestic and
foreign commercial paper and other short-term corporate obligations,
including those with floating or variable rates of interest. The Money
Market Series may invest in U.S. dollar denominated obligations issued or
guaranteed by one or more foreign governments or any of their political
subdivisions, agencies or instrumentalities, including obligations of
supranational entities. Generally, at least 25% of the value of the Money
Market Series' total assets will be invested in bank obligations. See "Risk
Factors Relating to the Money Market Series" below.
    The Money Market Series will not invest more than 5% of its total
assets in the securities (including the securities collateralizing a
repurchase agreement) of, or subject to puts issued by, a single issuer,
except that (i) the series may invest more than 5% of its total assets in a
single issuer for a period of up to three business days in certain limited
circumstances, (ii) the series may invest in obligations issued or
guaranteed by the U.S. Government without any such limitation, and (iii)
the limitation with respect to puts does not apply to unconditional puts if
no more than 10% of the series' total assets is invested in securities
issued or guaranteed by the issuer of the unconditional put. Investments in
rated securities not rated in the highest category by at least two rating
organizations (or one rating organization if the instrument was rated by
only one such organization), and unrated securities not determined by the
Board of Directors to be comparable to those rated in the highest
category, will be limited to 5% of the Money Market Series' total assets,
with the investment in any one such issuer being limited to no more than
the greater of 1% of the series' total assets or $1,000,000. As to each
security, these percentages are measured at the time the Money Market
Series purchases the security.
THE GOVERNMENT SECURITIES SERIES - The Government Securities Series
invests only in short-term securities issued or guaranteed as to principal
and interest by the U.S. Government (whether or not subject to repurchase
agreements).
PORTFOLIO SECURITIES - Securities issued or guaranteed by the U.S.
Government or its agencies or instrumentalities include U.S. Treasury
securities, which differ in their interest rates, maturities and times of
issuance. The Money Market Series and the Government Securities Series
may invest in Treasury Bills, Treasury Notes and Treasury Bonds. Treasury
Bills have initial maturities of one year or less; Treasury Notes have
initial maturities of one to ten years; and Treasury Bonds generally have
initial maturities of greater than ten years. In addition, the Money Market
Series may invest in obligations issued or guaranteed by U.S. Government
agencies and instrumentalities. Some obligations issued or guaranteed by
U.S. Government agencies and instrumentalities, for example, Government
National Mortgage Association pass-through certificates, are supported by
the full faith and credit of the U.S. Treasury; others, such as those of the
Federal Home Loan Banks, by the right of the issuer to borrow from the
Treasury; others, such as those issued by the Federal National Mortgage
Association, by discretionary authority of the U.S. Government to purchase
certain obligations of the agency or instrumentality; and others, such as
those issued by the Student Loan Marketing Association, only by the credit
of the agency or instrumentality. These securities bear fixed, floating or
variable rates of interest. Interest may fluctuate based on generally
recognized reference rates or the relationship of rates. While the U.S.
Government provides financial support to such U.S. Government sponsored
agencies or instrumentalities, no assurance can be given that it will
always do so since it is not so obligated by law. The Money Market Series
will invest in such securities only when it is satisfied that the credit risk
with respect to the issuer is minimal.
    The Money Market Series 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 Dreyfus
Corporation to be of comparable quality to the other obligations in which
the Money Market Series 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

                    (5)

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. The
percentage of the Money Market Series' assets invested in securities
issued by foreign governments will vary depending on the relative yields
of such securities, the economic and financial markets of the countries in
which the investments are made and the interest rate climate of such
countries.
    The Money Market Series will invest in certificates of deposit, time
deposits, bankers' acceptances and other short-term obligations issued by
domestic banks, foreign branches of domestic banks, foreign subsidiaries
of domestic banks, and domestic and foreign branches of foreign banks.
See "Risk Factors Relating to the Money Market Series" below.
Certificates of deposit are negotiable certificates evidencing the
obligation of a bank to repay funds deposited with it for a specified period
of time. Time deposits are non-negotiable deposits maintained in a
banking institution for a specified period of time (in no event longer than
seven days) at a stated interest rate. Time deposits which may be held by
the Money Market Series will not benefit from insurance from the Bank
Insurance Fund or the Savings Association Insurance Fund administered by
the Federal Deposit Insurance Corporation. Bankers' acceptances are credit
instruments evidencing the obligation of a bank to pay a draft drawn on it
by a customer. These instruments reflect the obligation both of the bank
and of the drawer to pay the face amount of the instrument upon maturity.
The other short-term obligations may include uninsured, direct
obligations bearing fixed, floating or variable interest rates.
    Repurchase agreements involve the acquisition by a series of an
underlying debt instrument, subject to an obligation of the seller to
repurchase, and such series to resell, the instrument at a fixed price
usually not more than one week after its purchase. The Fund's custodian or
sub-custodian will have custody of, and will hold in a segregated account,
securities acquired under a repurchase agreement. Repurchase agreements
are considered by the staff of the Securities and Exchange Commission to
be loans by the series which enters into them. In an attempt to reduce the
risk of incurring a loss on a repurchase agreement, each series will enter
into repurchase agreements only with domestic banks with total assets in
excess of one billion dollars or primary government securities dealers
reporting to the Federal Reserve Bank of New York, with respect to
securities of the type in which such series may invest, and will require
that additional securities be deposited with it if the value of the
securities purchased should decrease below resale price. The Dreyfus
Corporation will monitor on an ongoing basis the value of the collateral to
assure that it always equals or exceeds the repurchase price. Certain
costs may be incurred by the series in connection with the sale of the
securities if the seller does not repurchase them in accordance with the
repurchase agreement. In addition, if bankruptcy proceedings are
commenced with respect to the seller of the securities, realization on the
securities by the series may be delayed or limited. The Fund will consider
on an ongoing basis the creditworthiness of the institutions with which
the series enter into repurchase agreements.
    Commercial paper consists of short-term, unsecured promissory notes
issued to finance short-term credit needs. The commercial paper
purchased by the Money Market Series will consist only of direct
obligations issued by domestic and foreign entities. The other corporate
obligations in which the Money Market Series may invest consist of high
quality, U.S. dollar denominated short-term notes (including variable
amount master demand notes) issued by domestic and foreign
corporations, including banks.
    The Money Market Series also may purchase floating and variable rate
demand notes, which are obligations ordinarily having stated maturities in
excess of 13 months, but which permit the holder to demand payment of
principal at any time, or at specified intervals not exceeding 13 months,
in each case upon not more than 30 days' notice. Variable rate demand
notes include master demand notes which are obligations that permit the
Money Market Series to invest fluctuating amounts, which may change
daily without penalty, pursuant to direct arrangements between the Money
Market Series, as lender, and the borrower. The interest rates on these
notes fluctuate from time to time. The issuer of such obligations
ordinarily has a corresponding right, after a given period, to prepay in its
discretion the outstanding principal amount of the obligations plus
accrued interest upon a specified number of days' notice to the holders of
such obligations. The interest rate on a floating rate demand obligation is
based on a known lending rate, such as a bank's prime rate, and is adjusted
automatically each time such rate is adjusted. The interest rate on a
variable rate demand obligation is adjusted automatically at specified

                    (6)

intervals. Frequently, such obligations are secured by letters of credit or
other credit support arrangements provided by banks. Because these
obligations are direct lending arrangements between the lender and
borrower, it is not contemplated that such instruments generally will be
traded, and there generally is no secondary market for these obligations,
although they are redeemable at face value. Accordingly, where these
obligations are not secured by letters of credit or other credit support
arrangements, the Money Market Series' right to redeem is dependent on
the ability of the borrower to pay principal and interest on demand. Such
obligations frequently are not rated by credit rating agencies and the
Money Market Series may invest in obligations which are not so rated only
if The Dreyfus Corporation determines that at the time of investment the
obligations are of comparable quality to the other obligations in which the
Money Market Series may invest. The Dreyfus Corporation, on behalf of the
Money Market Series, will consider on an ongoing basis the
creditworthiness of the issuers of the floating and variable rate demand
obligations in the Money Market Series' portfolio. The Money Market Series
will not invest more than 10% of the value of its net assets in floating or
variable rate demand obligations as to which it cannot exercise the
demand feature on not more than seven days' notice if there is no
secondary market available for these obligations, and in other securities
that are illiquid.
CERTAIN FUNDAMENTAL POLICIES - Each series of the Fund may (i) borrow
money from banks, but only for temporary or emergency (not leveraging)
purposes, including the meeting of redemption requests which might
otherwise require the untimely disposition of securities. Borrowing in the
aggregate may not exceed 10%, and borrowing for purposes other than the
meeting of redemption requests may not exceed 5%, of the value of the
total assets of the series with respect to which the borrowing is being
made (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; (ii) pledge, hypothecate, mortgage or otherwise
encumber its assets in an amount up to 15% of the value of its total
assets but only to secure borrowings for temporary or emergency
purposes; and (iii) invest up to 10% of its net assets in repurchase
agreements providing for settlement in more than seven days after notice.
In addition, the Money Market Series: (i) may invest up to 5% of its total
assets in the commercial paper of any one issuer; (ii) as to 25% of its
total assets, may invest up to 15% in the obligations of any one bank and,
as to the remainder, may invest not more than 5% of such assets in the
obligations of any one bank (in each case, subject to the provisions of Rule
2a-7); (iii) will invest at least 25% of its total assets in obligations
issued by banks, provided that if at some future date available yields on
bank securities are significantly lower than yields on other securities in
which the Money Market Series may invest, the Money Market Series may
invest less than 25% of its total assets in bank obligations; and (iv) may
invest up to 25% of its total assets in the securities of issuers in a 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. While not a fundamental policy, the Money Market
Series may invest up to 10% of its net assets in illiquid securities. This
paragraph, except where noted, describes fundamental policies that cannot
be changed, as to either series, without approval by the holders of a
majority (as defined in the Investment Company Act of 1940) of the
outstanding voting shares of such series. See "Investment Objective and
Management Policies - Investment Restrictions" in the Fund's Statement
of Additional Information.
RISK FACTORS RELATING TO THE MONEY MARKET SERIES - Since the Money
Market Series' portfolio may contain securities issued by foreign
governments, or any of their political subdivisions, agencies or
instrumentalities, and by foreign branches of domestic banks, foreign
subsidiaries of domestic banks, domestic and foreign branches of foreign
banks, and commercial paper issued by foreign issuers, the Money Market
Series may be subject to additional investment risks with respect to such
securities that are different in some respects from those incurred by a
fund which invests only in debt obligations in U.S. domestic issuers,
although such obligations may be higher yielding when compared to the
securities of U.S. domestic issuers. In making foreign investments,
therefore, the Money Market Series will give appropriate consideration to
the following factors, among others.
    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. The issuers of some of these securities,
such as bank obligations, may be

                    (7)

subject to less stringent or different regulations than are U.S. issuers. In
addition, there may be less publicly available information about a non-U.S.
issuer, and non-U.S. issuers generally are not subject to uniform
accounting and financial reporting standards, practices and requirements
comparable to those applicable to U.S. issuers.
    Because evidences of ownership of such securities usually are held
outside the United States, the Money Market Series will be subject to
additional risks which include possible adverse political and economic
developments, possible seizure or nationalization of foreign deposits and
possible adoption of governmental restrictions which might adversely
affect the payment of principal and interest on the foreign securities or
might restrict the payment of principal and interest to investors located
outside the country of the issuer, whether from currency blockage or
otherwise.
    Furthermore, some of these securities are subject to brokerage taxes
levied by foreign governments, which have the effect of increasing the
cost of such investment and reducing the realized gain or increasing the
realized loss on such securities at the time of sale. Income earned or
received by the Money Market Series from sources within foreign
countries may be reduced by withholding and other taxes imposed by such
countries. Tax conventions between certain countries and the United
States, however, may reduce or eliminate such taxes. All such taxes paid
by the Money Market Series will reduce its net income available for
distribution to shareholders. The Dreyfus Corporation will consider
available yields, net of any required taxes, in selecting foreign securities.
    To the extent the Money Market Series' investments are concentrated in
the banking industry, the series will have correspondingly greater
exposure to the risk factors which are characteristic of such investments.
Sustained increases in interest rates can adversely affect the availability
or liquidity and cost of capital funds for a bank's lending activities, and a
deterioration in general economic conditions could increase the exposure
to credit losses. In addition, the value of and the investment return on the
Money Market Series' shares could be affected by economic or regulatory
developments in or related to the banking industry, which industry also is
subject to the effects of the concentration of loan portfolios in leveraged
transactions and in particular businesses, and competition within the
banking industry as well as with other types of financial institutions. The
Money Market Series, however, will seek to minimize its exposure to such
risks by investing only in debt securities which are determined to be of
high quality.
OTHER INVESTMENT CONSIDERATIONS - Each series attempts to increase
yields by trading to take advantage of short-term market variations. This
policy is expected to result in high portfolio turnover but should not
adversely affect the series since it usually does not pay brokerage
commissions when it purchases short-term debt obligations. The value of
the portfolio securities held by the series will vary inversely to changes
in prevailing interest rates. Thus, if interest rates have increased from
the time a security was purchased, such security, if sold, might be sold at
a price less than its cost. Similarly, if interest rates have declined from
the time a security was purchased, such security, if sold, might be sold at
a price greater than its purchase cost. In either instance, if the security
was purchased at face value and held to maturity, no gain or loss would be
realized.
    From time to time, the Government Securities Series may lend
securities from its portfolio to brokers, dealers and other financial
institutions needing to borrow securities to complete certain
transactions. Such loans may not exceed 20% of the value of the
Government Securities Series' total assets. In connection with such loans,
the Government Securities Series will receive collateral consisting of
cash or U.S. Treasury securities. Such collateral will be maintained at all
times in an amount equal to at least 100% of the current market value of
the loaned securities. The Government Securities Series can increase its
income through the investment of such collateral. The Government
Securities Series continues to be entitled to payments in amounts equal to
the interest or other distributions payable on the loaned securities and
receives interest on the amount of the loan. Such loans will be terminable
at any time upon specified notice. The Government Securities Series might
experience risk of loss if the institution with which it has engaged in a
portfolio loan transaction breaches its agreement with the Fund.
    Investment decisions for the Fund are made independently from those of
other investment companies advised by The Dreyfus Corporation. However,
if such other investment companies are prepared to invest in, or desire to
dispose of, money market instruments at the same time as the Fund,
available investments or opportunities for sales will be allocated
equitably to each investment company. In some cases, this procedure may
adversely affect the price paid or received by the Fund or the size of the
position obtained for or disposed of by the Fund.

                    (8)

                      MANAGEMENT OF THE FUND
   
    The Dreyfus Corporation, located at 200 Park Avenue, New York, New
York 10166, was formed in 1947 and serves as the Fund's investment
adviser. As of Februay 28, 1994, The Dreyfus Corporation managed or
administered approximately $77 billion in assets for more than 1.9
million investor accounts nationwide.
    
    The Dreyfus Corporation supervises and assists in the overall
management of the Fund's affairs under a Management Agreement with the
Fund, subject to the overall authority of the Fund's Board of Directors in
accordance with Maryland law.
   
    For the year ended December 31, 1993, the Fund paid The Dreyfus
Corporation a monthly management fee at the annual rate of .50 of 1% of
the value of each series' average daily net assets. From time to time, The
Dreyfus Corporation may waive receipt of its fees and/or voluntarily
assume certain expenses of either series of the Fund, which would have
the effect of lowering the overall expense ratio of that series and
increasing yield to investors in that series at the time such amounts are
waived or assumed, as the case may be. The Fund will not pay The Dreyfus
Corporation at a later time for any amounts it may waive, nor will the
Fund reimburse The Dreyfus Corporation for any amounts it may assume.
    
   
    The Dreyfus Corporation may pay Dreyfus Service Corporation for
shareholder and distribution services from The Dreyfus Corporation's own
assets, including past profits but not including the management fee paid
by the Fund. Dreyfus Service Corporation may use part or all of such
payments to pay securities dealers or others in respect of these services.
    
    The Shareholder Services Group, Inc., a subsidiary of First Data
Corporation, P.O. Box 9671, Providence, Rhode Island 02940-9671, is the
Fund's Transfer and Dividend Disbursing Agent (the "Transfer Agent"). The
Bank of New York, 110 Washington Street, New York, New York 10286, is
the Fund's Custodian. First Interstate Bank of California, 707 Wilshire
Boulevard, Los Angeles, California 90017, is the Fund's Sub-custodian.
                      HOW TO BUY FUND SHARES
GENERAL - The Fund's distributor is Dreyfus Service Corporation, a
wholly-owned subsidiary of The Dreyfus Corporation, located at 200 Park
Avenue, New York, New York 10166. The shares it distributes are not
deposits or obligations of The Dreyfus Security Savings Bank, F.S.B. and
therefore are not insured by the Federal Deposit Insurance Corporation.
    You can purchase shares of either series of the Fund without a sales
charge directly from Dreyfus Service Corporation; you may be charged a
nominal fee if you effect transactions in shares of either series through a
securities dealer, bank or other financial institution. Share certificates
are issued only upon your written request. No certificates are issued for
fractional shares. The Fund reserves the right to reject any purchase
order.
    The minimum initial investment in the Money Market Series is $50,000,
unless you are a client of a securities dealer, bank or other financial
institution which has made an aggregate minimum initial purchase for its
customers of $50,000. The minimum initial investment in the Government
Securities Series is $2,500, or $1,000 if you are a client of a securities
dealer, bank or other financial institution which has made an aggregate
minimum initial purchase for its customers of $2,500. Subsequent
investments in either series must be at least $100. The initial investment
must be accompanied by the Fund's Account Application. For full-time or
part-time employees of The Dreyfus Corporation or any of its affiliates or
subsidiaries, directors of The Dreyfus Corporation, Board members of a
fund advised by The Dreyfus Corporation, including members of the Fund's
Board, or the spouse or minor child of any of the foregoing, the minimum
initial investment in the Fund's Government Securities Series is $1,000.
For full-time or part-time employees of The Dreyfus Corporation or any of
its affiliates or subsidiaries who elect to have a portion of their pay
directly deposited into their Fund account, the minimum initial
investment in the Fund's Government Securities Series is $50. The Fund
reserves the right to offer shares of the Government Securities Series
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 Fund. The Fund
reserves the right to vary further the initial and subsequent investment
minimum requirements at any time.

                    (9)
   
    You may purchase Fund shares by check or wire, or through the Dreyfus
TELETRANSFER Privilege described below. Checks should be made payable
to "The Dreyfus Family of Funds" or, if for Dreyfus retirement plan
accounts, to "The Dreyfus Trust Company, Custodian." Payments to open
new accounts which are mailed should be sent to The Dreyfus Family of
Funds, P.O. Box 9387, Providence, Rhode Island 02940-9387, together with
your Account Application indicating the name of the series being
purchased. For subsequent investments, your Fund account number should
appear on the check and an investment slip should be enclosed and sent to
The Dreyfus Family of Funds, P.O. Box 105, Newark, New Jersey 07101-
0105. For Dreyfus retirement plan accounts, both initial and subsequent
investments should be sent to The Dreyfus Trust Company, Custodian, P.O.
Box 6427, Providence, Rhode Island 02940-6427. Neither initial nor
subsequent investments should be made by third party check. Purchase
orders may be delivered in person only to a Dreyfus Financial Center.
THESE ORDERS WILL BE FORWARDED TO THE FUND AND WILL BE PROCESSED
ONLY UPON RECEIPT THEREBY. For the location of the nearest Dreyfus
Financial Center, please call one of the telephone numbers listed under
"General Information."
    
   
    Wire payments may be made either to The Bank of New York or to First
Interstate Bank of California if your bank account is in a commercial bank
that is a member of the Federal Reserve System or any other bank having a
correspondent bank in New York City. Immediately available funds may be
transmitted by wire for the Money Market Series to The Bank of New York,
DDA #8900051841/Dreyfus Money Market Instruments/Money Market
Series, or for the Government Securities Series to The Bank of New York,
DDA #8900051728/Dreyfus Money Market Instruments/Government
Securities Series, for purchase of Fund shares in your name. The wire
must include your Fund account number (for new accounts, your Taxpayer
Identification Number ("TIN") should be included instead), account
registration and dealer number, if applicable. If your initial purchase of
Fund shares is by wire, please call 1-800-645-6561 after completing
your wire payment to obtain your Fund account number. Please include your
Fund account number on the Fund's Account Application and promptly mail
the Account Application to the Fund, as no redemption will be permitted
until the Account Application is received. You may obtain further
information about remitting funds in this manner from your bank. All
payments should be made in U.S. dollars and, to avoid fees and delays,
should be drawn only on U.S. banks. A charge will be imposed if any check
used for investment in your account does not clear. Information about
transmitting payments by wire to First Interstate Bank of California may
be obtained from Dreyfus Institutional Services by calling 1-800-421-
9500 or 213-623-0033 in Los Angeles. The Fund makes available to
certain large institutions the ability to issue purchase instructions
through compatible computer facilities.
    
    Subsequent investments also may be made by electronic transfer of
funds from an account maintained in a bank or other domestic financial
institution that is an Automated Clearing House member. You must direct
the institution to transmit immediately available funds through the
Automated Clearing House to The Bank of New York with instructions to
credit your Fund account. The instructions must specify your Fund account
registration and your Fund account number PRECEDED BY THE DIGITS
"1111."
    Dreyfus Service Corporation may pay dealers a fee of up to .5% of the
amount invested through such dealers in series' 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 Dreyfus Service Corporation to such plans or
programs exceeds one million dollars. All present holdings of shares of
funds in the Dreyfus Family of Funds by such employee benefit plans or
programs will be aggregated to determine the fee payable with respect to
each such purchase of series' shares. Dreyfus Service Corporation
reserves the right to cease paying these fees at any time. Dreyfus Service
Corporation will pay such fees from its own funds, other than amounts
received from the Fund, including past profits or any other source
available to it.
    Each series' shares are sold on a continuous basis at the net asset value
per share next determined after an order and Federal Funds (monies of
member banks within the Federal Reserve System which are held on
deposit

                    (10)

at a Federal Reserve Bank) are received by the Transfer Agent or other
agent or entity under the direction of such agents in written or
telegraphic form, or by First Interstate Bank of California in telegraphic
form. If you do not remit Federal Funds, your payment must be converted
into Federal Funds. This usually occurs within one day of receipt of a bank
wire and within two business days of receipt of a check drawn on a
member bank of the Federal Reserve System. Checks drawn on banks which
are not members of the Federal Reserve System may take considerably
longer to convert into Federal Funds. Prior to receipt of Federal Funds,
your money will not be invested.
    The net asset value per share of each series is determined twice each
business day at 12:00 Noon, New York time/9:00 a.m., California time, and
as of the close of trading on the floor of the New York Stock Exchange
(currently 4:00 p.m., New York time/ 1:00 p.m., California time), on each
day the New York Stock Exchange or, with respect to the Money Market
Series, the Transfer Agent is open for business. Net asset value per share
is computed by dividing the value of the net assets of each series (i.e., the
value of its assets less liabilities) by the total number of shares of such
series outstanding. See "Determination of Net Asset Value" in the Fund's
Statement of Additional Information.
    If your payments are received in or converted into Federal Funds by
12:00 Noon, New York time, by the Transfer Agent, or received in Federal
Funds by 12:00 Noon, California time, by First Interstate Bank of
California, you will receive the dividend declared on that day. If your
payments are received in or converted into Federal Funds after 12:00 Noon,
New York time, by the Transfer Agent, or received in Federal Funds after
12:00 Noon, California time, by First Interstate Bank of California, your
shares will begin to accrue dividends on the following business day.
    Qualified institutions may telephone orders for purchase of either
series' shares by telephoning Dreyfus Service Corporation toll free at 1-
800-242-8671; in New York City, call 1-718-895-1396; on Long Island,
call 794-5452; in California, call 1-213-380-0010. A telephone order
placed with Dreyfus Service Corporation in New York will become
effective at the price determined at 12:00 Noon, New York time, and the
shares purchased will receive the dividend on such series' shares declared
on that day if such order is placed by 12:00 Noon, New York time, and
Federal Funds are received by the Transfer Agent by 4:00 p.m., New York
time. A telephone order placed with Dreyfus Service Corporation in
California will become effective at the price determined at 1:00 p.m.,
California time, and the shares purchased will receive the dividend on
such series' shares declared on that day if such order is placed by 12:00
Noon, California time, and Federal Funds are received by First Interstate
Bank of California by 4:00 p.m., California time.
    Federal regulations require that you provide a certified TIN upon
opening or reopening an account. See "Dividends, Distributions and Taxes"
and the Fund's Account Application for further information concerning this
requirement. Failure to furnish a certified TIN to the Fund could subject
you to a $50 penalty imposed by the Internal Revenue Service (the "IRS").
   
DREYFUS TELETRANSFER PRIVILEGE - You may purchase shares of either
series (minimum $500, maximum $150,000 per day) by telephone if you
have checked the appropriate box and supplied the necessary information
on the Fund's 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 member may be so
designated. The Fund may modify or terminate this Privilege at any time
or charge a service fee upon notice to shareholders. No such fee currently
is contemplated.
    
   
    If you have selected the Dreyfus TELETRANSFER Privilege, you may
request a Dreyfus TELETRANSFER purchase  of Fund shares by telephoning
1-800-221-4060 or, if you are calling from overseas, call 1-401-455-
3306.
    
PROCEDURES FOR MULTIPLE ACCOUNTS - Special procedures have been
designed for banks and other institutions that wish to open multiple
accounts. The institution may open a single master account by filing one
application with the Transfer Agent, and may open individual sub-accounts
at the same time or at some later date. For further information, please
refer to the Statement of Additional Information.

                    (11)

                        SHAREHOLDER SERVICES
EXCHANGE PRIVILEGE - The Exchange Privilege enables you to purchase, in
exchange for shares of a series, shares of the other series or shares of
certain other funds managed or administered by The Dreyfus Corporation,
to the extent such shares are offered for sale in your state of residence.
These funds have different investment objectives which may be of
interest to you. If you desire to use this Privilege, you should consult
Dreyfus Service Corporation to determine if it is available and whether
any conditions are imposed on its use.
   
    To use this Privilege, you must give exchange instructions to the
Transfer Agent in writing, by wire or by telephone. If you previously have
established the Telephone Exchange Privilege, you may telephone exchange
instructions by calling 1-800-221-4060 or, if you are calling from
overseas, call 1-401-455-3306. See "How to Redeem Fund Shares -
Procedures." Before any exchange, you must obtain and should review a
copy of the current prospectus of the fund into which the exchange is
being made. Prospectuses may be obtained from Dreyfus Service
Corporation. Except in the case of Personal Retirement Plans, the shares
being exchanged must have a current value of at least $500; furthermore,
when establishing a new account by exchange, the shares being exchanged
must have a value of at least the minimum initial investment required for
the fund or series into which the exchange is being made. Telephone
exchanges may be made only if the appropriate "YES" box has been checked
on the Account Application, or a separate signed Shareholder Services
Form is on file with the Transfer Agent. Upon an exchange into a new
account, the following shareholder services and privileges, as applicable
and where available, will be automatically carried over to the fund into
which the exchange is made: Exchange Privilege, Check Redemption
Privilege, Wire Redemption Privilege, Telephone Redemption Privilege,
Dreyfus TELETRANSFER Privilege and the dividend/capital gain
distribution option (except for the Dreyfus Dividend Sweep Privilege)
selected by the investor.
    
   
    Shares will be exchanged at the next determined net asset value;
however, a sales load may be charged with respect to exchanges into funds
sold with a sales load. If you are exchanging into a fund that charges a
sales load, you may qualify for share prices which do not include the sales
load or which reflect a reduced sales load, if the shares of the fund from
which you are exchanging were: (a) purchased with a sales load, (b)
acquired by a previous exchange from shares purchased with a sales load,
or (c) acquired through reinvestment of dividends or distributions paid
with respect to the foregoing categories of shares. To qualify, at the time
of your exchange you must notify the Transfer Agent. Any such
qualification is subject to confirmation of your holdings through a check
of appropriate records. See "Shareholder Services" in the Statement of
Additional Information. No fees currently are charged shareholders
directly in connection with exchanges, although the Fund reserves the
right, upon not less than 60 days' written notice, to charge shareholders a
nominal fee in accordance with rules promulgated by the Securities and
Exchange Commission. The Fund reserves the right to reject any exchange
request in whole or in part. The Exchange Privilege may be modified or
terminated at any time upon notice to shareholders.
    
    The exchange of shares of one fund or series for shares of another fund
or series is treated for Federal income tax purposes as a sale of the
shares given in exchange by the shareholder and, therefore, an exchanging
shareholder may realize a taxable gain or loss.
DREYFUS AUTO-EXCHANGE PRIVILEGE - Dreyfus Auto-Exchange Privilege
enables you to invest regularly (on a semi-monthly, monthly, quarterly or
annual basis), in exchange for shares of either series of the Fund, in
shares of the other series or other funds in the Dreyfus Family of Funds of
which you are currently an investor. The amount you designate, which can
be expressed either in terms of a specific dollar or share amount ($100
minimum), will be exchanged automatically on the first and/or fifteenth
of the month according to the schedule you have selected. Shares will be
exchanged at the then-current net asset value; however, a sales load may
be charged with respect to exchanges into funds sold with a sales load.
See "Shareholder Services" in the Statement of Additional Information.
The right to exercise this Privilege may be modified or cancelled by the
Fund or the Transfer Agent. You may modify or cancel your exercise of this
Privilege at any time by writing to The Dreyfus Family of Funds, P.O. Box
9671, Providence, Rhode Island 02940-9671. The Fund may charge a
service fee for the use of this Privilege. No such fee currently is
contemplated. The

                    (12)

exchange of shares of one fund or series for shares of another fund or
series is treated for Federal income tax purposes as a sale of the shares
given in exchange by the shareholder and, therefore, an exchanging
shareholder may realize a taxable gain or loss. For more information
concerning this Privilege and the funds in the Dreyfus Family of Funds
eligible to participate in this Privilege, or to obtain a Dreyfus Auto-
Exchange Authorization Form, please call toll free 1-800-645-6561.
   
DREYFUS-AUTOMATIC ASSET BUILDER - 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. At your option, the bank account designated by you will
be debited in the specified amount, and the Fund shares will be purchased,
once a month, on either the first or fifteenth day, or twice a month, on
both days. Only an account maintained at a domestic financial institution
which is an Automated Clearing House member may be so designated. To
establish a Dreyfus-AUTOMATIC Asset Builder account, you must file an
authorization form with the Transfer Agent. You may obtain the necessary
authorization form from Dreyfus Service Corporation. You may cancel your
participation in this Privilege or change the amount of purchase at any
time by mailing written notification to The Dreyfus Family of Funds, P.O.
Box 9671, Providence, Rhode Island 02940-9671, or, if for Dreyfus
retirement plan accounts, to The Dreyfus Trust Company, Custodian, P.O.
Box 6427, Providence, Rhode Island 02940-6427, and the notification will
be effective three business days following receipt. The Fund may modify
or terminate this Privilege at any time or charge a service fee. No such
fee currently is contemplated.
    
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
Federal government automatically deposited into your Fund account. You
may deposit as much of such payments as you elect. To enroll in Dreyfus
Government Direct Deposit, you must file with the Transfer Agent a
completed Direct Deposit Sign-Up Form for each type of payment that you
desire to include in the Privilege. The appropriate form may be obtained
from Dreyfus Service Corporation. Death or legal incapacity will
terminate your participation in this Privilege. You may elect at any time
to terminate your participation by notifying in writing the appropriate
Federal agency. Further, the Fund may terminate your participation upon
30 days' notice to you.
   
    
   
DREYFUS DIVIDEND SWEEP PRIVILEGE - Dreyfus Dividend Sweep Privilege
enables you to invest automatically dividends or dividends and capital
gain distributions, if any, paid by the Fund in shares of another fund  in the
Dreyfus Family of Funds of which you are an investor. Shares of the other
fund will be purchased at the then-current net asset value; however, a
sales load may be charged with respect to investments in shares of a fund
sold with a sales load. If you are investing in a fund that charges a sales
load, you may qualify for share prices which do not include the sales load
or which reflect a reduced sales load. If you are investing in a fund that
charges a contingent deferred sales charge, the shares purchased will be
subject on redemption to the contingent deferred sales charge, if any,
applicable to the purchased shares. See "Shareholder Services" in the
Statement of Additional Information. For more information concerning
this Privilege and the funds in the Dreyfus Family of Funds eligible to
participate in this Privilege, or to request a Dividend Options Form, please
call toll free 1-800-645-6561. You may cancel this Privilege by mailing
written notification to The Dreyfus Family of Funds, P.O. Box 9671,
Providence, Rhode Island 02940-9671. To select a new fund after
cancellation, you must submit a new authorization form. Enrollment in or
cancellation of this Privilege is effective three business days following
receipt. This Privilege is available only for existing accounts and may not
be used to open new accounts. Minimum subsequent investments do not
apply. The Fund may modify or terminate this Privilege at any time or
charge a service fee. No such fee currently is contemplated. Shares of the
Government Securities Series held under Keogh Plans, IRAs or other
retirement plans are not eligible for this Privilege.
    
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

                    (13)

deposit program, you may have part or all of your paycheck transferred to
your existing Dreyfus account electronically through the Automated
Clearing House system at each pay period. To establish a Dreyfus Payroll
Savings Plan account, you must file an authorization form with your
employer's payroll department. Your employer must complete the reverse
side of the form and return it to The Dreyfus Family of Funds, P.O. Box
9671, Providence, Rhode Island 02940-9671. You may obtain the necessary
authorization form from Dreyfus Service Corporation. You may change the
amount of purchase or cancel the authorization only by written
notification to your employer. It is the sole responsibility of your
employer, not Dreyfus Service Corporation, The Dreyfus Corporation, the
Fund, the Transfer Agent or any other person, to arrange for transactions
under the Dreyfus Payroll Savings Plan. The Fund may modify or terminate
this Privilege at any time or charge a service fee. No such fee currently is
contemplated. Shares of the Government Securities Series held under
Keogh Plans, IRAs or other retirement plans are not eligible for this
Privilege.
   
QUARTERLY DISTRIBUTION PLAN - The Quarterly Distribution Plan permits
you to receive quarterly payments from the Fund consisting of proceeds
from the redemption of shares purchased for your account through the
automatic reinvestment of dividends declared on your account during the
preceding calendar quarter.
    
   
    You may open a Quarterly Distribution Plan by submitting a request to
the Transfer Agent. The Quarterly Distribution Plan may be ended at any
time by you, the Fund or the Transfer Agent. Shares for which certificates
have been issued must be presented before redemption under the Quarterly
Distribution Plan.
    
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. An application for the Automatic Withdrawal Plan can be obtained
from Dreyfus Service Corporation. There is a service charge of $.50 for
each withdrawal check. The Automatic Withdrawal Plan may be ended at
any time by you, the Fund or the Transfer Agent. Shares for which
certificates have been issued may not be redeemed through the Automatic
Withdrawal Plan.
   
RETIREMENT PLANS - The Government Securities Series offers a variety of
pension and profit-sharing plans, including Keogh Plans, IRAs, SEP-IRAs
and IRA "Rollover Accounts," 401(k) Salary Reduction Plans 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 and IRA "Rollover
Accounts," please call 1-800-645-6561; for SEP-IRAs, 401(k) Salary
Reduction Plans and 403(b)(7) Plans, please call 1-800-322-7880.
    
                     HOW TO REDEEM FUND SHARES
GENERAL - You may request redemption of your shares at any time.
Redemption requests should be transmitted to the Transfer Agent or
Dreyfus Service Corporation as described below. When a request is
received in proper form, the Fund will redeem the shares at the next
determined net asset value.
    The Fund imposes no charges when shares are redeemed directly through
Dreyfus Service Corporation. Securities dealers, banks or other financial
institutions may charge a nominal fee for effecting redemption of Fund
shares. Any certificates representing Fund shares being redeemed must be
submitted with the redemption request. If you own shares in both series,
any redemption request must clearly state from which series you wish to
redeem the shares. The value of the shares redeemed may be more or less
than their original cost, depending upon the series' then-current net asset
value.
    If a request for redemption is received in proper form by the Transfer
Agent by 12:00 Noon, New York time, or by the Los Angeles office of
Dreyfus Service Corporation by 12:00 Noon, California time, the proceeds
of the redemption, if transfer by wire is requested, will be transmitted in
Federal Funds ordinarily on the same day and the shares will not receive
the dividend declared on that day. If the request is received later that day
by the Transfer Agent or the Los Angeles office of Dreyfus Service
Corporation, the shares will receive the dividend on the Fund's shares
declared on that day, and the proceeds of redemption, if wire transfer is
requested, will be transmitted in Federal Funds ordinarily on the next
business day.
    The Fund ordinarily will make payment for all shares redeemed within
seven days after receipt by the Transfer Agent or Dreyfus Service
Corporation, as the case may be, of a redemption request in proper form,

                    (14)

except as provided by the rules of the Securities and Exchange
Commission. HOWEVER, IF YOU HAVE PURCHASED FUND SHARES BY CHECK,
BY DREYFUS TELETRANSFER PRIVILEGE OR THROUGH DREYFUS-AUTOMATIC
ASSET BUILDER AND SUBSEQUENTLY SUBMIT A WRITTEN REDEMPTION
REQUEST TO THE TRANSFER AGENT, YOUR REDEMPTION WILL BE EFFECTIVE
AND THE REDEMPTION PROCEEDS WILL BE TRANSMITTED TO YOU PROMPTLY
UPON BANK CLEARANCE OF YOUR PURCHASE CHECK, DREYFUS TELETRANSFER
PURCHASE OR DREYFUS-AUTOMATIC ASSET BUILDER ORDER, WHICH MAY
TAKE UP TO EIGHT BUSINESS DAYS OR MORE. IN ADDITION, THE FUND WILL
NOT HONOR REDEMPTION CHECKS UNDER THE CHECK REDEMPTION PRIVILEGE,
AND WILL REJECT REQUESTS TO REDEEM SHARES BY WIRE OR TELEPHONE OR
PURSUANT TO THE DREYFUS TELETRANSFER PRIVILEGE, FOR A PERIOD OF
EIGHT BUSINESS DAYS AFTER RECEIPT BY THE TRANSFER AGENT OF THE
PURCHASE CHECK, THE DREYFUS TELETRANSFER PURCHASE OR THE
DREYFUS-AUTOMATIC ASSET BUILDER ORDER AGAINST WHICH SUCH
REDEMPTION IS REQUESTED. THESE PROCEDURES WILL NOT APPLY IF YOUR
SHARES WERE PURCHASED BY WIRE PAYMENT, OR IF YOU OTHERWISE HAVE A
SUFFICIENT COLLECTED BALANCE IN YOUR ACCOUNT TO COVER THE
REDEMPTION REQUEST. PRIOR TO THE TIME ANY REDEMPTION IS EFFECTIVE,
DIVIDENDS ON SUCH SHARES WILL ACCRUE AND BE PAYABLE, AND YOU WILL
BE ENTITLED TO EXERCISE ALL OTHER RIGHTS OF BENEFICIAL OWNERSHIP.
Fund shares will not be redeemed until the Transfer Agent has received
your Account Application.
    The Fund reserves the right to redeem your account in either series at
its option upon not less than 45 days' written notice if your account's net
asset value is $500 or less and remains so during the notice period.
   
PROCEDURES - You may redeem shares by using the regular redemption
procedure through the Transfer Agent, using the Check Redemption
Privilege, through the Wire Redemption Privilege, through the Telephone
Redemption Privilege, or through the Dreyfus TELETRANSFER Privilege. The
Fund makes available to certain large institutions the ability to issue
redemption instructions through compatible computer facilities.
    
   
    You may redeem or exchange Fund shares by telephone if you have
checked the appropriate box on the Fund's Account Application or have
filed a Shareholder Services Form with the Transfer Agent. If you select a
telephone redemption or exchange privilege, you authorize the Transfer
Agent to act on telephone instructions from any person representing
himself or herself to be you, and reasonably believed by the Transfer
Agent to be genuine. The Fund will require the Transfer Agent to employ
reasonable procedures, such as requiring a form of personal identification,
to confirm that instructions are genuine and, if it does not follow such
procedures, the Transfer Agent or the Fund may be liable for any losses
due to unauthorized or fraudulent instructions. Neither the Fund nor the
Transfer Agent will be liable for following telephone instructions
reasonably believed to be genuine.
    
    During times of drastic economic or market conditions, you may
experience difficulty in contacting the Transfer Agent or Dreyfus Service
Corporation by telephone to request a redemption or exchange of Fund
shares. In such cases, you should consider using the other redemption
procedures described herein. Use of these other redemption procedures
may result in your redemption request being processed at a later time
than it would have been if telephone redemption had been used.
   
REGULAR REDEMPTION - Under the regular redemption procedure, you may
redeem your shares by written request mailed to The Dreyfus Family of
Funds, P.O. Box 9671, Providence, Rhode Island 02940-9671. Redemption
requests may be delivered in person only to a Dreyfus Financial Center.
THESE REQUESTS WILL BE FORWARDED TO THE FUND AND WILL BE
PROCESSED ONLY UPON RECEIPT THEREBY. For the location of the nearest
Dreyfus Financial Center, please call one of the telephone numbers listed
under "General Information." Redemption requests must be signed by each
shareholder, including each owner of a joint account, and each signature
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. If you have any questions with respect to
signature-guarantees, please call one of the telephone numbers listed
under "General Information."
    
                    (15)

    Redemption proceeds of at least $1,000 will be wired to any member
bank of the Federal Reserve System in accordance with a written
signature-guaranteed request.
   
CHECK REDEMPTION PRIVILEGE - You may request on the Account
Application, Shareholder Services Form or by later written request that
the Fund provide Redemption Checks drawn on the Fund's account.
Redemption checks may be made payable to the order of any person in the
amount of $500 or more. Redemption checks should not be used to close
your account. Redemption Checks are free, but the Transfer Agent will
impose a fee for stopping payment of a Redemption Check upon your
request or if the Transfer Agent cannot honor a Redemption check because
of insufficient funds or other valid reason. You should date your
Redemption Checks with the current date when you write them. Please do
not post-date your Redemption Check. If you do, the Transfer Agent will
honor, upon presentation, even if presented before the date of the check,
all post-dated Redemption Checks which are dated within six months of
presentation for payment, if they are otherwise in good order. Shares for
which certificates have been issued may not be redeemed by Redemption
Checks. Shares of the Government Securities Series held under Keogh
Plans, IRAs or other retirement plans are not eligible for this Privilege.
This Privilege may be modified or terminated at any time by the Fund or
the Transfer Agent upon notice to shareholders.
    
   
WIRE REDEMPTION PRIVILEGE - You may request by wire or telephone that
redemption proceeds (minimum $1,000) be wired to your account at a bank
which is a member of the Federal Reserve System, or a correspondent bank
if your bank is not a member. To establish the Wire Redemption Privilege,
you must check the appropriate box and supply the necessary information
on the Fund's Account Application or file a Shareholder Services Form
with the Transfer Agent. You may direct that redemption proceeds be paid
by check (maximum $150,000 per day) made out to the owners of record
and mailed to your address. Redemption proceeds of less than $1,000 will
be paid automatically by check. Holders of jointly registered Fund or bank
accounts may have redemption proceeds of only up to $250,000 wired
within any 30-day period. You may telephone redemption requests by
calling 1-800-221-4060 or, if you are calling from overseas, call 1-401-
455-3306. You also may  telephone redemption requests by calling the Los
Angeles office of Dreyfus Service Corporation at 1-213-380-0010. The
Fund reserves the right to refuse any redemption request, including
requests made shortly after a change of address, and may limit the amount
involved or the number of such requests. This Privilege may be modified or
terminated at any time by the Transfer Agent or the Fund. The Fund's
Statement of Additional Information sets forth instructions for
transmitting redemption requests by wire. Shares of the Government
Securities Series held under Keogh Plans, IRAs or other retirement plans,
and shares for which certificates have been issued, are not eligible for
this Privilege
    
   
TELEPHONE REDEMPTION PRIVILEGE -- You may redeem shares of either
series (maximum $150,000 per day) by telephone if you have checked the
appropriate box on the Fund's Account Application or have filed a
Shareholder Services Form with the Transfer Agent. The redemption
proceeds will be paid by check and mailed to your address. You may
telephone redemption instructions by calling 1-800-221-4060 or, if you
are calling from overseas, call 1-401-455-3306. You also may telephone
redemption requests by calling the Los Angeles office of Dreyfus Service
Corporation at 1-213-380-0010. The Fund reserves the right to refuse any
request made by telephone, including requests made shortly after a change
of address, and may limit the amount involved or the number of telephone
redemption requests. This Privilege may be modified or terminated at any
time by the Transfer Agent or the Fund. Shares of the Government
Securities Series held under Keogh Plans, IRAs or other retirement plans,
and shares for which the certificates have been issued, are not eligible
for this Privilege.
    
   
DREYFUS TELETRANSFER PRIVILEGE - You may redeem shares of either
series (minimum $500 per day) by telephone if you have checked the
appropriate box and supplied the necessary information on the Fund's
Account Application or have filed a Shareholder Services Form with the
Transfer Agent. The proceeds will be transferred between your Fund
account and the bank account designated in one of these documents. Only a
bank account maintained in a domestic financial institution which is an
Automated Clearing House member may be so designated. Redemption
proceeds will be on deposit in your account at an Automated Clearing
House member bank ordinarily two days after receipt of the redemption
request or, at your request, paid by check (maximum $150,000 per day) and
mailed to your address. Holders of jointly registered Fund or bank

                    (16)

accounts may redeem through the Dreyfus TELETRANSFER Privilege for
transfer to their bank account only up to $250,000 within any 30-day
period. The Fund reserves the right to refuse any request made by
telephone, including requests made shortly after a change of address, and
may limit the amount involved or the number of such requests. The Fund
may modify or terminate this Privilege at any time or charge a service fee
upon notice to shareholders. No such fee currently is contemplated.
    
   
    If you have selected the Dreyfus TELETRANSFER Privilege, you may
request a Dreyfus TELETRANSFER redemption of Fund shares by telephoning
1-800-221-4060 or, if you are calling from overseas, call 1-401-455-
3306. Shares of the Government Securities Series held under Keogh Plans,
IRAs or other retirement plans, and shares issued in certificate form, are
not eligible for this Privilege.
    
                       SHAREHOLDER SERVICES PLAN
   
    The Fund has adopted a Shareholder Services Plan pursuant to which the
Fund reimburses Dreyfus Service Corporation an amount not to exceed an
annual rate of .25 of 1% of the value of each series' average daily net
assets for certain allocated expenses of providing personal services
and/or maintaining shareholder accounts. The services provided may
include personal services relating to shareholder accounts, such as
answering shareholder inquiries regarding the Fund and providing reports
and other information, and services related to the maintenance of
shareholder accounts.
    
                    DIVIDENDS, DISTRIBUTIONS AND TAXES
    The Fund ordinarily declares dividends from each series' net investment
income on each day the New York Stock Exchange or, with respect to the
Money Market Series, the Transfer Agent is open for business. Dividends
usually are paid on the last business day of each month, and are
automatically reinvested in additional shares of the series from which
they were paid at net asset value or, at your option, paid in cash. Each
series' earnings for Saturdays, Sunday and holidays are declared as
dividends on the preceding business day. If you redeem all shares in your
account at any time during the month, all dividends to which you are
entitled are paid to you along with the proceeds of the redemption.
Distributions from net realized securities gains, if any, generally are
declared and paid by each series once a year, but the Fund may make
distributions on a more frequent basis to comply with the distribution
requirements of the Internal Revenue Code of 1986, as amended (the
"Code"), in all events in a manner consistent with the provisions of the
Investment Company Act of 1940. The Fund will not make distributions
from net realized securities gains unless capital loss carryovers, if any,
have been utilized or have expired. You may choose whether to receive
distributions in cash or to reinvest in additional shares of the series from
which distributions were paid at net asset value. All expenses are accrued
daily and deducted before the declaration of dividends to investors.
   
    Dividends derived from net investment income, together with
distributions from net realized short-term securities gains and all or a
portion of any gains from the sale or other disposition of certain market
discount bonds, paid by a series to U.S. shareholders generally are taxable
as ordinary income whether received in cash or reinvested in additional
shares. No dividend paid by the Fund will qualify for the dividends received
deduction allowable to certain U.S. corporations. Distributions from net
realized long-term securities gains of the Fund, if any, to U.S.
shareholders generally are taxable as long-term capital gains for Federal
income tax purposes, regardless of how long shareholders have held their
shares and whether such distributions are received in cash or reinvested
in additional shares. The Code provides that the net capital gain of an
individual generally will not be subject to Federal income tax at a rate in
excess of 28%. Dividends and distributions may be subject to state and
local taxes.
    
   
    Dividends derived from net investment income, together with
distributions from net realized short-term securities gains and gains
from the sale or other disposition of certain market discount bonds, paid
by a series  to a foreign investor generally are subject to U.S. nonresident
withholding taxes at the rate of 30%, unless the foreign investor claims
the benefit of a lower rate specified in a tax treaty. Distributions from
net realized long-term securities gains paid by the Fund to a foreign
investor generally will not be subject to U.S. nonresident withholding tax.
However, such distributions may be subject to backup withholding, as
described below,

                    (17)

unless the foreign investor certifies his non-U.S. residency status.
    
    Notice as to the tax status of your dividends and distributions will be
mailed to you annually. You also will receive periodic summaries of your
account which will include information as to dividends and distributions
from securities gains, if any, paid during the year. Dividends and
distributions attributable to interest from direct obligations of the
United States and paid by a series to individuals currently are not subject
to tax in most states. Dividends and distributions attributable to interest
from other securities in which the series may invest may be subject to
state tax. The Fund intends to provide shareholders with a statement
which sets forth the percentage of dividends and distributions paid by the
series that is attributable to interest income from direct obligations of
the United States.
    Federal regulations generally require the Fund to withhold ("backup
withholding") and remit to the U.S. Treasury 31% of dividends and
distributions from net realized securities gains paid to a shareholder if
such shareholder fails to certify either that the TIN furnished in
connection with opening an account is correct, or that such shareholder
has not received notice from the IRS of being subject to backup
withholding as a result of a failure to properly report taxable dividend or
interest income on a Federal income tax return. Furthermore, the IRS may
notify the Fund to institute backup withholding if the IRS determines a
shareholder's TIN is incorrect or if a shareholder has failed to properly
report taxable dividend and interest income on a Federal income tax
return.
    A TIN is either the Social Security number or employer identification
number of the record owner of the account. Any tax withheld as a result of
backup withholding does not constitute an additional tax imposed on the
record owner of the account, and may be claimed as a credit on the record
owner's Federal income tax return.
   
    Management believes that each series of the Fund has qualified for the
fiscal year ended December 31, 1993 as a "regulated investment company"
under the Code. Each series of the Fund intends to continue to so qualify, if
such qualification is in the best interests of its shareholders. Such
qualification relieves the series of any liability for Federal income taxes
to the extent its earnings are distributed in accordance with applicable
provisions of the Code. Each series is subject to a non-deductible 4%
excise tax, measured with respect to certain undistributed amounts of
taxable investment income and capital gains, if any.
    
    You should consult your tax adviser regarding specific questions as to
Federal, state or local taxes.
                            GENERAL INFORMATION
    The Fund was incorporated under Maryland law on December 30,1974
and began offering shares of the Money Market Series on April 28, 1975. On
April 23, 1979, shareholders of the Fund authorized the issuance and sale
of shares of the Government Securities Series. The Fund is authorized to
issue 15 billion shares of Common Stock (5 billion in the Money Market
Series and 10 billion in the Government Securities Series), par value $.01
per share. Each share has one vote.
    To date, two series of shares have been authorized. All consideration
received by the Fund for shares of one of the series and all assets in
which such consideration is invested, belong to that series (subject only
to the rights of creditors of the Fund) 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.
    Rule 18f-2 under the Investment Company Act of 1940 provides that
any matter required to be submitted under the provisions of the
Investment Company Act of 1940 or applicable state law or otherwise, to
the holders of the outstanding voting securities of an investment company
such as the Fund 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 directors from
the separate voting requirements of the Rule.
    Unless otherwise required by the Investment Company Act of 1940,
ordinarily it will not be necessary for the Fund to hold annual meetings of
shareholders. As a result, Fund shareholders may not consider each year
the election of Directors or the appointment of auditors. However,
pursuant to the Fund's By-Laws, the hold

                    (18)

ers of at least 10% of the shares outstanding and entitled to vote may
require the Fund to hold a special meeting of shareholders for purposes of
removing a Director from office and the holders of at least 25% of such
shares may require the Fund to hold a special meeting of shareholders for
any other purpose. Fund shareholders may remove a Director by the
affirmative vote of a majority of the Fund's outstanding voting shares. In
addition, the Board of Directors will call a meeting of shareholders for
the purpose of electing Directors if, at any time, less than a majority of
the Directors then holding office have been elected by shareholders.
    The Transfer Agent maintains a record of your ownership and sends you
confirmations and statements of account.
   
    Shareholder inquiries may be made by writing to the Fund at 144 Glenn
Curtiss Boulevard, Uniondale, New York 11556-0144, or by calling toll
free 1-800-645-6561. In New York City, call 1-718-895-1206; on Long
Island, call 794-5452.
    
    NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO
MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS AND IN THE FUND'S OFFICIAL SALES LITERATURE IN
CONNECTION WITH THE OFFER OF THE FUND'S SHARES, AND, IF GIVEN OR
MADE, SUCH OTHER INFORMATION OR REPRESENTATIONS MUST NOT BE
RELIED UPON AS HAVING BEEN AUTHORIZED BY THE FUND. THIS PROSPECTUS
DOES NOT CONSTITUTE AN OFFER IN ANY STATE IN WHICH, OR TO ANY
PERSON TO WHOM, SUCH OFFERING MAY NOT LAWFULLY BE MADE.

                    (19)

(Dreyfus "lion-D" Logo)
Money Market
Instruments, Inc.


PROSPECTUS

(Copyright) Dreyfus Service Corporation, 1994
    Distributor    060P13033194




             DREYFUS MONEY MARKET INSTRUMENTS, INC.
                             PART B
              (STATEMENT OF ADDITIONAL INFORMATION)
   

                         MARCH 31, 1994
    



   

     This Statement of Additional Information, which is not a
prospectus, supplements and should be read in conjunction with
the current Prospectus of Dreyfus Money Market Instruments, Inc.
(the "Fund"), dated March 31, 1994, or the current Prospectus of
the Government Securities Series of the Fund, dated March 31,
1994, depending on your investment, as each may be revised from
time to time.  To obtain a copy of either Prospectus, please
write to the Fund at 144 Glenn Curtiss Boulevard, Uniondale, New
York 11556-0144, or call the following numbers:
    
   

          Call Toll Free 1-800-645-6561
    
   

          In New York City -- Call 1-718-895-1206
    

          On Long Island -- Call 794-5452

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

     Dreyfus Service Corporation (the "Distributor"), a
wholly-owned subsidiary of the Manager, is the distributor of the
Fund's shares.


                        TABLE OF CONTENTS
                                                            Page

Investment Objective and Management Policies . . . . . . . .B-2
Management of the Fund . . . . . . . . . . . . . . . . . . .B-4
Management Agreement . . . . . . . . . . . . . . . . . . . .B-8
   

Shareholder Services Plan. . . . . . . . . . . . . . . . . .B-10
    

Purchase of Fund Shares. . . . . . . . . . . . . . . . . . .B-10
Redemption of Fund Shares. . . . . . . . . . . . . . . . . .B-12
Shareholder Services . . . . . . . . . . . . . . . . . . . .B-14
Portfolio Transactions . . . . . . . . . . . . . . . . . . .B-17
Determination of Net Asset Value . . . . . . . . . . . . . .B-18
Dividends, Distributions and Taxes . . . . . . . . . . . . .B-19
Yield Information. . . . . . . . . . . . . . . . . . . . . .B-19
Information About the Fund . . . . . . . . . . . . . . . . .B-19
Custodian, Transfer and Dividend Disbursing Agent,
     Counsel and Independent Auditors. . . . . . . . . . . .B-20
Appendix . . . . . . . . . . . . . . . . . . . . . . . . . .B-21
Financial Statements . . . . . . . . . . . . . . . . . . . .B-24
Report of Independent Auditors . . . . . . . . . . . . . . .B-30

          INVESTMENT OBJECTIVE AND MANAGEMENT POLICIES

     The following information supplements and should be read in
conjunction with the section in the Fund's Prospectus entitled
"Description of the Fund" or the section in the Government
Securities Series' Prospectus entitled "Description of the Fund
and Series."

     Portfolio Securities.  (Money Market Series only.)  Domestic
commercial banks organized under Federal law are supervised and
examined by the Comptroller of the Currency and are required to
be members of the Federal Reserve System and to have their
deposits insured by the Federal Deposit Insurance Corporation
(the "FDIC").  Domestic banks organized under state law are
supervised and examined by state banking authorities but are
members of the Federal Reserve System only if they elect to join.

In addition, state banks whose certificates of deposit ("CDs")
may be purchased by the Fund are insured by the FDIC (although
such insurance may not be of material benefit to the Fund,
depending upon the principal amount of the CDs of each bank held
by the Fund) and are subject to Federal examination and to a
substantial body of Federal law and regulation.

     As a result of Federal and state laws and regulations,
domestic banks are, among other things, required to maintain
specified levels of reserves, limited in the amounts which they
can loan to a single borrower and subject to other regulations
designed to promote financial soundness.  However, not all of
such laws and regulations apply to the foreign branches of
domestic banks.

     Obligations of foreign branches of domestic banks, foreign
subsidiaries of domestic banks and domestic and foreign branches
of foreign banks, such as CDs and time deposits ("TDs"), may be
general obligations of the parent banks in addition to the
issuing branches or may be limited by the terms of a specific
obligation and governmental regulation.  Such obligations are
subject to different risks than are those of domestic banks.
These risks include foreign economic and political developments,
foreign governmental restrictions that may adversely affect
payment of principal and interest on the obligations, foreign
exchange controls and foreign withholding and other taxes on
interest income.  Foreign branches and subsidiaries are not
necessarily subject to the same or similar regulatory
requirements as apply to domestic banks, such as mandatory
reserve requirements, loan limitations, and accounting, auditing
and financial recordkeeping requirements.  In addition, less
information may be publicly available about a foreign branch of a
domestic bank or about a foreign bank than about a domestic bank.

     Obligations of United States branches of these foreign banks
may be general obligations of the parent banks in addition to the
issuing branches, or may be limited by the terms of a specific
obligation or by Federal or state regulation as well as
governmental action in the country in which the foreign bank has
its head office.  A domestic branch of a foreign bank with assets
in excess of $1 billion may or may not be subject to reserve
requirements imposed by the Federal Reserve System or by the
state in which the branch is located if the branch is licensed in
that state.

     In addition, Federal branches licensed by the Comptroller of
the Currency and branches licensed by certain states ("State
Branches") may be required to:  (1) pledge to the regulator, by
depositing assets with a designated bank within the state, a
certain percentage of their assets as fixed from time to time by
the appropriate regulatory authority; and (2) maintain assets
within the state in an amount equal to a specified percentage of
the aggregate amount of liabilities of the foreign bank payable
at or through all of its agencies or branches within the state.
The deposits of Federal and State Branches generally must be
insured by the FDIC if such branches take deposits of less than
$100,000.

     In view of the foregoing factors associated with the
purchase of CDs and TDs issued by foreign branches of domestic
banks, by foreign subsidiaries of domestic banks, by foreign
branches of foreign banks or by domestic branches of foreign
banks, the Manager carefully evaluates such investments on a
case-by-case basis.

     Investment Restrictions.  The Fund has adopted the following
restrictions as fundamental policies which apply to both series.
These restrictions cannot be changed, as to either series,
without approval by the holders of a majority (as defined in the
Investment Company Act of 1940 (the "Act")) of the outstanding
voting shares of such series.  Neither series may:

     1.   Purchase common stocks, preferred stocks, warrants,
other equity securities, corporate bonds or debentures, state
bonds, municipal bonds or industrial revenue bonds.

     2.   Borrow money, except from banks for temporary or
emergency (not leveraging) purposes, including the meeting of
redemption requests which might otherwise require the untimely
disposition of securities.  Borrowing in the aggregate may not
exceed 10%, and borrowing for purposes other than meeting redemp-
tions may not exceed 5%, of the value of total assets of the
series with respect to which the borrowing is being made
(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.  The borrowings will be repaid
out of the assets of such series before any additional invest-
ments are made by such series.

     3.   Pledge, hypothecate, mortgage or otherwise encumber its
assets except in an amount up to 15% of the value of its total
assets but only to secure borrowings for temporary or emergency
purposes.

     4.   Sell securities short or purchase securities on margin.

     5.   Write or purchase put or call options.

     6.   Underwrite the securities of other issuers or purchase
securities with contractual or other restrictions on resale.

     7.   Purchase or sell real estate, real estate investment
trust securities, commodities, or oil and gas interests.

     8.   Make loans to others, except through the purchase of
debt obligations and through repurchase agreements referred to in
each Prospectus and in this Statement of Additional Information;
provided, however, that repurchase agreements maturing in more
than seven days will not exceed 10% of the net assets of the
series entering into the repurchase agreement.  However, the
Government Securities Series may lend securities to brokers,
dealers and other institutional investors, but only when the
borrower deposits collateral consisting of cash or U.S. Treasury
securities with the Government Securities Series and agrees to
maintain such collateral so that it amounts at all times to at
least 100% of the value of the securities loaned.  Such loans
will not be made if, as a result, the aggregate value of the
securities loaned exceeds 20% of the value of the Government
Securities Series' total assets.

     9.   Invest in companies for the purpose of exercising
control.

     10.  Invest in securities of other investment companies,
except as they may be acquired as part of a merger, consolidation
or acquisition of assets.

     The following investment restrictions (11-12) apply only to
the Money Market Series.  The Money Market Series may not:

     11.  Invest more than 15% of its assets in the obligations
of any one bank, or invest more than 5% of its assets in the com-
mercial paper of any one issuer.  Notwithstanding the foregoing,
to the extent required by the rules of the Securities and
Exchange Commission, the Money Market Series will not invest more
than 5% of its assets in the obligations of any one bank.

     12.  Invest less than 25% of its assets in obligations
issued by banks or invest more than 25% of its assets in the
securities of issuers in any other industry, provided that there
shall be no limitation on the purchase of obligations issued or
guaranteed by the U.S. Government, its agencies or instrumen-
talities.  Notwithstanding the foregoing, if at some future date
available yields on bank securities are significantly lower than
yields on other securities in which the Money Market Series may
invest, the Money Market Series may invest less than 25% of its
assets in bank obligations.

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

     The Fund may make commitments more restrictive than the
restrictions listed above so as to permit the sale of Fund shares
in certain states.  Should the Fund determine that a commitment
is no longer in the best interests of a series and its
shareholders, the Fund reserves the right to revoke the
commitment by terminating the sale of such series' shares in the
state involved.


                     MANAGEMENT OF THE FUND

     Directors and officers of the Fund, together with
information as to their principal business occupations during at
least the last five years, are shown below.  Each Director who is
deemed to be an "interested person" of the Fund, as defined in
the Act, is indicated by an asterisk.

Directors and Officers of the Fund

*JOSEPH S. DiMARTINO, President, Director and Investment Officer.
President, Chief Operating Officer and a director of the Manager,
Executive Vice President and a director of the Distributor, an
officer, director or trustee of other investment companies
advised or administered by the Manager.  He is also a director of
Noel Group, Inc., a director and Corporate Member of The Muscular
Dystrophy Association and a Trustee of Bucknell University.  His
address is 200 Park Avenue, New York, New York 10166.

JOHN M. FRASER, JR., Director.  President of Fraser Associates, a
service company for planning and arranging corporate meetings and
other events.  He was Executive Vice President of Flagship
Cruises, Ltd. from September 1975 to June 1978.  Prior thereto,
he was Senior Vice President and Resident Director of the
Swedish-American Line for the United States and Canada.  His
address is 133 East 64th Street, New York, New York 10021.

ROBERT R. GLAUBER, Director.  Research Fellow, Center for
Business and Government at the John F. Kennedy School of
Government, Harvard University since January 1992.  He 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.  His address is 79 John F. Kennedy Street, Cambridge,
Massachusetts 02138.

JAMES F. HENRY, Director.  President of the Center for Public
Resources, a non-profit organization principally engaged in the
development of alternatives to business litigation.  He was of
counsel to the law firm of Lovejoy, Wasson & Ashton from October
1975 to December 1976 and from October 1979 to June 1983, and was
a partner of that firm 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.  His address is c/o Center for Public Resources,
366 Madison Avenue, New York, New York 10017.

ROSALIND GERSTEN JACOBS, Director.  Director of Merchandise and
Marketing,  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.  Her address is c/o
Corporate Property Investors, 305 East 47th Street, New York, New
York 10017.

*IRVING KRISTOL, Director.  Consultant to the Manager on economic
matters.  He is also 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 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
a director of Warner-Lambert Company, a pharmaceutical and
consumer products company.  His address is c/o The Public
Interest, 1112 16th Street, N.W., Suite 530, Washington, D.C.
20036.
   

DR. PAUL A. MARKS, Director.  President and Chief Executive
Officer of Memorial  Sloan-Kettering Cancer Center.  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 is also a director of Pfizer,
Inc., a pharmaceutical company, Life Technologies, Inc., a life
science company providing products for cell and molecular biology
and microbiology, and National Health Laboratories, a national
clinical diagnostic laboratory.  From 1976 to 1991, he was a
director of the Charles H. Revson Foundation; and from 1992 to
1993, he was a director of Biotechnology General, Inc., a
biotechnology company.  His address is c/o Memorial
Sloan-Kettering Cancer Center, 1275 York Avenue, New York, New
York 10021.
    


DR. MARTIN PERETZ, Director.  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 a director of Leukosite Inc., a biopharmaceutical
company.  From 1988 to 1989, he was a director of Bank of Leumi
Trust Company of New York; and from 1988 to 1991, he was a
director of Carmel Container Corporation.  His address is c/o
The New Republic, 1220 19th Street, N.W., Washington, D.C. 20036.

*HOWARD STEIN, Director.  Chairman of the Board and Chief
Executive Officer of the Manager, Chairman of the Board of the
Distributor and an officer, general partner, director or trustee
of other investment companies advised and administered by the
Manager.  His address is 200 Park Avenue, New York, New York
10166.
   

*BERT W. WASSERMAN, Director.  Executive Vice President and Chief
Financial Officer since January 1990, and a director from January
1990 to March 1993 of Time Warner Inc.  From 1981 to 1990, he was
President and a director of Warner Communications Inc.  He is
also a member of the Chemical Bank National Advisory Board.  His
address is c/o Time Warner Inc., 75 Rockefeller Plaza, New York,
New York 10019.
    
   

     Mrs. Jacobs, Messrs. Fraser, Glauber, Henry, Kristol and
Wasserman, and Drs. Marks and Peretz are also directors of
Dreyfus A Bonds Plus, Inc., Dreyfus Balanced Fund, Inc., Dreyfus
Growth and Income Fund, Inc., Dreyfus Growth Opportunity Fund,
Inc., Dreyfus International Equity Fund, Inc. and Dreyfus Capital
Growth Fund (A Premier Fund) and trustees of Dreyfus
Institutional Money Market Fund and Dreyfus Variable Investment
Fund.  Mr. Glauber also is a director of Dreyfus Asset Allocation
Fund, Inc., Dreyfus California Municipal Income, Inc., The
Dreyfus Fund Incorporated, Dreyfus Municipal Income, Inc.,
Dreyfus New York Municipal Income, Inc., Dreyfus Short Term
Income Fund, Inc. and Dreyfus Worldwide Dollar Money Market Fund,
Inc., and a trustee of Dreyfus Institutional Short Term Treasury
Fund and Dreyfus Short-Intermediate Municipal Bond Fund.
    
   

     The Fund does not pay any remuneration to its officers and
Directors other than fees and expenses to Directors who are not
officers, directors, employees or holders of 5% or more of the
outstanding voting securities of the Manager, which totalled
$46,147 for the 1993 fiscal year for such Directors as a group.
    
   

     For as long as the Fund's plan described in the section
captioned "Shareholder Services Plan" remains in effect, the
Directors of the Fund who are not "interested persons" of the
Fund, as defined in the Act, will be selected and nominated by
the Directors who are not "interested persons" of the Fund.
    

Officers of the Fund Not Listed Above

PATRICIA A. CUDDY, Senior Vice President and Investment Officer.
An employee of the Manager and an officer of other investment
companies advised or administered by the Manager.

MARK N. JACOBS, Vice President.  Secretary and Deputy General
Counsel of the Manager and an officer of other investment
companies advised or administered by the Manager.

JEFFREY N. NACHMAN, Vice President-Financial.  Vice President-
Mutual Fund Accounting of the Manager and an officer of
other investment companies advised or administered by the
Manager.

JOHN J. PYBURN, Treasurer.  Assistant Vice President of the
Manager and an officer of other investment companies advised or
administered by the Manager.
   

DANIEL C. MACLEAN, Secretary.  Vice President and General Counsel
of the Manager, Secretary of the Distributor and an officer of
other investment companies advised or administered by the
Manager.
    

PAUL R. CASTI, JR., Controller.  Senior Accounting Manager of the
Fund Accounting Department of the Manager and an officer of other
investment companies advised or administered by the Manager.

STEVEN F. NEWMAN, Assistant Secretary.  Associate General Counsel
of the Manager and an officer of other investment companies
advised or administered by the Manager.

CHRISTINE PAVALOS, Assistant Secretary.  Assistant Secretary of
the Manager, the Distributor and other investment companies
advised or administered by the Manager.

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

     Directors and officers of the Fund, as a group, owned less
than 1% of the Fund's  Common Stock outstanding on March 1,
1994.
    
   

     The following persons are also officers and/or directors of
the Manager: Julian M. Smerling, Vice Chairman of the Board of
Directors; Alan M. Eisner, Vice President and Chief Financial
Officer; David W. Burke, Vice President and Chief Administrative
Officer; Robert F. Dubuss, Vice President; Elie M. Genadry, Vice
President -- Institutional Sales; Peter A. Santoriello, Vice
President; Robert H. Schmidt, Vice President; Kirk V. Stumpp,
Vice President -- New Products Development; and Philip L. Toia,
Vice President -- Fixed-Income Research; Katherine C. Wickham,
Assistant Vice President; Maurice Bendrihem, Controller; and
Mandell L. Berman, Alvin E. Friedman, Lawrence M. Greene, Abigail
Q. McCarthy and David B. Truman, directors.
    


                      MANAGEMENT AGREEMENT

     The following information supplements and should be read in
conjunction with the section in each Prospectus entitled
"Management of the Fund."
   

     The Manager provides management services pursuant to the
Management Agreement (the "Agreement") dated November 15, 1976,
as amended May 1, 1979, with the Fund.  As to each series, the
Agreement is subject to annual approval by (i) the Fund's Board
of Directors or (ii) vote of a majority (as defined in the Act)
of the outstanding voting securities of such series, provided
that in either event the continuance also is approved by a
majority of the Directors who are not "interested persons" (as
defined in the Act) of the Fund or the Manager, by vote cast in
person at a meeting called for the purpose of voting on such
approval.  Shareholders last approved the Agreement on April 23,
1979.  The Board of Directors, including a majority of the
Directors who are not "interested persons" of any party to the
Agreement, last voted to renew the Agreement at a meeting held on
September 20, 1993.  As to each series, the Agreement is
terminable without penalty on 60 days' notice, by the Fund's
Board of Directors, by vote of a majority of the outstanding
voting securities of such series or, on 60 days' notice, by the
Manager.  The Agreement will terminate automatically, as to the
relevant series, in the event of its assignment (as defined in
the Act).
    

     The Manager manages the Fund's portfolio of investments in
accordance with the stated policies of the Fund, subject to the
approval of the Fund's Board of Directors.  The Manager is
responsible for investment decisions, and provides the Fund with
investment officers who are authorized by the Board to execute
purchases and sales of securities.  The Fund's Investment
Officers are Patricia A. Cuddy, Joseph S. DiMartino, Barbara L.
Kenworthy and Patricia A. Larkin.  The Manager also maintains a
research department with a professional staff of portfolio
managers and securities analysts who provide research services
for the Fund as well as for other funds advised by the Manager.
All purchases and sales of securities for each series are
reported for the Board's review at the meeting subsequent to such
transactions.

     The Manager, from time to time, from its own funds, other
than the management fee paid by the Fund, but including past
profits, may make payments for shareholder servicing and
distribution services to the Distributor.  The Distributor in
turn may pay part or all of such compensation to securities
dealers or other persons for their servicing or distribution
assistance.

     All expenses incurred in the operation of the Fund are borne
by the Fund, except to the extent specifically assumed by the
Manager.  The expenses borne by the Fund include:  taxes,
interest, brokerage fees and commissions, if any, fees of
Directors who are not officers, directors, employees, or holders
of 5% or more of the outstanding voting securities of the
Manager, Securities and Exchange Commission fees, state Blue Sky
qualification fees, advisory fees, charges of custodians,
transfer and dividend disbursing agents' fees, certain insurance
premiums, industry association fees, outside auditing and legal
expenses, costs of independent pricing services, costs of
maintaining the Fund's existence, costs attributable to investor
services (including, without limitation, telephone and personnel
expenses), costs of shareholders' reports and meetings, costs of
preparing and printing prospectuses and statements of additional
information for regulatory purposes and for distribution to
existing shareholders, and any extraordinary expenses.  Expenses
attributable to a particular series are charged against the
assets of that series; other expenses of the Fund are allocated
between the series on the basis determined by the Board of
Directors, including, but not limited to, proportionately in
relation to the net assets of each series.

     The Manager pays the salaries of all officers and employees
employed by both it and the Fund, maintains office facilities and
furnishes statistical and research data, clerical help,
accounting, data processing, bookkeeping and internal auditing
and certain other required services.  The Manager may make such
advertising and promotional expenditures, using its own
resources, as it from time to time deems appropriate.
   

     As compensation for the Manager's services, the Fund has
agreed to pay the Manager a monthly management fee at the annual
rate of .50 of 1% of the value of each series' average daily net
assets.  All expenses are accrued daily and deducted before
declaration of dividends to investors.  The management fees paid
by the Money Market Series to the Manager for the fiscal years
ended December 31, 1991, 1992 and 1993 amounted to $1,535,506,
$1,324,525 and $1,131,904, respectively.  The management fees
paid by the Government Securities Series to the Manager for the
fiscal years ended December 31, 1991, 1992 and 1993 amounted to
$3,587,214, $3,508,998 and $2,983,841, respectively.
    

     The Manager has agreed that if in any fiscal year the
aggregate expenses of the Fund, exclusive of taxes, brokerage
commissions, interest and (with the prior written consent of the
necessary state securities commissions) extraordinary expenses,
but including the management fee, exceed 1% of the average value
of the net assets of either series for the year, the Manager will
bear such excess amount, initially as a reduction of the
management fee charged to the series.

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

                    SHAREHOLDER SERVICES PLAN
   

     The following information supplements and should be read in
conjunction with the section in the Fund's Prospectus entitled
"Shareholder Services Plan."
    
   

     The Fund has adopted a Shareholder Services Plan (the
"Plan") pursuant to which the Fund reimburses the Distributor for
certain allocated expenses of providing personal services and/or
maintaining shareholder accounts.  The services provided may
include personal services relating to shareholder accounts, such
as answering shareholder inquiries regarding the Fund and
providing reports and other information, and services relating to
the maintenance of shareholder accounts.
    
   

     A quarterly report of the amounts expended under the Plan,
and the purposes for which such expenditures were incurred, must
be made to the Directors for their review.  In addition, the Plan
provides that material amendments of the Plan must be approved by
the Board of Directors, and by the Directors who are not
"interested persons" (as defined in the Act) of the Fund and have
no direct or indirect financial interest in the operation of the
Plan by vote cast in person at a meeting called for the purpose
of considering such amendments.  The Plan is subject to annual
approval by such vote of the Directors cast in person at a
meeting called for the purpose of voting on the Plan.  The Plan
is terminable at any time by vote of a majority of the Directors
who are not "interested persons" and have no direct or indirect
financial interest in the operation of the Plan.
    

     The shareholder service's fees paid by the Money Market Series
and the Government Securities Series for the fiscal year ended December
31, 1993 amounted to $581,168 and $1,442,866, respectively.



                     PURCHASE OF FUND SHARES

     The following information supplements and should be read in
conjunction with the section in each Prospectus entitled "How to
Buy Fund Shares."

     The Distributor.  The Distributor serves as the Fund's
distributor pursuant to an agreement which is renewable annually.
The Distributor also acts as distributor for the other funds in
the Dreyfus Family of Funds and for certain other investment
companies.

     Using Federal Funds.  The Shareholder Services Group, Inc.,
the Fund's transfer and dividend disbursing agent (the "Transfer
Agent"), or the Fund may attempt to notify the investor upon
receipt of checks drawn on banks that are not members of the
Federal Reserve System as to the possible delay in conversion
into Federal Funds and may attempt to arrange for a better means
of transmitting the money.  If the investor is a customer of a
securities dealer, bank or other financial institution and his
order to purchase Fund shares is paid for other than in Federal
Funds, the securities dealer, bank or other financial
institution, acting on behalf of its customer, will complete the
conversion into, or itself advance, Federal Funds generally on
the business day following receipt of the customer order.  The
order is effective only when so converted and received by the
Transfer Agent.  An order for the purchase of Fund shares placed
by an investor with a sufficient Federal Funds or cash balance in
his brokerage account with a securities dealer, bank or other
financial institution will become effective on the day that the
order, including Federal Funds, is received by the Transfer
Agent.

     Procedures for Multiple Accounts.  The Transfer Agent will
provide each institution with a written confirmation for each
transaction in a sub-account.  Duplicate confirmations may be
transmitted to the beneficial owner of the sub-account at no
additional charge.  Upon receipt of funds for investments by
interbank wire, the Transfer Agent or First Interstate Bank of
California will promptly confirm the receipt of the investment by
telephone or return wire to the transmitting bank, if the
investor so requests.

     The Transfer Agent also will provide each institution with a
monthly statement setting forth, for each sub-account, the share
balance, income earned for the month, income earned for the year
to date and the total current value of the account.
   

     Dreyfus TeleTransfer Privilege.  Dreyfus TeleTransfer
purchase orders may be made between the hours of 8:00 A.M. and
4:00 P.M., New York time, on any business day that the Transfer
Agent and the New York Stock Exchange are open.  Such purchases
will be credited to the shareholder's Fund account on the next
bank business day.  To qualify to use Dreyfus TeleTransfer, the
initial payment for purchase of Fund 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 "Redemption of Fund
Shares--Dreyfus TeleTransfer Privilege."
    

     Transactions Through Securities Dealers.  Fund shares may be
purchased and redeemed through securities dealers which may
charge a nominal transaction fee for such services.  Some dealers
will place the Fund's shares in an account with their firm.
Dealers also may require that the customer not take physical
delivery of stock certificates; the customer not request
redemption checks to be issued in the customer's name; fractional
shares not be purchased; monthly income distributions be taken in
cash; or other conditions.  In some states, banks or other
institutions effecting transactions in Fund shares may be
required to register as dealers pursuant to state law.

     There is no sales or service charge by the Fund or the
Distributor although investment dealers, banks and other
financial institutions may make reasonable charges to investors
for their services.  The services provided and the applicable
fees are established by each dealer or other institution acting
independently of the Fund.  The Fund has been given to understand
that these fees may be charged for customer services including,
but not limited to, same-day investment of client funds; same-day
access to client funds; advice to customers about the status of
their accounts, yield currently being paid or income earned to
date; provision of periodic account statements showing security
and money market positions; other services available from the
dealer, bank or other institution; and assistance with inquiries
related to their investment.  Any such fees will be deducted
monthly from the investor's account, which on smaller accounts
could constitute a substantial portion of distributions.  Small,
inactive, long-term accounts involving monthly service charges
may not be in the best interest of investors.  Investors should
be aware that they may purchase shares of the Fund directly from
the Fund without imposition of any maintenance or service
charges, other than those already described herein.

     Reopening an Account.  An investor 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.


                    REDEMPTION OF FUND SHARES

     The following information supplements and should be read in
conjunction with the section in each Prospectus entitled "How to
Redeem Fund Shares."

     Check Redemption Privilege.  An investor may indicate on the
Account Application or by later written request that the Fund
provide Redemption Checks ("Checks") drawn on the Fund's account.

Checks will be sent only to the registered owner(s) of the
account and only to the address of record.  The Account
Application or later written request must be manually signed by
the registered owner(s).  Checks may be made payable to the order
of any person in an amount of $500 or more.  When a Check is
presented to the Transfer Agent for payment, the Transfer Agent,
as the investor's agent, will cause the Fund to redeem a
sufficient number of shares in the investor's account to cover
the amount of the Check.  Dividends are earned until the Check
clears.  After clearance, a copy of the Check will be returned to
the investor.  Shareholders generally will be subject to the same
rules and regulations that apply to checking accounts, although
the election of this Privilege creates only a
shareholder-transfer agent relationship with the Transfer Agent.

     If the amount of the Check is greater than the value of the
shares in the investor's account, the Check will be returned
marked insufficient funds.  Checks should not be used to close an
account.
   


     Wire Redemption Privilege.  By using this Privilege, the
investor authorizes the Transfer Agent to act on wire or
telephone redemption instructions from any person representing
himself or herself to be the investor and reasonably believed by
the Transfer Agent to be genuine.  Ordinarily, the Fund will
initiate payment for shares redeemed pursuant to this Privilege
on the same business day if the redemption request is received by
the Transfer Agent in proper form prior to 12:00 Noon, New York
time, on such day; otherwise, the Fund will initiate payment on
the next business day.  Redemption proceeds will be transferred
by Federal Reserve wire only to the commercial bank account
specified by the investor on the Account Application or
Shareholder Services Form.  Redemption proceeds, if wired, must
be in the amount of $1,000 or more and will be wired to the
investor's account at the bank of record designated in the
investor's file at the Transfer Agent, if the investor's bank is
a member of the Federal Reserve System, or to a correspondent
bank if the investor's bank is not a member.  Fees ordinarily are
imposed by such bank and usually are borne by the investor.
Immediate notification by the correspondent bank to the
investor's bank is necessary to avoid a delay in crediting the
funds to the investor's bank account.
    

     Investors with access to telegraphic equipment 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

   

     Investors who do not have direct access to telegraphic
equipment may have the wire transmitted by contacting a TRT
Cables operator at 1-800-654-7171, toll free.  Investors should
advise the operator that the above transmittal code must be used
and 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."

     Dreyfus TeleTransfer Privilege.  Investors should be aware
that if they have selected the Dreyfus TeleTransfer Privilege,
any request for a wire redemption will be effected as a Dreyfus
TeleTransfer transaction through the Automated Clearing House
(ACH) system unless more prompt transmittal specifically is
requested.  Redemption proceeds will be on deposit in the
investor's account at an ACH member bank ordinarily two business
days after receipt of the redemption request.  See "Purchase of
Fund Shares--Dreyfus TeleTransfer Privilege."
   

     Stock Certificates; Signatures.  Any certificate
representing Fund shares to be redeemed must be submitted with
the redemption request.  Written redemption requests must be
signed by each shareholder, including each owner 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 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.  For more information with respect to signature-
guarantees, please call one of the telephone numbers listed on
the cover.
    

     Redemption Commitment.  The Fund has committed itself to pay
in cash all redemption requests by any shareholder of record,
limited in amount during any 90-day period to the lesser of
$250,000 or 1% of the value of the relevant series' net assets at
the beginning of such period.  Such commitment is irrevocable
without the prior approval of the Securities and Exchange
Commission.  In the case of requests for redemption in excess of
such amount, the Board of Directors reserves the right to make
payments in whole or part in securities or other assets of the
relevant series in case of an emergency or any time a cash
distribution would impair the liquidity of such series to the
detriment of the existing shareholders.  In such event, the
securities would be valued in the same manner as the series'
portfolio is 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 periods
when the New York Stock Exchange is closed (other than customary
weekend and holiday closings), (b) when trading in the markets
the 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

     The following information supplements and should be read in
conjunction with the section in each Prospectus entitled
"Shareholder Services."

     Exchange Privilege.  Shares of other 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.

     To accomplish an exchange under item D above, shareholders
must notify the Transfer Agent of their prior ownership of fund
shares and their account number.
   

     To use this Privilege, an investor must give exchange
instructions to the Transfer Agent in writing, by wire or by
telephone.  Telephone exchanges may be made only if the
appropriate "YES" box has been checked on the Account Application
or a separate signed Shareholder Services Form is on file with
the Transfer Agent.  By using this Privilege, the investor
authorizes the Transfer Agent to act on exchange instructions
from any person representing himself or herself to be the
investor, 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 exchanges.
    

     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.  For Dreyfus-sponsored Keogh Plans, IRAs
and IRAs set up under a Simplified Employee Pension Plan ("SEP-
IRAs") with only one participant, the minimum initial investment
is $750.  To exchange shares held in Corporate Plans, 403(b)(7)
Plans and SEP-IRAs with more than one participant, the minimum
initial investment is $100 if the plan has at least $2,500
invested among the funds in the Dreyfus Family of Funds.  To
exchange shares held in Personal Retirement Plans, the shares
exchanged must have a current value of at least $100.
   

     Dreyfus Auto-Exchange Privilege.  Dreyfus Auto-Exchange
Privilege permits an investor to purchase, in exchange for shares
of the Fund, shares of certain other funds in the Dreyfus Family
of Funds.  This Privilege is available only for existing
accounts.  Shares will be exchanged on the basis of relative net
asset value set forth above under "Exchange Privilege."
Enrollment in or modification or cancellation of this Privilege
is effective three business days following notification by the
investor.  An investor will be notified if his account falls
below the amount designated to be exchanged under this Privilege.
    

In this case, an investor's 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.


     The Exchange Privilege 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 in the Dreyfus Family of Funds may be obtained from the
Distributor, 144 Glenn Curtiss Boulevard, Uniondale, New York
11556-0144.  The Fund reserves the right to reject any exchange
request in whole or in part.  The Exchange Privilege or Dreyfus
Auto-Exchange Privilege may be modified or terminated at any time
upon notice to shareholders.
    

     Dreyfus Dividend Sweep Privilege.  Dreyfus Dividend Sweep
Privilege allows investors to invest on the payment date their
dividends or dividends and capital gain  distributions, if any,
from the Fund in shares of another fund in the Dreyfus Family of
Funds of which the investor is a shareholder.  Shares 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 shares of other funds that impose a contingent
deferred sales charge ("CDSC") and the applicable CDSC, if any,
will be imposed upon redemption of such shares.
   

     Corporate Pension/Profit-Sharing and Personal Retirement
Plans.  The Government Securities Series of the Fund makes
available to corporations a variety of prototype pension and
profit-sharing plans including a 401(k) Salary Reduction Plan.
In addition, the Government Securities Series of the Fund makes
available Keogh Plans, IRAs, including SEP-IRAs and IRA "Rollover
Accounts," and 403(b)(7) Plans.  Plan support services also are
available.  Investors 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 and IRA "Rollover Accounts," please
call 1-800-645-6561; for SEP-IRAs, 401(k) Salary Reduction Plans
and 403(b)(7) Plans, please call 1-800-322-7880.
    

     Investors who wish to purchase shares of the Government
Securities Series in conjunction with a Keogh Plan, a 403(b)(7)
Plan or an IRA, including a SEP-IRA, 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.  Such
purchases will be effective when payments received by the
Transfer Agent are converted into Federal Funds.  Purchases for
these plans may not be made in advance of receipt of funds.

     The minimum initial investment for corporate plans, Payroll
Deduction Plans, 403(b)(7) Plans, and SEP-IRAs, with more than
one participant, is $2,500, with no minimum on subsequent
purchases.  The minimum initial investment for Dreyfus- sponsored
Keogh Plans, IRAs, SEP-IRAs and 403(b)(7) Plans with only one
participant, is normally $750, with no minimum on subsequent
purchases.  Individuals who open an IRA also may open a
non-working spousal IRA with a minimum investment of $250.

     The investor should read the Prototype Retirement Plan and
the appropriate form of Custodial Agreement for further details
as to eligibility, service fees and tax implications, and should
consult a tax adviser.


                     PORTFOLIO TRANSACTIONS

     Portfolio securities ordinarily are purchased from the
issuer or from an underwriter or a market maker for the
securities.  Usually no brokerage commissions are paid by the
Fund for such purchases.  Purchases from underwriters of
portfolio securities include a concession paid by the issuer to
the underwriter and the purchase price paid to market makers for
the securities may include the spread between the bid and asked
price.  No brokerage commissions have been paid by the Fund to
date.

     Transactions are allocated to various dealers by the Fund's
Investment Officers in their best judgment.  The primary
consideration is prompt and effective execution of orders at the
most favorable price.  Subject to that primary consideration,
dealers may be selected for research, statistical or other
services to enable the Manager to supplement its own research and
analysis with the views and information of other securities
firms.  Securities transactions are not directed to securities
firms in consideration of sales of Fund shares or of shares of
other funds advised by the Manager.

     Research services furnished by brokers through which the
Fund effects securities transactions may be used by the Manager
in advising other funds it advises and, conversely, research
services furnished to the Manager by brokers in connection with
other funds the Manager advises may be used by the Manager in
advising the Fund.  Although it is not possible to place a dollar
value on these services, it is the opinion of the Manager that
the receipt and study of such services should not reduce the
overall expenses of its research department.


                DETERMINATION OF NET ASSET VALUE

     The following information supplements and should be read in
conjunction with the section in each Prospectus entitled "How to
Buy Fund Shares."


     Amortized Cost Pricing.  The valuation of the Fund's
portfolio securities is based upon their amortized cost which
does not take into account unrealized gains or losses.  This
involves valuing an instrument at its cost and thereafter
assuming a constant amortization to maturity of any discount or
premium, regardless of the impact of fluctuating interest rates
on the market value of the instrument.  While this method
provides certainty in valuation, it may result in periods during
which value, as determined by amortized cost, is higher or lower
than the price the Fund would receive if it sold the instrument.

     The Board of Directors has established, as a particular
responsibility within the overall duty of care owed to the Fund's
investors, procedures reasonably designed to stabilize the Fund's
price per share as computed for the purpose of sales and
redemptions at $1.00.  Such procedures include review of the
Fund's portfolio holdings by the Board of Directors, at such
intervals as it may deem appropriate, to determine whether the
Fund's net asset value calculated by using available market
quotations or market equivalents deviates from $1.00 per share
based on amortized cost.  In such review, investments for which
market quotations are readily available will be valued at the
most recent bid price or yield equivalent for such securities or
for securities of comparable maturity, quality and type, as
obtained from one or more of the major market makers for the
securities to be valued.  Other investments and assets will be
valued at fair value as determined in good faith by the Board of
Directors.

     The extent of any deviation between the Fund's net asset
value based upon available market quotations or market
equivalents and $1.00 per share based on amortized cost will be
examined by the Board of Directors.  If such deviation exceeds
1/2 of 1%, the Board of Directors will consider promptly what
action, if any, will be initiated.  In the event the Board of
Directors determines that a deviation exists which may result in
material dilution or other unfair results to investors or
existing shareholders, it has agreed to take such corrective
action as it regards as necessary and appropriate, including:
selling portfolio instruments prior to maturity to realize
capital gains or losses or to shorten average portfolio maturity;
withholding dividends or paying distributions from capital or
capital gains; redeeming shares in kind; or establishing a net
asset value per share by using available market quotations.

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


               DIVIDENDS, DISTRIBUTIONS AND TAXES
   

     The following information supplements and should be read in
conjunction with the section in Fund's Prospectus entitled
"Dividends, Distributions and Taxes.
    
   

     Ordinarily, gains and losses realized from portfolio
transactions will be treated as capital gain or loss.  However,
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 Internal Revenue Code of 1986.
    


                        YIELD INFORMATION

     The following information supplements and should be read in
conjunction with the section in each Prospectus entitled "Yield
Information."
   

     For the seven-day period ended December 31, 1993, the Money
Market Series' yield was 2.56% and its effective yield was 2.59%.
For the seven-day period ended December 31, 1993, the Government
Securities Series' yield was 2.37% and its effective yield was
2.40%.  Yield is computed in accordance with a standardized
method which involves determining the net change in the value of
a hypothetical pre-existing Fund account having a balance of one
share at the beginning of a seven calendar day period for which
yield is to be quoted, dividing the net change by the value of
the account at the beginning of the period to obtain the base
period return, and annualizing the results (i.e., multiplying the
base period return by 365/7).  The net change in the value of the
account reflects the value of additional shares purchased with
dividends declared on the original share and any such additional
shares and fees that may be charged to shareholder accounts, in
proportion to the length of the base period and the Fund's
average account size, but does not include realized gains and
losses or unrealized appreciation and depreciation.  Effective
yield is computed by adding 1 to the base period return
(calculated as described above), raising that sum to a power
equal to 365 divided by 7, and subtracting 1 from the result.
    

     Yields will fluctuate and are not necessarily representative
of future results.  Investors should remember that yield is a
function of the type and quality of the instruments in the
portfolio, portfolio maturity and operating expenses.  An
investor's principal in the Fund is not guaranteed.  See
"Determination of Net Asset Value" for a discussion of the manner
in which the Fund's price per share is determined.


                   INFORMATION ABOUT THE FUND

     The following information supplements and should be read in
conjunction with the section in each Prospectus entitled "General
Information."

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

     The Fund sends annual and semi-annual financial statements
to all its shareholders.


       CUSTODIAN, TRANSFER AND DIVIDEND DISBURSING AGENT,
                COUNSEL AND INDEPENDENT AUDITORS

     The Bank of New York, 110 Washington Street, New York, New
York 10286, is the Fund's custodian.  First Interstate Bank of
California, 707 Wilshire Boulevard, Los Angeles, California
90017, is the Fund's sub-custodian.  The Shareholder Services
Group, Inc., a subsidiary of First Data Corporation, P.O. Box
9671, Providence, Rhode Island 02940-9671, is the Fund's transfer
and dividend disbursing agent.  The Bank of New York, First
Interstate Bank of California and The Shareholder Services Group,
Inc. have no part in determining the investment policies of the
Fund or which securities are to be purchased or sold by the Fund.

     Stroock & Stroock & Lavan, 7 Hanover Square, New York, New
York 10004-2696, as counsel for the Fund, has rendered its
opinion as to certain legal matters regarding the due
authorization and valid issuance of the shares of Common Stock
being sold pursuant to the Fund's Prospectus.
   

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


                            APPENDIX

     Description of the two highest commercial paper, bond and
other short-and long-term rating categories assigned by Standard
& Poor's Corporation ("S&P"),  Moody's Investors Service, Inc.
("Moody's"), Fitch Investors Service, Inc. ("Fitch"), Duff &
Phelps, Inc. ("Duff"), IBCA Limited and IBCA, Inc. ("IBCA") and
Thomson BankWatch, Inc. ("BankWatch"):

Commercial Paper and Short-Term Ratings

     The designation A-1 by S&P indicates that the degree of
safety regarding timely payment is either overwhelming or very
strong.  Capacity for timely payment on issues with an A-2
designation is strong.  However, the relative degree of safety is
not as high as for issues designated A-1.  Those issues
determined to possess overwhelming safety characteristics are
denoted with a plus sign (+) designation.

     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.
Issues 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.

     The rating Fitch-1 (Highest Grade) is the highest commercial
paper rating assigned by Fitch.  Paper rated Fitch-1 is regarded
as having the strongest degree of assurance for timely payment.
The rating Fitch-2 (Very Good Grade) is the second highest
commercial paper rating assigned by Fitch which reflects an
assurance of timely payment only slightly less in degree than the
strongest issues.

     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.

     The designation A1 by IBCA indicates that the obligation is
supported by a very strong capacity for timely repayment.  Those
obligations rated A1+ are supported by the highest capacity for
timely repayment.  Obligations rated A2 are supported by a strong
capacity for timely repayment, although such capacity may be
susceptible to adverse changes in business, economic or financial
conditions.

     The rating TBW-1 is the highest short-term obligation rating
assigned by BankWatch.  Obligations rated TBW-1 are regarded as
having the strongest capacity for timely repayment.  Obligations
rated TBW-2 are supported by a strong capacity for timely
repayment, although the degree of safety is not as high as for
issues rated TBW-1.

Bond and Long-Term Ratings

     Bonds rated AAA are considered by S&P to be the highest
grade obligations and possess an extremely strong capacity to pay
principal and interest.  Bonds rated AA by S&P are judged by S&P
to have a very strong capacity to pay principal and interest, and
in the majority of instances, differ only in small degree from
issues rated AAA.  The rating AA may be modified by the addition
of a plus or minus sign to show relative standing within the
rating category.

     Bonds rated Aaa are judged by Moody's to be of the best
quality.  Bonds rated Aa by Moody's are judged by Moody's to be
of high quality by all standards.   Together with the Aaa group,
they comprise what are generally known as high-grade bonds.
Bonds rated Aa are rated lower than Aaa bonds because margins of
protection may not be as large or fluctuations of protective
elements may be of greater amplitude or there may be other
elements present which make the long-term risks appear somewhat
larger.  Moody's applies the numerical modifiers 1, 2 and 3 in
the Aa rating category.  The modifier 1 indicates a ranking for
the security in the higher end of this rating category, the
modifier 2 indicates a mid-range ranking and the modifier 3
indicates a ranking in the lower end of the rating category.

     Bonds rated AAA by Fitch are judged by Fitch to be strictly
high-grade, broadly marketable and suitable for investment by
trustees and fiduciary institutions and liable to but slight
market fluctuation other than through changes in the money rate.
The prime feature of an AAA bond is a showing of earnings several
times or many times interest requirements, with such stability of
applicable earnings that safety is beyond reasonable question
whatever changes occur in conditions.  Bonds rated AA by Fitch
are judged by Fitch to be of safety virtually beyond question and
are readily salable, whose merits are not unlike those of the AAA
class, but whose margin of safety is less strikingly broad.  The
issue may be the obligation of a small company, strongly secured
but influenced as to rating by the lesser financial power of the
enterprise and more local type of market.

     Bonds rated AAA by Duff are considered to be of the highest
credit quality.  The risk factors are negligible, being only
slightly more than U.S. Treasury debt.  Bonds rated AA are
considered to be of high credit quality with strong protection
factors.  Risk is modest but may vary slightly from time to time
because of economic conditions.

     Obligations rated AAA by IBCA have the lowest expectation of
investment risk.  Capacity for timely repayment of principal and
interest is substantial, such that adverse changes in business,
economic or financial conditions are unlikely to increase
investment risk significantly.  Obligations rated AA by IBCA have
a very low expectation of investment risk.  Capacity for timely
repayment of principal and interest is substantial.  Adverse
changes in business, economic or financial conditions may
increase investment risk albeit not very significantly.

     IBCA also assigns a rating to certain international and U.S.
banks.  An IBCA bank rating represents IBCA's current assessment
of the strength of the bank and whether such bank would receive
support should it experience difficulties.   In its assessment of
a bank, IBCA uses a dual rating system comprised of Legal Ratings
and Individual Ratings.  In addition, IBCA assigns banks long-
and short-term ratings as used in the corporate ratings discussed
above.  Legal Ratings, which range in gradations from 1 through
5, address the question of whether the bank would receive support
provided by central banks or shareholders if it experienced
difficulties, and such ratings are considered by IBCA to be a
prime factor in its assessment of credit risk.  Individual
Ratings, which range in gradations from A through E, represent
IBCA's assessment of a bank's economic merits and address the
question of how the bank would be viewed if it were entirely
independent and could not rely on support from state authorities
or its owners.

     In addition to ratings of short-term obligations, BankWatch
assigns a rating to each issuer it rates, in gradations of A
through E.  BankWatch examines all segments of the organization
including, were applicable, the holding company, member banks or
associations, and other subsidiaries.  In those instances where
financial disclosure is incomplete or untimely, a qualified
rating (QR) is assigned to the institution.  BankWatch also
assigns, in the case of foreign banks, a country rating which
represents an assessment of the overall political and economic
stability of the country in which the bank is domiciled.

<TABLE>
<CAPTION>
DREYFUS MONEY MARKET INSTRUMENTS, INC., MONEY MARKET SERIES
STATEMENT OF INVESTMENTS                                                                        DECEMBER 31,1993
                                                                                                 PRINCIPAL
NEGOTIABLE BANK CERTIFICATES OF DEPOSIT-24.6%                                                     AMOUNT          VALUE
                                                                                              ----------      ----------
<S>                                                                       <C>                 <C>            <C>
Dai-Ichi Kangyo Bank Ltd. (Yankee)
    3.41%, 1/18/94....................................................................        $  5,000,000   $  5,000,281
Mitsubishi Bank Ltd. (Yankee)
    3.42%-3.58%, 6/9/94-9/23/94.......................................................          10,000,000    10,000,000
NationsBank of North Carolina NA (London)
    3.60%, 4/25/94....................................................................           5,000,000     5,000,000
Norinchukin Bank (London)
    3.48%, 1/18/94....................................................................           6,000,000     5,999,792
Norinchukin Bank (Yankee)
    3.34%, 2/15/94....................................................................           5,000,000     5,000,403
Sanwa Bank Ltd. (London)
    3.44%, 1/24/94...................................................................            5,000,000     5,000,028
Sanwa Bank Ltd. (Yankee)
    3.31%, 1/5/94.....................................................................           5,000,000     5,000,000
SwedBank (Yankee)
    3.45%-3.48%, 1/11/94-7/25/94......................................................          10,000,000     9,999,997
                                                                                                              ----------
TOTAL NEGOTIABLE BANK CERTIFICATES OF DEPOSIT (cost $51,000,501)......................                      $  51,000,501
                                                                                                              ===========
COMMERCIAL PAPER-36.9%
Bankers Trust New York Corp.
    3.50%, 8/15/94................................................................            $ 9,000,000    $ 8,807,335
Central Hispano North American Capital Corp.
    3.33%, 1/10/94................................................................              3,000,000      2,997,533
Den Danske Corp. Inc.
    3.36%, 2/2/94.................................................................              5,000,000      4,985,200
General Electric Capital Corp.
    3.25%, 1/3/94.................................................................              5,000,000      4,999,097
General Motors Acceptance Corp.
    3.41%, 1/5/94.................................................................             10,000,000      9,996,250
ITT Corp.
    3.30%, 1/3/94.................................................................              5,000,000      4,999,083
Merril Lynch & Co. Inc.
    3.28%, 3/14/94................................................................              5,000,000      4,967,700
Morgan Stanley Group Inc.
    3.30%, 1/3/94.................................................................              5,000,000      4,999,083
Nordbanken N.A. Inc.
    3.40%-3.50%, 2/4/94-2/15/94...................................................             10,000,000      9,962,881
Spintab AB
    3.36%, 3/30/94................................................................             10,000,000      9,919,334
SwedBank Inc.
    3.46%, 1/18/94................................................................             10,000,000      9,983,944
                                                                                                              ----------
TOTAL COMMERCIAL PAPER (cost $76,617,440).........................................                         $  76,617,440
                                                                                                             ===========


DREYFUS MONEY MARKET INSTRUMENTS, INC., MONEY MARKET SERIES
STATEMENT OF INVESTMENTS (CONTINUED)                                                                  DECEMBER 31, 1993
                                                                                                 PRINCIPAL
CORPORATE NOTES-15.0%                                                                             AMOUNT         VALUE
                                                                                              ----------      ----------
Bear Stearns Companies Inc.
    3.49%, 9/13/94 (a)............................................................        $  10,000,000    $  10,000,000
Ford Motor Credit Co.
    3.77%, 12/12/94 (a)...........................................................           10,000,000       10,155,063
Lehman Brothers Holdings Inc.
    3.58%-3.74%, 5/19/94-5/25/94 (a)..............................................           11,000,000       11,002,375
                                                                                                              ----------
TOTAL CORPORATE NOTES (cost $31,157,438)..........................................                         $  31,157,438
                                                                                                             ===========
SHORT-TERM BANK NOTES-14.7%
Bank of New York (Delaware)
    3.20%, 6/30/94................................................................      $    5,000,000      $  5,004,425
Comerica Bank
    3.81%, 1/11/94................................................................           7,610,000         7,609,967
Huntington National Bank
    3.57%, 1/25/94................................................................           8,000,000         8,000,546
NationsBank of North Carolina NA
    3.45%, 9/30/94................................................................           5,000,000         4,997,204
PNC Bank of Ohio
    3.72%, 12/15/94...............................................................           5,000,000         4,996,739
                                                                                                              ----------
TOTAL SHORT-TERM BANK NOTES (cost $30,608,881)....................................                         $  30,608,881
                                                                                                             ===========
U.S. GOVERNMENT AGENCY-2.4%
Federal National Mortgage Association
Floating Rate Notes
    3.30%, 10/7/94 (a)
    (cost $5,007,166).............................................................      $    5,000,000      $  5,007,166
                                                                                                             ===========
TIME DEPOSIT-3.1%
Republic National Bank of NewYork (London)
    2.37%, 1/3/94
    (cost $6,310,000)..............................................................     $    6,310,000    $    6,310,000
                                                                                                             ===========
REPURCHASE AGREEMENT-2.4%
Yamaichi International America Inc.
    3.20%, dated 12/31/93, due 1/3/94 in the amount of $5,001,333
    (fully collateralized by $5,020,000 U.S. Treasury
    Notes 5%, due 6/30/94, value $5,061,481)
    (cost $5,000,000).............................................................      $    5,000,000    $    5,000,000
                                                                                                             ===========
TOTAL INVESTMENTS (cost $205,701,426)...................................   99.1%                          $  205,701,426
                                                                           =====                             ===========
CASH AND RECEIVABLES (NET)..............................................     .9%                          $    1,835,208
                                                                           =====                             ===========
NET ASSETS..............................................................  100.0%                            $207,536,634
                                                                          ======                             ===========
</TABLE>
<TABLE>
<CAPTION>
DREYFUS MONEY MARKET INSTRUMENTS, INC., GOVERNMENT SECURITIES SERIES
STATEMENT OF INVESTMENTS                                                                         DECEMBER 31, 1993
                                                                                  ANNUALIZED
                                                                                  YIELD ON
                                                                                  DATE OF        PRINCIPAL
U.S. TREASURY BILLS-17.6%                                                         PURCHASE        AMOUNT       VALUE
                                                                                 ----------    -----------  ------------
    <S>                                                                  <C>        <C>        <C>          <C>
    1/13/94....................................................................     3.20%      $10,000,000  $  9,989,517
    2/10/94....................................................................     3.26        15,000,000    14,946,583
    3/10/94....................................................................     3.20        15,000,000    14,912,167
    5/5/94....................................................................      3.26        15,000,000    14,834,925
    6/2/94....................................................................      3.27        23,000,000    22,688,400
    8/25/94....................................................................     3.25         5,000,000     4,896,750
    11/17/94....................................................................    3.49        10,000,000     9,700,445
                                                                                                            ------------
TOTAL U.S. TREASURY BILLS (cost $91,968,787)...................................                             $ 91,968,787
                                                                                                            ============
U.S. TREASURY NOTES-40.0%
    7.00%, 1/15/94.............................................................     3.23%      $25,000,000  $ 25,041,589
    4.88%, 1/31/94.............................................................     3.45        15,000,000    15,016,456
    5.38%, 2/28/94.............................................................     3.33        17,000,000    17,053,758
    5.38%, 4/30/94.............................................................     3.39        20,000,000    20,124,715
    9.50%, 5/15/94.............................................................     3.29        15,000,000    15,333,703
    5.13%, 5/31/94.............................................................     3.34        14,000,000    14,098,990
    4.25%, 7/31/94.............................................................     3.40        50,000,000    50,230,634
    6.88%, 8/15/94.............................................................     3.33        15,000,000    15,320,204
    8.63%, 8/15/94.............................................................     3.41        25,000,000    25,784,871
    4.25%, 8/31/94.............................................................     3.38        10,000,000    10,054,729
                                                                                                            ------------
TOTAL U.S. TREASURY NOTES ($208,059,649).......................................                             $208,059,649
                                                                                                            ============
REPURCHASE AGREEMENTS-41.2%
Bear, Stearns & Co. Inc.
    dated 12/31/93, due 1/3/94 in the amount of $57,015,200
    (fully collateralized by $58,333,000 U.S. Treasury
    Strips due from 2/15/94 to 11/15/94, value $57,696,883)....................     3.20%      $57,000,000  $ 57,000,000
First Interstate Bank of California
    dated 12/31/93, due 1/3/94 in the amount of $1,296,286
    (fully collateralized by $1,315,000 U.S.Treasury
    Bills due 1/6/94, value $1,314,538)........................................     2.65         1,296,000     1,296,000
Goldman, Sachs & Co.
    dated 12/31/93, due 1/3/94 in the amount of $46,011,883
    (fully collateralized by $45,455,000 U.S. Treasury
    Notes 8.5%, due 3/31/94, value $47,013,925)................................     3.10        46,000,000    46,000,000
Kidder, Peabody & Co. Inc.
    dated 12/31/93, due 1/3/94 in the amount of $70,018,667
    (fully collateralized by $71,669,000 U.S. Treasury
    Bills due from 1/20/94 to 6/2/94, value $71,058,661).......................     3.20        70,000,000    70,000,000
Aubrey G. Lanston & Co. Inc.
    dated 12/31/93, due 1/3/94 in the amount of $40,010,667
    (fully collateralized by $40,700,000 U.S. Treasury
    Bills due 3/24/94, value $40,419,430)......................................     3.20        40,000,000    40,000,000
                                                                                                            ------------
TOTAL REPURCHASE AGREEMENTS (cost $214,296,000)................................                             $214,296,000
                                                                                                            ============
TOTAL INVESTMENTS (cost $514,324,436)..................................   98.8%                             $514,324,436
                                                                         ======                             ============
CASH AND RECEIVABLES (NET).............................................    1.2%                             $  6,384,050
                                                                         ======                             ============
NET ASSETS.............................................................  100.0%                             $520,708,486
                                                                         ======                             ============
NOTE TO STATEMENT OF INVESTMENTS;
(a)    Variable interest rate - subject to periodic change.
                                                     See notes to financial statements.
</TABLE>
<TABLE>
<CAPTION>
DREYFUS MONEY MARKET INSTRUMENTS, INC.
STATEMENT OF ASSETS AND LIABILITIES                                                         DECEMBER 31, 1993
                                                                                                  GOVERNMENT
                                                                                 MONEY MARKET     SECURITIES
ASSETS:                                                                             SERIES          SERIES
                                                                                 ------------    ------------
    <S>                                                                          <C>             <C>
    Investments in securities, at value (including repurchase agreements of
        $5,000,000 and $214,296,000 for the Money Market Series and
        Government Securities Series, respectively)-Note 2(a,b)................  $205,701,426    $514,324,436
    Cash.......................................................................       517,648       4,991,025
    Interest receivable........................................................     1,345,827       4,097,665
    Prepaid expenses...........................................................       160,552         137,526
                                                                                 ------------    ------------
                                                                                  207,725,453     523,550,652
                                                                                 ------------    ------------
LIABILITIES:
    Due to The Dreyfus Corporation.............................................        86,647         225,909
    Payable for Common Stock redeemed..........................................        _-           2,430,349
    Accrued expenses...........................................................       102,172         185,908
                                                                                 ------------    ------------
                                                                                      188,819       2,842,166
                                                                                 ------------    ------------
NET ASSETS.....................................................................  $207,536,634    $520,708,486
                                                                                 ============    ============
REPRESENTED BY:
    Paid-in capital............................................................  $207,624,517    $520,722,627
    Accumulated net realized (loss) on investments.............................       (87,883)        (14,141)
                                                                                 ------------    ------------
NET ASSETS, at value...........................................................  $207,536,634    $520,708,486
                                                                                 ============    ============
Shares of Common Stock outstanding:
    Money Market Series
        (5 billion shares of $.01 par value Common Stock authorized)...........   207,608,017
                                                                                 ============
    Government Securities Series
        (10 billion shares of $.01 par value Common Stock authorized)..........                   520,722,627
                                                                                                 ============
NET ASSET VALUE, offering and redemption price per share:
    Money Market Series
        ($207,536,634 / 207,608,017 shares)....................................         $1.00
                                                                                        =====
    Government Securities Series
        ($520,708,486 / 520,722,627 shares)....................................                         $1.00
                                                                                                        =====

STATEMENT OF OPERATIONS                                                          YEAR ENDED DECEMBER 31, 1993
                                                                                                  GOVERNMENT
                                                                                 MONEY MARKET     SECURITIES
                                                                                    SERIES          SERIES
                                                                                 ------------    ------------
INVESTMENT INCOME:
    INTEREST INCOME............................................................  $  7,798,819    $ 19,460,921
                                                                                 ------------    ------------
    EXPENSES-Note 2(c):
        Management fee-Note 3(a)...............................................  $  1,131,904    $  2,983,841
        Shareholder servicing costs-Note 3(b)..................................       581,168       1,442,866
        Custodian fees.........................................................        51,119         153,482
        Professional fees......................................................        25,374          69,512
        Registration fees......................................................        21,935          36,697
        Prospectus and shareholders' reports...................................        13,674          28,199
        Directors' fees and expenses-Note 3(c).................................        12,414          33,733
        Miscellaneous..........................................................        40,125          17,622
                                                                                 ------------    ------------
            TOTAL EXPENSES.....................................................     1,877,713       4,765,952
                                                                                 ------------    ------------
INVESTMENT INCOME-NET..........................................................     5,921,106      14,694,969
NET REALIZED GAIN (LOSS) ON INVESTMENTS-Note 2(b)..............................        94,804         (10,529)
                                                                                 ------------    ------------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS...........................  $  6,015,910    $ 14,684,440
                                                                                 ============    ============
                                     See notes to financial statements.
</TABLE>
<TABLE>
<CAPTION>
DREYFUS MONEY MARKET INSTRUMENTS, INC.
STATEMENT OF CHANGES IN NET ASSETS
                                                        MONEY MARKET SERIES       GOVERNMENT SECURITIES SERIES
                                                   ----------------------------  ------------------------------
                                                      YEAR ENDED DECEMBER 31,        YEAR ENDED DECEMBER 31,
                                                   ----------------------------  ------------------------------
                                                       1992            1993           1992            1993
                                                   ------------    ------------  --------------  --------------
OPERATIONS:
    <S>                                            <C>             <C>           <C>             <C>
    Investment income-net........................  $  9,218,987    $  5,921,106  $   23,767,641  $   14,694,969
    Net realized gain (loss) on investments......        54,749          94,804          (3,612)        (10,529)
                                                   ------------    ------------  --------------  --------------
        NET INCREASE IN NET ASSETS
            RESULTING FROM OPERATIONS............     9,273,736       6,015,910      23,764,029      14,684,440
                                                   ------------    ------------  --------------  --------------
DIVIDENDS TO SHAREHOLDERS FROM:
    Investment income-net........................    (9,218,987)     (5,921,106)    (23,767,641)    (14,694,969)
    Net realized gain on investments.............        __             __                 (137)       __
                                                   ------------    ------------  --------------  --------------
        TOTAL DIVIDENDS..........................    (9,218,987)     (5,921,106)    (23,767,778)    (14,694,969)
                                                   ------------    ------------  --------------  --------------
CAPITAL STOCK TRANSACTIONS ($1.00 per share):
    Net proceeds from shares sold................   726,880,304     624,141,627   1,806,312,665   1,782,974,645
    Dividends reinvested.........................     8,026,963       5,049,904      20,361,219      11,950,476
    Cost of shares redeemed......................  (774,992,091)   (664,076,108) (1,875,653,294) (1,931,767,024)
                                                   ------------    ------------  --------------  --------------
        (DECREASE) IN NET ASSETS FROM CAPITAL
            STOCK TRANSACTIONS...................   (40,084,824)    (34,884,577)    (48,979,410)   (136,841,903)
                                                   ------------    ------------  --------------  --------------
                TOTAL (DECREASE) IN NET ASSETS...   (40,030,075)    (34,789,773)    (48,983,159)   (136,852,432)
NET ASSETS:
    Beginning of year............................   282,356,482     242,326,407     706,544,077     657,560,918
                                                   ------------    ------------  --------------  --------------
    End of year..................................  $242,326,407    $207,536,634  $  657,560,918  $  520,708,486
                                                   ============    ============  ==============  ==============

                                         See notes to financial statements.
</TABLE>

DREYFUS MONEY MARKET INSTRUMENTS, INC., MONEY MARKET SERIES
FINANCIAL HIGHLIGHTS
    Reference is made to page 3 of the Fund's Prospectus dated March 31, 1994.
                                           See notes to financial statements.


DREYFUS MONEY MARKET INSTRUMENTS, INC., GOVERNMENT SECURITIES SERIES
FINANCIAL HIGHLIGHTS (CONTINUED)
    Reference is made to page 2 of the Fund's Prospectus dated March 31, 1994.

                                             See notes to financial statements.

DREYFUS MONEY MARKET INSTRUMENTS, INC.
NOTES TO FINANCIAL STATEMENTS
NOTE 1-GENERAL:
    The Fund is registered under the Investment Company Act of 1940
("Act") as a diversified open-end management investment company and
operates as a series company issuing two classes of Common Stock: the
Money Market Series and the Government Securities Series. The Fund
accounts separately for the assets, liabilities and operations of each
series. Dreyfus Service Corporation ("Distributor"), a wholly-owned
subsidiary of The Dreyfus Corporation ("Manager"), acts as the exclusive
distributor of the Fund's shares, which are sold to the public without a
sales charge.
    It is the Fund's policy to maintain a continuous net asset value per
share of $1.00 for each series; the Fund has adopted certain investment,
portfolio valuation and dividend and distribution policies to enable it to do
so.
NOTE 2-SIGNIFICANT ACCOUNTING POLICIES:
    (A) PORTFOLIO VALUATION: Investments are valued at amortized cost,
which has been determined by the Fund's Board of Directors to represent
the fair value of the Fund's investments.
    (B) SECURITIES TRANSACTIONS AND INVESTMENT INCOME: Securities
transactions are recorded on a trade date basis. Realized gain and loss
from securities transactions are recorded on the identified cost basis.
Interest income is recognized on the accrual basis. Cost of investments
represents amortized cost.
    The Fund may enter into repurchase agreements with financial
institutions, deemed to be creditworthy by the Fund's Manager, subject to
the seller's agreement to repurchase and the Fund's agreement to resell
such securities at a mutually agreed upon price. Securities purchased
subject to repurchase agreements are deposited with the Fund's custodian
and, pursuant to the terms of the repurchase agreement, must have an
aggregate market value greater than or equal to the repurchase price plus
accrued interest at all times. If the value of the underlying securities
falls below the value of the repurchase price plus accrued interest, the
Fund will require the seller to deposit additional collateral by the next
business day. If the request for additional collateral is not met, or the
seller defaults on its repurchase obligation, the Fund maintains the right
to sell the underlying securities at market value and may claim any
resulting loss against the seller.
    (C) EXPENSES: Expenses directly attributable to each series are charged
to that series' operations; expenses which are applicable to both series
are allocated between them.
    (D) DIVIDENDS TO SHAREHOLDERS: It is the policy of the Fund, with
respect to both series, to declare dividends from investment income-net
on each business day; such dividends are paid monthly. Dividends from net
realized capital gain, with respect to both series, are normally declared
and paid annually, but each series may make distributions on a more
frequent basis to comply with the distribution requirements of the
Internal Revenue Code. However, to the extent that a net realized capital
gain of either series can be reduced by a capital loss carryover of that
series, such gain will not be distributed.
    (E) FEDERAL INCOME TAXES: It is the policy of each series to continue to
qualify as a regulated investment company, if such qualification is in the
best interests of its shareholders, by complying with the provisions
available to certain investment companies, as defined in applicable
sections of the Internal Revenue Code, and to make distributions of
taxable income sufficient to relieve it from all, or substantially all,
Federal income taxes.
    The Money Market Series has an unused capital loss carryover of
approximately $88,000 available for Federal income tax purposes to be
applied against future net securities profits, if any, realized subsequent
to December 31, 1993. If not applied, the carryover expires in 1995.

DREYFUS MONEY MARKET INSTRUMENTS, INC.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
    The Government Securities Series has an unused capital loss carryover
of $7,971 available for Federal income tax purposes to be applied against
future net securities profits, if any, realized subsequent to December 31,
1993. The carryover does not include net realized securities losses from
November 1, 1993 through December 31, 1993 which are treated, for Federal
income tax purposes, as arising in fiscal 1994. If not applied, $3,612 of
the carryover expires in 2000 and $4,359 expires in 2001.
    At December 31, 1993, the cost of investments of each series for
Federal income tax purposes was substantially the same as the cost for
financial reporting purposes (see the Statement of Investments).
NOTE 3-MANAGEMENT FEE AND OTHER TRANSACTIONS WITH AFFILIATES:
    (A) Pursuant to a management agreement ("Agreement") with the
Manager, the management fee for each series is computed at the annual
rate of .50 of 1% of the average daily value of the net assets of each
series and is payable monthly.
    The Agreement provides for an expense reimbursement from the
Manager should the aggregate expenses of either series, exclusive of
taxes, interest on borrowings, brokerage commissions and extraordinary
expenses, exceed 1% of the average daily value of such series' net assets
for any full year. No expense reimbursement was required pursuant to the
Agreement for the year ended December 31, 1993.
    (B) Pursuant to the Fund's Shareholder Services Plan, the Fund
reimburses the Distributor an amount not to exceed an annual rate of .25
of 1% of the value of the Fund's average daily net assets for servicing
shareholder accounts. The services provided may include personal services
relating to shareholder accounts, such as answering shareholder inquiries
regarding the Fund and providing reports and other information, and
services related to the maintenance of shareholder accounts. During the
year ended December 31, 1993, the Money Market Series and the
Government Securities Series were charged an aggregate of $258,843 and
$784,225, respectively, pursuant to the Shareholder Services Plan.
    (C) Certain officers and directors of the Fund are "affiliated persons,"
as defined in the Act, of the Manager and/or the Distributor. Each director
who is not an "affiliated person" receives from the Fund an annual fee of
$4,500 and an attendance fee of $500 per meeting.
    (D) On December 5, 1993, the Manager entered into an Agreement and
Plan of Merger providing for the merger of the Manager with a subsidiary
of Mellon Bank Corporation ("Mellon").
    Following the merger, it is planned that the Manager will be a direct
subsidiary of Mellon Bank, N.A. Closing of this merger is subject to a
number of contingencies, including the receipt of certain regulatory
approvals and the approvals of the stockholders of the Manager and of
Mellon. The merger is expected to occur in mid-1994, but could occur
significantly later.
    Because the merger will constitute an "assignment" of the Fund's
Management Agreement with the Manager under the Investment Company
Act of 1940, and thus a termination of such Agreement, the Manager will
seek prior approval from the Fund's Board and shareholders.

DREYFUS MONEY MARKET INSTRUMENTS, INC.
REPORT OF ERNST & YOUNG, INDEPENDENT AUDITORS
SHAREHOLDERS AND BOARD OF DIRECTORS
DREYFUS MONEY MARKET INSTRUMENTS, INC.
    We have audited the accompanying statement of assets and liabilities
of Dreyfus Money Market Instruments, Inc. (comprising, respectively, the
Money Market Series and the Government Securities Series), including the
statement of investments, as of December 31, 1993, and the related
statement of operations for the year then ended, the statement of changes
in net assets for each of the two years in the period then ended, and
financial highlights for each of the years indicated therein. These
financial statements and financial highlights are the responsibility of the
Fund's management. Our responsibility is to express an opinion on these
financial statements and financial highlights based on our audits.
    We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements and
financial highlights are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. Our procedures included
confirmation of securities owned as of December 31, 1993 by
correspondence with the custodian and others. An audit also includes
assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
    In our opinion, the financial statements and financial highlights
referred to above present fairly, in all material respects, the financial
position of Dreyfus Money Market Instruments, Inc. at December 31, 1993,
the results of their operations for the year then ended, the changes in
their net assets for each of the two years in the period then ended, and the
financial highlights for each of the indicated years, in conformity with
generally accepted accounting principles.

                           (Ernst and Young Signature Logo)


New York, New York
February 3, 1993





                    DREYFUS MONEY MARKET INSTRUMENTS, INC.

                           PART C. OTHER INFORMATION
                           _________________________


Item 24.   Financial Statements and Exhibits. - List
_______    _________________________________________

     (a)   Financial Statements:

                Included in Part A of the Registration Statement
   

                Condensed Financial Information for each of the ten years in
                the period ended December 31, 1993.
    

                Included in Part B of the Registration Statement:
   

                     Statement of Investments--December 31, 1993.
    
   

                     Statement of Assets and Liabilities--December 31, 1993.
    
   

                     Statement of Operations--year ended December 31, 1993.
    
   

                     Statement of Changes in Net Assets--for each of the two
                     years in the period ended December 31, 1993.
    

                     Notes to Financial Statements
   

                     Report of Ernst & Young, Independent Auditors, dated
                     February 3, 1994.
    



Schedules No. I through VII and other financial statement information, for
which provision is made in the applicable accounting regulations of the
Securities and Exchange Commission, are either omitted because they are not
required under the related instructions, they are inapplicable, or the
required information is presented in the financial statements or notes
thereto which are included in Part B of the Registration Statement.


Item 24.   Financial Statements and Exhibits. - List (continued)
_______    _____________________________________________________

  (b)      Exhibits:

  (1)      Registrant's Articles of Incorporation, Articles of Amendment and
           Articles of Supplementary are incorporated by reference to Exhibit
           (1) of Pre-Effective Amendment No. 22 to the Registration
           Statement on Form N-1A, filed on April 30, 1982.

  (2)      Registrant's By-Laws are incorporated by reference to Exhibit (2)
           of Post-Effective Amendment No. 38 to the Registration Statement
           on Form N-1A, filed on April 26, 1990.

  (4)      Specimen certificate for the Registrant's securities is
           incorporated by reference to Exhibit (1)(c) and (2) of Pre-
           Effective Amendment No. 3 to the Registration Statement on Form S-
           5, filed on April 24, 1975.

  (5)      Management Agreement is incorporated by reference to Exhibit
           (1)(d) of Post-Effective Amendment No. 9 to the Registration
           Statement on Form S-5, filed on March 7, 1977.

  (6)      Distribution Agreement is incorporated by reference to Exhibit 1
           (i) of Post-Effective Amendment No. 9 to the Registration
           Statement on Form S-5, filed on March 7, 1977.

  (8)(a)   Amended and Restated Custody Agreement is incorporated by
           reference to Exhibit 8(a) of Post-Effective Amendment No. 38 to
           the Registration Statement on Form N-1A, filed on April 26, 1990.

  (8)(b)   Sub-Custodian Agreement, as amended, is incorporated by reference
           to Exhibit 8(b) of Post-Effective Amendment No. 32 to the
           Registration Statement on Form N-1A, filed on April 17, 1987.

  (10)     Opinion and consent of Registrant's counsel is incorporated by
           reference to Exhibit (3) of Pre-Effective Amendment No. 3 to the
           Registration Statement on Form S-5, filed on April 24, 1975.

  (11)     Consent of Independent Auditors.
   

  (15)     Shareholder Services Plan.
    

  (16)     Schedules of Computation of Performance Data.



Item 24.   Financial Statements and Exhibits. - List (continued)
_______    _____________________________________________________

           Other Exhibits
           ______________
   

                (a)  Power of Attorney of Bert W. Wasserman, (Other Powers of
                     Attorney of the Directors and officers are incorporated
                     by reference to Other Exhibits (a) of Post-Effective
                     Amendment Nos. 39, 41 and 43 to the Registration
                     Statement on Form N-1A, filed on April 29, 1991, 1992
                     and 1993, respectively.)
    

                (b)  Assistant Secretary's Certificate.

Item 25.   Persons Controlled by or under Common Control with Registrant.
_______    ______________________________________________________________

           Not Applicable

Item 26.   Number of Holders of Securities.
_______    ________________________________

               (1)                                   (2)
   


                                                Number of Record
         Title of Class                  Holders as of March 17, 1994
         ______________                  _____________________________
    
   

         Money Market Series
         Common Stock
         (Par value $.01)                           8,172
    
   

         Government Securities Series
         Common Stock
         (Par value $.01)                          16,645
    

Item 27.    Indemnification
_______     _______________

         The Statement as to the general effect of any contract,
         arrangements or statute under which a director, officer,
         underwriter or affiliated person of the Registrant is insured or
         indemnified in any manner against any liability which may be
         incurred in such capacity, other than insurance provided by any
         director, officer, affiliated person or underwriter for their own
         protection, is incorporated by reference to Item 4 of Part II of
         Post-Effective Amendment No. 22 to the Registration Statement on
         Form N-1, filed on April 30, 1982.

         Reference is also made to the Distribution Agreement filed as
         Exhibit (1)(i) of Post-Effective Amendment No. 9 to the
         Registration Statement on Form S-5, filed on March 7, 1977.

Item 28.    Business and Other Connections of Investment Adviser.
_______     ____________________________________________________

            The Dreyfus Corporation ("Dreyfus") and subsidiary companies
            comprise a financial service organization whose business
            consists primarily of providing investment management services
            as the investment adviser, manager and distributor for sponsored
            investment companies registered under the Investment Company Act
            of 1940 and as an investment adviser to institutional and
            individual accounts.  Dreyfus also serves as sub-investment
            adviser to and/or administrator of other investment companies.
            Dreyfus Service Corporation, a wholly-owned subsidiary of
            Dreyfus, serves primarily as distributor of shares of investment
            companies sponsored by Dreyfus and of other investment companies
            for which Dreyfus acts as investment adviser, sub-investment
            adviser or administrator.  Dreyfus Management, Inc., another
            wholly-owned subsidiary, provides investment management services
            to various pension plans, institutions and individuals.




Item 28.  Business and Other Connections of Investment Adviser (continued)
________  ________________________________________________________________

          Officers and Directors of Investment Adviser
          ____________________________________________


Name and Position
with Dreyfus                  Other Businesses
_________________             ________________

MANDELL L. BERMAN             Real estate consultant and private investor
Director                           29100 Northwestern Highway, Suite 370
                                   Southfield, Michigan 48034;
                              Past Chairman of the Board of Trustees of
Skillman Foundation.
                              Member of The Board of Vintners Intl.

ALVIN E. FRIEDMAN             Senior Adviser to Dillon, Read & Co. Inc.
Director                           535 Madison Avenue
                                   New York, New York 10022;
                                   Director and member of the Executive
                                   Committee of Avnet, Inc.**

ABIGAIL Q. McCARTHY           Author, lecturer, columnist and educational
Director                      consultant
                                   2126 Connecticut Avenue
                                   Washington, D.C. 20008

DAVID B. TRUMAN               Educational consultant;
Director                      Past President of the Russell Sage Foundation
                                   230 Park Avenue
                                   New York, New York 10017;
                              Past President of Mount Holyoke College
                                   South Hadley, Massachusetts 01075;
                              Former Director:
                                   Student Loan Marketing Association
                                   1055 Thomas Jefferson Street, N.W.
                                   Washington, D.C. 20006;
                              Former Trustee:
                                   College Retirement Equities Fund
                                   730 Third Avenue
                                   New York, New York 10017

HOWARD STEIN                  Chairman of the Board, President and Investment
Chairman of the Board and     Officer:
Chief Executive Officer            Dreyfus Capital Growth Fund (A Premier
                                        Fund)++;
                              Chairman of the Board and Investment Officer:
                                   The Dreyfus Fund Incorporated++;
                                   Dreyfus New Leaders Fund, Inc.++;
                                   The Dreyfus Socially Responsible Growth
                                        Fund, Inc. ++;
                                   The Dreyfus Third Century Fund, Inc.++;
                              Chairman of the Board:
                                   Dreyfus Acquisition Corporation*;
                                   Dreyfus America Fund++++;
                                   The Dreyfus Consumer Credit Corporation*;
HOWARD STEIN                       Dreyfus Land Development Corporation*;
(cont'd)                           Dreyfus Management, Inc.*;
                                   Dreyfus Service Corporation*;
                              Chairman of the Board and Chief Executive
                              Officer:
                                   Major Trading Corporation*;
                              President, Managing General Partner and
                              Investment Officer:
                                   Dreyfus Global Growth, L.P. (A Strategic
                                        Fund)++;
                                   Dreyfus Strategic Growth, L.P. ++;
                              Director, President and Investment Officer:
                                   Dreyfus Appreciation Fund, Inc.++;
                                   Dreyfus Asset Allocation Fund, Inc.++;
                                   Dreyfus Capital Value Fund (A Premier
                                        Fund)++;
                                   Dreyfus Focus Funds, Inc.++;
                                   Dreyfus Global Investing++;
                                   Dreyfus Growth Opportunity Fund, Inc.++;
                                   Premier Growth Fund, Inc.++;
                                   Dreyfus Growth Allocation Fund, Inc.++
                              Director and Investment Officer:
                                   Dreyfus Growth and Income Fund, Inc.++;
                              President:
                                   Dreyfus Consumer Life Insurance Company*;
                              Director:
                                   Avnet, Inc.**;
                                   Comstock Partners Strategy Fund, Inc.***;
                                   Dreyfus A Bonds Plus, Inc.++;
                                   Dreyfus BASIC Money Market Fund, Inc.++;
                                   The Dreyfus Fund International
                                        Limited++++++;
                                   Dreyfus Insured Municipal Bond Fund,
                                        Inc.++;
                                   Dreyfus Liquid Assets, Inc.++;
                                   Dreyfus Money Market Instruments, Inc.++;
                                   Dreyfus Municipal Bond Fund, Inc.++;
                                   Dreyfus Municipal Money Market Fund,
                                        Inc.++;
                                   Dreyfus New Jersey Municipal Bond Fund,
                                        Inc.++;
                                   Dreyfus Partnership Management,
                                        Inc.*;
                                   Dreyfus Personal Management, Inc.*;
                                   Dreyfus Precious Metals, Inc.*;
                                   Dreyfus Realty Advisors, Inc.+++;
                                   Dreyfus Service Organization, Inc.*;
                                   Dreyfus Strategic Governments Income,
                                        Inc.++;
                                   The Dreyfus Trust Company++;
                                   General Government Securities Money Market
                                        Fund, Inc.++;
                                   General Money Market Fund, Inc.++;
                                   General Municipal Money Market Fund,
                                        Inc.++;
                                   FN Network Tax Free Money Market Fund,
                                        Inc.++;
                                   Seven Six Seven Agency, Inc.*;
HOWARD STEIN                       World Balanced Fund++++;
(cont'd)                      Trustee and Investment Officer:
                                   Dreyfus Short-Intermediate Government
                                        Fund++;
                                   Dreyfus Strategic Investing++;
                                   Dreyfus Variable Investment Fund++;
                              Trustee:
                                   Corporate Property Investors
                                   New York, New York;
                                   Dreyfus BASIC U.S. Government Money Market
                                        Fund++;
                                   Dreyfus California Tax Exempt Money Market
                                        Fund++;
                                   Dreyfus Institutional Money Market Fund++;
                                   Dreyfus Institutional Short Term Treasury
                                        Fund++;
                                   Dreyfus Investors GNMA Fund++;
                                   Dreyfus 100% U.S. Treasury Intermediate
                                        Term Fund++;
                                   Dreyfus 100% U.S. Treasury Long Term
                                        Fund++;
                                   Dreyfus 100% U.S. Treasury Money Market
                                        Fund++;
                                   Dreyfus 100% U.S. Treasury Short Term
                                        Fund++;
                                   Dreyfus Strategic Income++

JULIAN M. SMERLING            Director and Executive Vice President:
Vice Chairman of the               Dreyfus Service Corporation*;
Board of Directors            Director and Vice President:
                                   Dreyfus Consumer Life Insurance Company*;
                                   Dreyfus Service Organization, Inc.*;
                              Vice Chairman and Director:
                                   The Dreyfus Trust Company++;
                                   The Dreyfus Trust Company (N.J.)++;
                              Director:
                                   The Dreyfus Consumer Credit Corporation*;
                                   Dreyfus Partnership Management, Inc.*;
                                   Seven Six Seven Agency, Inc.*

JOSEPH S. DiMARTINO           Director and Chairman of the Board:
President, Chief Operating         The Dreyfus Trust Company++;
Officer and Director          Director, President and Investment Officer:
                                   Dreyfus Cash Management Plus, Inc.++;
                                   Dreyfus International Equity Fund, Inc.++;
                                   Dreyfus Liquid Assets, Inc.++;
                                   Dreyfus Money Market Instruments, Inc.++;
                                   Dreyfus Worldwide Dollar Money Market
                                        Fund, Inc.++;
                                   General Government Securities Money Market
                                        Fund, Inc.++;
                                   General Money Market Fund, Inc.++;
                              Director and President:
                                   Dreyfus Acquisition Corporation*;
                                   The Dreyfus Consumer Credit Corporation*;
                                   Dreyfus Edison Electric Index Fund,
                                        Inc.++;
JOSEPH S. DiMARTINO                Dreyfus Life and Annuity Index Fund,
(cont'd)                                Inc.++;
                                   Dreyfus Partnership Management, Inc.*;
                                   The Dreyfus Trust Company (N.J.)++;
                                   Dreyfus-Wilshire Target Funds, Inc.++;
                                   First Prairie Tax Exempt Bond Fund,
                                        Inc. ++;
                                   Peoples Index Fund, Inc.++;
                                   Peoples S&P MidCap Index Fund, Inc.++;
                              Trustee, President and Investment Officer:
                                   Dreyfus Cash Management++;
                                   Dreyfus Government Cash Management++;
                                   Dreyfus Institutional Money Market Fund++;
                                   Dreyfus Short-Intermediate Government
                                        Fund++;
                                   Dreyfus Treasury Cash Management++;
                                   Dreyfus Treasury Prime Cash Management++;
                                   Dreyfus Variable Investment Fund++;
                                   Premier GNMA Fund++;
                              Trustee and President:
                                   First Prairie Cash Management++;
                                   First Prairie Diversified Asset Fund++;
                                   First Prairie Money Market Fund++;
                                   First Prairie Municipal Money Market
                                        Fund++;
                                   First Prairie U.S. Government Income
                                        Fund++;
                                   First Prairie U.S. Treasury Securities
                                        Cash Management++;
                              Trustee, Vice President and Investment Officer:
                                   Dreyfus Institutional Short Term
                                   Treasury Fund++;
                              Trustee and Investment Officer:
                                   Premier GNMA Fund++;
                              Director and Executive Vice President:
                                   Dreyfus Service Corporation*;
                              Director, Vice President and Investment
                              Officer:
                                   Dreyfus Balanced Fund, Inc.++;
                              Director and Vice President:
                                   Dreyfus Service Organization, Inc.*;
                                   General Municipal Bond Fund, Inc.++;
                                   General Municipal Money Market Fund,
                                        Inc.++;
                              Director and Investment Officer:
                                   Dreyfus A Bonds Plus, Inc.++;
                                   Dreyfus Appreciation Fund, Inc.++;
                                   Dreyfus Short-Term Income Fund, Inc.++;
                                   Premier Growth Fund, Inc.++;
                              Director and Corporate Member:
                                   Muscular Dystrophy Association
                                   810 Seventh Avenue
                                   New York, New York 10019;
JOSEPH S. DiMARTINO           Director:
(cont'd)                           Dreyfus Management, Inc.*;
                                   Dreyfus Personal Management, Inc.*;
                                   Noel Group, Inc.
                                   667 Madison Avenue
                                   New York, New York 10021;
                              Trustee:
                              Bucknell University
                                   Lewisburg, Pennsylvania 17837;
                              President and Investment Officer:
                                   Dreyfus BASIC Money Market Fund, Inc.++;
                                   Dreyfus BASIC U.S. Government Money Market
                                        Fund++;
                              Vice President:
                                   Dreyfus Consumer Life Insurance Company*;
                              Investment Officer:
                                   The Dreyfus Fund Incorporated++;
                                   Dreyfus Investors GNMA Fund++;
                                   Dreyfus 100% U.S. Treasury Intermediate
                                        Term Fund++;
                                   Dreyfus 100% U.S. Treasury Long Term
                                        Fund++;
                                   Dreyfus 100% U.S. Treasury Money Market
                                        Fund++;
                                   Dreyfus 100% U.S. Treasury Short Term
                                        Fund++;
                              President, Chief Operating Officer and
                              Director:
                                   Major Trading Corporation*

LAWRENCE M. GREENE            Chairman of the Board:
Legal Consultant and               The Dreyfus Security Savings
Director                           Bank, F.S.B.+;
                              Director and Executive Vice President:
                                   Dreyfus Service Corporation*;
                              Director and Vice President:
                                   Dreyfus Acquisition Corporation*;
                                   Dreyfus Consumer Life Insurance Company*;
                                   Dreyfus Service Organization, Inc.*;
                              Director:
                                   Dreyfus America Fund++++;
                                   Dreyfus BASIC Municipal Money Market Fund,
                                        Inc.++;
                                   Dreyfus California Tax Exempt Bond Fund,
                                        Inc.++;
                                   Dreyfus Capital Value Fund (A Premier
                                        Fund)++;
                                   Dreyfus Connecticut Municipal Money Market
                                        Fund, Inc.++;
                                   Dreyfus GNMA Fund, Inc.++;
                                   Dreyfus Intermediate Municipal Bond Fund,
                                        Inc.++;
                                   Dreyfus-Lincoln, Inc.*;
                                   Dreyfus Management, Inc.*;
                                   Dreyfus Michigan Municipal Money Market
                                        Fund, Inc.++;
                                   Dreyfus New Jersey Municipal Money Market
                                        Fund, Inc.++;
LAWRENCE M. GREENE                 Dreyfus New Leaders Fund, Inc.++;
(cont'd)                           Dreyfus New York Tax Exempt Bond Fund,
                                        Inc.++;
                                   Dreyfus Ohio Municipal Money Market Fund,
                                        Inc.++;
                                   Dreyfus Precious Metals, Inc.*;
                                   Dreyfus Thrift & Commerce+++;
                                   The Dreyfus Trust Company (N.J.)++;
                                   Seven Six Seven Agency, Inc.*;
                              Vice President:
                                   Dreyfus Growth Opportunity Fund, Inc.++;
                              Trustee:
                                   Dreyfus Massachusetts Municipal Money
                                        Market Fund++;
                                   Dreyfus Massachusetts Tax Exempt Bond
                                        Fund++;
                                   Dreyfus New York Tax Exempt Intermediate
                                        Bond Fund++;
                                   Dreyfus New York Tax Exempt Money Market
                                        Fund++;
                                   Dreyfus Pennsylvania Municipal Money
                                        Market Fund++;
                              Investment Officer:
                                   The Dreyfus Fund Incorporated++

ROBERT F. DUBUSS              Director and Treasurer:
Vice President                     Major Trading Corporation*;
                              Director and Vice President:
                                   The Dreyfus Consumer Credit Corporation*;
                                   The Truepenny Corporation*;
                              Vice President:
                                   Dreyfus Consumer Life Insurance Company*;
                              Treasurer:
                                   Dreyfus Management, Inc.*;
                                   Dreyfus Precious Metals, Inc.*;
                                   Dreyfus Service Corporation*;
                              Assistant Treasurer:
                                   The Dreyfus Fund Incorporated++;
                              Director:
                                   The Dreyfus Trust Company++;
                                   The Dreyfus Trust Company (N.J.)++;
                                   Dreyfus Thrift & Commerce****

ALAN M. EISNER                Director and President:
Vice President and Chief           The Truepenny Corporation*;
Financial Officer             Vice President and Chief Financial Officer:
                                   Dreyfus Acquisition Corporation*;
                                   Dreyfus Consumer Life Insurance Company*;
                              Treasurer:
                                   Dreyfus Realty Advisors, Inc.+++;
                              Treasurer, Financial Officer and Director:
                                   The Dreyfus Trust Company++;
                                   The Dreyfus Trust Company (N.J.)++;
                              Director:
                                   Dreyfus Thrift & Commerce****;
                              Vice President and Director:
                                   The Dreyfus Consumer Credit Corporation*

DAVID W. BURKE                Vice President and Director:
Vice President and Chief           The Dreyfus Trust Company++;
Administrative Officer        Formerly, President:
                                   CBS News, a division of CBS, Inc.
                                   524 West 57th Street
                                   New York, New York 10019
                              Director:
                                   Dreyfus Asset Allocation Fund, Inc.++;
                                   Dreyfus BASIC Money Market Fund, Inc.++;
                                   Dreyfus BASIC Municipal Money Market
                                        Fund, Inc.++;
                                   Dreyfus California Municipal
                                        Income, Inc.++;
                                   Dreyfus California Tax Exempt Bond
                                        Fund, Inc.++;
                                   Dreyfus Capital Value Fund (A Premier
                                        Fund)++;
                                   Dreyfus Cash Management Plus, Inc.++;
                                   Dreyfus Connecticut Municipal Money Market
                                        Fund, Inc.++;
                                   The Dreyfus Fund Incorporated++;
                                   Dreyfus Growth Allocation Fund, Inc.++;
                                   Dreyfus Insured Municipal Bond
                                        Fund, Inc.++;
                                   Dreyfus Intermediate Municipal Bond
                                        Fund, Inc.++;
                                   Dreyfus Liquid Assets, Inc.++;
                                   Dreyfus Michigan Municipal Money Market
                                        Fund, Inc.++;
                                   Dreyfus Municipal Bond Fund, Inc.++;
                                   Dreyfus Municipal Income, Inc.++;
                                   Dreyfus Municipal Money Market
                                        Fund, Inc.++;
                                   Dreyfus New Jersey Municipal Money Market
                                        Fund, Inc.++;
                                   Dreyfus New Leaders Fund, Inc.++;
                                   Dreyfus New York Municipal Income, Inc.++;
                                   Dreyfus New York Tax Exempt Bond
                                        Fund, Inc.++;
                                   Dreyfus Ohio Municipal Money Market
                                        Fund, Inc.++;
                                   Dreyfus Short-Term Income Fund, Inc.++;
                                   Dreyfus Strategic Governments Income,
                                        Inc.++;
                                   Dreyfus Strategic Municipals, Inc.++;
                                   Dreyfus Strategic Municipal Bond
                                        Fund, Inc.++;
                                   Dreyfus Worldwide Dollar Money Market
                                        Fund, Inc.++;
                              Trustee:
                                   Dreyfus BASIC U.S. Government Money Market
                                        Fund++;
                                   Dreyfus California Intermediate Municipal
                                        Bond Fund++;
                                   Dreyfus California Tax Exempt Money
                                        Market Fund++;
                                   Dreyfus Cash Management++;
DAVID W. BURKE                     Dreyfus Connecticut Intermediate Municipal
(cont'd)                                Bond Fund++;
                                   Dreyfus Government Cash Management++;
                                   Dreyfus Institutional Short Term
                                        Treasury Fund++;
                                   Dreyfus Massachusetts Intermediate
                                        Municipal Bond Fund++;
                                   Dreyfus Massachusetts Municipal Money
                                        Market Fund++;
                                   Dreyfus Massachusetts Tax Exempt
                                        Bond Fund++;
                                   Dreyfus Municipal Cash Management Plus++;
                                   Dreyfus New Jersey Intermediate Municipal
                                        Bond Fund++;
                                   Dreyfus New York Municipal Cash
                                        Management++;
                                   Dreyfus New York Tax Exempt Intermediate
                                        Bond Fund++;
                                   Dreyfus Pennsylvania Intermediate
                                        Municipal Bond Fund++;
                                   Dreyfus Pennsylvania Municipal Money
                                        Market Fund++;
                                   Dreyfus Short-Intermediate Government
                                        Fund++
                                   Dreyfus Strategic Income++;
                                   Dreyfus Strategic Investing++;
                                   Dreyfus Tax Exempt Cash Management++;
                                   Dreyfus Treasury Cash Management++;
                                   Dreyfus Treasury Prime Cash Management++

ELIE M. GENADRY               President:
Vice President -                   Institutional Services Division of Dreyfus
Institutional Sales                Service Corporation*;
                                   Broker-Dealer Division of Dreyfus Service
                                   Corporation*;
                                   Group Retirement Plans Division of Dreyfus
                                   Service Corporation;
                              Executive Vice President:
                                   Dreyfus Service Corporation*;
                                   Dreyfus Service Organization, Inc.*;
                              Senior Vice President:
                                   Dreyfus Cash Management++;
                                   Dreyfus Cash Management Plus, Inc.++;
                                   Dreyfus Edison Electric Index Fund,
                                        Inc.++;
                                   Dreyfus Government Cash Management++;
                                   Dreyfus Institutional Short Term
                                        Treasury Fund++;
                                   Dreyfus Life and Annuity Index Fund,
                                        Inc.++;
                                   Dreyfus Municipal Cash Management Plus++;
                                   Dreyfus New York Municipal Cash
                                        Management++;
                                   Dreyfus Tax Exempt Cash Management++;
                                   Dreyfus Treasury Cash Management++;
                                   Dreyfus Treasury Prime Cash Management++;
                                   Dreyfus-Wilshire Target Funds, Inc.++;
                                   Peoples Index Fund, Inc.++;
ELLIE M. GENADRY                   Peoples S&P MidCap Index Fund, Inc.++;
(cont'd)                      Vice President:
                                   The Dreyfus Trust Company++;
                                   Premier Insured Municipal Bond Fund++;
                                   Premier California Municipal Bond Fund++;
                                   Premier Municipal Bond Fund++;
                                   Premier New York Municipal Bond Fund++;
                              Vice President-Sales:
                                   The Dreyfus Trust Company (N.J.)++;
                              Treasurer:
                                   Pacific American Fund+++++

DANIEL C. MACLEAN             Director, Vice President and Secretary:
Vice President and General         Dreyfus Precious Metals, Inc.*;
Counsel                       Director and Vice President:
                                   The Dreyfus Consumer Credit Corporation*;
                                   The Dreyfus Trust Company (N.J.)++;
                              Director and Secretary:
                                   Dreyfus Partnership Management, Inc.*;
                                   Major Trading Corporation*;
                                   The Truepenny Corporation+;
                              Director:
                                   Dreyfus America Fund++++;
                                   Dreyfus Consumer Life Insurance Company*;
                                   The Dreyfus Trust Company++;
                              Vice President:
                                   Dreyfus Appreciation Fund, Inc.++;
                                   Dreyfus BASIC Municipal Money Market Fund,
                                        Inc.++;
                                   Dreyfus California Tax Exempt Bond Fund,
                                        Inc.++;
                                   Dreyfus California Tax Exempt Money Market
                                        Fund++;
                                   Dreyfus Capital Value Fund (A Premier
     Fund)++;
                                   Dreyfus Cash Management++;
                                   Dreyfus Cash Management Plus, Inc.++;
                                   Dreyfus Connecticut Municipal Money Market
                                        Fund, Inc.++;
                                   Dreyfus Edison Electric Index Fund,
                                        Inc.++;
                                   Dreyfus Florida Intermediate Municipal
                                        Bond Fund++;
                                   Dreyfus Focus Funds, Inc.++;
                                   Dreyfus GNMA Fund, Inc.++;
                                   Dreyfus Government Cash Management++;
                                   Dreyfus Growth and Income Fund, Inc.++;
                                   Dreyfus Growth Opportunity Fund, Inc.++;
                                   Dreyfus Institutional Short Term
                                        Treasury Fund++;
                                   Dreyfus Insured Municipal Bond Fund,
                                        Inc.++;
                                   Dreyfus Intermediate Municipal Bond Fund,
                                        Inc.++;
                                   Dreyfus Investors GNMA Fund++;
                                   Dreyfus Life and Annuity Index Fund,
                                        Inc.++;
DREYFUS C. MACLEAN                 Dreyfus Massachusetts Municipal Money
(cont'd)                                Market Fund++;
                                   Dreyfus Massachusetts Tax Exempt Bond
                                        Fund++;
                                   Dreyfus Michigan Municipal Money Market
                                        Fund, Inc.++;
                                   Dreyfus Municipal Cash Management Plus++;
                                   Dreyfus New Jersey Municipal Money Market
                                        Fund, Inc.++;
                                   Dreyfus New Leaders Fund, Inc.++;
                                   Dreyfus New York Insured Tax Exempt Bond
                                        Fund++;
                                   Dreyfus New York Municipal Cash
                                        Management++;
                                   Dreyfus New York Tax Exempt Bond Fund,
                                        Inc.++;
                                   Dreyfus New York Tax Exempt Intermediate
                                        Bond Fund++;
                                   Dreyfus New York Tax Exempt Money Market
                                        Fund++;
                                   Dreyfus Ohio Municipal Money Market Fund,
                                        Inc.++;
                                   Dreyfus Pennsylvania Municipal Money
                                        Market Fund++;
                                   Dreyfus Short-Intermediate Government
                                        Fund++;
                                   Dreyfus Short-Intermediate Municipal Bond
                                        Fund++;
                                   The Dreyfus Socially Responsible Growth
                                        Fund, Inc.++;
                                   Dreyfus Tax Exempt Cash Management++;
                                   The Dreyfus Third Century Fund, Inc.++;
                                   Dreyfus Treasury Cash Management++;
                                   Dreyfus Treasury Prime Cash Management++;
                                   Dreyfus-Wilshire Target Funds, Inc.++;
                                   First Prairie Cash Management++;
                                   First Prairie Diversified Asset Fund++;
                                   First Prairie Money Market Fund++;

                                   First Prairie Municipal Money Market
                                        Fund++;
                                   First Prairie Tax Exempt Bond Fund,
                                        Inc. ++;
                                   First Prairie U.S. Government Income
                                        Fund++;
                                   First Prairie U.S. Treasury Securities
                                        Cash Management++;
                                   FN Network Tax Free Money Market Fund,
                                        Inc.++;
                                   General California Municipal Money Market
                                        Fund++;
                                   General Government Securities Money Market
                                        Fund, Inc.++;
                                   General Money Market Fund, Inc.++;
                                   General Municipal Bond Fund, Inc.++;
                                   General Municipal Money Market Fund,
                                        Inc.++;
DANIEL C. MACLEAN                  General New York Municipal Bond Fund,
(cont'd)                                Inc.++;
                                   General New York Municipal Money Market
                                        Fund++;
                                   Peoples Index Fund, Inc.++;
                                   Peoples S&P MidCap Index Fund, Inc.++;
                                   Premier Insured Municipal Bond Fund++;
                                   Premier California Municipal Bond Fund++;
                                   Premier GNMA Fund++;
                                   Premier Growth Fund, Inc.++;
                                   Premier Municipal Bond Fund++;
                                   Premier New York Municipal Bond Fund++;
                                   Premier State Municipal Bond Fund++;
                              Secretary:
                                   Dreyfus A Bonds Plus, Inc.++;
                                   Dreyfus Acquisition Corporation*;
                                   Dreyfus Asset Allocation Fund, Inc.++;
                                   Dreyfus Balanced Fund, Inc.++;
                                   Dreyfus BASIC Money Market Fund, Inc.++;
                                   Dreyfus BASIC U.S. Government Money Market
                                        Fund++;
                                   Dreyfus California Intermediate Municipal
                                        Bond Fund++;
                                   Dreyfus California Municipal Income,
                                        Inc.++;
                                   Dreyfus Capital Growth Fund (A Premier
                                        Fund)++;
                                   Dreyfus Connecticut Intermediate Municipal
                                        Bond Fund++;
                                   Dreyfus Florida Municipal Money Market
                                        Fund++;
                                   The Dreyfus Fund Incorporated++;
                                   Dreyfus Global Growth, L.P. (A Strategic
                                        Fund)++;
                                   Dreyfus Global Investing++;
                                   Dreyfus Growth Allocation Fund, Inc.++;
                                   Dreyfus Institutional Money Market Fund++;
                                   Dreyfus International Equity Fund, Inc.++;
                                   Dreyfus Massachusetts Intermediate
                                        Municipal Bond Fund++;
                                   Dreyfus Money Market Instruments, Inc.++;
                                   Dreyfus Municipal Bond Fund, Inc.++;
                                   Dreyfus Municipal Income, Inc.++;
                                   Dreyfus Municipal Money Market Fund,
                                        Inc.++;
                                   Dreyfus New Jersey Intermediate Municipal
                                        Bond Fund++;
                                   Dreyfus New Jersey Municipal Bond Fund,
                                        Inc.++;
                                   Dreyfus New York Municipal Income, Inc.++;
                                   Dreyfus 100% U.S. Treasury Intermediate
                                        Term Fund++;
                                   Dreyfus 100% U.S. Treasury Long Term
                                        Fund++;
                                   Dreyfus 100% U.S. Treasury Money Market
                                        Fund++;
                                   Dreyfus 100% U.S. Treasury Short Term
                                        Fund++;
DANIEL C. MACLEAN                  Dreyfus Pennsylvania Intermediate
(cont'd)                                Municipal Bond Fund++;
                                   Dreyfus Service Corporation*;
                                   Dreyfus Service Organization, Inc.*;
                                   Dreyfus Short-Term Income Fund, Inc.++;
                                   Dreyfus Strategic Governments Income,
                                        Inc.++;
                                   Dreyfus Strategic Growth, L.P.++;
                                   Dreyfus Strategic Income++;
                                   Dreyfus Strategic Investing++;
                                   Dreyfus Strategic Municipal Bond Fund,
                                        Inc.++;
                                   Dreyfus Strategic Municipals, Inc.++;
                                   Dreyfus Variable Investment Fund++;
                                   Dreyfus Worldwide Dollar Money Market
                                        Fund, Inc.++;
                                   General California Municipal Bond Fund,
                                        Inc.++;
                                   Seven Six Seven Agency, Inc.*;
                              Director and Assistant Secretary:
                                   The Dreyfus Fund International
                                        Limited++++++

JEFFREY N. NACHMAN            Vice President-Financial:
Vice President - Mutual            Dreyfus A Bonds Plus, Inc.++;
Fund Accounting                    Dreyfus Appreciation Fund, Inc.++;
                                   Dreyfus California Municipal Income,
                                        Inc.++;
                                   Dreyfus California Tax Exempt Bond Fund,
                                        Inc.++;
                                   Dreyfus California Tax Exempt Money Market
                                        Fund++;
                                   Dreyfus Capital Growth Fund (A Premier
                                        Fund)++;
                                   Dreyfus Capital Value Fund (A Premier
                                        Fund)++;
                                   Dreyfus Cash Management++;
                                   Dreyfus Cash Management Plus, Inc.++;
                                   Dreyfus Connecticut Municipal Money Market
                                        Fund, Inc.++;
                                   The Dreyfus Fund Incorporated++;
                                   Dreyfus Global Growth, L.P. (A Strategic
                                        Fund)++;
                                   Dreyfus GNMA Fund, Inc.++;
                                   Dreyfus Government Cash Management++;
                                   Dreyfus Growth Opportunity Fund, Inc.++;
                                   Dreyfus Institutional Money Market Fund++;
                                   Dreyfus Insured Municipal Bond Fund,
                                        Inc.++;
                                   Dreyfus Intermediate Municipal Bond Fund,
                                        Inc.++;
                                   Dreyfus Investors GNMA Fund++;
                                   Dreyfus Life and Annuity Index Fund,
                                        Inc.++;
                                   Dreyfus Liquid Assets, Inc.++;
                                   Dreyfus Massachusetts Municipal Money
                                        Market Fund++;
JEFFREY N. NACHMAN                 Dreyfus Massachusetts Tax Exempt Bond
(cont'd)                                Fund++;
                                   Dreyfus Michigan Municipal Money Market
                                        Fund, Inc.++;
                                   Dreyfus Money Market Instruments, Inc.++;
                                   Dreyfus Municipal Bond Fund, Inc.++;
                                   Dreyfus Municipal Cash Management Plus++;
                                   Dreyfus Municipal Income, Inc.++;
                                   Dreyfus Municipal Money Market Fund,
                                        Inc.++;
                                   Dreyfus New Jersey Municipal Bond Fund,
                                        Inc.++;
                                   Dreyfus New Jersey Municipal Money Market
                                        Fund, Inc.++;
                                   Dreyfus New Leaders Fund, Inc.++;
                                   Dreyfus New York Insured Tax Exempt Bond
                                        Fund++;
                                   Dreyfus New York Municipal Income, Inc.++;
                                   Dreyfus New York Tax Exempt Bond Fund,
                                        Inc.++;
                                   Dreyfus New York Tax Exempt Intermediate
                                        Bond Fund++;
                                   Dreyfus New York Tax Exempt Money Market
                                        Fund++;
                                   Dreyfus Ohio Municipal Money Market Fund,
                                        Inc.++;
                                   Dreyfus 100% U.S. Treasury Intermediate
                                        Term Fund++;
                                   Dreyfus 100% U.S. Treasury Long Term
                                        Fund++;
                                   Dreyfus 100% U.S. Treasury Money Market
                                        Fund++;
                                   Dreyfus 100% U.S. Treasury Short Term
                                        Fund++;
                                   Dreyfus Pennsylvania Municipal Money
                                        Market Fund++;
                                   Dreyfus Short-Intermediate Government
                                        Fund++;
                                   Dreyfus Short-Intermediate Municipal Bond
                                        Fund++;
                                   Dreyfus Strategic Governments Income,
                                        Inc.++;
                                   Dreyfus Strategic Growth, L.P.++;
                                   Dreyfus Strategic Income++;
                                   Dreyfus Strategic Investing++;
                                   Dreyfus Strategic Municipal Bond Fund,
                                        Inc.++;
                                   Dreyfus Strategic Municipals, Inc.++;
                                   Dreyfus Tax Exempt Cash Management++;
                                   The Dreyfus Third Century Fund, Inc.++;
                                   Dreyfus Treasury Cash Management++;
                                   Dreyfus Treasury Prime Cash Management++;
                                   Dreyfus Variable Investment Fund++;
                                   Dreyfus Worldwide Dollar Money Market
                                        Fund, Inc.++;
                                   First Prairie Diversified Asset Fund++;
                                   First Prairie Money Market Fund++;

JEFFREY N. NACHMAN                 First Prairie Municipal Money Market
(cont'd)                                Fund++;
                                   First Prairie Tax Exempt Bond Fund,
                                        Inc.++;
                                   FN Network Tax Free Money Market Fund,
                                        Inc.++;
                                   General California Municipal Bond Fund,
                                        Inc.++;
                                   General California Municipal Money Market
                                        Fund++;
                                   General Government Securities Money Market
                                        Fund, Inc.++;
                                   General Money Market Fund, Inc.++;
                                   General Municipal Bond Fund, Inc.++;
                                   General Municipal Money Market Fund,
                                        Inc.++;
                                   General New York Municipal Bond Fund,
                                        Inc.++;
                                   General New York Municipal Money Market
                                        Fund++;
                                   Peoples Index Fund, Inc.++;
                                   Premier California Municipal Bond Fund++;
                                   Premier GNMA Fund++;
                                   Premier Municipal Bond Fund++;
                                   Premier New York Municipal Bond Fund++;
                                   Premier State Municipal Bond Fund++;
                              Vice President and Treasurer:
                                   Dreyfus Asset Allocation Fund, Inc.++;
                                   Dreyfus Balanced Fund, Inc.++;
                                   Dreyfus BASIC Money Market Fund, Inc.++;
                                   Dreyfus BASIC Municipal Money Market Fund,
                                        Inc.++;
                                   Dreyfus BASIC U.S. Government Money Market
                                        Fund++;
                                   Dreyfus California Intermediate Municipal
                                        Bond Fund++;
                                   Dreyfus Connecticut Intermediate Municipal
                                        Bond Fund++;
                                   Dreyfus Edison Electric Index Fund,
                                        Inc.++;
                                   Dreyfus Florida Intermediate Municipal
                                        Bond Fund++;
                                   Dreyfus Florida Municipal Money Market
                                        Fund++;
                                   Dreyfus Focus Funds, Inc.++;
                                   Dreyfus Global Investing++;
                                   Dreyfus Growth Allocation Fund,
                                        Inc.++;
                                   Dreyfus Growth and Income Fund, Inc.++;
                                   Dreyfus Institutional Short Term
                                        Treasury Fund++;
                                   Dreyfus International Equity Fund, Inc.++;
                                   Dreyfus Massachusetts Intermediate
                                        Municipal Bond Fund++;
                                   Dreyfus New Jersey Intermediate Municipal
                                        Bond Fund++;
                                   Dreyfus New York Municipal Cash
                                        Management++;
JEFFREY N. NACHMAN                 Dreyfus Pennsylvania Intermediate
(cont'd)                                Municipal Bond Fund++;
                                   Dreyfus Short-Term Income Fund, Inc.++;
                                   The Dreyfus Socially Responsible Growth
                                        Fund, Inc.++;
                                   Dreyfus-Wilshire Target Funds, Inc.++;
                                   First Prairie Cash Management++;
                                   First Prairie U.S. Government Income
                                        Fund++;
                                   First Prairie U.S. Treasury Securities
                                        Cash Management++;
                                   Peoples S&P MidCap Index Fund, Inc.++;
                                   Premier Growth Fund, Inc.++;
                                   Premier Insured Municipal Bond Fund++;
                              Assistant Treasurer:
                                   Pacific American Fund+++++

PETER A. SANTORIELLO          Director, President and Investment
Vice President                Officer:
                                   Dreyfus Balanced Fund, Inc.++;
                              Director and President:
                                   Dreyfus Management, Inc.*;
                              Vice President:
                                   Dreyfus Personal Management, Inc.*

ROBERT H. SCHMIDT             President and Director:
Vice President                     Dreyfus Service Corporation*;
                                   Seven Six Seven Agency, Inc.*;
                              Formerly, Chairman and Chief Executive
                                   Officer:
                                   Levine, Huntley, Schmidt & Beaver
                                   250 Park Avenue
                                   New York, New York 10017

KIRK V. STUMPP                Senior Vice President and
Vice President -              Director of Marketing:
New Product Development            Dreyfus Service Corporation*

PHILIP L. TOIA                Chairman of the Board and Vice President:
Vice President and                 Dreyfus Thrift & Commerce****;
Director of Fixed-            Director:
Income Research                    The Dreyfus Security Savings Bank F.S.B.+;
                              Senior Loan Officer and Director:
                                   The Dreyfus Trust Company++;
                              Vice President:
                                   The Dreyfus Consumer Credit Corporation*;
                              President and Director:
                                   Dreyfus Personal Management, Inc.*;
                              Director:
                                   Dreyfus Realty Advisors, Inc.+++;
                              Formerly, Senior Vice President:
                                   The Chase Manhattan Bank, N.A. and
                                   The Chase Manhattan Capital Markets
                                   Corporation
                                   One Chase Manhattan Plaza
                                   New York, New York 10081

KATHERINE C. WICKHAM          Vice President:
Assistant Vice President -         Dreyfus Consumer Life Insurance
Human Resources                    Company++;
                                   Formerly, Assistant Commissioner:
                                   Department of Parks and Recreation of the
                                   City of New York
                                   830 Fifth Avenue
                                   New York, New York 10022

JOHN J. PYBURN                Treasurer and Assistant Secretary:
Assistant Vice President           The Dreyfus Fund International
                                        Limited++++++;
                              Treasurer:
                                   Dreyfus A Bonds Plus, Inc.++;
                                   Dreyfus Appreciation Fund, Inc.++;
                                   Dreyfus California Municipal Income,
                                        Inc.++;
                                   Dreyfus California Tax Exempt Bond Fund,
                                        Inc.++;
                                   Dreyfus California Tax Exempt Money Market
                                        Fund++;
                                   Dreyfus Capital Growth Fund (A Premier
                                        Fund)++;
                                   Dreyfus Capital Value Fund (A Premier
                                        Fund)++;
                                   Dreyfus Cash Management++;
                                   Dreyfus Cash Management Plus, Inc.++;
                                   Dreyfus Connecticut Municipal Money Market
     Fund, Inc.++;
                                   The Dreyfus Fund Incorporated++;
                                   Dreyfus Global Growth, L.P. (A Strategic
                                        Fund)++;
                                   Dreyfus GNMA Fund, Inc.++;
                                   Dreyfus Government Cash Management++;
                                   Dreyfus Growth Opportunity Fund, Inc.++;
                                   Dreyfus Institutional Money Market Fund++;
                                   Dreyfus Insured Municipal Bond Fund,
                                        Inc.++;
                                   Dreyfus Intermediate Municipal Bond Fund,
                                        Inc.++;
                                   Dreyfus Investors GNMA Fund++;
                                   Dreyfus Life and Annuity Index Fund,
                                        Inc.++;
                                   Dreyfus Liquid Assets, Inc.++;
                                   Dreyfus Massachusetts Municipal Money
                                        Market Fund++;
                                   Dreyfus Massachusetts Tax Exempt Bond
                                        Fund++;
                                   Dreyfus Michigan Municipal Money Market
                                        Fund, Inc.++;
                                   Dreyfus Money Market Instruments, Inc.++;
                                   Dreyfus Municipal Bond Fund, Inc.++;
                                   Dreyfus Municipal Cash Management Plus++;
                                   Dreyfus Municipal Income, Inc.++;
                                   Dreyfus Municipal Money Market Fund,
                                        Inc.++;
                                   Dreyfus New Jersey Municipal Bond Fund,
                                        Inc.++;
JOHN J. PYBURN                     Dreyfus New Jersey Municipal Money Market
(cont'd)                                Fund, Inc.++;
                                   Dreyfus New Leaders Fund, Inc.++;
                                   Dreyfus New York Insured Tax Exempt Bond
                                        Fund++;
                                   Dreyfus New York Municipal Income, Inc.++;
                                   Dreyfus New York Tax Exempt Bond Fund,
                                        Inc.++;
                                   Dreyfus New York Tax Exempt Intermediate
                                        Bond Fund++;
                                   Dreyfus New York Tax Exempt Money Market
                                        Fund++;
                                   Dreyfus Ohio Municipal Money Market Fund,
                                        Inc.++;
                                   Dreyfus 100% U.S. Treasury Intermediate
                                        Term Fund++;
                                   Dreyfus 100% U.S. Treasury Long Term
                                        Fund++;
                                   Dreyfus 100% U.S. Treasury Money Market
                                        Fund++;
                                   Dreyfus 100% U.S. Treasury Short Term
                                        Fund++;
                                   Dreyfus Pennsylvania Municipal Money
                                        Market Fund++;
                                   Dreyfus Short-Intermediate Government
                                        Fund++;
                                   Dreyfus Short-Intermediate Municipal Bond
                                        Fund++;
                                   Dreyfus Strategic Governments Income,
                                        Inc.++;
                                   Dreyfus Strategic Growth, L.P.++;
                                   Dreyfus Strategic Income++;
                                   Dreyfus Strategic Investing++;
                                   Dreyfus Strategic Municipal Bond Fund,
                                        Inc.++;
                                   Dreyfus Strategic Municipals, Inc.++;
                                   Dreyfus Tax Exempt Cash Management++;
                                   The Dreyfus Third Century Fund, Inc.++;
                                   Dreyfus Treasury Cash Management++;
                                   Dreyfus Treasury Prime Cash Management++;
                                   Dreyfus Variable Investment Fund++;
                                   Dreyfus Worldwide Dollar Money Market
                                        Fund, Inc.++;
                                   First Prairie Diversified Asset Fund++;
                                   First Prairie Money Market Fund++;
                                   First Prairie Municipal Money Market
                                        Fund++;
                                   First Prairie Tax Exempt Bond Fund,
                                        Inc. ++;
                                   FN Network Tax Free Money Market Fund,
                                        Inc.++;
                                   General California Municipal Bond Fund,
                                        Inc.++;
                                   General California Municipal Money Market
                                        Fund++;
                                   General Government Securities Money Market
                                        Fund, Inc.++;
                                   General Money Market Fund, Inc.++;
JOHN J. PYBURN                     General Municipal Bond Fund, Inc.++;
(cont'd)                           General Municipal Money Market Fund,
                                        Inc.++;
                                   General New York Municipal Bond Fund,
                                        Inc.++;
                                   General New York Municipal Money Market
                                        Fund++;
                                   Peoples Index Fund, Inc.++;
                                   Premier California Municipal Bond Fund++;
                                   Premier GNMA Fund++;
                                   Premier Municipal Bond Fund++;
                                   Premier New York Municipal Bond Fund++;
                                   Premier State Municipal Bond Fund++

MAURICE BENDRIHEM             Treasurer:
Controller                         Dreyfus Consumer Life Insurance Company*;
                                   Dreyfus Partnership Management, Inc.*;
                                   Dreyfus Service Organization, Inc.*;
                                   Seven Six Seven Agency, Inc.*;
                                   The Truepenny Corporation*;
                              Controller:
                                   Dreyfus Acquisition Corporation*;
                                   The Dreyfus Trust Company++;
                                   The Dreyfus Trust Company (N.J.)++;
                                   The Dreyfus Consumer Credit Corporation*;
                              Assistant Treasurer:
                                   Dreyfus Precious Metals*
                              Formerly, Vice President-Financial Planning,
                              Administration and Tax:
                                   Showtime/The Movie Channel, Inc.
                                   1633 Broadway
                                   New York, New York 10019

MARK N. JACOBS                Vice President:
Secretary and Deputy               Dreyfus A Bonds Plus, Inc.++;
General Counsel                    Dreyfus Asset Allocation Fund, Inc.++;
                                   Dreyfus Balanced Fund, Inc.++;
                                   Dreyfus BASIC Money Market Fund, Inc.++;
                                   Dreyfus BASIC U.S. Government Money Market
                                        Fund++;
                                   Dreyfus California Intermediate Municipal
                                        Bond Fund++;
                                   Dreyfus Capital Growth Fund (A Premier
                                        Fund)++;
                                   Dreyfus Connecticut Intermediate Municipal
                                        Bond Fund++;
                                   Dreyfus Edison Electric Index Fund,
                                        Inc.++;
                                   Dreyfus Florida Municipal Money Market
                                        Fund++;
                                   Dreyfus Focus Funds, Inc.++;
                                   The Dreyfus Fund Incorporated++;
                                   Dreyfus Global Growth, L.P. (A Strategic
                                        Fund)++;
                                   Dreyfus Global Investing++;
                                   Dreyfus Growth Allocation Fund,
                                        Inc.++;
                                   Dreyfus Institutional Money Market Fund++;
MARK N. JACOBS                     Dreyfus International Equity Fund, Inc.++;
(cont'd)                           Dreyfus Life and Annuity Index Fund,
                                        Inc.++;
                                   Dreyfus Liquid Assets, Inc.++;
                                   Dreyfus Massachusetts Intermediate
                                        Municipal Bond Fund++;
                                   Dreyfus Money Market Instruments, Inc.++;
                                   Dreyfus Municipal Bond Fund, Inc.++;
                                   Dreyfus Municipal Money Market Fund,
                                        Inc.++;
                                   Dreyfus New Jersey Intermediate Municipal
                                        Bond Fund++;
                                   Dreyfus New Jersey Municipal Bond Fund,
                                        Inc.++;
                                   Dreyfus 100% U.S. Treasury Intermediate
                                   Term Fund++;
                                   Dreyfus 100% U.S. Treasury Long Term
                                        Fund++;
                                   Dreyfus 100% U.S. Treasury Money Market
                                        Fund++;
                                   Dreyfus 100% U.S. Treasury Short Term
                                        Fund++;
                                   Dreyfus Pennsylvania Intermediate
                                        Municipal Bond Fund++;
                                   Dreyfus Short-Term Income Fund, Inc.++;
                                   Dreyfus Strategic Growth, L.P.++;
                                   Dreyfus Strategic Income++;
                                   Dreyfus Strategic Investing++;
                                   Dreyfus Strategic Municipal Bond Fund,
                                        Inc.++;
                                   Dreyfus Strategic Municipals, Inc.++;
                                   Dreyfus Variable Investment Fund++;
                                   Dreyfus-Wilshire Target Funds, Inc.++;
                                   Dreyfus Worldwide Dollar Money Market
                                        Fund, Inc.++;
                                   General California Municipal Bond Fund,
                                        Inc.++;
                                   Peoples Index Fund, Inc.++;
                                   Peoples S&P MidCap Index Fund, Inc.++;
                              Director:
                                   World Balanced Fund++++;
                              Secretary:
                                   Dreyfus Appreciation Fund, Inc.++;
                                   Dreyfus BASIC Municipal Money Market Fund,
                                        Inc.++;
                                   Dreyfus California Tax Exempt Bond Fund,
                                        Inc.++;
                                   Dreyfus California Tax Exempt Money Market
                                        Fund++;
                                   Dreyfus Capital Value Fund (A Premier
                                        Fund)++;
                                   Dreyfus Cash Management++;
                                   Dreyfus Cash Management Plus, Inc.++;
                                   Dreyfus Connecticut Municipal Money Market
                                        Fund, Inc.++;
                                   The Dreyfus Consumer Credit Corporation*;
                                   Dreyfus Consumer Life Insurance Company*;
MARK N. JACOBS                     Dreyfus Florida Intermediate Municipal
(cont'd)                                Bond Fund++;
                                   Dreyfus GNMA Fund, Inc.++;
                                   Dreyfus Government Cash Management++;
                                   Dreyfus Growth and Income Fund, Inc.++;
                                   Dreyfus Growth Opportunity Fund, Inc.++;
                                   Dreyfus Institutional Short Term
                                        Treasury Fund++;
                                   Dreyfus Insured Municipal Bond Fund,
                                        Inc.++;
                                   Dreyfus Intermediate Municipal Bond Fund,
                                        Inc.++;
                                   Dreyfus Investors GNMA Fund++;
                                   Dreyfus Management, Inc.*;
                                   Dreyfus Massachusetts Municipal Money
                                   Market Fund++;
                                   Dreyfus Massachusetts Tax Exempt Bond
                                        Fund++;
                                   Dreyfus Michigan Municipal Money Market
                                        Fund, Inc.++;
                                   Dreyfus Municipal Cash Management Plus++;
                                   Dreyfus New Jersey Municipal Money Market
                                        Fund, Inc.++;

                                   Dreyfus New Leaders Fund, Inc.++;
                                   Dreyfus New York Insured Tax Exempt Bond
                                        Fund++;
                                   Dreyfus New York Municipal Cash
                                        Management++;
                                   Dreyfus New York Tax Exempt Bond Fund,
                                        Inc.++;
                                   Dreyfus New York Tax Exempt Intermediate
                                        Bond Fund++;
                                   Dreyfus New York Tax Exempt Money Market
                                        Fund++;
                                   Dreyfus Ohio Municipal Money Market Fund,
                                        Inc.++;
                                   Dreyfus Pennsylvania Municipal Money
                                        Market Fund++;
                                   Dreyfus Short-Intermediate Government
                                        Fund++;
                                   Dreyfus Short-Intermediate Municipal Bond
                                        Fund++;
                                   The Dreyfus Socially Responsible Growth
                                        Fund, Inc.++;
                                   Dreyfus Tax Exempt Cash Management++;
                                   The Dreyfus Third Century Fund, Inc.++;
                                   Dreyfus Treasury Cash Management++;
                                   Dreyfus Treasury Prime Cash Management++;
                                   First Prairie Cash Management++;
                                   First Prairie Diversified Asset Fund++;
                                   First Prairie Money Market Fund++;
                                   First Prairie Municipal Money Market
                                        Fund++;
                                   First Prairie Tax Exempt Bond Fund,
                                        Inc. ++;
                                   First Prairie U.S. Government Income
                                        Fund++;
MARK N. JACOBS                     First Prairie U.S. Treasury Securities
(cont'd)                                Cash Management++;
                                   FN Network Tax Free Money Market Fund,
                                        Inc.++;
                                   General California Municipal Money Market
                                        Fund++;
                                   General Government Securities Money Market
                                        Fund, Inc.++;
                                   General Money Market Fund, Inc.++;
                                   General Municipal Bond Fund, Inc.++;
                                   General Municipal Money Market Fund,
                                        Inc.++;
                                   General New York Municipal Bond Fund,
                                        Inc.++;
                                   General New York Municipal Money Market
                                        Fund++;
                                   Pacific American Fund+++++;
                                   Premier Insured Municipal Bond Fund++;
                                   Premier California Municipal Bond Fund++;
                                   Premier GNMA Fund++;
                                   Premier Growth Fund, Inc.++;
                                   Premier Municipal Bond Fund++;
                                   Premier New York Municipal Bond Fund++;
                                   Premier State Municipal Bond Fund++;
                              Assistant Secretary:
                                   Dreyfus Service Organization, Inc.*;
                                   Major Trading Corporation*;
                                   The Truepenny Corporation*
CHRISTINE PAVALOS             Assistant Secretary:
Assistant Secretary                Dreyfus A Bonds Plus, Inc.++;
                                   Dreyfus Acquisition Corporation*;
                                   Dreyfus Appreciation Fund, Inc.++;
                                   Dreyfus Asset Allocation Fund, Inc.++;
                                   Dreyfus Balanced Fund, Inc.++;
                                   Dreyfus BASIC Money Market Fund, Inc.++;
                                   Dreyfus BASIC Municipal Money Market Fund,
                                        Inc.++;
                                   Dreyfus BASIC U.S. Government Money Market
                                        Fund++;
                                   Dreyfus California Intermediate Municipal
                                        Bond Fund++;
                                   Dreyfus California Municipal Income,
                                        Inc.++;
                                   Dreyfus California Tax Exempt Bond Fund,
                                        Inc.++;
                                   Dreyfus California Tax Exempt Money Market
                                        Fund++;
                                   Dreyfus Capital Growth Fund (A Premier
                                        Fund)++;
                                   Dreyfus Capital Value Fund, (A Premier
                                        Fund)++;
                                   Dreyfus Cash Management++;
                                   Dreyfus Cash Management Plus, Inc.++;
                                   Dreyfus Connecticut Intermediate
                                        Municipal Bond Fund++;
                                   Dreyfus Connecticut Municipal Money Market
                                        Fund, Inc.++;
CHRISTINE PAVALOS                  Dreyfus Edison Electric Index Fund,
(cont'd)                                Inc.++;
                                   Dreyfus Florida Intermediate Municipal
                                        Bond Fund++;
                                   Dreyfus Florida Municipal Money Market
                                        Fund++;
                                   Dreyfus Focus Funds, Inc.++;
                                   The Dreyfus Fund Incorporated++;
                                   Dreyfus Global Growth, L.P. (A Strategic
                                        Fund)++;
                                   Dreyfus Global Investing++;
                                   Dreyfus GNMA Fund, Inc.++;
                                   Dreyfus Government Cash Management++;
                                   Dreyfus Growth Allocation Fund,
                                        Inc.++;
                                   Dreyfus Growth and Income, Inc.++;
                                   Dreyfus Growth Opportunity Fund, Inc.++;
                                   Dreyfus Institutional Money Market Fund++;
                                   Dreyfus Institutional Short Term
                                        Treasury Fund++;
                                   Dreyfus Insured Municipal Bond Fund,
                                        Inc.++;
                                   Dreyfus Intermediate Municipal Bond Fund,
                                        Inc.++;
                                   Dreyfus International Equity Fund, Inc.++;
                                   Dreyfus Investors GNMA Fund++;
                                   Dreyfus Life and Annuity Index Fund,
                                        Inc.++;
                                   Dreyfus Liquid Assets, Inc.++;
                                   Dreyfus Management, Inc.*;
                                   Dreyfus Massachusetts Intermediate
                                        Municipal Bond Fund++;
                                   Dreyfus Massachusetts Municipal Money
                                        Market Fund++;
                                   Dreyfus Massachusetts Tax Exempt Bond
                                        Fund++;
                                   Dreyfus Michigan Municipal Money Market
                                        Fund, Inc.++;
                                   Dreyfus Money Market Instruments, Inc.++;
                                   Dreyfus Municipal Bond Fund, Inc.++;
                                   Dreyfus Municipal Cash Management Plus++;
                                   Dreyfus Municipal Income, Inc.++;
                                   Dreyfus Municipal Money Market Fund,
                                        Inc.++;
                                   Dreyfus New Jersey Intermediate Municipal
                                        Bond Fund++;
                                   Dreyfus New Jersey Municipal Bond Fund,
                                        Inc.++;
                                   Dreyfus New Jersey Municipal Money Market
                                        Fund, Inc.++;
                                   Dreyfus New Leaders Fund, Inc.++;
                                   Dreyfus New York Insured Tax Exempt Bond
                                        Fund++;
                                   Dreyfus New York Municipal Cash
                                        Management++;
                                   Dreyfus New York Municipal Income, Inc.++;
                                   Dreyfus New York Tax Exempt Bond Fund,
                                        Inc.++;
CHRISTINE PAVALOS                  Dreyfus New York Tax Exempt Intermediate
(cont'd)                                Bond Fund++;
                                   Dreyfus New York Tax Exempt Money Market
                                        Fund++;
                                   Dreyfus Ohio Municipal Money Market Fund,
                                        Inc.++;
                                   Dreyfus 100% U.S. Treasury Intermediate
                                        Term Fund++;
                                   Dreyfus 100% U.S. Treasury Long Term
                                        Fund++;
                                   Dreyfus 100% U.S. Treasury Money Market
                                        Fund++;
                                   Dreyfus 100% U.S. Treasury Short Term
                                        Fund++;
                                   Dreyfus Pennsylvania Intermediate
                                        Municipal Bond Fund++;
                                   Dreyfus Pennsylvania Municipal Money
                                        Market Fund++;
                                   Dreyfus Service Corporation*;
                                   Dreyfus Short-Intermediate Government
                                        Fund++;
                                   Dreyfus Short-Intermediate Municipal Bond
                                        Fund++;
                                   Dreyfus Short-Term Income Fund, Inc.++;
                                   The Dreyfus Socially Responsible Growth
                                        Fund, Inc.++;
                                   Dreyfus Strategic Governments Income,
                                        Inc.++;
                                   Dreyfus Strategic Growth, L.P.++;
                                   Dreyfus Strategic Income++;
                                   Dreyfus Strategic Investing++;
                                   Dreyfus Strategic Municipal Bond Fund,
                                        Inc.++;
                                   Dreyfus Strategic Municipals, Inc.++;
                                   Dreyfus Tax Exempt Cash Management++;
                                   The Dreyfus Third Century Fund, Inc.++;
                                   Dreyfus Treasury Cash Management++;
                                   Dreyfus Treasury Prime Cash Management++;
                                   Dreyfus Variable Investment Fund++;
                                   Dreyfus-Wilshire Target Funds, Inc.++;
                                   Dreyfus Worldwide Dollar Money Market
                                        Fund, Inc.++;
                                   First Prairie Cash Management++;
                                   First Prairie Diversified Asset Fund++;
                                   First Prairie Money Market Fund++;
                                   First Prairie Tax Exempt Bond Fund,
                                        Inc. ++;
                                   First Prairie Municipal Money Market
                                        Fund++;
                                   First Prairie U.S. Government Income
                                        Fund++;
                                   First Prairie U.S. Treasury Securities
                                        Cash Management++;
                                   FN Network Tax Free Money Market Fund,
                                        Inc.++;
                                   General California Municipal Bond Fund,
                                        Inc.++;
CHRISTINE PAVALOS                  General California Municipal Money Market
(cont'd)                                Fund++;
                                   General Government Securities Money Market
                                        Fund, Inc.++;
                                   General Money Market Fund, Inc.++;
                                   General Municipal Bond Fund, Inc.++;
                                   General Municipal Money Market Fund,
                                        Inc.++;
                                   General New York Municipal Bond Fund,
                                        Inc.++;
                                   General New York Municipal Money Market
                                        Fund++;
                                   Peoples Index Fund, Inc.++;
                                   Peoples S&P MidCap Index Fund, Inc.++;
                                   Premier Insured Municipal Bond Fund++;
                                   Premier California Municipal Bond Fund++;
                                   Premier GNMA Fund++;
                                   Premier Growth Fund, Inc.++;
                                   Premier Municipal Bond Fund++;
                                   Premier New York Municipal Bond Fund++;
                                   Premier State Municipal Bond Fund++;
                                   The Truepenny Corporation*

______________________________________

*       The address of the business so indicated is 200 Park Avenue, New
        York, New York 10166.
**      The address of the business so indicated is 80 Cutter Mill Road,
Great Neck, New York 11021.
***     The address of the business so indicated is 45 Broadway, New York,
        New York 10006.
****    The address of the business so indicated is Five Triad Center, Salt
        Lake City, Utah 84180.
+       The address of the business so indicated is Atrium Building, 80 Route
        4 East, Paramus, New Jersey 07652.
++      The address of the business so indicated is 144 Glenn Curtiss
        Boulevard, Uniondale, New York 11556-0144.
+++     The address of the business so indicated is One Rockefeller Plaza,
        New York, New York 10020.
++++    The address of the business so indicated is 2 Boulevard Royal,
        Luxembourg.
+++++   The address of the business so indicated is 800 West Sixth Street,
        Suite 1000, Los Angeles, California 90017.
++++++  The address of the business so indicated is Nassau, Bahama Islands.



Item 29.  Principal Underwriters
________  ______________________

     (a)  Other investment companies for which Registrant's principal
underwriter (exclusive distributor) acts as principal underwriter or
exclusive distributor:

           1)  Comstock Partners Strategy Fund, Inc.
           2)  Dreyfus A Bonds Plus, Inc.
           3)  Dreyfus Appreciation Fund, Inc.
           4)  Dreyfus Asset Allocation Fund, Inc.
           5)  Dreyfus Balanced Fund, Inc.
           6)  Dreyfus BASIC Money Market Fund, Inc.
           7)  Dreyfus BASIC Municipal Money Market Fund, Inc.
           8)  Dreyfus BASIC U.S. Government Money Market Fund
           9)  Dreyfus California Intermediate Municipal Bond Fund
          10)  Dreyfus California Tax Exempt Bond Fund, Inc.
          11)  Dreyfus California Tax Exempt Money Market Fund
          12)  Dreyfus Capital Value Fund, Inc.
          13)  Dreyfus Cash Management
          14)  Dreyfus Cash Management Plus, Inc.
          15)  Dreyfus Connecticut Intermediate Municipal Bond Fund
          16)  Dreyfus Connecticut Municipal Money Market Fund, Inc.
          17)  The Dreyfus Convertible Securities Fund, Inc.
          18)  Dreyfus Edison Electric Index Fund, Inc.
          19)  Dreyfus Florida Intermediate Municipal Bond Fund
          20)  Dreyfus Florida Municipal Money Market Fund
          21)  Dreyfus Focus Funds, Inc.
          22)  The Dreyfus Fund Incorporated
          23)  Dreyfus Global Growth, L.P. (A Strategic Fund)
          24)  Dreyfus Global Investing, Inc.
          25)  Dreyfus GNMA Fund, Inc.
          26)  Dreyfus Government Cash Management
          27)  Dreyfus Growth and Income Fund, Inc.
          28)  Dreyfus Growth Opportunity Fund, Inc.
          29)  Dreyfus Institutional Money Market Fund
          30)  Dreyfus Institutional Short Term Treasury Fund
          31)  Dreyfus Insured Municipal Bond Fund, Inc.
          32)  Dreyfus Intermediate Municipal Bond Fund, Inc.
          33)  Dreyfus International Equity Fund, Inc.
          34)  Dreyfus Investors GNMA Fund
          35)  The Dreyfus Leverage Fund, Inc.
          36)  Dreyfus Life and Annuity Index Fund, Inc.
          37)  Dreyfus Liquid Assets, Inc.
          38)  Dreyfus Massachusetts Intermediate Municipal Bond Fund
          39)  Dreyfus Massachusetts Municipal Money Market Fund
          40)  Dreyfus Massachusetts Tax Exempt Bond Fund
          41)  Dreyfus Michigan Municipal Money Market Fund, Inc.
          42)  Dreyfus Money Market Instruments, Inc.
          43)  Dreyfus Municipal Bond Fund, Inc.
          44)  Dreyfus Municipal Cash Management Plus
          45)  Dreyfus Municipal Money Market Fund, Inc.
          46)  Dreyfus New Jersey Intermediate Municipal Bond Fund
          47)  Dreyfus New Jersey Municipal Bond Fund, Inc.
          48)  Dreyfus New Jersey Municipal Money Market Fund, Inc.
          49)  Dreyfus New Leaders Fund, Inc.
          50)  Dreyfus New York Insured Tax Exempt Bond Fund
          51)  Dreyfus New York Municipal Cash Management
          52)  Dreyfus New York Tax Exempt Bond Fund, Inc.
          53)  Dreyfus New York Tax Exempt Intermediate Bond Fund
          54)  Dreyfus New York Tax Exempt Money Market Fund
          55)  Dreyfus Ohio Municipal Money Market Fund, Inc.
          56)  Dreyfus 100% U.S. Treasury Intermediate Term Fund
          57)  Dreyfus 100% U.S. Treasury Long Term Fund
          58)  Dreyfus 100% U.S. Treasury Money Market Fund
          59)  Dreyfus 100% U.S. Treasury Short Term Fund
          60)  Dreyfus Pennsylvania Intermediate Municipal Bond Fund
          61)  Dreyfus Pennsylvania Municipal Money Market Fund
          62)  Dreyfus Short-Intermediate Government Fund
          63)  Dreyfus Short-Intermediate Municipal Bond Fund
          64)  Dreyfus Short-Term Income Fund, Inc.
          65)  The Dreyfus Socially Responsible Growth Fund, Inc.
          66)  Dreyfus Strategic Growth, L.P.
          67)  Dreyfus Strategic Income
          68)  Dreyfus Strategic Investing
          69)  Dreyfus Tax Exempt Cash Management
          70)  The Dreyfus Third Century Fund, Inc.
          71)  Dreyfus Treasury Cash Management
          72)  Dreyfus Treasury Prime Cash Management
          73)  Dreyfus Variable Investment Fund
          74)  Dreyfus-Wilshire Target Funds, Inc.
          75)  Dreyfus Worldwide Dollar Money Market Fund, Inc.
          76)  First Prairie Cash Management
          77)  First Prairie Diversified Asset Fund
          78)  First Prairie Money Market Fund
          79)  First Prairie Municipal Money Market Fund
          80)  First Prairie Tax Exempt Bond Fund, Inc.
          81)  First Prairie U.S. Government Income Fund
          82)  First Prairie U.S. Treasury Securities Cash Management
          83)  FN Network Tax Free Money Market Fund, Inc.
          84)  General California Municipal Bond Fund, Inc.
          85)  General California Municipal Money Market Fund
          86)  General Government Securities Money Market Fund, Inc.
          87)  General Money Market Fund, Inc.
          88)  General Municipal Bond Fund, Inc.
          89)  General Municipal Money Market Fund, Inc.
          90)  General New York Municipal Bond Fund, Inc.
          91)  General New York Municipal Money Market Fund
          92)  Pacific American Fund
          93)  Peoples Index Fund, Inc.
          94)  Peoples S&P MidCap Index Fund, Inc.
          95)  Premier Insured Municipal Bond Fund
          96)  Premier California Municipal Bond Fund
          97)  Premier GNMA Fund
          98)  Premier Growth Fund, Inc.
          99)  Premier Municipal Bond Fund
          100) Premier New York Municipal Bond Fund
          101) Premier State Municipal Bond Fund



(b)
                                                             Positions and
Name and principal        Positions and offices with         offices with
business address          Dreyfus Service Corporation        Registrant
__________________        ___________________________        _____________

Howard Stein*             Chairman of the Board                   Director

Robert H. Schmidt*        President and Director                  None

Joseph S. DiMartino*      Executive Vice President and Director   Director,
                                                                  President
                                                                  and
                                                                  Investment
                                                                  Officer

Lawrence M. Greene*       Executive Vice President and Director   None

Julian M. Smerling*       Executive Vice President and Director   None

Elie M. Genadry*          Executive Vice President                None

Henry D. Gottmann*        Executive Vice President                None

Donald A. Nanfeldt*       Executive Vice President                None

Kevin Flood*              Senior Vice President                   None

Roy Gross*                Senior Vice President                   None

Irene Papadoulis**        Senior Vice President                   None

Kirk Stumpp*              Senior Vice President and               None
                               Director of Marketing

Diane M. Coffey*          Vice President                          None

Walter T. Harris*         Vice President                          None

William Harvey*           Vice President                          None

Adwick Pinnock**          Vice President                          None

George Pirrone*           Vice President/Trading                  None

Karen Rubin Waldmann*     Vice President                          None

Peter D. Schwab*          Vice President/New Products             None

Michael Anderson*         Assistant Vice President                None

Carolyn Sobering*         Assistant Vice President-Trading        None

Daniel C. Maclean*        Secretary                               Secretary

Robert F. Dubuss*         Treasurer                               None

Maurice Bendrihem*        Controller                              None

Michael J. Dolitsky*      Assistant Controller                    None

Susan Verbil Goldgraben*  Assistant Treasurer                     None

Christine Pavalos*        Assistant Secretary                     Assistant
                                                                  Secretary


Broker-Dealer Division of Dreyfus Service Corporation
=====================================================

                          Positions and offices with         Positions and
Name and principal        Broker-Dealer Division of          offices with
business address          Dreyfus Service Corporation        Registrant
__________________        ___________________________        _____________

Elie M. Genadry*          President                               None

Craig E. Smith*           Executive Vice President                None

Peter Moeller*            Vice President and Sales Manager        None

Kristina Williams
Pomano Beach, FL          Vice President-Administration           None

James Barr
Newton, MA                Regional Vice President                 None

Mary B. Brundage
Pasadena, CA              Regional Vice President                 None

Edward Donley
Latham, NY                Regional Vice President                 None

Thomas Ellis
Ranchero Murietta, CA     Regional Vice President                 None

Glenn Farinacci*          Regional Vice President                 None

Peter S. Ferrentino
San Francisco, CA         Regional Vice President                 None

William Frey
Hoffman Estates, IL       Regional Vice President                 None

Suzanne Haley
Tampa, FL                 Regional Vice President                 None

Philip Jochem
Warrington, PA            Regional Vice President                 None

Richard P. Kundracik
Waterford, MI             Regional Vice President                 None

Michael Lane
Beaver Falls, PA          Regional Vice President                 None

Fred Lanier
Atlanta, GA               Regional Vice President                 None

Beth Presson
Colchester, VT            Regional Vice President                 None

Joseph Reaves
New Orleans, LA           Regional Vice President                 None

Christian Renninger
Germantown, MD            Regional Vice President                 None

Robert J. Richardson
Houston, TX               Regional Vice President                 None

Kurt Wiessner
Minneapolis, MN           Regional Vice President                 None


Institutional Services Division of Dreyfus Service Corporation
==============================================================

                          Positions and offices with         Positions and
Name and principal        Institutional Services Division    offices with
business address          of Dreyfus Service Corporation     Registrant
__________________        _______________________________    _____________

Elie M. Genadry*          President                               None

Donald A. Nanfeldt*       Executive Vice President                None

Charles Cardona**         Senior Vice President-                  None
                               Institutional Services

Stacy Alexander*          Vice President-Bank Wholesale           None

Eric Almquist*            Vice President-Eastern Regional         None
                               Sales Manager

James E. Baskin+++++++    Vice President-Institutional Sales      None

Kenneth Bernstein
Boca Raton, FL            Vice President-Bank Wholesale           None

Stephen Burke*            Vice President-Bank Wholesaler          None
                               Sales Manager

Laurel A. Diedrick
     Burrows***           Vice President-Bank Wholesale           None

Gary F. Callahan
Somerville, NJ            Vice President-Bank Wholesale           None

Daniel L. Clawson++++     Vice President-Institutional Sales      None

Anthony T. Corallo
San Francisco, CA         Vice President-Institutional Sales      None

Bonnie M. Cymbryla
Brewerton, NY             Vice President-Bank Wholesale           None

William Davis
Bellevue, WA              Vice President                          None

Steven Faticone*****      Vice-President-Bank Wholesale           None

William E. Findley****    Vice President                          None

Mary Genet*****           Vice President                          None

Melinda Miller Gordon*    Vice President                          None

Christina Haydt++         Vice President-Institutional Sales      None

Carol Anne Kelty*         Vice President-Institutional Sales      None

Gwenn Kessler*****        Vice President-Bank Wholesale           None

Nancy Knee++++            Vice President-Bank Wholesale           None

Bradford Lange*           Vice President-Bank Wholesale           None

Kathleen McIntyre
     Lewis++              Vice President-Western Regional         None
                               Sales Manager

Eva Machek*****           Vice President-Institutional Sales      None

Bradley R. Maybury
Seattle, WA               Vice President-Bank Wholesale           None

Mary McCabe***            Vice President-Bank Wholesale           None

James McNamara*****       Vice President-Institutional Sales      None

James Neiland*            Vice President-Bank Wholesale-          None
                               National Accounts Manager

Susan M. O'Connor*        Vice President-Institutional
                               Seminars                           None

Andrew Pearson+++         Vice President-Institutional Sales      None

Jean Heitzman Penny*****  Vice President-Institutional Sales      None

Dwight Pierce+            Vice President-Bank Wholesale           None

Lorianne Pinto*           Vice President-Bank Wholesale           None

Douglas Rentschler
Grosse Point Park, MI     Vice President-Bank Wholesale           None

Leah Ryan****             Vice President-Institutional Sales      None

Emil Samman*              Vice President-Institutional
                               Marketing                          None

Edward Sands*              Vice President-Institutional
                               Administration                     None

William Schalda*          Vice President-Institutional            None
                               Administration

Sue Ann Seefeld++++       Vice President-Institutional Sales      None

Brant Snavely
Charlotte, NC             Vice President-Bank Wholesale           None

Thomas Stallings
Richmond, VA              Vice President-Institutional Sales      None

Elizabeth Biordi          Vice President-Institutional
     Wieland*                  Administration                     None

Thomas Winnick
Malverne, PA              Vice President-Bank Wholesale           None

Jeanne Butler*            Assistant Vice President-
                               Institutional Operations           None

Roberta Hall*****         Assistant Vice President-
                               Institutional Servicing            None

Tracy Hopkins**           Assistant Vice President-
                               Institutional Operations           None

Lois Paterson*            Assistant Vice President-
                               Institutional Operations           None

Mary Rogers**             Assistant Vice President-
                               Institutional Servicing            None
Karen Markovic
     Shpall++++++         Assistant Vice President                None

Patrick Synan**           Assistant Vice President-
                               Institutional Support              None

Emilie Tongalson**         Assistant Vice President-
                               Institutional Servicing            None

Carolyn Warren Stein++    Assistant Vice President-
                               Institutional Servicing            None

Tonda Watson****          Assistant Vice President-
                               Institutional Sales                None


Group Retirement Plans Division of Dreyfus Service Corporation
==============================================================

                          Positions and offices with         Positions and
Name and principal        Group Retirement Plans Division    offices with
business address          of Dreyfus Service Corporation     Registrant
__________________        _______________________________    _____________

Elie M. Genadry*          President                               None

Robert W. Stone*          Executive Vice President                None

Leonard Larrabee*         Vice President and Senior Counsel       None

George Anastasakos*       Vice President                          None

Bart Ballinger++          Vice President-Sales                    None

Paula Cleary*             Vice President-Marketing                None

Ellen S. Dinas*           Vice President-Marketing/Communications None

William Gallagher*        Vice President-Sales                    None

Brent Glading*            Vice President-Sales                    None

Jeffrey Lejune
Dallas, TX                Vice President-Sales                    None

Samuel Mancino**          Vice President-Installation             None

Joanna Morris*            Vice President-Sales                    None

Joseph Pickert++          Vice President-Sales                    None

Alison Saunders**         Vice President-Enrollment               None

Scott Zeleznik*           Vice President-Sales                    None

Alana Zion*               Vice President-Sales                    None

Jeffrey Blake*            Assistant Vice President-Sales          None

 _____________________________________________________



*          The address of the offices so indicated is 200 Park Avenue, New
             York, New York 10166
**         The address of the offices so indicated is 144 Glenn Curtiss
             Boulevard, Uniondale, New York 11556-0144.
***        The address of the offices so indicated is 580 California Street,
             San Francisco, California 94104.
****       The address of the offices so indicated is 3384 Peachtree Road,
             Suite 100, Atlanta, Georgia 30326-1106.
*****      The address of the offices so indicated is 190 South LaSalle
             Street, Suite 2850, Chicago, Illinois 60603.
+          The address of the offices so indicated is P.O. Box 1657, Duxbury,
             Massachusetts 02331.
++         The address of the offices so indicated is 800 West Sixth Street,
             Suite 1000, Los Angeles, California 90017.
+++        The address of the offices so indicated is 11 Berwick Lane,
             Edgewood, Rhode Island 02905.
++++       The address of the offices so indicated is 1700 Lincoln Street,
             Suite 3940, Denver, Colorado 80203.
+++++      The address of the offices so indicated is 6767 Forest Hill
             Avenue, Richmond, Virginia 23225.
++++++     The address of the offices so indicated is 2117 Diamond Street,
             San Diego, California 92109.
+++++++    The address of the offices so indicated is P.O. Box 757,
             Holliston, Massachusetts 01746.

 Item 30.    Location of Accounts and Records
            ________________________________

            1.  The Shareholder Services Group, Inc.,
                a subsidiary of First Data Corporation
                P.O. Box 9671
                Providence, Rhode Island 02940-9671

            2.  The Bank of New York
                110 Washington Street
                New York, New York 10286

            3.  The Dreyfus Corporation
                200 Park Avenue
                New York, New York 10166

Item 31.    Management Services
_______     ___________________

            Not Applicable

Item 32.    Undertakings
________    ____________

  (1)       To call a meeting of shareholders for the purpose of voting upon
the question of removal of a director or directors when requested in writing
to do so by the holders of at least 10% of the Registrant's outstanding
shares of common stock and in connection with such meeting to comply with
the provisions of Section 16(c) of the Investment Company Act of 1940
relating to shareholder communications.



                                                Other Exhibit (b)


             DREYFUS MONEY MARKET INSTRUMENTS, INC.

                Assistant Secretary's Certificate

          The undersigned, Christine Pavalos, Assistant Secretary
of Dreyfus Money Market Instruments, Inc. (the "Fund"), hereby
certifies that set forth below is a copy of the resolution
adopted by the Fund's Board of Directors at a meeting of the
Board of Directors on March 12, 1990, authorizing the signing by
Mark N. Jacobs, Robert R. Mullery and Daniel C. Maclean on behalf
of the proper officers of the Fund pursuant to a power of
attorney:

          RESOLVED, that the Registration Statement and
any and all amendments and supplements thereto may be signed by
any one of Mark N. Jacobs, Robert R. Mullery and Daniel C.
Maclean as the attorney-in-fact for the proper officers of the
Fund, with full power of substitution and resubstitution; and
that the appointment of each of such persons as such attorney-in-
fact hereby is authorized and approved; and that such attorneys-
in-fact, and each of them, shall have full power and authority to
do and perform each and every act and thing requisite and
necessary to be done in connection with such Registration
Statement and any and all amendments and supplements thereto, as
fully to all intents and purposes as the officer for whom he or
she is acting as attorney-in-fact, might or could do in person.

          IN WITNESS WHEREOF, I have hereunto signed my name and
affixed the seal of the Fund on March 25, 1994.





                         ____________________________________
                         Christine Pavalos
                         Assistant Secretary


(SEAL)

                                                            Other Exhibit




                               POWER OF ATTORNEY


     The undersigned hereby constitutes and appoints Mark N. Jacobs, Daniel
C. Maclean and Robert B. Mullery, and each of them, with full power to act
without the other, his true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution, for him and in his name,
place and stead, in any and all capacities (until revoked in writing) to sign
any and all amendments to the Registration Statement (including post-
effective amendments and amendments thereto), and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing ratifying and confirming all that said attorneys-in-fact
and agents or any of them, or their or [his][her] substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.


                                    Dreyfus Money Market Instruments, Inc.
                                    ________________________________________
                                                  March 25, 1994

_________________________________
Bert W. Wasserman
Director



                                  SIGNATURES
                                  __________

   

     Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it meets all of
the requirements for effectiveness of this Amendment to the Registration
Statement pursuant to Rule 485(b) under the Securities Act of 1933 and has
duly caused this Amendment to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of New
York, and State of New York on the 25th day of March, 1994.
    

                  DREYFUS MONEY MARKET INSTRUMENTS, INC.


                  BY:/s/Joseph S. DiMartino*
                     JOSEPH S. DIMARTINO, PRESIDENT


     Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, this Amendment to the Registration Statement
has been signed below by the following persons in the capacities and on the
date indicated.

       Signatures                        Title                       Date
__________________________     ______________________________     __________
   


/s/Joseph S. DiMartino*        President (Principal Executive      3/25/94
______________________________ Officer) and Director
Joseph S. DiMartino
    
   

/s/John J. Pyburn*             Treasurer (Principal Financial      3/25/94
_____________________________  Officer)
John J. Pyburn
    
   

/s/Paul R. Casti, Jr.*         Controller (Principal Accounting    3/25/94
______________________________ Officer)
Paul R. Casti, Jr.
    
   

/s/John M. Fraser, Jr.*        Director                            3/25/94
_____________________________
John M. Fraser, Jr.
    
   

/s/Robert R. Glauber*          Director                            3/25/94
_____________________________
Robert R. Glauber
    
   

/s/James F. Henry*             Director                            3/25/94
_____________________________
James F. Henry
    
   

/s/Rosalind G. Jacobs*         Director                            3/25/94
_____________________________
Rosalind G. Jacobs
    
   

/s/Irving Kristol*             Director                            3/25/94
_____________________________
Irving Kristol
    
   

/s/Paul A. Marks*              Director                            3/25/94
_____________________________
Paul A. Marks
    
   

/s/Martin Peretz*              Director                            3/25/94
_____________________________
Martin Peretz
    
   

/s/Howard Stein*               Director                            3/25/94
_____________________________
Howard Stein
    
   

/s/Bert W. Wasserman*          Director                            3/25/94
_____________________________
Bert W. Wasserman
    


BY:  Robert R. Mullery*
     __________________________
     Robert R. Mullery,
     Attorney-in-Fact


             DREYFUS MONEY MARKET INSTRUMENTS, INC.

                    SHAREHOLDER SERVICES PLAN


          Introduction:  It has been proposed that the above-
captioned investment company (the "Fund") adopt a Shareholder
Services Plan (the "Plan") under which the Fund would reimburse
the Fund's distributor, Dreyfus Service Corporation (the
"Distributor"), for certain allocated expenses of providing
personal services and/or maintaining shareholder accounts.  The
Plan is not to be adopted pursuant to Rule 12b-1 under the
Investment Company Act of 1940, as amended (the "Act"), and the
fee under the Plan is intended to be a "service fee" as defined
in Article III, Section 26 (a "Service Fee"), of the NASD Rules
of Fair Practice (the "NASD Rules").
          The Fund's Board, in considering whether the Fund
should implement a written plan, has requested and evaluated
such information as it deemed necessary to an informed
determination as to whether a written plan should be implemented
and has considered such pertinent factors as it deemed necessary
to form the basis for a decision to use Fund assets for such
purposes.
          In voting to approve the implementation of such a
plan, the Board has concluded, in the exercise of its reasonable
business judgment and in light of applicable fiduciary duties,
that there is a reasonable likelihood that the plan set forth
below will benefit the Fund and its shareholders.
          The Plan:  The material aspects of this Plan are as
follows:
          1.   The Fund shall reimburse the Distributor an
amount not to exceed an annual rate of .25 of 1% of the value of
the Fund's average daily net assets attributable to each
class of the Fund's shares, for its allocated expenses of
providing personal services to shareholders of the respective
class and/or maintaining shareholder accounts; provided that, at
no time, shall the amount paid to the Distributor under this
Plan, together with amounts otherwise paid by the Fund as a
Service Fee under the NASD Rules, exceed the maximum amount then
payable under the NASD Rules as a Service Fee.  The amount of
such reimbursement shall be based on an expense allocation
methodology prepared by the Distributor annually and approved by
the Fund's Board or on any other basis from time to time deemed
reasonable by the Fund's Board.
          2.   For the purposes of determining the fees payable
under this Plan, the value of the net assets attributable to
each class of Fund shares shall be computed in the manner
specified in the Fund's Articles of Incorporation for the
computation of the value of the Fund's net assets attributable
to such a class.
          3.   The Board shall be provided, at least quarterly,
with a written report of all amounts expended pursuant to this
Plan.  The report shall state the purpose for which the amounts
were expended.
          4.   This Plan will become effective immediately upon
approval by a majority of the Board members, including a
majority of the Board members who are not "interested persons"
(as defined in the Act) of the Fund and have no direct or
indirect financial interest in the operation of this Plan or in
any agreements entered into in connection with this Plan,
pursuant to a vote cast in person at a meeting called for the
purpose of voting on the approval of this Plan.
          5.   This Plan shall continue for a period of one year
from its effective date, unless earlier terminated in accordance
with its terms, and thereafter shall continue automatically for
successive annual periods, provided such continuance is approved
at least annually in the manner provided in paragraph 4 hereof.
          6.   This Plan may be amended at any time by the
Board, provided that any material amendments of the terms of
this Plan shall become effective only upon approval as provided
in paragraph 4 hereof.
          7.   This Plan is terminable without penalty at any
time by vote of a majority of the Board members who are not
"interested persons" (as defined in the Act) of the Fund and
have no direct or indirect financial interest in the operation
of this Plan or in any agreements entered into in connection
with this Plan.

Dated:  June 23, 1993


 







                      CONSENT OF INDEPENDENT AUDITORS



We consent to the reference to our firm under the captions "Condensed
Financial Information" and "Custodian, Transfer and Dividend Disbursing
Agent, Counsel and Independent Auditors" and to the use of our report
dated February 3, 1994 in this Registration Statement (Form N-1A No.
2-52718) of Dreyfus Money Market Instruments, Inc.



                                                ERNST & YOUNG


New York, New York
March 25, 1994









          DREYFUS MONEY MARKET INSTRUMENTS, INC.
               GOVERNMENT SECURITIES SERIES


Value of Account    12/24/93                           $ 1.000000000
+ Dividend on       12/25/93 $ 0.000129357
+ Dividend on       12/27/93   0.000065539
+ Dividend on       12/28/93   0.000065352
+ Dividend on       12/29/93   0.000064152
+ Dividend on       12/30/93   0.000063761
+ Dividend on       12/31/93   0.000066164               0.000454325
                                                        -------------
Value of Account    12/31/93                             1.000454325
Less the value of account     12/24/93                  (1.000000000)
                                                        -------------
                   Change in Account                     0.000454325
Divided by value of account   12/24/93                   1.000000000
                                                        -------------
                   Base Period Return                    0.000454325
                                                        =============

Annualized Seven Day Yield   ( 0.000454325 x    365 / 7)        2.37%
                                                        =============




Value of Account    12/24/93                           $ 1.000000000
+ Dividend on       12/25/93 $ 0.000129357
+ Dividend on       12/27/93   0.000065539
+ Dividend on       12/28/93   0.000065352
+ Dividend on       12/29/93   0.000064152
+ Dividend on       12/30/93   0.000063761
+ Dividend on       12/31/93   0.000066164               0.000454325
                                                        -------------
Value of Account    12/31/93                             1.000454325
Less the value of account     12/24/93                  (1.000000000)
                                                        -------------
                   Change in Account                     0.000454325
Divided by value of account   12/24/93                   1.000000000
                                                        -------------
                   Base Period Return                    0.000454325
                                                        =============

                                               365/7
Annualized Effective Yield [ ( 0.000454325  +1)     ]-1         2.40%
                                                        =============




          DREYFUS MONEY MARKET INSTRUMENTS, INC.
                    MONEY MARKET SERIES


Value of Account    12/24/93                           $ 1.000000000
+ Dividend on       12/25/93 $ 0.000140030
+ Dividend on       12/27/93   0.000070970
+ Dividend on       12/28/93   0.000069788
+ Dividend on       12/29/93   0.000070001
+ Dividend on       12/30/93   0.000069787
+ Dividend on       12/31/93   0.000070826               0.000491402
                                                        -------------
Value of Account    12/31/93                             1.000491402
Less the value of account     12/24/93                  (1.000000000)
                                                        -------------
                   Change in Account                     0.000491402
Divided by value of account   12/24/93                   1.000000000
                                                        -------------
                   Base Period Return                    0.000491402
                                                        =============

Annualized Seven Day Yield   ( 0.000491402 x    365 / 7)        2.56%
                                                        =============




Value of Account    12/24/93                           $ 1.000000000
+ Dividend on       12/25/93 $ 0.000140030
+ Dividend on       12/27/93   0.000070970
+ Dividend on       12/28/93   0.000069788
+ Dividend on       12/29/93   0.000070001
+ Dividend on       12/30/93   0.000069787
+ Dividend on       12/31/93   0.000070826               0.000491402
                                                        -------------
Value of Account    12/31/93                             1.000491402
Less the value of account     12/24/93                  (1.000000000)
                                                        -------------
                   Change in Account                     0.000491402
Divided by value of account   12/24/93                   1.000000000
                                                        -------------
                   Base Period Return                    0.000491402
                                                        =============

                                               365/7
Annualized Effective Yield [ ( 0.000491402  +1)     ]-1         2.59%
                                                        =============



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