DREYFUS GROWTH OPPORTUNITY FUND INC
N-30D, 1995-04-25
Previous: DOVER CORP, 10-Q, 1995-04-25
Next: DUCOMMUN INC /DE/, 10-Q, 1995-04-25





LETTER TO SHAREHOLDERS
Dear Shareholder:
    During the 12-month period under review, the Fund operated in an
environment that exhibited very strong economic growth. In fact, the rate of
economic growth strengthened during each quarter of 1994, causing the Federal
Reserve Board to increase interest rates six times during calendar year 1994.
As a result, as the fiscal year closed, economists were generally in a state
of confusion as to the current state of the economic expansion. However, they
were almost universally of the opinion that the economy was still exhibiting
growth, but would probably expand at a slower rate in 1995 compared to the
torrid pace exhibited during the last quarter of calendar 1994.
ECONOMIC PROSPECTS
    We currently are of the opinion that the global economy will continue to
expand during 1995 and further believe that the expansion will continue
during 1996. There are, however, some domestic U.S. forces at work that we
believe will likely slow 1995's strong rate of global growth compared to
1994. Specifically, in our view, the Federal Reserve Board's induced rise in
U.S. interest rates can be identified as a core cause for global economic
slowing. Higher U.S. rates will eventually dampen domestic economic growth
and thus cause U.S. imports to slow, affecting some of our trade partners
negatively. Further, we believe higher U.S. interest rates will siphon some
capital out of the world's markets that would otherwise have flowed into
economies, both developed and less developed, and this will retard their
respective growth rates.
    Potentially more corrosive to the global financial system are situations
such as Mexico, to the extent the rise in U.S. interest rates acted as a
catalyst for their problems. At this moment, it is not clear how severely
Mexico's problems will affect Brazil and Argentina. All that is certain is
that the Federal Reserve, given time, clearly has the power to slow domestic
economic growth and consequently affect international economic growth
negatively. The Federal Reserve clearly means business in its efforts to slow
domestic economic growth below a rate of 2 1/2%, their apparent perceived
ceiling on long-term Gross Domestic Product growth, before such growth causes
inflation problems. Hopefully, the end result of their actions will be a
domestic and global economy that will continue to expand during the rest of
1995 and 1996, but at a slower, more manageable rate than 1994.
THE YEAR'S RESULTS
    The performance of the Fund for the year as a whole lagged the major
averages, reflecting a very difficult year for the market. The Fund's
performance during the year was as follows: For the three months ended
February 28, 1995, the total return for Dreyfus Growth Opportunity Fund was
7.39%; 2.11% for the six months ended on that date; 3.40% for the nine months
ended on that date; and -2.11% for the 12 months ended February 28, 1995.*
The comparable figures for the Standard & Poor's 500 Composite Stock Price
Index, for the same time periods, were 8.16%, 3.96%, 9.03% and 7.35%,
respectively.**
    A closer examination of the numbers, however, is somewhat more
heartening. First, while the Fund started this year in the third quartile of
its peer group (Lipper Growth Funds), and ended in the third quartile,
reflecting the year's overall performance, most of the difficulties were
incurred during the first half of the year. The Fund climbed to the second
quartile in terms of the last six months' performance and finished in the
first quartile for the last quarter's performance. The problems concerning
performance for the most part were rooted in the technology and health care
holdings. The underlying causes for the underperformance have been identified
and addressed. In fact, much of the recent success of the Fund during the
last six months has come from our technology and health care holdings. Also,
energy, which occupies an overweighted position, was a modestly negative
contributor to performance. In spite of this, we believe the energy position
will turn out to be a positive contributor to the Fund's future performance.
FINANCIAL STOCKS
    From a small weighting at the beginning of the year, financial stocks now
represent the largest individual sector concentration. Regional banks such as
First Chicago and Bank of New York, global insurers such as American
International Group and EXEL, and strong niche insurers such as Transatlantic
Holdings all became attractively priced as the Federal Reserve raised
interest rates during 1994. As investment opportunities arose, the Fund
participated. Implied in this weighting is the assumption that domestic
interest rates, in our view, are probably close to peaking in this economic
cycle. Shareholders should be aware that we are very mindful of the turbulent
global financial environment and very selective in the individual issues that
comprise this position.
EMPHASIS ON ENERGY
    Energy was an important position at the beginning of 1994, and is now
more important. In spite of all the negative press about the market
performance of energy in general and natural gas in particular, domestic and
world oil prices have moved up several dollars during the year. We like
energy for several reasons, not the least of which is its much-out-of-favor
status on Wall Street. As a result, energy offers good value against an
encouraging background of rising global demand for energy. Much of the Fund's
focus is on corporations that offer excellent exposure to domestic reserves
or reserves in politically safe areas such as the North Sea; examples include
Louisiana Land & Exploration, Texaco, Amerada Hess and Anadarko Petroleum.
Energy is a situation we find increasingly intriguing as the U.S. relies on
oil imports for over half its domestic needs, often from politically unstable
areas. This geopolitical situation, coupled with low evaluations, offers
above-average appreciation potential.
THE ROLE OF TECHNOLOGY
    Technology represents a major concentration in the portfolio and, like
energy, was increased since the beginning of the year. Emphasis is on global
communications (Ericsson and Motorola), semiconductors (Intel and Texas
Instruments), and software (Microsoft). This focus is the mirror image to our
energy exposure, as technology is currently universally in favor. In spite of
our inclination to generally go against the trend, we find the reasons for
the current institutional overweighting in technology to be quite compelling.
We keep a vigilant eye on valuation and are ever mindful of the dangers of a
fawning market on specific groups. Some of the basic forces that are so
positive for technology include very strong demand for improved
communications (cheaper and faster) both in the developed and underdeveloped
nations. Semiconductor demand is soaring as the demand for smarter products
ranging from household appliances, autos, and even individual homes,
continues to increase. Further, the unrelenting drive by U.S. and foreign
firms to become more competitive via the use of more sophisticated technology
in manufacturing, continues unabated. We can see no reason in an expanding
global economy for these forces to diminish in the foreseeable future.
A PRESCRIPTION FOR HEALTH CARE
    Health care, while somewhat diminished in importance, still occupies a
very prominent place in the portfolio. Our focus is in select areas, such as
ethical drugs (Schering-Plough, Pfizer, SmithKline Beecham A.D.R., and
American Home Products) and health care delivery; specifically hospital
management companies and HMOs (Columbia/HCA Healthcare, United Healthcare,
and U.S. HealthCare). The former appear to have survived the Administration's
assault, probably due in no small measure to the realization that drugs make
up a relatively small portion of the nation's total cost for health care,
less than 10%. Possibly of more significance is the fact that drugs are often
the most effective means to improve health both individually and
collectively. Clearly, in less developed nations, drugs offer the fastest and
most cost-effective way to improve the population's health as increasing the
number of physicians is not possible in the short run, and often problematic
in the long term.
    The big savings in the cost of domestic health care have been and will
likely continue to come in the manner it is delivered. Here the nation's
largest hospital management company, Columbia/HCA Healthcare, is in the
forefront of earnings growth and in the implementation of successful
strategies to both drive down costs and to improve health care. HMOs such as
United Healthcare and U.S. HealthCare also continue to demonstrate strong
earnings growth while again delivering improved health care to an ever increas
ing percentage of the population. In the long run, U.S. demographics suggest
that the growth rate for health-related products and services will continue
to accelerate in the U.S. and in the rest of the world. The U.S. is fortunate
to have a number of health-related companies in the forefront of the global
health care revolution.
CAPITAL GOODS
    The capital goods category continues to have a prominent position in the
portfolio. This weighting reflects a rationale similar to that underlying the
commitment to technology, namely that the U.S., the developed nations in
general, and the rest of the world are in concert in their drive to improve
manufacturing efficiency, lower costs and improve infrastructure. It is
interesting to note that in this sector, more than others, we have a higher
international representation; BBC Brown Boveri builds power generation
facilities globally, Mitsubishi Heavy Industries is a direct way to
participate in the rebuilding of Japan's infrastructure, and in the U.S., the
position in Deere & Co. offers a way to participate in the U.S.'s ability to
both feed much of the world and meet its rising expectations for improving
living standards.
STRONGER COMMITMENTS, MORE RESEARCH
    The portfolio has changed somewhat from the beginning of the year. The
sizes of some of the positions are moderately larger, reflecting stronger
commitment and more research. The focus is on larger companies often dominant
in their industries. A tempering of the focus on growth and more emphasis on
buying opportunity seems appropriate at current market valuations. Our
approach, as always, is rooted in research, company visits and direct
contacts with managements.
                              Sincerely,
                             (Ernest G. Wiggins Signature logo)
                              Ernest G. Wiggins
                              Portfolio Manager
March 16, 1995
New York, N.Y.

        *      Total return represents the change during the period in a
     hypothetical account with dividends reinvested.
      **        SOURCE: LIPPER ANALYTICAL SERVICES, INC. - Reflects the
     reinvestment of income dividends and, where applicable, capital gain
     distributions. The Standard & Poor's 500 Composite Stock Price Index is
     a widely accepted unmanaged index of U.S. stock market performance.


DREYFUS GROWTH OPPORTUNITY FUND, INC.                        FEBRUARY 28, 1995
COMPARISON OF CHANGE IN VALUE OF $10,000 INVESTMENT IN DREYFUS GROWTH
OPPORTUNITY FUND, INC. AND THE STANDARD & POOR'S 500 COMPOSITE STOCK PRICE
INDEX


                              [Exhibit A]



(Years shown above are as of month end February)
*Source: Lipper Analytical Services, Inc.

<TABLE>
<CAPTION>

AVERAGE ANNUAL TOTAL RETURNS
          ONE YEAR ENDED            FIVE YEARS ENDED           TEN YEARS ENDED            FROM INCEPTION (2/4/72)
        FEBRUARY 28, 1995          FEBRUARY 28, 1995          FEBRUARY 28, 1995            TO FEBRUARY 28, 1995
      --------------------        --------------------      --------------------        ---------------------------
             <S>                         <C>                        <C>                           <C>
             (2.11%)                     7.27%                      10.96%                        10.82%
</TABLE>

Past performance is not predictive of future performance.
The above graph compares a $10,000 investment made in the Dreyfus Growth
Opportunity Fund on 2/4/72 (Inception Date) to a $10,000 investment made in
the Standard & Poor's 500 Composite Stock Price Index on that date. For
comparative purposes the value of the Index on 1/31/72 is used as the
beginning value on 2/4/72. All dividends and capital gain distributions are
reinvested.
The Fund's performance takes into account all applicable fees and expenses.
The Standard & Poor's 500 Composite Stock Price Index is a widely-accepted,
unmanaged index of overall stock market performance which does not take into
account charges, fees and other expenses. Further information relating to
Fund performance, including expense reimbursements, if applicable, is
contained in the Condensed Financial Information section of the Prospectus
and elsewhere in this report.



DREYFUS GROWTH OPPORTUNITY FUND, INC.                         FEBRUARY 28, 1995
ASSET ALLOCATION



                        [Exhibit B]




FIVE LARGEST SECTORS
                     Finance.................................18.7%
                     Energy..................................17.5
                     Health Care.............................13.4
                     Technology..............................12.9
                     Producer Manufacturing.................. 6.1

TEN LARGEST EQUITY HOLDINGS
                     Schlumberger............................ 4.1%
                     Transatlantic Holdings.................. 4.0
                     Texaco.................................. 3.9
                     Grace (W.R.)............................ 3.6
                     American International Group............ 3.3
                     Amerada Hess............................ 3.3
                     First Interstate Bancorp................ 3.2
                     Cooper Industries....................... 3.2
                     Time Warner............................. 3.1
                     Brown Boveri & Cie...................... 3.0

All percentages shown above are based on Total Net Assets.

Portfolio composition is subject to change.

<TABLE>
<CAPTION>

DREYFUS GROWTH OPPORTUNITY FUND, INC.
STATEMENT OF INVESTMENTS                                                                                FEBRUARY 28,1995
COMMON STOCKS--95.5%                                                                              SHARES                VALUE
                                                                                              --------------        -------------
              <S>                    <C>                                                             <C>             <C>
              CAPITAL GOODS--5.5%    Brown Boveri & Cie                                               13,000         $  11,313,939
                                     Deere & Co.............................                         100,000             7,662,500
                                     Mitsubishi Heavy Industries............                         250,000             1,576,554
                                                                                                                    --------------
                                                                                                                        20,552,993
                                                                                                                    --------------
          CONSUMER SERVICES--5.2%    Gaylord Entertainment, Cl. A                                    300,000             7,875,000
                                     Time Warner............................                         300,000            11,587,500
                                                                                                                    --------------
                                                                                                                        19,462,500
                                                                                                                    --------------
                    ENERGY--17.5%    Amerada Hess                                                    250,000            12,250,000
                                     Anadarko Petroleum.....................                         100,000             4,387,500
                                     Arethusa (OFF-Shore)...................                         250,000 (a)         3,156,250
                                     Dual Drilling..........................                         218,000 (a)         1,607,750
                                     Energy Service.........................                         300,000 (a)         3,525,000
                                     Louisiana Land & Exploration...........                         200,000             6,925,000
                                     Rowan Cos..............................                         250,000 (a)         1,562,500
                                     Schlumberger...........................                         270,000            15,356,250
                                     Sonat Offshore Drilling................                         100,000             2,087,500
                                     Texaco.................................                         225,000            14,343,750
                                                                                                                    --------------
                                                                                                                        65,201,500
                                                                                                                    --------------
                  FINANCE--18.7%     American International Group                                    120,000            12,450,000
                                     Bank of New York.......................                         160,000             5,360,000
                                     Comerica...............................                         170,000             4,781,250
                                     EXEL...................................                         200,000             8,525,000
                                     First Chicago..........................                         70,000              3,543,750
                                     First Interstate Bancorp...............                         145,000            11,799,375
                                     NationsBank............................                         50,000              2,493,750
                                     Shawmut National.......................                         123,000             3,151,875
                                     Transatlantic Holdings.................                         255,900            14,714,250
                                     Western National.......................                         250,000             2,968,750
                                                                                                                    --------------
                                                                                                                        69,788,000
                                                                                                                    --------------
               HEALTH CARE--13.4%    American Home Products                                          100,000             7,150,000
                                     Baxter International...................                         300,000             9,337,500
                                     Columbia/HCA Healthcare................                         200,000             8,275,000
                                     Genelabs Technologies..................                         166,667 (a)           250,000
                                     Pfizer.................................                          75,000             6,206,250
                                     Schering-Plough........................                          75,000             5,878,125
                                     SmithKline Beecham A.D.R...............                         100,000             3,887,500
                                     U.S. HealthCare........................                         100,000             4,300,000
                                     United Healthcare......................                         110,000             4,730,000
                                                                                                                    --------------
                                                                                                                        50,014,375
                                                                                                                    --------------
        INDUSTRIAL SERVICES--3.2%    WMX Technologies                                                345,000             9,099,375
                                     Wheelabrator Technology................                         200,000             2,750,000
                                                                                                                    --------------
                                                                                                                        11,849,375
                                                                                                                    --------------
         PROCESS INDUSTRIES--3.6%    Grace (W.R.)                                                    300,000            13,500,000
                                                                                                                    --------------

DREYFUS GROWTH OPPORTUNITY FUND, INC.
STATEMENT OF INVESTMENTS (CONTINUED)                                                               FEBRUARY 28,1995
COMMON STOCKS (CONTINUED)                                                                          SHARES                 VALUE
                                                                                              --------------        --------------
                 PRODUCER
              MANUFACTURING--6.1%    Cooper Industries                                               300,000         $  11,775,000
                                     TRINOVA................................                         400,000            10,800,000
                                                                                                                    --------------
                                                                                                                        22,575,000
                                                                                                                    --------------
               RETAIL TRADE--5.0%    Federated Department Stores                                     110,000 (a)         2,420,000
                                     Home Shopping Network..................                         500,000 (a)         4,437,500
                                     Premark International..................                         100,000             4,325,000
                                     Sears, Roebuck ........................                         100,000             4,925,000
                                     Wal-Mart Stores........................                         100,000             2,375,000
                                                                                                                    --------------
                                                                                                                        18,482,500
                                                                                                                    --------------
                TECHNOLOGY--12.9%    Bay Networks                                                    100,000 (a)         3,137,500
                                     Boeing.................................                          75,000             3,459,375
                                     cisco Systems..........................                         100,000 (a)         3,375,000
                                     DSC Communications.....................                         100,000 (a)         3,600,000
                                     Ericsson (L.M.), Telephone, Cl. B, A.D.R                         50,000             2,843,750
                                     General Instrument.....................                         165,000 (a)         5,238,750
                                     Intel..................................                         90,000              7,177,500
                                     Microsoft..............................                         100,000 (a)         6,300,000
                                     Motorola...............................                         100,000             5,750,000
                                     Novell.................................                         100,000 (a)         2,093,750
                                     Texas Instruments......................                          62,500             4,921,875
                                                                                                                    --------------
                                                                                                                        47,897,500
                                                                                                                    --------------
             TRANSPORTATION--4.0%    Burlington Northern                                             120,000             6,720,000
                                     OMI....................................                         307,100 (a)         1,612,275
                                     Overseas Shipholding...................                         200,000             4,625,000
                                     Tidewater..............................                         100,000             1,962,500
                                                                                                                    --------------
                                                                                                                        14,919,775
                                                                                                                    --------------
                   UTILITIES-.4%     Nippon Telephone & Telegraph                                        210             1,497,984
                                                                                                                    --------------
                                     TOTAL COMMON STOCKS
                                       (cost $346,131,831)..................                                          $355,741,502
                                                                                                                    =============
</TABLE>
<TABLE>
<CAPTION>

                                                                                                 PRINCIPAL
SHORT-TERM INVESTMENTS--4.2%                                                                     AMOUNT
                                                                                              --------------
                                 <S>                                           <C>            <C>                   <C>

U.S. GOVERNMENT AGENCIES;Federal Home Loan Mortgage
      5.95%, 3/1/1995
      (cost $15,500,000)....................................................                   $  15,500,000        $   15,500,000
                                                                                                                    ==============
TOTAL INVESTMENTS (cost $361,631,831)  .....................................                           99.7%        $  371,241,502
                                                                                                      ======        ==============
CASH AND RECEIVABLES (NET)      ............................................                             .3%        $    1,071,143
                                                                                                      ======        ==============
NET ASSETS..................................................................                          100.0%        $  372,312,645
                                                                                                      ======        =============

NOTE TO STATEMENT OF INVESTMENTS;
    (a)  Non-income producing.

</TABLE>
See notes to financial statements.

<TABLE>
<CAPTION>

DREYFUS GROWTH OPPORTUNITY FUND, INC.
STATEMENT OF ASSETS AND LIABILITIES                                                                     FEBRUARY 28, 1995
<S>                                                                                                  <C>             <C>
ASSETS:
    Investments in securities, at value
      (cost $361,631,831)-see statement.....................................                                         $371,241,502
    Cash....................................................................                                            1,823,088
    Receivable for investment securities sold...............................                                           10,639,281
    Dividends receivable....................................................                                              842,950
    Prepaid expenses........................................................                                               42,785
                                                                                                                   --------------
                                                                                                                      384,589,606
LIABILITIES:
    Due to The Dreyfus Corporation..........................................                         $     296,720
    Payable for investment securities purchased.............................                            11,774,135
    Payable for Common Stock redeemed.......................................                                43,959
    Accrued expenses........................................................                               162,147     12,276,961
                                                                                                     ------------- --------------
NET ASSETS  ................................................................                                         $372,312,645
                                                                                                                    =============
REPRESENTED BY:
    Paid-in capital.........................................................                                         $364,022,096
    Accumulated undistributed investment income-net.........................                                              490,420
    Accumulated distributions in excess of net realized gain
      on investments-Note 1(c)..............................................                                           (1,809,542)
    Accumulated net unrealized appreciation on investments_Note 3...........                                            9,609,671
                                                                                                                   --------------
NET ASSETS at value applicable to 42,964,945 shares outstanding
    (100 million shares of $.01 par value Common Stock authorized)..........                                         $372,312,645
                                                                                                                   ==============
NET ASSET VALUE, offering and redemption price per share
    ($372,312,645 / 42,964,945 shares)......................................                                                $8.67
                                                                                                                           ======
See notes to financial statements.
</TABLE>

<TABLE>
<CAPTION>

DREYFUS GROWTH OPPORTUNITY FUND, INC.
STATEMENT OF OPERATIONS                                                                     YEAR ENDED FEBRUARY 28, 1995
INVESTMENT INCOME:
    <S>                                                                                              <C>            <C>
    INCOME:
      Cash dividends (net of $21,508 foreign taxes withheld at source)......                         $   5,747,128
      Interest..............................................................                             2,772,135
                                                                                                    --------------
          TOTAL INCOME......................................................                                        $   8,519,263
    EXPENSES:
      Management fee_Note 2(a)..............................................                             2,924,725
      Shareholder servicing costs_Note 2(b).................................                             1,090,089
      Custodian fees........................................................                                81,885
      Professional fees.....................................................                                79,524
      Directors' fees and expenses_Note 2(c)................................                                54,747
      Registration fees.....................................................                                34,258
      Prospectus and shareholders' reports..................................                                 7,750
      Miscellaneous.........................................................                                 3,263
                                                                                                    --------------
          TOTAL EXPENSES....................................................                                            4,276,241
                                                                                                                   --------------
          INVESTMENT INCOME--NET............................................                                            4,243,022
REALIZED AND UNREALIZED (LOSS) ON INVESTMENTS:
    Net realized gain on investments_Note 3.................................                         $   3,313,992
    Net unrealized (depreciation) on investments............................                           (19,554,876)
                                                                                                    --------------
          NET REALIZED AND UNREALIZED (LOSS) ON INVESTMENTS.................                                          (16,240,884)
                                                                                                                   --------------
NET (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS......................                                        $ (11,997,862)
                                                                                                                ==============

See notes to financial statements.
</TABLE>


<TABLE>
<CAPTION>

DREYFUS GROWTH OPPORTUNITY FUND, INC.
STATEMENT OF CHANGES IN NET ASSETS
                                                                                          YEAR ENDED FEBRUARY 28,
                                                                                     --------------------------------
                                                                                             1994             1995
                                                                                     --------------    --------------
<S>                                                                                 <C>                <C>
OPERATIONS:
    Investment income (loss)-net............................................        $      (707,826)   $    4,243,022
    Net realized gain on investments........................................            110,183,296         3,313,992
    Net unrealized (depreciation) on investments for the year...............            (55,908,346)      (19,554,876)
                                                                                     --------------    --------------
      NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS.......             53,567,124       (11,997,862)
                                                                                     --------------    --------------
DIVIDENDS TO SHAREHOLDERS:
    From investment income_net..............................................                ___            (3,800,200)
    From net realized gain on investments...................................           (101,875,165)      (67,229,655)
    In excess of net realized gain on investments...........................                ___            (1,809,542)
                                                                                     --------------    --------------
      TOTAL DIVIDENDS.......................................................           (101,875,165)      (72,839,397)
                                                                                     --------------    --------------
CAPITAL STOCK TRANSACTIONS:
    Net proceeds from shares sold...........................................            399,371,920       215,640,180
    Dividends reinvested....................................................             98,932,125        70,652,644
    Cost of shares redeemed.................................................           (556,464,733)     (292,465,535)
                                                                                     --------------    --------------
      (DECREASE) IN NET ASSETS FROM CAPITAL STOCK TRANSACTIONS..............            (58,160,688)       (6,172,711)
                                                                                     --------------    --------------
          TOTAL (DECREASE) IN NET ASSETS....................................           (106,468,729)      (91,009,970)
NET ASSETS:
    Beginning of year.......................................................            569,791,344       463,322,615
                                                                                     --------------    --------------
    End of year (including undistributed investment income_net:
      $47,598 and $490,420, respectively)...................................           $463,322,615      $372,312,645
                                                                                     ==============    ==============
                                                                                         SHARES            SHARES
                                                                                     --------------    --------------
CAPITAL SHARE TRANSACTIONS:
    Shares sold.............................................................             32,987,816        22,977,606
    Shares issued for dividends reinvested..................................              8,859,503         8,225,621
    Shares redeemed.........................................................            (45,962,792)      (30,788,833)
                                                                                     --------------    --------------
      NET INCREASE (DECREASE) IN SHARES OUTSTANDING.........................             (4,115,473)          414,394
                                                                                     ==============    ==============
See notes to financial statements.
</TABLE>

<TABLE>
<CAPTION>

DREYFUS GROWTH OPPORTUNITY FUND, INC.
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 the Fund's financial statements.

                                                                             FISCAL YEAR ENDED FEBRUARY,
                                                               ------------------------------------------------------------
PER SHARE DATA:                                                 1991        1992        1993       1994         1995
                                                              -------     -------     -------    -------       -------
    <S>                                                        <C>         <C>         <C>        <C>           <C>
    Net asset value, beginning of year...........              $ 9.77      $10.27      $13.20     $12.21        $10.89
                                                              -------     -------     -------    -------       -------
    INVESTMENT OPERATIONS:
    Investment income (loss)_net.................                 .24         .11         .01       (.02)          .10
    Net realized and unrealized gain (loss) on investments        .56        2.95        (.98)      1.30          (.38)
                                                              -------     -------     -------    -------       -------
      TOTAL FROM INVESTMENT OPERATIONS...........                 .80        3.06        (.97)      1.28          (.28)
                                                              -------     -------     -------    -------       -------
    DISTRIBUTIONS:
    Dividends from investment income_net.........                (.28)       (.13)       (.02)       --           (.09)
    Dividends from net realized gain on investments              (.02)        --          --       (2.60)        (1.80)
    Dividends in excess of net realized gain on
      investments................................                 --          --          --         --           (.05)
                                                              -------     -------     -------    -------       -------
      TOTAL DISTRIBUTIONS........................                (.30)      (.13)        (.02)     (2.60)        (1.94)
                                                              -------     -------     -------    -------       -------
    Net asset value, end of year.................              $10.27      $13.20      $12.21     $10.89         $8.67
                                                              =======     =======     =======    =======       =======
TOTAL INVESTMENT RETURN                                          8.53%      29.91%      (7.36%)    11.07%        (2.11%)
RATIOS/SUPPLEMENTAL DATA:
    Ratio of expenses to average net assets......                 .98%        .95%       1.00%      1.09%         1.10%
    Ratio of net investment income (loss) to average
      net assets.................................                2.32%        .85%        .11%      (.14%)        1.09%
    Portfolio Turnover Rate......................              146.93%      56.95%      90.03%    194.59%       242.75%
    Net Assets, end of year (000's Omitted)......            $511,854    $631,436    $569,791   $463,323      $372,313


See notes to financial statements.
</TABLE>

DREYFUS GROWTH OPPORTUNITY FUND, INC.
NOTES TO FINANCIAL STATEMENTS
NOTE 1--SIGNIFICANT ACCOUNTING POLICIES:
    The Fund is registered under the Investment Company Act of 1940 ("Act")
as a diversified open-end management investment company. Dreyfus Service
Corporation, until August 24, 1994, acted as the exclusive distributor of the
Fund's shares, which are sold to the public without a sales charge. Dreyfus
Service Corporation is a wholly-owned subsidiary of The Dreyfus Corporation
("Manager"). Effective August 24, 1994, the Manager became a direct
subsidiary of Mellon Bank, N.A.
    On August 24, 1994, Premier Mutual Fund Services, Inc. (the
"Distributor") was engaged as the Fund's distributor. The Distributor,
located at One Exchange Place, Boston, Massachusetts 02109, is a wholly-owned
subsidiary of Institutional Administrative Services, Inc., a provider of
mutual fund administration services, the parent company of which is Boston
Institutional Group, Inc.
    (A) PORTFOLIO VALUATION: Investments in securities (including options)
are valued at the last sales price on the securities exchange on which such
securities are primarily traded or at the last sales price on the national
securities market. Securities not listed on an exchange or the national
securities market, or securities for which there were no transactions, are
valued at the average of the most recent bid and asked prices. Bid price is
used when no asked price is available. Securities for which there are no such
valuations are valued at fair value as determined in good faith under the
direction of the Board of Directors. Short-term investments are carried at
amortized cost, which approximates value. Investments denominated in foreign
currencies are translated to U.S. dollars at the prevailing rates of
exchange.
    (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. Dividend
income is recognized on the ex-dividend date and interest income, including,
where applicable, amortization of discounts on investments, is recognized on
the accrual basis.
    (C) DIVIDENDS TO SHAREHOLDERS: Dividends are recorded on the ex-dividend
date. Dividends from investment income-net and dividends from net realized
capital gain are normally declared and paid annually, but the Fund may make
distributions on a more frequent basis to comply with the distribution
requirements of the Internal Revenue Code. To the extent that net realized
capital gain can be offset by capital loss carryovers, if any, it is the
policy of the Fund not to distribute such gain.
    Dividends in excess of net realized gain on investments for financial
statement purposes result primarily from distributions of realized gain
necessary to satisfy tax requirements.
    (D) FEDERAL INCOME TAXES: It is the policy of the Fund to continue to
qualify as a regulated investment company, if such qualification is in the
best interests of its shareholders, by complying with the applicable
provisions of the Internal Revenue Code, and to make distributions of taxable
income sufficient to relieve it from substantially all Federal income and
excise taxes.
NOTE 2--MANAGEMENT FEE AND OTHER TRANSACTIONS WITH AFFILIATES:
    (A) Pursuant to a management agreement ("Agreement") with the Manager,
the management fee is computed at the annual rate of 3/4 of 1% of the average
daily value of the Fund's net assets and is payable monthly. The Agreement
provides for an expense reimbursement from the Manager should the Fund's
aggregate expenses, exclusive of taxes, interest on borrowings, brokerage
commissions and extraordinary expenses, exceed 1 1/2% of the average value of
the Fund's net assets for any full fiscal year. No expense reimbursement was
required for the year ended February 28, 1995.

DREYFUS GROWTH OPPORTUNITY FUND, INC.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
    (B) Pursuant to the Fund's Shareholder Services Plan, the Fund reimburses
Dreyfus Service Corporation 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
February 28, 1995, the Fund was charged an aggregate of $519,519 pursuant to
the Shareholder Services Plan.
    (C) Prior to August 24, 1994, certain officers and directors of the Fund
were "affiliated persons," as defined in the Act, of the Manager and/or
Dreyfus Service Corporation. Each director who is not an "affiliated person"
receives an annual fee of $4,500 and an attendance fee of $500 per meeting.
The Chairman of the Board receives an additional 25% of such compensation.
NOTE 3--SECURITIES TRANSACTIONS:
    The aggregate amount of purchases and sales of investment securities,
other than short-term securities, during the year ended February 28, 1995,
amounted to $798,933,818 and $834,740,848, respectively.
    At February 28, 1995, accumulated net unrealized appreciation on
investments was $9,609,671, consisting of $20,747,563 gross unrealized
appreciation and $11,137,892 gross unrealized depreciation.
    At February 28, 1995, the cost of investments for Federal income tax
purposes was substantially the same as the cost for financial reporting
purposes (see the Statement of Investments).

DREYFUS GROWTH OPPORTUNITY FUND, INC.
REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
SHAREHOLDERS AND BOARD OF DIRECTORS
DREYFUS GROWTH OPPORTUNITY FUND, INC.
    We have audited the accompanying statement of assets and liabilities of
Dreyfus Growth Opportunity Fund, Inc., including the statement of
investments, as of February 28, 1995, 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 February 28, 1995 by correspondence with the custodian
and brokers. 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 Growth Opportunity Fund, Inc. at February 28, 1995, the
results of its operations for the year then ended, the changes in its 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 & Young LLP Signature Logo)
New York, New York
March 31, 1995
DREYFUS GROWTH OPPORTUNITY FUND, INC.
IMPORTANT TAX INFORMATION (UNAUDITED)
    For Federal tax purposes the Fund hereby designates $1.141 per share as a
long-term capital gain distribution of the $1.759 per share paid on November
1, 1994. The Fund also designates $.09 per share as a long-term capital gain
distribution of the $.177 per share paid on December 16, 1994.

(Dreyfus `D' Logo)

DREYFUS GROWTH
OPPORTUNITY FUND, INC.
200 Park Avenue
New York, NY 10166
MANAGER
The Dreyfus Corporation
200 Park Avenue
New York, NY 10166
CUSTODIAN
The Bank of New York
90 Washington Street
New York, NY 10286
TRANSFER AGENT &
DIVIDEND DISBURSING AGENT
The Shareholder Services Group, Inc.
P.O. Box 9671
Providence, RI 02940




Further information is contained
in the Prospectus, which must
precede or accompany this report.




Printed in U.S.A.                            018AR952

(Dreyfus Logo)

Growth Opportunity
Fund, Inc.
Annual Report
February 28, 1995

(Dreyfus Lion Logo)

Registration Mark
























  COMPARISON OF CHANGE IN VALUE OF $10,000 INVESTMENT
  IN DREYFUS GROWTH OPPORTUNITY FUND, INC.
  AND THE STANDARD & POOR'S 500 COMPOSITE STOCK PRICE
  INDEX
  EXHIBIT A:
| ------------------------------------------------------------|
|                  |    STANDARD        |                     |
|                  |    & POOR'S 500    |                     |
|      PERIOD      |    COMPOSITE STOCK |   DREYFUS GROWTH    |
|                  |    PRICE INDEX *   |   OPPORTUNITY FUND  |
| -----------------|--------------------|---------------------|
|      2/4/72      |             10,000 |              10,000 |
|      2/29/72     |             10,278 |               9,960 |
|      2/28/73     |             11,081 |               8,820 |
|      2/28/74     |              9,867 |               7,160 |
|      2/28/75     |              8,771 |               7,080 |
|      2/29/76     |             11,165 |              10,682 |
|      2/28/77     |             11,636 |              11,262 |
|      2/28/78     |             10,667 |              12,211 |
|      2/28/79     |             12,440 |              16,628 |
|      2/29/80     |             15,505 |              26,924 |
|      2/28/81     |             18,855 |              33,910 |
|      2/28/82     |             17,137 |              26,074 |
|      2/28/83     |             23,716 |              34,885 |
|      2/29/84     |             26,285 |              39,066 |
|      2/28/85     |             31,768 |              37,827 |
|      2/28/86     |             41,448 |              49,397 |
|      2/28/87     |             53,679 |              61,723 |
|      2/29/88     |             52,230 |              61,686 |
|      2/28/89     |             58,429 |              71,300 |
|      2/28/90     |             69,443 |              75,369 |
|      2/28/91     |             79,610 |              81,796 |
|      2/29/92     |             92,307 |             106,260 |
|      2/28/93     |            102,129 |              98,441 |
|      2/28/94     |            110,626 |             109,342 |
|      2/28/95     |            118,742 |             107,041 |
| ------------------------------------------------------------|


*Source:  Lipper Analytical Services, Inc.






   Dreyfus Growth Opportunity Fund, Inc.   February 28, 1995

   Asset Allocation
 | --------------------------------------------------------|
 | Common Stocks                              95.5 %       |
 | Cash Equivalents                            4.5 %       |
 | --------------------------------------------------------|



© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission