DREYFUS GROWTH OPPORTUNITY FUND INC
N-30D, 1998-10-29
Previous: 1838 BOND DEBENTURE TRADING FUND, N-30B-2, 1998-10-29
Next: EATON VANCE SPECIAL INVESTMENT TRUST, 497, 1998-10-29






DREYFUS GROWTH OPPORTUNITY FUND, INC.
- -----------------------------------------------------------------------------

LETTER TO SHAREHOLDERS

Dear Fellow Shareholder:

  It  is  a  pleasure  to  have  this  opportunity to communicate with my fellow
shareholders of the Dreyfus Growth Opportunity Fund, Inc.

  This   letter  accompanies  the  semi-annual  report  of  the  Dreyfus  Growth
Opportunity  Fund  for the six months ended August 31, 1998. During this period,
your Fund produced a total return of -16.16%* which compares with a total return
of  -8.07% for the Standard and Poor's 500 Composite Stock Price Index (the "S&P
500" )**  and  -11.04%  for  the Wilshire Large Company Value Index.*** The Fund
currently  is  being  managed  in  a  disciplined  value  investment  style and,
therefore,  we  believe  its  performance results are more comparable to a value
stock benchmark like the Wilshire index noted above.

  Value  stocks  underperformed  growth stocks during the period. The margin was
among  the  widest  in memory. Any value manager who remained true to his or her
discipline  could not hope to have matched the returns of the S&P 500 Index, the
performance  of  which  has  become largely dominated by a relatively few growth
stocks  due  to  increases  in  major component security valuations. The S&P 500
Index  and  many  of  its  major security components carry valuations well above
those  of  any historic period by almost any financial measure, according to our
calculations.  These major security components, the so-called "mega caps" or the
very  largest  domestically traded companies, continued to drive the performance
of  the  S& P  500  Index.  This  concentrated overvaluation, in our opinion, is
reminiscent  of  the early 1970s "nifty fifty" stocks or oil stocks in the early
1980s.  Both  of  those  markets  ended with quick and severe corrections of the
overvalued  securities.  No  one  can predict such an occurrence today, but many
market  participants  may  conclude that the risk level of the S&P 500 Index and
many of its major security components is high by historic standards. Despite the
recent  stock  market correction, at least for the time being, positive relative
price momentum in this index and in many of these mega cap stocks has continued

  As  to  your  Fund, most of the relative performance shortfall occurred during
the  recent  August market correction. In the midst of a volatile period for the
overall  stock market, relative performance can initially fall either way. Quite
often, disciplined value investment processes will underperform when the overall
stock  market  reaches  speculative  overvaluation,  but  will outperform as the
market  corrects  and  as  economic  change occurs. With the stock market having
corrected  and  with  interest  rates  having fallen, the universe of securities
available within our investment discipline has broadened.

ECONOMIC REVIEW

  A  significant  influence  on  the  U.S. economy during the six months through
August  1998  was  Asian  economic  weakness.  It had both positive and negative
effects.  On  the  positive side, actual inflation and expected inflation in the
U.S.  dropped,  causing a decline in long-term Treasury bond yields and mortgage
rates.  These  lower  rates  contributed  to  the boom in real estate prices and
benefited stock prices as well. The fall in inflation helped the consumer sector
as more income remained after price increases to buy goods and services.

  The  negative  effect  of  Asian  weakness  was directed toward the industrial
sector.  By  midyear,  evidence  of U.S. industrial weakness was clear-cut given
slowing  inventory  accumulation  and  weakening  exports.  One  result  of this
industrial  weakness  was  to  cool  off  the  overall U.S. economy, keeping the
Federal  Reserve  Board  neutral toward the level of interest rates, and perhaps
increasing  the possibility of an eventual ease or lowering of rates. We believe
that  this  favorable  shift  in  expectations  about Federal Reserve policy was
clearly  a  major  reason  for the rise in U.S. bond and stock prices during the
spring and early summer.

  A  major change in the economic outlook over recent months has been a downward
shift  in  expectations  for  world  economic  growth.  A  tightening of lending
standards  developed in numerous emerging markets, sharply reducing the economic
outlook  for  Asia and Latin America. The effect on Europe and the U.S. has been
to lower profit expectations due to weakened export opportunities.

Market sentiment has shifted towards expectations of monetary ease in the U.S.
and  other  industrial  countries  as the evidence of a weaker world economy has
accumulated.  The prospects for world economic weakness and lower interest rates
in  major  countries  will  be  powerfully  impacted by whether global financial
stresses  calm  down  or  intensify  in the coming months. There appears to be a
shift  in  the  priorities  of  many  key  policymakers  from fighting potential
inflation to stimulating economic growth.

STOCK MARKET OVERVIEW

  The  six-month  period  ended  August  31, 1998, represented a down period for
almost  every stock market index. Most of the damage was done in August when the
overall stock market suffered a correction.

  Three  major  trends  could  be  observed  within the stock market during this
six-month period. First, the strongest relative performance came by far from the
largest  stocks,  the  so-called  mega  caps.  The  Standard & Poor's 500 Index,
dominated by the stocks of the largest companies, dropped -8.07% for the period,
while  the  Standard  and  Poor' s  MidCap 400 Index of mid-sized companies fell
- -19.99%, and the Russell 2000 Index of small company securities lost -26.48%.(+)
One  contributor  to this pattern was the strong buying of U.S. stocks, at least
early  in the period, by foreign investors who often simply focus on the largest
companies.

A second and related major trend in the stock market during the six months was
the  significantly  higher returns from most expensively valued stocks (commonly
known  as  growth stocks) relative to most inexpensively valued stocks (commonly
known  as  value  stocks) . With  the expectations for corporate earnings growth
being  reduced  as the period progressed due to concerns about the impact of the
Asian  economies, large growth stocks were in demand due to an ability to better
control short-term earnings results.

  Finally,  the  stock  market  as  a  whole  was extremely volatile during this
six-month  period.  The broad stock market was generally stable or rising during
the first five months, then fell during late July and August on renewed concerns
about  Asia,  emerging  markets,  and the potential for economic weakness in the
U.S.

VALUE INVESTING AND OUR INVESTMENT PROCESS

  To  once  again  summarize  our  investment  philosophy, while there are other
investment  disciplines  practiced  at  Dreyfus,  members  of  the Value Team at
Dreyfus are passionate believers in value investing. As value investors, we want
to  buy  growing  companies, but we want to pay as little for them as we can. In
one  sense,  value  investing  can  be  a lower risk, more conservative style of
equity investing because value stock prices may decline less in falling markets

Our approach to the selection of securities begins and ends with our analysts,
who are an integral part of our investment team. Our Dreyfus analysts contribute
their proprietary forecasts on corporate earnings and cash flows to our computer
models,  their  analysis  and opinions to our decision-making process, and their
constant  flow  of information to our ongoing assessment of owned securities. We
screen  the  universe  of stocks by computer according to two principal methods.
The  first  computer  screen  determines  value  by  calculating each security's
earnings yield (our forecast for earnings divided by the current security price)
which,  to  justify  purchase,  must  be  greater  than  the  yield available on
reasonably  long-term  U.S.  Treasury securities. Being paid more than this rate
for  the  risk  inherent in equity investing is central to our value discipline.
The  second  computer  screen  looks  at 19 other factors that have historically
influenced  stock  returns  including  various  growth,  valuation  and leverage
measures.  We  input  into  this  computer  model the current economic and stock
market  trends,  and  the  computer  calculates each security's exposure to this
environment.  The  model  is an idea generator, and further detailed fundamental
analysis is conducted on each potential holding to determine its suitability for
the  Fund.  Combining  all of this data with our analysts' in-depth knowledge of
the  individual  companies,  we  then  construct a portfolio of approximately 50
securities.  We  use  similar  disciplined criteria and several other factors to
determine when selling a security is in our shareholders' best interest.

EXAMPLES OF OUR INVESTMENT PROCESS

  The  detailed  fundamental  analysis, computer modeling and portfolio strategy
that  go  into  the decision-making process for each security in the Fund is not
possible  to  cover  in  this  short report. Instead, provided below are several
brief  summaries  of  some  of  the  better  performing  and  poorer  performing
securities in the Fund during the semi-annual period.

  Biogen,  a  biotechnology company, was one of the better performing securities
during  this  reporting period. Our earnings estimates for the company have been
well  above  the  Wall Street consensus, qualifying this growth stock as a value
security. We believe that the company's new product pipeline, both near term and
long  term, is particularly promising. The security remained in the portfolio at
the end of the period.

  Xerox  has  been  expanding its core copier business into the computer printer
business  with great initial success. The ability to provide quality service can
be  a  significant  competitive  advantage. The security was one of the stronger
performers  in  the  Fund, and was sold when our investment discipline indicated
that it was fully valued relative to the risk-free alternative.

  RJR  Nabisco  Holdings and Philip Morris Cos., both largely tobacco companies,
were  poor  performers  during  much  of the period. Congress could not agree on
tobacco  legislation that we believe would have significantly benefited both the
public good and these securities. The tobacco companies are now working with the
states  to  resolve  these same issues. At the end of the Fund's fiscal year, we
remained  attracted  to  the  unusually  inexpensive valuation and high dividend
yield of both companies.

Union Pacific, a major railroad, was a new purchase during the period, but did
not  initially  perform  terribly  well.  The company has had operating problems
resulting  in  bottlenecks  at  several major rail yards that helped depress the
stock  price and attracted our interest. We saw these problems as an opportunity
to  realize  value  as the problems were fixed, and bought the stock. Management
appears to be well on the way to correcting the operating problems, and recently
the stock rebounded strongly.

  In  almost  any  Fund  there  are  both  strong performing and poor performing
securities.  Our job is to maximize the good and minimize the bad, while keeping
risk at tolerable levels. We will not be successful every quarter or every year,
but we work hard to reward our fellow investors over the long term.

Diligent management of your investments is our highest priority. Thank you for
entrusting us with your assets.

               Very truly yours,


               [Timothy M. Ghriskey signature logo]



               Timothy M. Ghriskey

               Portfolio Manager

September 29, 1998

New York, N.Y.

* Total return includes reinvestment of dividends and any capital gains paid.

**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.

***SOURCE:  WILSHIRE  ASSOCIATES, INC.--The Wilshire Large Company Value Index
is  constructed by using a blend of price-to-book and forecast price-to-earnings
ratios.  The largest 750 stocks in the Wilshire 5000 are ranked based on a style
score  that is 75% price-to-earnings ratio and 25% forecast P/E. The universe is
divided  so  that companies that represent half of the total capitalization fall
into growth and the remainder are placed into value.

(+)SOURCE: --LIPPER  ANALYTICAL  SERVICES,  INC.--Reflects the reinvestment of
income dividends and, where applicable, capital gain distributions. The Standard
&  Poor' s  MidCap 400 Index is a broad-based index of 400 companies with market
capitalizations  generally  ranging  from  $50  million  to $10 billion and is a
widely  accepted,  unmanaged  index of overall mid-cap stock market performance.
The Russell 2,000 Index is an unmanaged index of small cap stock performance and
is  composed  of  the  2,000  smallest  companies in the Russell 3000 Index. The
Russell  3000 Index is composed of 3,000 of the largest U.S. companies by market
capitalization.

<TABLE>
DREYFUS GROWTH OPPORTUNITY FUND, INC.
- -----------------------------------------------------------------------------

STATEMENT OF INVESTMENTS                          AUGUST 31, 1998 (UNAUDITED)

Common Stocks--91.5%                                                                                Shares            Value
- -------------------------------------------------------                                         _____________     _____________
<S>                                                                                                   <C>        <C>
           Consumer Durables--2.0%  General Motors . . . . . . . . . . . . . . . . . . . .            130,000    $    7,507,500

                                                                                                                  _____________

      Consumer Non-Durables--12.4%  ConAgra  . . . . . . . . . . . . . . . . . . . . . . .            335,000         8,291,250

                                    Kimberly-Clark . . . . . . . . . . . . . . . . . . . .            215,000         8,196,875

                                    NIKE, Cl. B  . . . . . . . . . . . . . . . . . . . . .            210,000         7,284,375

                                    Philip Morris Cos  . . . . . . . . . . . . . . . . . .            251,000        10,432,188

                                    RJR Nabisco Holdings . . . . . . . . . . . . . . . . .            275,000         5,964,062

                                    Warnaco Group , Cl. A  . . . . . . . . . . . . . . . .            240,000         6,540,000

                                                                                                                  _____________

                                                                                                                     46,708,750

                                                                                                                  _____________

           Consumer Services--3.6%  Cedant . . . . . . . . . . . . . . . . . . . . . . . .            425,000         4,914,063

                                    McDonald's . . . . . . . . . . . . . . . . . . . . . .            153,000         8,577,562

                                                                                                                  _____________

                                                                                                                     13,491,625

                                                                                                                  _____________

      Electronic Technology--13.3%  Boeing . . . . . . . . . . . . . . . . . . . . . . . .            235,000         7,270,313

                                    Ceridian . . . . . . . . . . . . . . . . . . . . . . .            170,000         8,245,000

                                    Compaq Computer  . . . . . . . . . . . . . . . . . . .            332,850         9,298,997

                                    Intel  . . . . . . . . . . . . . . . . . . . . . . . .            127,000         9,040,812

                                    International Business Machines  . . . . . . . . . . .             84,000         9,460,500

                                    Storage Technology . . . . . . . . . . . . . . . . . .            310,000 (a)     6,742,500

                                                                                                                  _____________

                                                                                                                     50,058,122

                                                                                                                  _____________

             Energy Minerals--8.8%  British Petroleum, A.D.S.  . . . . . . . . . . . . . .            120,000         8,775,000

                                    Mobil  . . . . . . . . . . . . . . . . . . . . . . . .            140,000         9,677,500

                                    Tosco  . . . . . . . . . . . . . . . . . . . . . . . .            323,500         7,117,000

                                    USX-Marathon Group . . . . . . . . . . . . . . . . . .            284,000         7,384,000

                                                                                                                  _____________

                                                                                                                     32,953,500

                                                                                                                  _____________

                    Finance--20.2%  American General . . . . . . . . . . . . . . . . . . .            105,500         6,778,375

                                    BankBoston . . . . . . . . . . . . . . . . . . . . . .            200,000         7,137,500

                                    Bankers Trust New York . . . . . . . . . . . . . . . .             95,000         7,059,688

                                    CIGNA  . . . . . . . . . . . . . . . . . . . . . . . .            150,000         8,728,125

                                    Chubb  . . . . . . . . . . . . . . . . . . . . . . . .            130,000         8,125,000

                                    Citicorp . . . . . . . . . . . . . . . . . . . . . . .             63,000         6,811,875

                                    First Chicago NBD  . . . . . . . . . . . . . . . . . .            115,000         7,288,125

                                    First Union  . . . . . . . . . . . . . . . . . . . . .            149,000         7,226,500

                                    Fleet Financial Group  . . . . . . . . . . . . . . . .            120,000         7,867,500

                                    Meditrust (Units)  . . . . . . . . . . . . . . . . . .            102,100         1,582,550

                                    NationsBank  . . . . . . . . . . . . . . . . . . . . .            125,000         7,125,000

                                                                                                                  _____________

                                                                                                                     75,730,238

                                                                                                                  _____________

             Health Services--2.2%  Aetna  . . . . . . . . . . . . . . . . . . . . . . . .            139,700         8,408,194

                                                                                                                  _____________

           Health Technology--6.2%  Allergan . . . . . . . . . . . . . . . . . . . . . . .            173,000         8,174,250

                                    Amgen  . . . . . . . . . . . . . . . . . . . . . . . .             81,700 (a)     4,973,488

                                    Biogen . . . . . . . . . . . . . . . . . . . . . . . .            223,000        10,313,750

                                                                                                                  _____________

                                                                                                                     23,461,488

                                                                                                                  _____________

         Industrial Services--2.0%  Waste Management . . . . . . . . . . . . . . . . . . .            170,000         7,501,250

                                                                                                                  _____________

          Process Industries--1.7%  Owens--Illinois  . . . . . . . . . . . . . . . . . . .        205,000 (a)         6,393,437

                                                                                                                  _____________

      Producer Manufacturing--2.8%  General Electric . . . . . . . . . . . . . . . . . . .            130,000        10,400,000

                                                                                                                  _____________

DREYFUS GROWTH OPPORTUNITY FUND, INC.
- -----------------------------------------------------------------------------

STATEMENT OF INVESTMENTS (CONTINUED)              AUGUST 31, 1998 (UNAUDITED)

Common Stocks (continued)                                                                           Shares            Value
- -------------------------------------------------------                                         _____________     _____________

                Retail Trade--4.2%  American Stores  . . . . . . . . . . . . . . . . . . .            300,000    $    8,700,000

                                    Sears, Roebuck . . . . . . . . . . . . . . . . . . . .            155,000         7,042,812

                                                                                                                  _____________

                                                                                                                     15,742,812

                                                                                                                  _____________

              Transportation--4.0%  CNF Transportation . . . . . . . . . . . . . . . . . .            245,000         7,656,250

                                    Union Pacific  . . . . . . . . . . . . . . . . . . . .            184,000         7,325,500

                                                                                                                  _____________

                                                                                                                     14,981,750

                                                                                                                  _____________

                   Utilities--8.1%  Ameritech  . . . . . . . . . . . . . . . . . . . . . .            246,000        11,592,750

                                    Bell Atlantic  . . . . . . . . . . . . . . . . . . . .            216,000         9,531,000

                                    Coastal  . . . . . . . . . . . . . . . . . . . . . . .            360,000         9,360,000

                                                                                                                  _____________

                                                                                                                     30,483,750

                                                                                                                  _____________

                                    TOTAL COMMON STOCKS

                                        (cost $367,073,109)  . . . . . . . . . . . . . . .                         $343,822,416

                                                                                                                  =============


                                                                                                 Principal

Short-Term Investments--.7%                                                                       Amount
- ------------------------------------------------------------------------------------------      _____________

              U.S. Treasury Bills:  4.92%, 11/12/1998  . . . . . . . . . . . . . . . . . .        $   814,000   $       806,137

                                    4.85%, 11/19/1998  . . . . . . . . . . . . . . . . . .          1,618,000         1,600,946

                                    4.84%, 11/27/1998  . . . . . . . . . . . . . . . . . .            298,000           294,555

                                                                                                                  _____________

                                    TOTAL SHORT-TERM INVESTMENTS

                                        (cost $2,701,297)  . . . . . . . . . . . . . . . .                       $    2,701,638

                                                                                                                  =============


TOTAL INVESTMENTS (cost $369,774,406). . . . . . . . . . . . . . . . . . . . . . . . . . .              92.2%      $346,524,054

                                                                                                      =======     =============


CASH AND RECEIVABLES (NET) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .               7.8%     $  29,159,240

                                                                                                      =======     =============


NET ASSETS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             100.0%      $375,683,294

                                                                                                      =======     =============


Notes to Statement of Investments:
- -----------------------------------------------------------------------------

(a) Non-income producing.

                      SEE NOTES TO FINANCIAL STATEMENTS.
</TABLE>
<TABLE>
DREYFUS GROWTH OPPORTUNITY FUND, INC.
- -----------------------------------------------------------------------------

STATEMENT OF ASSETS AND LIABILITIES               AUGUST 31, 1998 (UNAUDITED)

                                                                                                     Cost              Value

                                                                                                _____________     _____________
<S>                                                                                              <C>               <C>
ASSETS:                          Investments in securities--See Statement of Investments . .     $369,774,406      $346,524,054

                                 Receivable for investment securities sold . . . . . . . .                           37,634,159

                                 Dividends receivable  . . . . . . . . . . . . . . . . . .                              960,441

                                 Receivable for shares of Common Stock subscribed  . . . .                               18,004

                                 Prepaid expenses  . . . . . . . . . . . . . . . . . . . .                               16,855

                                                                                                                  _____________

                                                                                                                    385,153,513

                                                                                                                  _____________

LIABILITIES:                     Due to The Dreyfus Corporation and affiliates . . . . . .                              215,643

                                 Payable for investment securities purchased . . . . . . .                            8,289,204

                                 Payable for shares of Common Stock redeemed . . . . . . .                              825,447

                                 Cash overdraft due to Custodian . . . . . . . . . . . . .                               83,898

                                 Accrued expenses  . . . . . . . . . . . . . . . . . . . .                               56,027

                                                                                                                  _____________

                                                                                                                      9,470,219

                                                                                                                  _____________

NET ASSETS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                         $375,683,294

                                                                                                                  =============


REPRESENTED BY:                  Paid-in capital . . . . . . . . . . . . . . . . . . . . .                         $354,911,361

                                 Accumulated undistributed investment income--net  . . . .                            2,140,361

                                 Accumulated net realized gain (loss) on investments . . .                           41,881,924

                                 Accumulated net unrealized appreciation (depreciation)

                                   on investments--Note 4(b) . . . . . . . . . . . . . . .                          (23,250,352)

                                                                                                                  _____________

NET ASSETS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                         $375,683,294

                                                                                                                  =============


SHARES OUTSTANDING

(100 MILLION SHARES OF $.01 PAR VALUE COMMON STOCK AUTHORIZED) . . . . . . . . . . . . . .                           44,158,588

NET ASSET VALUE, offering and redemption price per share . . . . . . . . . . . . . . . . .                                $8.51

                                                                                                                         ======

                      SEE NOTES TO FINANCIAL STATEMENTS.
</TABLE>
<TABLE>
DREYFUS GROWTH OPPORTUNITY FUND, INC.
- -----------------------------------------------------------------------------

STATEMENT OF OPERATIONS          SIX MONTHS ENDED AUGUST 31, 1998 (UNAUDITED)

INVESTMENT INCOME

INCOME:             Cash dividends (net of $40,967 foreign taxes
<S>                                                                                            <C>                <C>
                                    withheld at source)  . . . . . . . . . . . . . . . . .      $   4,249,023

                                 Interest  . . . . . . . . . . . . . . . . . . . . . . . .            325,040

                                                                                                 ____________

                                        Total Income . . . . . . . . . . . . . . . . . . .                        $   4,574,063

EXPENSES:                        Management fee--Note 3(a) . . . . . . . . . . . . . . . .          1,841,009

                                 Shareholder servicing costs--Note 3(b)  . . . . . . . . .            503,012

                                 Custodian fees--Note 3(b) . . . . . . . . . . . . . . . .             45,529

                                 Directors' fees and expenses--Note 3(c) . . . . . . . . .             35,307

                                 Professional fees . . . . . . . . . . . . . . . . . . . .             23,589

                                 Registration fees . . . . . . . . . . . . . . . . . . . .             21,525

                                 Prospectus and shareholders' reports  . . . . . . . . . .             17,130

                                 Loan commitment fees--Note 2  . . . . . . . . . . . . . .              1,971

                                 Miscellaneous . . . . . . . . . . . . . . . . . . . . . .                834

                                                                                                 ____________

                                        Total Expenses . . . . . . . . . . . . . . . . . .                            2,489,906

                                                                                                                   ____________

INVESTMENT INCOME--NET . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                            2,084,157

                                                                                                                   ____________

REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS--Note 4:

                                 Net realized gain (loss) on investments . . . . . . . . .       $ 51,148,699

                                 Net realized gain (loss) on forward currency

                                    exchange contracts . . . . . . . . . . . . . . . . . .            988,682

                                 Net realized gain (loss) on financial futures . . . . . .           (247,712)

                                                                                                 ____________

                                        Net Realized Gain (Loss) . . . . . . . . . . . . .                           51,889,669

                                 Net unrealized appreciation (depreciation) on investments

                                    [including ($19,186) net unrealized (depreciation)

                                    on financial futures]  . . . . . . . . . . . . . . . .                         (124,377,589)

                                                                                                                   ____________

NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS . . . . . . . . . . . . . . . . . .                          (72,487,920)

                                                                                                                   ____________

NET (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS . . . . . . . . . . . . . . . . . .                         $(70,403,763)

                                                                                                                   =============

                      SEE NOTES TO FINANCIAL STATEMENTS.
</TABLE>
<TABLE>
DREYFUS GROWTH OPPORTUNITY FUND, INC.
- -----------------------------------------------------------------------------

STATEMENT OF CHANGES IN NET ASSETS

                                                                                       Six Months Ended

                                                                                        August 31, 1998         Year Ended

                                                                                          (Unaudited)       February 28, 1998

                                                                                        ________________    _________________

OPERATIONS:
<S>                                                                                      <C>                 <C>
  Investment income--net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    $    2,084,157     $      2,534,692

  Net realized gain (loss) on investments  . . . . . . . . . . . . . . . . . . . . . .        51,889,669           31,562,794

  Net unrealized appreciation (depreciation) on investments  . . . . . . . . . . . . .      (124,377,589)          39,849,084

                                                                                          _____________       ______________

    Net Increase (Decrease) in Net Assets Resulting from Operations  . . . . . . . . .       (70,403,763)          73,946,570

                                                                                           _____________       ______________

DIVIDENDS TO SHAREHOLDERS:

  From investment income--net  . . . . . . . . . . . . . . . . . . . . . . . . . . . .               ---           (3,068,901)

  From net realized gain on investments  . . . . . . . . . . . . . . . . . . . . . . .               ---          (56,678,537)

  In excess of net realized gain on investments  . . . . . . . . . . . . . . . . . . .               ---          (10,007,745)

                                                                                           _____________       ______________

    Total Dividends  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .               ---          (69,755,183)

                                                                                           _____________       ______________

CAPITAL STOCK TRANSACTIONS:

  Net proceeds from shares sold  . . . . . . . . . . . . . . . . . . . . . . . . . . .       230,785,144        1,048,195,184

  Dividends reinvested . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .               ---           67,665,439

  Cost of shares redeemed  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      (293,260,540)      (1,083,149,719)

                                                                                           _____________       ______________

    Increase (Decrease) in Net Assets from Capital Stock Transactions  . . . . . . . .       (62,475,396)          32,710,904

                                                                                           _____________       ______________

       Total Increase (Decrease) in Net Assets . . . . . . . . . . . . . . . . . . . .      (132,879,159)          36,902,291

NET ASSETS:

  Beginning of Period  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       508,562,453          471,660,162

                                                                                           _____________       ______________

  End of Period  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      $375,683,294       $  508,562,453

                                                                                           =============       ==============


UNDISTRIBUTED INVESTMENT INCOME--NET . . . . . . . . . . . . . . . . . . . . . . . . .    $    2,140,361   $           56,204

                                                                                           _____________       ______________

                                                                                               Shares               Shares

                                                                                           _____________       ______________

CAPITAL SHARE TRANSACTIONS:

  Shares sold  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        22,087,571          100,050,474

  Shares issued for dividends reinvested . . . . . . . . . . . . . . . . . . . . . . .               ---            7,113,151

  Shares redeemed  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       (28,037,069)        (103,202,945)

                                                                                           _____________       ______________

    Net Increase (Decrease) in Shares Outstanding  . . . . . . . . . . . . . . . . . .        (5,949,498)            3,960,680

                                                                                           =============       ==============
                      SEE NOTES TO FINANCIAL STATEMENTS.
</TABLE>
<TABLE>

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 period indicated. This information has been
derived from the Fund's financial statements.


                                                   Six Months Ended

                                                    August 31, 1998                  Fiscal Year Ended February,

                                                                       _______________________________________________________

PER SHARE DATA:                                       (Unaudited)          1998       1997        1996       1995        1994

                                                       __________         ______     ______      ______     ______      ______
<S>                                                       <C>             <C>       <C>          <C>        <C>         <C>
   Net asset value, beginning of period  . . .            $10.15          $10.22     $ 9.56      $ 8.67     $10.89      $12.21

                                                          ______          ______     ______      ______     ______      ______

   Investment Operations:

   Investment income (loss)--net . . . . . . .               .05             .05         .10         .10        .10        (.02)

   Net realized and unrealized gain (loss)

       on investments  . . . . . . . . . . . .             (1.69)           1.39        1.93        2.19       (.38)       1.30

                                                          ______          ______      ______      ______     ______      ______

   Total from Investment Operations  . . . . .             (1.64)           1.44        2.03        2.29       (.28)       1.28

                                                          ______          ______      ______      ______     ______      ______

   Distributions:

   Dividends from investment income--net . . .                --            (.07)       (.09)       (.12)      (.09)         --

   Dividends from net realized gain

       on investments  . . . . . . . . . . . .                --           (1.22)      (1.28)      (1.26)     (1.80)      (2.60)

   Dividends in excess of net realized gain

       on investments  . . . . . . . . . . . .                --            (.22)         --        (.02)      (.05)         --

                                                          ______          ______      ______      ______     ______      ______

   Total Distributions . . . . . . . . . . . .                --           (1.51)      (1.37)      (1.40)     (1.94)      (2.60)

                                                          ______          ______      ______      ______     ______      ______

   Net asset value, end of period  . . . . . .            $ 8.51          $10.15      $10.22      $ 9.56     $ 8.67      $10.89

                                                          ======          ======      ======      ======     ======      ======


TOTAL INVESTMENT RETURN. . . . . . . . . . . .            (16.16%)*        15.62%      22.35%      27.37%     (2.11%)     11.07%

RATIOS/SUPPLEMENTAL DATA:

   Ratio of expenses to average net assets . .               .51%*          1.06%       1.06%       1.04%      1.10%       1.09%

   Ratio of net investment income (loss)

       to average net assets . . . . . . . . .               .42%*           .50%        .91%        .91%      1.09%       (.14%)

   Portfolio Turnover Rate . . . . . . . . . .             63.15%*        112.32%     137.38%     268.40%    242.75%     194.59%

   Net Assets, end of period (000's Omitted) .          $375,683        $508,562    $471,660    $419,240   $372,313    $463,323
- -----------------------------

*  Not annualized.

                      SEE NOTES TO FINANCIAL STATEMENTS.
</TABLE>
DREYFUS GROWTH OPPORTUNITY FUND, INC.
- -----------------------------------------------------------------------------

NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

NOTE 1--SIGNIFICANT ACCOUNTING POLICIES:

  Dreyfus  Growth  Opportunity  Fund,  Inc. (the "Fund") is registered under the
Investment  Company  Act  of  1940,  as  amended  (the  "Act"), as a diversified
open-end  management  investment  company. The Fund's investment objective is to
provide  long-term  capital  growth consistent with the preservation of capital.
The Dreyfus Corporation (the "Manager") serves as the Fund's investment adviser.
The  Manager  is  a  direct  subsidiary of Mellon Bank, N.A. ("Mellon"). Premier
Mutual  Fund  Services,  Inc. is the distributor of the Fund's shares, which are
sold to the public without a sales charge.

  The  Fund' s  financial  statements  are prepared in accordance with generally
accepted accounting principles which may require the use of management estimates
and assumptions. Actual results could differ from those estimates.

  (A)  PORTFOLIO  VALUATION:  Investments  in  securities (including options and
financial futures) 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.  Investments  denominated  in  foreign
currencies  are  translated to U.S. dollars at the prevailing rates of exchange.
Forward currency exchange contracts are valued at the forward rate.

  (B)  FOREIGN  CURRENCY TRANSACTIONS: The Fund does not isolate that portion of
the  results  of  operations resulting from changes in foreign exchange rates on
investments  from  the fluctuations arising from changes in the market prices of
securities  held.  Such  fluctuations  are  included  with  the net realized and
unrealized gain or loss from investments.

  Net  realized foreign exchange gains or losses arise from sales and maturities
of  short-term securities, sales of foreign currencies, currency gains or losses
realized  on  securities  transactions  and the difference between the amount of
dividends,  interest  and foreign withholding taxes recorded on the Fund's books
and  the  U.S.  dollar  equivalent of the amounts actually received or paid. Net
unrealized  foreign exchange gains and losses arise from changes in the value of
assets  and  liabilities  other  than  investments in securities, resulting from
changes  in exchange rates. Such gains and losses are included with net realized
and unrealized gain or loss on investments.

(C) 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. Under the terms of the custodian agreement, the Fund receives net
earnings credits based on available cash balances left on deposit.

(D) 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 of 1986, as amended (the "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.

  (E)  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  Code,  and to make distributions of taxable income sufficient to relieve it
from substantially all Federal income and excise taxes.

DREYFUS GROWTH OPPORTUNITY FUND, INC.
- -----------------------------------------------------------------------------

NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

NOTE 2--BANK LINE OF CREDIT:

  The  Fund  participates  with  other  Dreyfus-managed  Funds in a $600 million
redemption  credit  facility  (" Facility" ) to  be  utilized  for  temporary or
emergency  purposes,  including  the  financing  of  redemptions.  In connection
therewith, the Fund has agreed to pay commitment fees on its pro rata portion of
the  Facility.  Interest  is  charged  to  the Fund at rates based on prevailing
market rates in effect at the time of borrowings. During the period ended August
31, 1998, the Fund did not borrow under the Facility.

NOTE 3--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 .75 of 1% of the value of the
Fund' s  average daily net assets and is payable monthly. The Agreement provides
that if in any full fiscal year the aggregate expenses of the Fund, exclusive of
taxes, brokerage, interest on borrowings (which in the view of Stroock & Stroock
&  Lavan  LLP,  counsel  to  the  Fund,  also includes loan commitment fees) and
extraordinary  expenses,  exceed  11_2%  of  the average value of the Fund's net
assets,  the  Manager  will  bear  such  excess expense. During the period ended
August 31, 1998, there was no expense reimbursement pursuant to the Agreement.

  (B)  Under  the Shareholder Services Plan, the Fund reimburses Dreyfus Service
Corporation,  a  wholly-owned subsidiary of the Manager, an amount not to exceed
an  annual rate of .25 of 1% of the value of the Fund's 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. During the period ended
August  31,  1998,  the  Fund  was  charged $305,289 pursuant to the Shareholder
Services Plan.

  The  Fund compensates Dreyfus Transfer, Inc., a wholly-owned subsidiary of the
Manager,   under  a  transfer  agency  agreement  for  providing  personnel  and
facilities  to  perform transfer agency services for the Fund. During the period
ended  August  31,  1998,  the Fund was charged $99,742 pursuant to the transfer
agency agreement.

  The  Fund compensates Mellon under a custody agreement for providing custodial
services  for  the  Fund.  During the period ended August 31, 1998, the Fund was
charged $45,529 pursuant to the custody agreement.

  (C)  Each  director  who  is  not  an  affiliated person as defined in the Act
receives from the Fund 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 4--SECURITIES TRANSACTIONS:

  (A)  The  aggregate  amount  of  purchases and sales of investment securities,
excluding short-term securities, financial futures and forward currency exchange
contracts,  during the period ended August 31, 1998 amounted to $295,623,636 and
$385,235,473, respectively.

The Fund enters into forward currency exchange contracts in order to hedge its
exposure  to changes in foreign currency exchange rates on its foreign portfolio
holdings.  When  executing  forward  currency  exchange  contracts,  the Fund is
obligated  to  buy  or  sell a foreign currency at a specified rate on a certain
date  in  the  future.  With  respect  to  sales  of  forward  currency exchange
contracts,  the  Fund  would incur a loss if the value of the contract increases
between  the  date  the  forward  contract  is  opened  and the date the forward
contract  is closed. The Fund realizes a gain if the value of the DREYFUS GROWTH
OPPORTUNITY FUND, INC.
- -----------------------------------------------------------------------------

NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

contract  decreases  between  those  dates. With respect to purchases of forward
currency  exchange  contracts,  the  Fund would incur a loss if the value of the
contract  decreases between the date the forward contract is opened and the date
the  forward  contract  is  closed. The Fund realizes a gain if the value of the
contract  increases between those dates. The Fund is also exposed to credit risk
associated  with counter party nonperformance on these forward currency exchange
contracts  which  is  typically  limited  to  the  unrealized  gain on each open
contract.  At August 31, 1998, there were no forward currency exchange contracts
outstanding.

  The  Fund  may invest in financial futures contracts in order to gain exposure
to  or protect against changes in the market. The Fund is exposed to market risk
as  a  result  of  changes in the value of the underlying financial instruments.
Investments  in  financial futures require the Fund to mark to market on a daily
basis,  which  reflects  the  change in the market value of the contracts at the
close  of  each day's trading. Typically, variation margin payments are received
or  made  to  reflect  daily  unrealized gains or losses. When the contracts are
closed,  the  Fund recognizes a realized gain or loss. These investments require
initial  margin  deposits  with  a  custodian,  which  consist  of  cash or cash
equivalents, up to approximately 10% of the contract amount. The amount of these
deposits  is  determined by the exchange or Board of Trade on which the contract
is  traded and is subject to change. At August 31, 1998, there were no financial
futures contracts outstanding.

(B) At August 31, 1998, accumulated net unrealized depreciation on investments
was  $23,250,352,  consisting  of  $24,339,775 gross unrealized appreciation and
$47,590,127 gross unrealized depreciation.

  At  August  31,  1998, 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 lion "d" logoreg.tm]


[dreyfus logo reg.tm]


DREYFUS GROWTH

OPPORTUNITY FUND, INC.

200 Park Avenue

New York, NY 10166

MANAGER

The Dreyfus Corporation

200 Park Avenue

New York, NY 10166

CUSTODIAN

Mellon Bank, N.A.

One Mellon Bank Center

Pittsburgh, PA 15258

TRANSFER AGENT &

DIVIDEND DISBURSING AGENT

Dreyfus Transfer, Inc.

P.O. Box 9671

Providence, RI 02940










Printed in U.S.A.                                              018SA988

Growth

Opportunity

Fund, Inc.

Semi-Annual

Report

August 31, 1998



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