Independent Accountant's Report
To the Board of Directors
Dreyfus Growth Opportunity Fund, Inc.
We have examined management's assertion about Dreyfus Growth
Opportunity Fund, Inc. 's (the "Company") compliance with the
requirements of subsections (b) and (c) of Rule 17f-2 of the Investment
Company Act of 1940 ("the Act") as of February 28, 1999, with respect to
securities and similar investments reflected in the investment account of
the Company, included in the accompanying Management Statement
Regarding Compliance with Certain Provisions of the Investment Company
Act of 1940. Management is responsible for the Company's compliance
with those requirements. Our responsibility is to express an opinion on
management's assertion about the Company's compliance based on our
examination.
Our examination was made in accordance with standards established by
the American Institute of Certified Public Accountants and accordingly,
included examining, on a test basis, evidence about the Company's
compliance with those requirements and performing such other procedures
as we considered necessary in the circumstances. Included among our
procedures were the following tests performed as of February 28, 1999,
and with respect to agreement of security and similar investments purchases
and sales, for the period from November 30, 1998 (the date of last
examination) through February 28, 1999;
Count and inspection of all securities and similar investments located in the
vault of Mellon Bank in New York, without prior notice to management;
Confirmation of all securities and similar investments held by institutions in
book entry form (i.e., the Federal Reserve Bank of Boston, the Depository
Trust Company and the Participant Trust Company);
Reconciliation of confirmation results as to all such securities and
investments to the books and records of the Company and Mellon Bank;
Confirmation of all repurchase agreements, if any, with brokers/banks and
agreement of underlying collateral with Mellon Bank's records;
Agreement of investment purchases and sales or maturities since our last
examination from the books and records of the Company to broker
confirmations.
We believe that our examination provides a reasonable basis for our opinion
Our examination does not provide a legal determination on the Company's
compliance with specified requirements.
In our opinion, management's assertion that Dreyfus Growth Opportunity
Fund, Inc. was in compliance with the requirements of subsections (b) and
(c) of Rule 17f-2 of the Investment Company Act of 1940 as of November
30, 1998 with respect to securities and similar investments reflected in the
investment account of the Company is fairly stated, in all material respects.
This report is intended solely for the information and use of management of
Dreyfus Growth Opportunity Fund, Inc. and the Securities and Exchange
Commission and should not be used for any other purpose.
ERNST & YOUNG LLP
New York, New York
March 31, 1999
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM N-17f-2
Certificate of Accounting or Securities and Similar
Investments in the Custody of
Management Investment Companies
Pursuant to Rule 17f-2 [17 CRF 270.17f-2]
1. Investment Company Act File Date examination
Number: completed:
811-1899 03/31/99
2. State Identification Number:
AL AK AZ AR CA CO
CT DE DC FL GA HI
ID IL IN IA KS KY
LA ME MD MA MI MN
MS MO MI NE NV NH
NJ NM NY NC ND OH
OK OR PA RI SC SD
TN TX UT VT VA WA
WV WI WY PUERTO
RICO
Other
Specify:
3. Exact name of investment company as specified in registration
statement:
4. Address of principal executive office: (number, street, city, state,
zip code) 200 Park Avenue, 55th Floor , New York, NY 10166
INSTRUCTIONS
The Form must be completed by investment companies that have
custody of securities or similar investments
Investment Company
1. All items must be completed by the investment company.
2. Give this Form to the independent public accountant who, in
compliance with Rule 17f-2 under the Act and applicable state
law, examine securities and similar investments in the custody
of the investment company.
Accountant
3. Submit this Form to the Securities and Exchange Commission
and appropriate state securities administrators when filing the
certificate of accounting required by Rule 17f-2 under the Act
and applicable state law. File the original and one copy with
the Securities and Exchange Commissions's principal office in
Washington D.C., one copy with the regional office for the
region in which the investment company's principal business
operations are conducted, and one copy with the appropriate
state administrator(s), if applicable.
THIS FORM MUST BE GIVEN TO YOUR INDEPENDENT PUBLIC
ACCOUNTANT
