DREYFUS MUNICIPAL MONEY MARKET FUND INC
485BPOS, 1994-07-21
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                                                            File No. 2-65232
                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549

                                  FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933                [X]

     Pre-Effective Amendment No.                                       [ ]
   
     Post-Effective Amendment No. 22                                   [X]
    

                                   and/or

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

     Amendment No. 22                                                  [X]
    


                      (Check appropriate box or boxes.)

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


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


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

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


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

           immediately upon filing pursuant to paragraph (b) of Rule 485
     ----
      X    on July 25, 1994 pursuant to paragraph (b) of Rule 485
     ----
           60 days after filing pursuant to paragraph (a) of Rule 485
     ----
           on     (date)      pursuant to paragraph (a) of Rule 485
     ----
    
   
     Registrant has registered an indefinite number of shares of its common
stock under the Securities Act of 1933 pursuant to Section 24(f) of the
Investment Company Act of 1940.  Registrant's Rule 24f-2 Notice for the
fiscal year ended May 31, 1994 will be filed on or about July 28, 1994.
    


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


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

   1           Cover Page                                     Cover

   2           Synopsis                                         2

   3           Condensed Financial Information                  2

   4           General Description of Registrant                13

   5           Management of the Fund                           7

   5(a)        Management's Discussion of Fund Performance      *

   6           Capital Stock and Other Securities               16

   7           Purchase of Securities Being Offered             8

   8           Redemption or Repurchase                         12

   9           Pending Legal Proceedings                        *
    


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

   10          Cover Page                                     Cover

   11          Table of Contents                              Cover

   12          General Information and History                B-23

   13          Investment Objectives and Policies             B-2

   14          Management of the Fund                         B-8

   15          Control Persons and Principal                  B-11
               Holders of Securities

   16          Investment Advisory and Other                  B-11
               Services
    

_____________________________________

NOTE:  * Omitted since answer is negative or inapplicable.


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


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

   17          Brokerage Allocation                           B-22

   18          Capital Stock and Other Securities             B-22

   19          Purchase, Redemption and Pricing               B-13; B-15;
               of Securities Being Offered                    B-20

   20          Tax Status                                     *

   21          Underwriters                                   B-13

   22          Calculations of Performance Data               B-21

   23          Financial Statements                           B-28


Items in
Part C of
Form N-1A
_________
   

   24          Financial Statements and Exhibits              C-1

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

   26          Number of Holders of Securities                C-3

   27          Indemnification                                C-3

   28          Business and Other Connections of              C-4
               Investment Adviser

   29          Principal Underwriters                         C-30

   30          Location of Accounts and Records               C-37

   31          Management Services                            C-37

   32          Undertakings                                   C-37

    

_____________________________________


NOTE:  * Omitted since answer is negative or inapplicable.





- ------------------------------------------------------------------------
   
PROSPECTUS                                                 JULY 25, 1994
    

               DREYFUS MUNICIPAL MONEY MARKET FUND, INC.
- ------------------------------------------------------------------------
    DREYFUS MUNICIPAL MONEY MARKET FUND, INC. (THE "FUND") IS AN
OPEN-END, DIVERSIFIED, MANAGEMENT INVESTMENT COMPANY, KNOWN AS A
MONEY MARKET MUTUAL FUND. ITS GOAL IS THE MAXIMIZATION OF CURRENT
INCOME EXEMPT FROM FEDERAL INCOME TAX TO THE EXTENT CONSISTENT
WITH THE PRESERVATION OF CAPITAL AND THE MAINTENANCE OF LIQUIDITY.
    YOU CAN INVEST, REINVEST OR REDEEM SHARES AT ANY TIME WITHOUT
CHARGE OR PENALTY. THE FUND PROVIDES FREE REDEMPTION CHECKS, WHICH
YOU CAN USE IN AMOUNTS OF $500 OR MORE FOR CASH OR TO PAY BILLS.
YOU CONTINUE TO EARN INCOME ON THE AMOUNT OF THE CHECK UNTIL IT
CLEARS. YOU CAN PURCHASE OR REDEEM SHARES BY TELEPHONE USING
DREYFUS TELETRANSFER.
    THE DREYFUS CORPORATION PROFESSIONALLY MANAGES THE FUND'S
PORTFOLIO.
   
    
   
    AN INVESTMENT IN THE FUND IS NEITHER INSURED NOR GUARANTEED BY
THE U.S. GOVERNMENT. THERE CAN BE NO ASSURANCE THAT THE FUND WILL
BE ABLE TO MAINTAIN A STABLE NET ASSET VALUE OF $1.00 PER SHARE.
    

    THIS PROSPECTUS SETS FORTH CONCISELY INFORMATION ABOUT THE
FUND THAT YOU SHOULD KNOW BEFORE INVESTING. IT SHOULD BE READ AND
RETAINED FOR FUTURE REFERENCE.
   
    PART B (ALSO KNOWN AS THE STATEMENT OF ADDITIONAL INFORMATION),
DATED JULY 25, 1994, WHICH MAY BE REVISED FROM TIME TO TIME,
PROVIDES A FURTHER DISCUSSION OF CERTAIN AREAS IN THIS PROSPECTUS
AND OTHER MATTERS WHICH MAY BE OF INTEREST TO SOME INVESTORS. IT
HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION AND IS
INCORPORATED HEREIN BY REFERENCE. FOR A FREE COPY, WRITE TO THE
FUND AT 144 GLENN CURTISS BOULEVARD, UNIONDALE, NEW YORK 11556-
0144, OR CALL 1-800-645-6561. WHEN TELEPHONING, ASK FOR OPERATOR
666.
    
   
    MUTUAL FUND SHARES ARE NOT DEPOSITS OR OBLIGATIONS OF, OR
GUARANTEED OR ENDORSED BY, ANY BANK, AND ARE NOT FEDERALLY
INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE FEDERAL
RESERVE BOARD, OR ANY OTHER AGENCY.
    

- --------------------------------------------------------------------------
                              TABLE OF CONTENTS
                                                                PAGE
   
ANNUAL FUND OPERATING EXPENSES...........................         2
CONDENSED FINANCIAL INFORMATION..........................         2
YIELD INFORMATION........................................         3
DESCRIPTION OF THE FUND..................................         3
MANAGEMENT OF THE FUND...................................         7
HOW TO BUY FUND SHARES...................................         8
SHAREHOLDER SERVICES.....................................        10
HOW TO REDEEM FUND SHARES................................        12
SHAREHOLDER SERVICES PLAN................................        15
DIVIDENDS, DISTRIBUTIONS AND TAXES.......................        15
GENERAL INFORMATION......................................        16
    

- ------------------------------------------------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
- ------------------------------------------------------------------------
                      ANNUAL FUND OPERATING EXPENSES
                  (as a percentage of average daily net assets)

    Management Fees.......................................        .50%
   
    
   
    Other Expenses........................................        .12%
    
    Total Fund Operating Expenses.........................        .62%

<TABLE>
<CAPTION>

EXAMPLE:                                        1 YEAR    3 YEARS    5 YEARS   10 YEARS
    <S>                                           <C>       <C>        <C>        <C>
    You would pay the following expenses on
    a $1,000 investment, assuming (1) 5%
    annual return and (2) redemption at the
    end of each time period:                      $6        $20        $35        $77

</TABLE>

    THE AMOUNTS LISTED IN THE EXAMPLE SHOULD NOT BE CONSIDERED AS
REPRESENTATIVE OF PAST OR FUTURE EXPENSES AND ACTUAL EXPENSES
MAY BE GREATER OR LESS THAN THOSE INDICATED. MOREOVER, WHILE THE
EXAMPLE ASSUMES A 5% ANNUAL RETURN, THE FUND'S ACTUAL
PERFORMANCE WILL VARY AND MAY RESULT IN AN ACTUAL RETURN GREATER
OR LESS THAN 5%.
   

    The purpose of the foregoing table is to assist you in understanding the
various costs and expenses borne by the Fund, and therefore indirectly by
investors, the payment of which will reduce investors' return on an annual
basis. You can purchase Fund shares without charge directly from Dreyfus
Service Corporation; you may be charged a nominal fee if you effect
transactions in Fund shares through a securities dealer, bank or other
financial institution. See "Management of the Fund" and "Shareholder
Services Plan."
    

                    CONDENSED FINANCIAL INFORMATION
    The information in the following table has been audited by Ernst &
Young, the Fund's independent auditors, whose report thereon appears in
the Statement of Additional Information. Further financial data and
related notes are included in the Statement of Additional Information,
available upon request.
                         FINANCIAL HIGHLIGHTS
    Contained below is per share operating performance data for a share of
Common Stock outstanding, total investment return, ratios to average net
assets and other supplemental data for each year indicated. This
information has been derived from information provided in the Fund's
financial statements.
<TABLE>
<CAPTION>
   

                                                                         YEAR ENDED MAY 31,

                                       1985      1986      1987      1988      1989      1990      1991     1992     1993    1994

<S>                                  <C>       <C>       <C>       <C>       <C>       <C>       <C>      <C>      <C>     <C>
PER SHARE DATA:
 Net asset value, beginning
  of year..........................  $.9990    $.9991    $.9985    $.9981    $.9974    $.9972    $.9973   $.9975   $.9981  $.9983

 INVESTMENT OPERATIONS:
 Investment income-net............    .0551    .0479      .0399     .0417     .0539     .0558     .0492    .0341    .0221   .0198
 Net realized and unrealized
  gain (loss) on investments......    .0001   (.0006)    (.0004)   (.0007)   (.0002)    .0001     .0002    .0005    .0002     __

   TOTAL FROM INVESTMENT OPERATIONS.. .0552    .0473      .0395     .0410     .0537     .0559     .0494    .0346    .0223   .0198

DISTRIBUTIONS:
 Dividends from investment
  income-net....................     (.0551)  (.0479)    (.0399)   (.0417)   (.0539)   (.0558)   (.0492)  (.0340) (.0221) (.0198)
 Net asset value, end of year        $.9991   $.9985     $.9981    $.9974    $.9972    $.9973    $.9975   $.9981  $.9983  $.9983

TOTAL INVESTMENT RETURN                5.65%    4.90%      4.06%     4.25%     5.53%     5.72%     5.04%    3.46%   2.23%   2.00%
RATIOS / SUPPLEMENTAL DATA:
 Ratios of expenses to average
  net assets....................        .58%     .56%       .56%      .57%      .58%      .58%      .59%     .62%    .62%    .62%
 Ratios of net investment income to
  average net assets............       5.48%    4.79%      4.00%     4.16%     5.37%     5.59%     4.95%    3.41%    2.22%  1.98%
 Net Assets, end of year
  (000's omitted)  $2,084,523 $2,635,221 $3,082,658  $2,758,289 $2,179,515 $2,164,461 $1,818,864 $1,498,772 $1,413,815 $1,117,002
    
</TABLE>




                       Page 2
                                YIELD INFORMATION
    From time to time, the Fund advertises its yield and effective yield.
Both yield figures are based on historical earnings and are not intended to
indicate future performance. It can be expected that these yields will
fluctuate substantially. The yield of the Fund refers to the income
generated by an investment in the Fund over a seven-day period (which
period will be stated in the advertisement). This income is then
annualized. That is, the amount of income generated by the investment
during that week is assumed to be generated each week over a 52-week
period and is shown as a percentage of the investment. The effective yield
is calculated similarly, but, when annualized, the income earned by an
investment in the Fund is assumed to be reinvested. The effective yield
will be slightly higher than the yield because of the compounding effect of
this assumed reinvestment. The Fund's yield and effective yield may
reflect absorbed expenses pursuant to any undertaking that may be in
effect. See "Management of the Fund."
    Tax equivalent yield is calculated by determining the pre-tax yield
which, after being taxed at a stated rate, would be equivalent to a stated
yield or effective yield calculated as described above.
    Yield information is useful in reviewing the Fund's performance, but
because yields will fluctuate, such information under certain conditions
may not provide a basis for comparison with domestic bank deposits,
other investments which pay a fixed yield for a stated period of time, or
other investment companies which may use a different method of
computing yield.
    Comparative performance information may be used from time to time in
advertising or marketing the Fund's shares, including data from Lipper
Analytical Services, Inc., Bank Rate Monitor trademark, N. Palm Beach, Fla.
33408, IBC/Donoghue's Money Fund Report, Morningstar, Inc. and other
industry publications.
                        DESCRIPTION OF THE FUND
INVESTMENT OBJECTIVE - The Fund's goal is the maximization of current
income exempt from Federal income tax to the extent consistent with the
preservation of capital and the maintenance of liquidity. To accomplish
this goal, the Fund invests primarily in Municipal Obligations (described
below). The Fund's investment objective cannot be changed without
approval by the holders of a majority (as defined in the Investment
Company Act of 1940) of the Fund's outstanding voting shares. There can
be no assurance that the Fund's investment objective will be achieved.
Securities in which the Fund invests may not earn as high a level of
current income as long-term or lower quality securities which generally
have less liquidity, greater market risk and more fluctuation in market
value.
MUNICIPAL OBLIGATIONS - Municipal Obligations are debt obligations
issued by states, territories and possessions of the United States and the
District of Columbia and their political subdivisions, agencies and
instrumentalities, or multistate agencies or authorities, the interest
from which is, in the opinion of bond counsel to the issuer, exempt from
Federal income tax. Municipal Obligations generally include debt
obligations issued to obtain funds for various public purposes as well as
certain industrial development bonds issued by or on behalf of public
authorities. Municipal Obligations are classified as general obligation
bonds, revenue bonds and notes. General obligation bonds are secured by
the issuer's pledge of its faith, credit and taxing power for the payment of
principal and interest. Revenue bonds are payable from the revenue derived
from a particular facility or class of facilities or, in some cases, from
the proceeds of a special excise or other specific revenue source, but not
from the general taxing power. Tax exempt industrial development bonds,
in most cases, are revenue bonds that generally do not carry the pledge of
the credit of the issuing municipality, but generally are guaranteed by the
corporate entity on whose behalf they are issued. Notes are short-term
instruments which are obligations of the issuing municipalities or
agencies and are sold in anticipation of a bond sale, collection of taxes or
receipt of other revenues. Municipal Obligations include municipal
lease/purchase agreements which are similar to installment purchase
contracts for property or equipment issued by municipalities. Municipal
Obligations bear fixed, floating or variable rates of interest.
             Page 3
MANAGEMENT POLICIES - It is a fundamental policy of the Fund that it will
invest at least 80% of the value of its net assets (except when
maintaining a temporary defensive position) in Municipal Obligations.
    The Fund seeks to maintain a net asset value of $1.00 per share for
purchases and redemptions. To do so, the Fund uses the amortized cost
method of valuing its securities pursuant to Rule 2a-7 under the
Investment Company Act of 1940, certain requirements of which are
summarized as follows. In accordance with Rule 2a-7, the Fund will
maintain a dollar-weighted average portfolio maturity of 90 days or less,
purchase only instruments having remaining maturities of 13 months or
less and invest only in U.S. dollar denominated securities determined in
accordance with procedures established by the Board of Directors to
present minimal credit risks and which are rated in one of the two highest
rating categories for debt obligations by at least two nationally
recognized statistical rating organizations (or one rating organization if
the instrument was rated only by one such organization) or, if unrated, are
of comparable quality as determined in accordance with procedures
established by the Board of Directors. Moreover, the Fund will purchase
commercial paper, or other instruments having only commercial paper
ratings, only if the security is rated in the highest rating category by at
least one nationally recognized statistical rating organization or, if
unrated, of comparable quality as determined in accordance with such
procedures. The nationally recognized statistical rating organizations
currently rating investments of the type the Fund may purchase are
Moody's Investors Service, Inc. ("Moody's"), Standard & Poor's Corporation
("S&P") and Fitch Investors Service, Inc. ("Fitch") and their rating
criteria are described in the Appendix to the Fund's Statement of
Additional Information. For further information regarding the amortized
cost method of valuing securities, see "Determination of Net Asset Value"
in the Fund's Statement of Additional Information. There can be no
assurance that the Fund will be able to maintain a stable net asset value
of $1.00 per share.
    The Fund may invest more than 25% of the value of its total assets in
Municipal Obligations which are related in such a way that an economic,
business or political development or change affecting one such security
also would affect the other securities; for example, securities the
interest upon which is paid from revenues of similar types of projects, or
securities whose issuers are located in the same state. As a result, the
Fund may be subject to greater risk as compared to a fund that does not
follow this practice.
    From time to time, the Fund may invest more than 25% of the value of
its total assets in industrial development bonds which, although issued by
industrial development authorities, may be backed only by the assets and
revenues of the non-governmental users. Interest on Municipal Obligations
(including certain industrial development bonds) which are specified
private activity bonds, as defined in the Internal Revenue Code of 1986, as
amended (the "Code"), issued after August 7, 1986, while exempt from
Federal income tax, is a preference item for the purpose of the alternative
minimum tax. Where a regulated investment company receives such
interest, a proportionate share of any exempt-interest dividend paid by
the investment company may be treated as such a preference item to
shareholders. The Fund may invest without limitation in such Municipal
Obligations if The Dreyfus Corporation determines that their purchase is
consistent with the Fund's investment objective.
    The Fund may purchase floating and variable rate demand notes, which
are tax exempt obligations ordinarily having stated maturities in excess
of 13 months, but which permit the holder to demand payment of principal
at any time, or at specified intervals not exceeding 13 months, in each
case upon not more than 30 days' notice. Variable rate demand notes
include master demand notes which are obligations that permit the Fund
to invest fluctuating amounts, which may change daily without penalty,
pursuant to direct arrangements between the Fund, as lender, and the
borrower. The interest rates on these notes fluctuate from time to time.
Frequently, such obligations are secured by letters of credit or other
credit support arrangements provided by banks. Use of letters of credit or
other credit support arrangements will not adversely affect the tax
exempt status of these obligations. Because these notes are direct lending
arrangements between the lender and borrower, it is not contemplated
that such instruments generally will be traded, and there generally is no
secondary market for these notes, although they are redeemable at face
value. Accordingly, where these notes
          Page 4
are not secured by letters of credit
or other credit support arrangements, the Fund's right to redeem is
dependent on the ability of the borrower to pay principal and interest on
demand. Each note purchased by the Fund will meet the quality criteria
established for the purchase of Municipal Obligations. The Dreyfus
Corporation, on behalf of the Fund, will consider on an ongoing basis the
creditworthiness of the issuers of the floating and variable rate demand
notes in the Fund's portfolio. The Fund will not invest more than 10% of
the value of its net assets in floating or variable rate demand notes as to
which the Fund cannot exercise the demand feature on not more than seven
days' notice if there is no secondary market available for these notes, and
in other illiquid securities. See "Certain Fundamental Policies" below.
    The Fund may purchase from financial institutions participation
interests in Municipal Obligations (such as industrial development bonds
and municipal lease/purchase agreements). A participation interest gives
the Fund an undivided interest in the Municipal Obligation in the proportion
that the Fund's participation interest bears to the total principal amount
of the Municipal Obligation. These instruments may have fixed, floating or
variable rates of interest, with remaining maturities of 13 months or
less. If the participation interest is unrated, or has been given a rating
below that which otherwise is permissible for purchase by the Fund, the
participation interest will be backed by an irrevocable letter of credit or
guarantee of a bank that the Board of Directors has determined meets the
prescribed quality standards for banks set forth below, or the payment
obligation otherwise will be collateralized by U.S. Government securities.
For certain participation interests, the Fund will have the right to demand
payment, on not more than seven days' notice, for all or any part of the
Fund's participation interest in the Municipal Obligation, plus accrued
interest. As to these instruments, the Fund intends to exercise its right to
demand payment only upon a default under the terms of the Municipal
Obligation, as needed to provide liquidity to meet redemptions, or to
maintain or improve the quality of the Fund's investment portfolio. The
Fund will not invest more than 10% of its net assets in participation
interests that do not have this demand feature, and in other illiquid
securities. See "Certain Fundamental Policies" below.
    The Fund may acquire "stand-by commitments" with respect to
Municipal Obligations held in its portfolio. Under a stand-by commitment,
the Fund obligates a broker, dealer or bank to repurchase, at the Fund's
option, specified securities at a specified price and, in this respect,
stand-by commitments are comparable to put options. The exercise of a
stand-by commitment therefore is subject to the ability of the seller to
make payment on demand. The Fund will acquire stand-by commitments
solely to facilitate portfolio liquidity and does not intend to exercise its
rights thereunder for trading purposes. The Fund may pay for stand-by
commitments if such action is deemed necessary, thus increasing to a
degree the cost of the underlying Municipal Obligation and similarly
decreasing such security's yield to investors. Gains realized in connection
with the acquisition of stand-by commitments will be taxable.
   

    The Fund may purchase tender option bonds. A tender option bond is a
Municipal Obligation (generally held pursuant to a custodial arrangement)
having a relatively long maturity and bearing interest at a fixed rate
substantially higher than prevailing short-term tax exempt rates, that has
been coupled with the agreement of a third party, such as a bank, broker-
dealer or other financial institution, pursuant to which such institution
grants the security holders the option, at periodic intervals, to tender
their securities to the institution and receive the face value thereof. As
consideration for providing the option, the financial institution receives
periodic fees equal to the difference between the Municipal Obligation's
fixed coupon rate and the rate, as determined by a remarketing or similar
agent at or near the commencement of such period, that would cause the
securities, coupled with the tender option, to trade at par on the date of
such determination. Thus, after payment of this fee, the security holder
effectively holds a demand obligation that bears interest at the prevailing
short-term tax exempt rate. The Dreyfus Corporation, on behalf of the
Fund, will consider on an ongoing basis the creditworthiness of the issuer
of the underlying Municipal Obligation, of any custodian and of the third
party provider of the tender option. In certain instances and for certain
tender option bonds, the option may be terminable in the event of a default
in payment of principal or interest on the underlying Municipal
                Page 5
Obligations
and for other reasons. The Fund will not invest more than 10% of the value
of its net assets in securities that are illiquid, which would include
tender option bonds as to which it cannot exercise the tender feature on
not more than seven days' notice if there is no secondary market available
for these obligations. See "Certain Fundamental Policies" below.
    

    From time to time, on a temporary basis other than for temporary
defensive purposes (but not to exceed 20% of the value of the Fund's net
assets) or for temporary defensive purposes, the Fund may invest in
taxable short-term investments ("Taxable Investments") consisting of:
notes of issuers having, at the time of purchase, a quality rating within
the two highest grades of Moody's, S&P or Fitch; obligations of the U.S.
Government, its agencies or instrumentalities; commercial paper rated
not lower than P-1 by Moody's, A-1 by S&P or F-1 by Fitch; certificates of
deposit of U.S. domestic banks, including foreign branches of domestic
banks, with assets of one billion dollars or more; time deposits; bankers'
acceptances and other short-term bank obligations; and repurchase
agreements in respect of any of the foregoing. Dividends paid by the Fund
that are attributable to income earned by the Fund from Taxable
Investments will be taxable to investors. See "Dividends, Distributions
and Taxes." Except for temporary defensive purposes, at no time will more
than 20% of the value of the Fund's net assets be invested in Taxable
Investments. If the Fund purchases Taxable Investments, it will value
them using the amortized cost method and comply with the provisions of
Rule 2a-7 relating to purchases of taxable instruments. Under normal
market conditions, the Fund anticipates that not more than 5% of its total
assets will be invested in any one category of Taxable Investments.
Taxable Investments are more fully described in the Statement of
Additional Information, to which reference hereby is made.
CERTAIN FUNDAMENTAL POLICIES - The Fund may (i) borrow money from
banks, but only for temporary or emergency purposes, in an amount up to
(a) 15% of the Fund's total assets (including the amount borrowed) valued
at the lesser of cost or market, less liabilities (not including the amount
borrowed) at the time the borrowing is made or (b) one-third of the value
of its total assets (including the amount borrowed) in order to meet
redemption requests which otherwise might require the untimely
disposition of securities; (ii) pledge, hypothecate, mortgage or otherwise
encumber its assets, but only to secure borrowings for temporary or
emergency purposes; (iii) invest up to 5% of its assets in the obligations
of any one issuer, except that up to 25% of the value of the Fund's total
assets may be invested, and securities issued or guaranteed by the U.S.
Government or its agencies or instrumentalities may be purchased,
without regard to any such limitation; (iv) invest up to 25% of its assets
in the securities of issuers in any single industry, provided that there is
no such limitation on the purchase of Municipal Obligations and
obligations issued or guaranteed by the U.S. Government, its agencies or
instrumentalities; and (v) invest up to 10% of its net assets in repurchase
agreements providing for settlement in more than seven days after notice
and in illiquid securities (which securities could include participation
interests (including municipal lease/purchase agreements) that are not
subject to the demand feature described above and floating and variable
rate demand obligations as to which the Fund cannot exercise the related
demand feature described above and as to which there is no secondary
market). This paragraph describes fundamental policies that cannot be
changed without approval by the holders of a majority (as defined in the
Investment Company Act of 1940) of the Fund's outstanding voting shares.
See "Investment Objective and Management Policies - Investment
Restrictions" in the Statement of Additional Information.
INVESTMENT CONSIDERATIONS - Even though interest-bearing securities
are investments which promise a stable stream of income, the prices of
such securities are inversely affected by changes in interest rates and,
therefore, are subject to the risk of market price fluctuations. The values
of fixed-income securities also may be affected by changes in the credit
rating or financial condition of the issuing entities.
    New issues of Municipal Obligations usually are offered on a when-
issued basis, which means that delivery and payment for such Municipal
Obligations ordinarily take place within 45 days after the date of the
commitment to purchase. The payment obligation and the interest rate
that will be received on the Municipal
               Page 6
Obligations are fixed at the time
the Fund enters into the commitment. The Fund will make commitments to
purchase such Municipal Obligations only with the intention of actually
acquiring the securities, but the Fund may sell these securities before the
settlement date if it is deemed advisable, although any gain realized on
such sale would be taxable. The Fund will not accrue income in respect of
a when-issued security prior to its stated delivery date. No additional
when-issued commitments will be made if more than 20% of the Fund's
net assets would be so committed.
    Municipal Obligations purchased on a when-issued basis and the
securities held in the Fund's portfolio are subject to changes in value
(both generally changing in the same way, i.e., appreciating when interest
rates decline and depreciating when interest rates rise) based upon the
public's perception of the creditworthiness of the issuer and changes, real
or anticipated, in the level of interest rates. Municipal Obligations
purchased on a when-issued basis may expose the Fund to risk because
they may experience such fluctuations prior to their actual delivery.
Purchasing Municipal Obligations on a when-issued basis can involve the
additional risk that the yield available in the market when the delivery
takes place actually may be higher than that obtained in the transaction
itself. A segregated account of the Fund consisting of cash, cash
equivalents or U.S. Government securities or other high quality liquid debt
securities at least equal at all times to the amount of the when-issued
commitments will be established and maintained at the Fund's custodian
bank. Purchasing Municipal Obligations on a when-issued basis when the
Fund is fully or almost fully invested may result in greater potential
fluctuation in the value of the Fund's net assets and its net asset value
per share.
    Certain municipal lease/purchase obligations in which the Fund may
invest may contain "non-appropriation" clauses which provide that the
municipality has no obligation to make lease payments in future years
unless money is appropriated for such purpose on a yearly basis. Although
"non-appropriation" lease/purchase obligations are secured by the leased
property, disposition of the leased property in the event of foreclosure
might prove difficult. In evaluating the credit quality of a municipal
lease/purchase obligation that is unrated, The Dreyfus Corporation will
consider, on an ongoing basis, a number of factors including the likelihood
that the issuing municipality will discontinue appropriating funding for
the leased property.
    Certain provisions in the Code relating to the issuance of Municipal
Obligations may reduce the volume of Municipal Obligations qualifying for
Federal tax exemption. One effect of these provisions could be to increase
the cost of Municipal Obligations available for purchase by the Fund and
thus reduce available yield. Shareholders should consult their tax advisers
concerning the effect of these provisions on an investment in the Fund.
Proposals that may restrict or eliminate the income tax exemption for
interest on Municipal Obligations may be introduced in the future. If any
such proposal were enacted that would reduce the availability of
Municipal Obligations for investment by the Fund so as to adversely affect
Fund shareholders, the Fund would reevaluate its investment objective and
policies and submit possible changes in the Fund's structure to
shareholders for their consideration. If legislation were enacted that
would treat a type of Municipal Obligation as taxable, the Fund would treat
such security as a permissible Taxable Investment within the applicable
limits set forth herein.
    Investment decisions for the Fund are made independently from those of
other investment companies advised by The Dreyfus Corporation. However,
if such other investment companies are prepared to invest in, or desire to
dispose of, Municipal Obligations or Taxable Investments at the same time
as the Fund, available investments or opportunities for sales will be
allocated equitably to each investment company. In some cases, this
procedure may adversely affect the size of the position obtained for or
disposed of by the Fund or the price paid or received by the Fund.
                          MANAGEMENT OF THE FUND
   

    The Dreyfus Corporation, located at 200 Park Avenue, New York, New
York 10166, was formed in 1947 and serves as the Fund's investment
adviser. As of June 30, 1994, The Dreyfus Corporation managed or
administered approximately $71 billion in assets for more than 1.9
million investor accounts nationwide.
    

               Page 7
    The Dreyfus Corporation supervises and assists in the overall
management of the Fund's affairs under a Management Agreement with the
Fund, subject to the overall authority of the Fund's Board of Directors in
accordance with Maryland law.
   
    For the fiscal year ended May 31, 1994, the Fund paid The Dreyfus
Corporation a monthly management fee at the annual rate of .50 of 1% of
the value of the Fund's average daily net assets. From time to time, The
Dreyfus Corporation may waive receipt of its fees and/or voluntarily
assume certain expenses of the Fund, which would have the effect of
lowering the overall expense ratio of the Fund and increasing yield to
investors at the time such amounts are waived or assumed, as the case
may be. The Fund will not pay The Dreyfus Corporation at a later time for
any amounts it may waive, nor will the Fund reimburse The Dreyfus
Corporation for any amounts it may assume.
    
   
    The Dreyfus Corporation may pay Dreyfus Service Corporation for
shareholder and distribution services from The Dreyfus Corporation's own
assets, including past profits but not including the management fee paid
by the Fund. Dreyfus Service Corporation may use part or all of such
payments to pay securities dealers or others in respect of these services.
    

    The Shareholder Services Group, Inc., a subsidiary of First Data
Corporation, P.O. Box 9671, Providence, Rhode Island 02940-9671, is the
Fund's Transfer and Dividend Disbursing Agent (the "Transfer Agent"). The
Bank of New York, 110 Washington Street, New York, New York 10286, is
the Fund's Custodian.
                      HOW TO BUY FUND SHARES
GENERAL - The Fund's distributor is Dreyfus Service Corporation, a
wholly-owned subsidiary of The Dreyfus Corporation, located at 200 Park
Avenue, New York, New York 10166. The shares it distributes are not
deposits or obligations of The Dreyfus Security Savings Bank, F.S.B. and
therefore are not insured by the Federal Deposit Insurance Corporation.
    You can purchase Fund shares without a sales charge if you purchase
them directly from Dreyfus Service Corporation; you may be charged a
nominal fee if you effect transactions in Fund shares through a securities
dealer, bank or other financial institution. Stock certificates are issued
only upon your written request. No certificates are issued for fractional
shares. It is not recommended that the Fund be used as a vehicle for Keogh,
IRA or other qualified plans. The Fund reserves the right to reject any
purchase order.
    The minimum initial investment is $2,500, or $1,000 if you are a client
of a securities dealer, bank or other financial institution which has made
an aggregate minimum initial purchase for its customers of $2,500.
Subsequent investments must be at least $100. The initial investment
must be accompanied by the Fund's Account Application. For full-time or
part-time employees of The Dreyfus Corporation or any of its affiliates or
subsidiaries, directors of The Dreyfus Corporation, Board members of a
fund advised by The Dreyfus Corporation, including members of the Fund's
Board, or the spouse or minor child of any of the foregoing, the minimum
initial investment is $1,000. For full-time or part-time employees of The
Dreyfus Corporation or any of its affiliates or subsidiaries who elect to
have a portion of their pay directly deposited into their Fund account, the
minimum initial investment is $50. The Fund reserves the right to vary
further the initial and subsequent investment minimum requirements at
any time.
   

    You may purchase Fund shares by check or wire, or through the Dreyfus
TELETRANSFER Privilege described below. Checks should be made payable
to "The Dreyfus Family of Funds." Payments to open new accounts which
are mailed should be sent to The Dreyfus Family of Funds, P.O. Box 9387,
Providence, Rhode Island 02940-9387, together with your Account
Application. For subsequent investments, your Fund account number should
appear on the check and an investment slip should be enclosed and sent to
The Dreyfus Family of Funds, P.O. Box 105, Newark, New Jersey 07101-
0105. Neither initial nor subsequent investments should be made by third
party check. Purchase orders may be delivered in person only to a Dreyfus
Financial Center. THESE ORDERS WILL BE FORWARDED TO THE FUND AND
WILL BE PROCESSED ONLY UPON RECEIPT THERE-
              Page 8
BY. For the location of the
nearest Dreyfus Financial Center, please call one of the telephone numbers
listed under "General Information."
    
   
    Wire payments may be made if your bank account is in a commercial
bank that is a member of the Federal Reserve System or any other bank
having a correspondent bank in New York City. Immediately available funds
may be transmitted by wire to The Bank of New York,
DDA#8900052368/Dreyfus Municipal Money Market Fund, Inc., for purchase
of Fund shares in your name. The wire must include your Fund account
number (for new accounts, your Taxpayer Identification Number ("TIN")
should be included instead), account registration and dealer number, if
applicable. If your initial purchase of Fund shares is by wire, please call
1-800-645-6561 after completing your wire payment to obtain your Fund
account number. Please include your Fund account number on the Fund's
Account Application and promptly mail the Account Application to the
Fund, as no redemptions will be permitted until the Account Application is
received. You may obtain further information about remitting funds in this
manner from your bank. All payments should be made in U.S. dollars and, to
avoid fees and delays, should be drawn only on U.S. banks. A charge will be
imposed if any check used for investment in your account does not clear.
The Fund makes available to certain large institutions the ability to issue
purchase instructions through compatible computer facilities.
    

    Subsequent investments also may be made by electronic transfer of
funds from an account maintained in a bank or other domestic financial
institution that is an Automated Clearing House member. You must direct
the institution to transmit immediately available funds through the
Automated Clearing House to The Bank of New York with instructions to
credit your Fund account. The instructions must specify your Fund account
registration and your Fund account number PRECEDED BY THE DIGITS
"1111."
    Fund shares are sold on a continuous basis at the net asset value per
share next determined after an order in proper form and Federal Funds
(monies of member banks within the Federal Reserve System which are
held on deposit at a Federal Reserve Bank) are received by the Transfer
Agent. If you do not remit Federal Funds, your payment must be converted
into Federal Funds. This usually occurs within one business day of receipt
of a bank wire and within two business days of receipt of a check drawn
on a member bank of the Federal Reserve System. Checks drawn on banks
which are not members of the Federal Reserve System may take
considerably longer to convert into Federal Funds. Prior to receipt of
Federal Funds, your money will not be invested.
    The Fund's net asset value per share is determined as of 12:00 Noon,
New York time, on each day that the New York Stock Exchange is open for
business. Net asset value per share is computed by dividing the value of
the Fund's net assets (i.e., the value of its assets less liabilities) by the
total number of shares outstanding. See "Determination of Net Asset
Value" in the Fund's Statement of Additional Information.
    If your payments are received in or converted into Federal Funds by
12:00 Noon, New York time, by the Transfer Agent, you will receive the
dividend declared that day. If your payments are received in or converted
into Federal Funds after 12:00 Noon, New York time, by the Transfer Agent,
you will begin to accrue dividends on the following business day.
    Qualified institutions may telephone orders for the purchase of Fund
shares. These orders will become effective at the price determined at
12:00 Noon, New York time, and the shares purchased will receive the
dividend on Fund shares declared on that day, if the telephone order is
placed by 12:00 Noon, New York time, and Federal Funds are received by
4:00 p.m., New York time, on that day.
    Federal regulations require that you provide a certified TIN upon
opening or reopening an account. See "Dividends, Distributions and Taxes"
and the Fund's Account Application for further information concerning this
requirement. Failure to furnish a certified TIN to the Fund could subject
you to a $50 penalty imposed by the Internal Revenue Service (the "IRS").
   
DREYFUS TELETRANSFER PRIVILEGE - You may purchase Fund shares
(minimum $500, maximum $150,000 per day) by telephone if you have
checked the appropriate box and supplied the necessary information on the
            Page 9
Fund's Account Application or have filed a Shareholder Services Form with
the Transfer Agent. The proceeds will be transferred between the bank
account designated in one of these documents and your Fund account. Only
a bank account maintained in a domestic financial institution which is an
Automated Clearing House member may be so designated. The Fund may
modify or terminate this Privilege at any time or charge a service fee
upon notice to shareholders. No such fee currently is contemplated.
    
   
    If you have selected the Dreyfus TELETRANSFER Privilege, you may
request a Dreyfus TELETRANSFER purchase of Fund shares by telephoning
1-800-221-4060, if you are calling from overseas, call 1-401-455-3306.
PROCEDURES FOR MULTIPLE ACCOUNTS - Special procedures have been
designed for banks and other institutions that wish to open multiple
accounts. The institution may open a single master account by filing one
application with the Transfer Agent, and may open individual sub-accounts
at the same time or at some later date. For further information, please
refer to the Statement of Additional Information.
    

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

            Page 10
    The exchange of shares of one fund for shares of another is treated for
Federal income tax purposes as a sale of the shares given in exchange by
the shareholder and, therefore, an exchanging shareholder may realize a
taxable gain or loss.
DREYFUS AUTO-EXCHANGE PRIVILEGE - Dreyfus Auto-Exchange Privilege
enables you to invest regularly (on a semi-monthly, monthly, quarterly or
annual basis), in exchange for shares of the Fund, in shares of certain
other funds in the Dreyfus Family of Funds of which you are currently an
investor. The amount you designate, which can be expressed either in
terms of a specific dollar or share amount ($100 minimum), will be
exchanged automatically on the first and/or fifteenth of the month
according to the schedule you have selected. Shares will be exchanged at
the then-current net asset value; however, a sales load may be charged
with respect to exchanges into funds sold with a sales load. See
"Shareholder Services" in the Statement of Additional Information. The
right to exercise this Privilege may be modified or cancelled by the Fund
or the Transfer Agent. You may modify or cancel your exercise of this
Privilege at any time by writing to The Dreyfus Family of Funds, P.O. Box
9671, Providence, Rhode Island 02940-9671. The Fund may charge a
service fee for the use of this Privilege. No such fee currently is
contemplated. The exchange of shares of one fund for shares of another is
treated for Federal income tax purposes as a sale of the shares given in
exchange by the shareholder, and, therefore, an exchanging shareholder
may realize a taxable gain or loss. For more information concerning this
Privilege and the funds in the Dreyfus Family of Funds eligible to
participate in this Privilege, or to obtain a Dreyfus Auto-Exchange
Authorization Form, please call toll free 1-800-645-6561.
   
DREYFUS-AUTOMATIC ASSET BUILDER - Dreyfus-AUTOMATIC Asset Builder
permits you to purchase Fund shares (minimum of $100 and maximum of
$150,000 per transaction) at regular intervals selected by you. Fund
shares are purchased by transferring funds from the bank account
designated by you. At your option, the bank account designated by you will
be debited in the specified amount, and Fund shares will be purchased,
once a month, on either the first or fifteenth day, or twice a month, on
both days. Only an account maintained at a domestic financial institution
which is an Automated Clearing House member may be so designated. To
establish a Dreyfus-AUTOMATIC Asset Builder account, you must file an
authorization form with the Transfer Agent. You may obtain the necessary
authorization form from Dreyfus Service Corporation. You may cancel your
participation in this Privilege or change the amount of purchase at any
time by mailing written notification to The Dreyfus Family of Funds, P.O.
Box 9671, Providence, Rhode Island 02940-9671, and the notification will
be effective three business days following receipt. The Fund may modify
or terminate this Privilege at any time or charge a service fee. No such
fee currently is contemplated.
    
DREYFUS GOVERNMENT DIRECT DEPOSIT PRIVILEGE - Dreyfus Government
Direct Deposit enables you to purchase Fund shares (minimum of $100 and
maximum of $50,000 per transaction) by having Federal salary, Social
Security, or certain veterans', military or other payments from the
Federal government automatically deposited into your Fund account. You
may deposit as much of such payments as you elect. To enroll in Dreyfus
Government Direct Deposit, you must file with the Transfer Agent a
completed Direct Deposit Sign-Up Form for each type of payment that you
desire to include in this Privilege. The appropriate form may be obtained
from Dreyfus Service Corporation. Death or legal incapacity will
terminate your participation in this Privilege. You may elect at any time
to terminate your participation by notifying in writing the appropriate
Federal agency. Further, the Fund may terminate your participation upon
30 days' notice to you.
   
DREYFUS DIVIDEND OPTIONS - Dreyfus Dividend Sweep enables you to
invest automatically dividends or dividends and capital gain distributions,
if any, paid by the Fund in shares of another fund in the Dreyfus Family of
Funds of which you are a shareholder. Shares of the other fund will be
purchased at the then-current net asset value; however, a sales load may
be charged with respect to investments in shares of a fund sold with a
sales load. If you are investing in a fund that charges a sales load, you may
qualify for share prices which do not include the sales load or which
reflect a reduced sales load. If you are investing in a fund that charges a
contingent deferred sales charge, the shares purchased will be subject on
redemption to the contingent deferred sales charge, if any, applicable to
the purchased shares. See
            Page 11
"Shareholder Services" in the Statement of
Additional Information. Dreyfus Dividend ACH permits you to transfer
electronically on the payment date dividends or dividends and capital gain
distributions, if any, from the Fund to a designated bank account. Only an
account maintained at a domestic financial institution which is an
Automated Clearing House member may be so designated. Banks may
charge a fee for this service.
    
   
    For more information concerning these privileges or to request a
Dividend Options Form, please call toll free 1-800-645-6561. You may
cancel these privileges by mailing written notification to The Dreyfus
Family of Funds, P.O. Box 9671, Providence, Rhode Island 02940-9671. To
select a new fund after cancellation, you must submit a new Dividend
Options Form. Enrollment in or cancellation of these privileges is
effective three business days following receipt. These privileges are
available only for existing accounts and may not be used to open new
accounts. Minimum subsequent investments do not apply for Dreyfus
Dividend Sweep. The Fund may modify or terminate these privileges at any
time or charge a service fee. No such fee currently is contemplated.
    

DREYFUS PAYROLL SAVINGS PLAN - Dreyfus Payroll Savings Plan permits
you to purchase Fund shares (minimum of $100 per transaction)
automatically on a regular basis. Depending upon your employer's direct
deposit program, you may have part or all of your paycheck transferred to
your existing Dreyfus account electronically through the Automated
Clearing House system at each pay period. To establish a Dreyfus Payroll
Savings Plan account, you must file an authorization form with your
employer's payroll department. Your employer must complete the reverse
side of the form and return it to The Dreyfus Family of Funds, P.O. Box
9671, Providence, Rhode Island 02940-9671. You may obtain the necessary
authorization form from Dreyfus Service Corporation. You may change the
amount of purchase or cancel the authorization only by written
notification to your employer. It is the sole responsibility of your
employer, not Dreyfus Service Corporation, The Dreyfus Corporation, the
Fund, the Transfer Agent or any other person, to arrange for transactions
under the Dreyfus Payroll Savings Plan. The Fund may modify or terminate
this Privilege at any time or charge a service fee. No such fee currently is
contemplated.
AUTOMATIC WITHDRAWAL PLAN - The Automatic Withdrawal Plan permits
you to request withdrawal of a specified dollar amount (minimum of $50)
on either a monthly or quarterly basis if you have a $5,000 minimum
account. An application for the Automatic Withdrawal Plan can be obtained
from Dreyfus Service Corporation. There is a service charge of 50 cents
for each withdrawal check. The Automatic Withdrawal Plan may be ended
at any time by you, the Fund or the Transfer Agent. Shares for which
certificates have been issued may not be redeemed through the Automatic
Withdrawal Plan.
                     HOW TO REDEEM FUND SHARES
GENERAL - You may request redemption of your shares at any time.
Redemption requests should be transmitted to the Transfer Agent as
described below. When a request is received in proper form, the Fund will
redeem the shares at the next determined net asset value.
    The Fund imposes no charges when shares are redeemed directly through
Dreyfus Service Corporation. Securities dealers, banks and other financial
institutions may charge a nominal fee for effecting redemptions of Fund
shares. Any certificates representing Fund shares being redeemed must be
submitted with the redemption request. The value of the shares redeemed
may be more or less than their original cost, depending upon the Fund's
then-current net asset value.
    If a redemption request in proper form is received by the Transfer
Agent by 12:00 Noon, New York time, on a business day, shares will be
redeemed at the net asset value determined on that day. If the request is
received later that day by the Transfer Agent, shares will be redeemed at
the next determined net asset value.
    The Fund ordinarily will make payment for all shares redeemed within
seven days after receipt by the Transfer Agent of a redemption request in
proper form, except as provided by the rules of the Securities
             Page 12
and
Exchange Commission. HOWEVER, IF YOU HAVE PURCHASED FUND SHARES BY
CHECK, BY DREYFUS TELETRANSFER PRIVILEGE OR THROUGH DREYFUS-
AUTOMATIC ASSET BUILDER AND SUBSEQUENTLY SUBMIT A WRITTEN
REDEMPTION REQUEST TO THE TRANSFER AGENT, YOUR REDEMPTION WILL BE
EFFECTIVE AND THE REDEMPTION PROCEEDS WILL BE TRANSMITTED TO YOU
PROMPTLY UPON BANK CLEARANCE OF YOUR PURCHASE CHECK, DREYFUS
TELETRANSFER PURCHASE OR DREYFUS-AUTOMATIC ASSET BUILDER ORDER,
WHICH MAY TAKE UP TO EIGHT BUSINESS DAYS OR MORE. IN ADDITION, THE
FUND WILL NOT HONOR REDEMPTION CHECKS UNDER THE CHECK REDEMPTION
PRIVILEGE, AND WILL REJECT REQUESTS TO REDEEM SHARES BY WIRE OR
TELEPHONE OR PURSUANT TO THE DREYFUS TELETRANSFER PRIVILEGE, FOR
A PERIOD OF EIGHT BUSINESS DAYS AFTER RECEIPT BY THE TRANSFER
AGENT OF THE PURCHASE CHECK, THE DREYFUS TELETRANSFER PURCHASE
OR THE DREYFUS-AUTOMATIC ASSET BUILDER ORDER AGAINST WHICH SUCH
REDEMPTION IS REQUESTED. THESE PROCEDURES WILL NOT APPLY IF YOUR
SHARES WERE PURCHASED BY WIRE PAYMENT, OR IF YOU OTHERWISE HAVE A
SUFFICIENT COLLECTED BALANCE IN YOUR ACCOUNT TO COVER THE
REDEMPTION REQUEST. PRIOR TO THE TIME ANY REDEMPTION IS EFFECTIVE,
DIVIDENDS ON SUCH SHARES WILL ACCRUE AND BE PAYABLE, AND YOU WILL
BE ENTITLED TO EXERCISE ALL OTHER RIGHTS OF BENEFICIAL OWNERSHIP.
Fund shares will not be redeemed until the Transfer Agent has received
your Account Application.
    The Fund reserves the right to redeem your account upon not less than
45 days' written notice if your account's net asset value is $500 or less
and remains so during the notice period.
   
PROCEDURES - You may redeem shares by using the regular redemption
procedure through the Transfer Agent, the Check Redemption Privilege, the
Wire Redemption Privilege, the Telephone Redemption Privilege, or the
Dreyfus TELETRANSFER Privilege. The Fund makes available to certain
large institutions the ability to issue redemption instructions through
compatible computer facilities.
    

   
    You may redeem or exchange Fund shares by telephone if you have
checked the appropriate box on the Fund's Account Application or have
filed a Shareholder Services Form with the Transfer Agent. If you select a
telephone redemption or exchange privilege, you authorize the Transfer
Agent to act on telephone instructions from any person representing
himself or herself to be you, and reasonably believed by the Transfer
Agent to be genuine. The Fund will require the Transfer Agent to employ
reasonable procedures, such as requiring a form of personal identification,
to confirm that instructions are genuine and, if it does not follow such
procedures, the Fund or the Transfer Agent may be liable for any losses
due to unauthorized or fraudulent instructions. Neither the Fund nor the
Transfer Agent will be liable for following telephone instructions
reasonably believed to be genuine.
    

    During times of drastic economic or market conditions, you may
experience difficulty in contacting the Transfer Agent by telephone to
request a redemption or exchange of Fund shares. In such cases, you should
consider using the other redemption procedures described herein. Use of
these other redemption procedures may result in your redemption request
being processed at a later time than it would have been if telephone
redemption had been used.
   
REGULAR REDEMPTION - Under the regular redemption procedure, you may
redeem shares by written request mailed to The Dreyfus Family of Funds,
P.O. Box 9671, Providence, Rhode Island 02940-9671. Redemption requests
may be delivered in person only to a Dreyfus Financial Center. THESE
REQUESTS WILL BE FORWARDED TO THE FUND AND WILL BE PROCESSED ONLY
UPON RECEIPT THEREBY. For the location of the nearest Dreyfus Financial
Center, please call one of the telephone numbers listed under "General
Information." Redemption requests must be signed by each shareholder,
including each owner of a joint account, and each signature must be
guaranteed. The Transfer Agent has adopted standards and procedures
pursuant to which signature-guarantees in proper form generally will be
accepted from domestic banks, brokers, dealers, credit unions, national
securities exchanges, registered securities associations, clearing
agencies and savings associations, as well as from participants in the
New York Stock Exchange Medallion Signature Program, the Securities
Transfer Agents Medallion Program ("STAMP") and the Stock Exchanges
          Page 13
Medallion Program. If you have any questions with respect to signature-
guarantees, please call one of the telephone numbers listed under "General
Information."
    

    Redemption proceeds of at least $1,000 will be wired to any member
bank of the Federal Reserve System in accordance with a written
signature-guaranteed request.
   

CHECK REDEMPTION PRIVILEGE - You may request on the Account
Application, Shareholder Services Form or by later written request that
the Fund provide Redemption Checks drawn on the Fund's account.
Redemption Checks may be made payable to the order of any person in the
amount of $500 or more. Redemption Checks should not be used to close
your account. Redemption Checks are free, but the Transfer Agent will
impose a fee for stopping payment of a Redemption Check upon your
request or if the Transfer Agent cannot honor a Redemption Check because
of insufficient funds or other valid reason. You should date your
Redemption Checks with the current date when you write them. Please do
not postdate your Redemption Checks. If you do, the Transfer Agent will
honor, upon presentment, even if presented before the date of the check,
all postdated Redemption Checks which are dated within six months of
presentment for payment, if they are otherwise in good order. Shares for
which certificates have been issued may not be redeemed by Redemption
Check. This Privilege may be modified or terminated at any time by the
Fund or the Transfer Agent upon notice to shareholders.
    

   
    


   
WIRE REDEMPTION PRIVILEGE - You may request by wire or telephone that
redemption proceeds (minimum $1,000) be wired to your account at a bank
which is a member of the Federal Reserve System, or a correspondent bank
if your bank is not a member. To establish the Wire Redemption Privilege,
you must check the appropriate box and supply the necessary information
on the Fund's Account Application or file a Shareholder Services Form
with the Transfer Agent. You may direct that redemption proceeds be paid
by check (maximum $150,000 per day) made out to the owners of record
and mailed to your address. Redemption proceeds of less than $1,000 will
be paid automatically by check. Holders of jointly registered Fund or bank
accounts may have redemption proceeds of only up to $250,000 wired
within any 30-day period. You may telephone redemption requests by
calling 1-800-221-4060 or, if you are calling from overseas, call 1-401-
455-3306. The Fund reserves the right to refuse any redemption request,
including requests made shortly after a change of address, and may limit
the amount involved or the number of such requests. This Privilege may be
modified or terminated at any time by the Transfer Agent or the Fund. The
Fund's Statement of Additional Information sets forth instructions for
transmitting redemption requests by wire. Shares for which certificates
have been issued are not eligible for this Privilege.
    
   
TELEPHONE REDEMPTION PRIVILEGE __ You may redeem Fund shares
(maximum $150,000 per day) by telephone if you have checked the
appropriate box on the Fund's Account Application or have filed a
Shareholder Services Form with the Transfer Agent. The redemption
proceeds will be paid by check and mailed to your address. You may
telephone redemption instructions by calling 1-800-221-4060 or, if you
are calling from overseas, call 1-401-455-3306. The Fund reserves the
right to refuse any request made by telephone, including requests made
shortly after a change of address, and may limit the amount involved or
the number of telephone redemption requests. This Privilege may be
modified or terminated at any time by the Transfer Agent or the Fund.
Shares for which certificates have been issued are not eligible for this
Privilege.
    
   
DREYFUS TELETRANSFER PRIVILEGE - You may redeem Fund shares
(minimum $500 per day) by telephone if you have checked the appropriate
box and supplied the necessary information on the Fund's Account
Application or have filed a Shareholder Services Form with the Transfer
Agent. The proceeds will be transferred between your Fund account and the
bank account designated in one of these documents. Only such an account
maintained in a domestic financial institution which is an Automated
Clearing House member may be so designated. Redemption proceeds will be
on deposit in your account at an Automated Clearing House member bank
ordinarily two days after receipt of the redemption request or, at your
request, paid by check (maximum $150,000 per day) and mailed to your
address. Holders of jointly registered Fund or bank accounts may redeem
through the Dreyfus TELETRANSFER
            Page 14
Privilege for transfer to their bank
account only up to $250,000 within any 30-day period. The Fund reserves
the right to refuse any request made by telephone, including requests
made shortly after a change of address, and may limit the amount involved
or the number of such requests. The Fund may modify or terminate this
Privilege at any time or charge a service fee upon notice to shareholders.
No such fee currently is contemplated.

    
   
    
   
    If you have selected the Dreyfus TELETRANSFER Privilege, you may
request a Dreyfus TELETRANSFER redemption of Fund shares by telephoning
1-800-221-4060 or, if you are calling from overseas, call 1-401-455-
3306. Shares issued in certificate form are not eligible for this Privilege.
    

                    SHAREHOLDER SERVICES PLAN
   
    The Fund has adopted a Shareholder Services Plan pursuant to which the
Fund reimburses Dreyfus Service Corporation an amount not to exceed an
annual rate of .25 of 1% of the value of the 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.
    

                DIVIDENDS, DISTRIBUTIONS AND TAXES
    The Fund ordinarily declares dividends from net investment income on
each day the New York Stock Exchange is open for business. Dividends
usually are paid on the last calendar day of each month and are
automatically reinvested in additional Fund shares at net asset value or,
at your option, are paid in cash. The Fund's earnings for Saturdays,
Sundays and holidays are declared as dividends on the preceding business
day. If you redeem all shares in your account at any time during the month,
all dividends to which you are entitled will be paid to you along with the
proceeds of the redemption. Distributions from net realized securities
gains, if any, generally are declared and paid once a year, but the Fund may
make distributions on a more frequent basis to comply with the
distribution requirements of the Code, in all events in a manner consistent
with the provisions of the Investment Company Act of 1940. The Fund will
not make distributions from net realized securities gains unless capital
loss carryovers, if any, have been utilized or have expired. You may choose
whether to receive distributions in cash or to reinvest in additional Fund
shares at net asset value. All expenses are accrued daily and deducted
before declaration of dividends to investors.
   
    Except for dividends from Taxable Investments, the Fund anticipates
that substantially all dividends paid by the Fund will not be subject to
Federal income tax. Dividends derived from Taxable Investments, together
with distributions from any net realized short-term securities gains and
all or a portion of any gains realized from the sale or other disposition of
certain market discount bonds, paid by the Fund are subject to Federal
income tax as ordinary income, whether or not reinvested. No dividend paid
by the Fund will qualify for the dividends received deduction allowable to
certain U.S. corporations. Distributions from net realized long-term
securities gains of the Fund generally are taxable as long-term capital
gains for Federal income tax purposes if you are a citizen or resident of
the United States. The Code provides that the net capital gain of an
individual generally will not be subject to Federal income tax at a rate in
excess of 28%. Under the Code, interest on indebtedness incurred or
continued to purchase or carry Fund shares which is deemed to relate to
exempt-interest dividends is not deductible.
    

    Although all or a substantial portion of the dividends paid by the Fund
may be excluded by shareholders of the Fund from their gross income for
Federal income tax purposes, the Fund may purchase specified private
activity bonds, the interest from which may be (i) a preference item for
purposes of the alternative minimum tax, (ii) a component of the
"adjusted current earnings" preference item for purposes of the corporate
alternative minimum tax as well as a component in computing the
corporate environmental tax or (iii) a factor in determining the extent to
which a shareholder's Social Security benefits are taxable. If the Fund
purchases such securities, the portion of the Fund's dividends related
thereto will not necessarily be tax exempt
               Page 15
to an investor who is subject
to the alternative minimum tax and/or the tax on Social Security benefits
and may cause an investor to be subject to such taxes.
   
    Taxable dividends derived from net investment income, together with
distributions from net realized short-term securities gains and all or a
portion of any gains realized from the sale or other disposition of certain
market discount bonds, paid by the Fund to a foreign investor generally are
subject to U.S. nonresident withholding taxes at the rate of 30%, unless
the foreign investor claims the benefit of a lower rate specified in a tax
treaty. Distributions from net realized long-term securities gains paid by
the Fund to a foreign investor generally will not be subject to U.S.
nonresident withholding tax. However, such distributions may be subject
to backup withholding, as described below, unless the foreign investor
certifies his non-U.S. residency status.
    

    Notice as to the tax status of your dividends and distributions will be
mailed to you annually. You also will receive periodic summaries of your
account which will include information as to dividends and distributions
from securities gains, if any, paid during the year. These statements set
forth the dollar amount of income exempt from Federal tax and the dollar
amount, if any, subject to Federal tax . These dollar amounts will vary
depending on the size and length of time of your investment in the Fund. If
the Fund pays dividends derived from taxable income, it intends to
designate as taxable the same percentage of the day's dividend as the
actual taxable income earned on that day bears to total income earned on
that day. Thus, the percentage of the dividend designated as taxable, if
any, may vary from day to day.
    Federal regulations generally require the Fund to withhold ("backup
withholding") and remit to the U.S. Treasury 31% of taxable dividends and
distributions from net realized securities gains of the Fund paid to a
shareholder if such shareholder fails to certify either that the TIN
furnished in connection with opening an account is correct, or that such
shareholder has not received notice from the IRS of being subject to
backup withholding as a result of a failure to properly report taxable
dividend or interest income on a Federal income tax return. Furthermore,
the IRS may notify the Fund to institute backup withholding if the IRS
determines a shareholder's TIN is incorrect or if a shareholder has failed
to properly report taxable dividend and interest income on a Federal
income tax return.
    A TIN is either the Social Security number or employer identification
number of the record owner of the account. Any tax withheld as a result of
backup withholding does not constitute an additional tax imposed on the
record owner of the account, and may be claimed as a credit on the record
owner's Federal income tax return.
   
    Management of the Fund believes that the Fund has qualified for the
fiscal year ended May 31, 1994 as a "regulated investment company"
under the Code. The Fund intends to continue to so qualify if such
qualification is in the best interest of its shareholders. Such qualification
relieves the Fund of any liability for Federal income taxes to the extent
its earnings are distributed in accordance with the applicable provisions
of the Code. The Fund is subject to a non-deductible 4% excise tax,
measured with respect to certain undistributed amounts of taxable
investment income and capital gains.
    
    You should consult your tax adviser regarding specific questions as to
Federal, state or local taxes.
                            GENERAL INFORMATION
    The Fund was incorporated under Maryland law on July 30, 1979, and
commenced operations on August 7, 1980. On May 29, 1991, the Fund's
name was changed from Dreyfus Tax Exempt Money Market Fund, Inc. to
Dreyfus Municipal Money Market Fund, Inc. The Fund is authorized to issue
5 billion shares of Common Stock, par value $.01 per share. Each share has
one vote.
    Unless otherwise required by the Investment Company Act of 1940,
ordinarily it will not be necessary for the Fund to hold annual meetings of
shareholders. As a result, Fund shareholders may not consider each year
the election of Directors or the appointment of auditors. However,
pursuant to the Fund's By-Laws, the holders of at least 10% of the shares
outstanding and entitled to vote may require the Fund to hold a special
meeting of shareholders for purposes of removing a Director from office
and the holders of at least 25% of
                 Page 16
such shares may require the Fund to
hold a special meeting of shareholders for any other purpose. Fund
shareholders may remove a Director by the affirmative vote of a majority
of the Fund's outstanding voting shares. In addition, the Board of Directors
will call a meeting of shareholders for the purpose of electing Directors
if, at any time, less than a majority of the Directors then holding office
have been elected by shareholders.
    The Transfer Agent maintains a record of your ownership and sends you
confirmations and statements of account.
   
    Shareholder inquiries may be made by writing to the Fund at 144 Glenn
Curtiss Boulevard, Uniondale, New York 11556-0144, or by calling toll
free 1-800-645-6561. In New York City, call 1-718-895-1206; on Long
Island, call 794-5452.
    

    NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO
MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS AND IN THE FUND'S OFFICIAL SALES LITERATURE IN
CONNECTION WITH THE OFFER OF THE FUND'S SHARES, AND, IF GIVEN OR
MADE, SUCH OTHER INFORMATION OR REPRESENTATIONS MUST NOT BE
RELIED UPON AS HAVING BEEN AUTHORIZED BY THE FUND. THIS PROSPECTUS
DOES NOT CONSTITUTE AN OFFER IN ANY STATE IN WHICH, OR TO ANY
PERSON TO WHOM, SUCH OFFERING MAY NOT LAWFULLY BE MADE.
          Page 17
DREYFUS
MUNICIPAL
MONEY MARKET
FUND, INC.
PROSPECTUS
(DREYFUS LION LOGO)
(COPYRIGHT LOGO) DREYFUS SERVICE CORPORATION, 1994
DISTRIBUTOR
910P18072594



__________________________________________________________________________

                  DREYFUS MUNICIPAL MONEY MARKET FUND, INC.
                                   PART B
                    (STATEMENT OF ADDITIONAL INFORMATION)
   
                                JULY 25, 1994
    
__________________________________________________________________________
   
     This Statement of Additional Information, which is not a prospectus,
supplements and should be read in conjunction with the current Prospectus
of Dreyfus Municipal Money Market Fund, Inc. (the "Fund"), dated July 25,
1994, as it may be revised from time to time.  To obtain a copy of the
Fund's Prospectus, please write to the Fund at 144 Glenn Curtiss
Boulevard, Uniondale, New York 11556-0144, or call the following numbers:
    
   
           Call Toll Free 1-800-645-6561
           In New York City -- Call 1-718-895-1206
           On Long Island -- Call 794-5452
    
     The Dreyfus Corporation (the "Manager") serves as the Fund's
investment adviser.

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


                              TABLE OF CONTENTS
                                                               Page

Investment Objective and Management Policies . . . . . . .   B-2
Management of the Fund . . . . . . . . . . . . . . . . . .   B-8
Management Agreement . . . . . . . . . . . . . . . . . . .   B-11
Shareholder Services Plan. . . . . . . . . . . . . . . . .   B-13
Purchase of Fund Shares. . . . . . . . . . . . . . . . . .   B-13
Redemption of Fund Shares. . . . . . . . . . . . . . . . .   B-15
Shareholder Services . . . . . . . . . . . . . . . . . . .   B-17
Determination of Net Asset Value . . . . . . . . . . . . .   B-20
   
Dividends, Distributions and Taxes . . . . . . . . . . . .   B-21
    
Yield Information. . . . . . . . . . . . . . . . . . . . .   B-21
Portfolio Transactions . . . . . . . . . . . . . . . . . .   B-22
   
Information About the Fund . . . . . . . . . . . . . . . .   B-23
    
Custodian, Transfer and Dividend Disbursing Agent, Counsel and
   Independent Auditors. . . . . . . . . . . . . . . . . .   B-23
Appendix . . . . . . . . . . . . . . . . . . . . . . . . .   B-24
Financial Statements . . . . . . . . . . . . . . . . . . .   B-28
Report of Independent Auditors . . . . . . . . . . . . . .   B-37


                INVESTMENT OBJECTIVE AND MANAGEMENT POLICIES

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

     The average distribution of investments (at value) in Municipal
Obligations by ratings for the fiscal year ended May 31, 1994, computed on
a monthly basis, was as follows:

   Fitch            Moody's           Standard
 Investors         Investors          & Poor's
Service, Inc.    Service, Inc.       Corporation       Percentage
  ("Fitch")  or   ("Moody's")    or    ("S&P")          of Value
   
                 VMIG 1/MIG 1,       SP-1+/SP-1,
F-1+/F-1         P-1                 A-1+/A-1              94.8%
AAA/AA           Aaa/Aa              AAA/AA                 1.6
Not Rated        Not Rated           Not Rated              3.6
                                                          100.0%
    
      Municipal Obligations.  The term "Municipal Obligations" generally
includes debt obligations issued to obtain funds for various public
purposes, including the construction of a wide range of public facilities
such as airports, bridges, highways, housing, hospitals, mass
transportation, schools, streets and water and sewer works.  Other public
purposes for which Municipal Obligations may be issued include refunding
outstanding obligations, obtaining funds for general operating expenses
and lending such funds to other public institutions and facilities.  In
addition, certain types of industrial development bonds are issued by or
on behalf of public authorities to obtain funds to provide for the
construction, equipment, repair or improvement of privately operated
housing facilities, sports facilities, convention or trade show
facilities, airport, mass transit, industrial, port or parking facilities,
air or water pollution control facilities and certain local facilities for
water supply, gas, electricity or sewage or solid waste disposal; the
interest paid on such obligations may be exempt from Federal income tax,
although current tax laws place substantial limitations on the size of
such issues.  Such obligations are considered to be Municipal Obligations
if the interest paid thereon qualifies as exempt from Federal income tax
in the opinion of bond counsel to the issuer.  There are, of course,
variations in the security of Municipal Obligations, both within a
particular classification and between classifications.

      Floating and variable rate demand notes are tax exempt obligations
ordinarily having stated maturities in excess of 13 months, but which
permit the holder to demand payment of principal at any time, or at
specified intervals not exceeding 13 months, in each case upon not more
than 30 days' notice.  The issuer of such notes ordinarily has a
corresponding right, after a given period, to prepay in its discretion the
outstanding principal amount of the notes plus accrued interest upon a
specified number of days' notice to the noteholders.  The interest rate on
a floating rate demand note is based on a known lending rate, such as a
bank's prime rate, and is adjusted automatically each time such rate is
adjusted.  The interest rate on a variable rate demand note is adjusted
automatically at specified intervals.

      For the purpose of diversification under the Investment Company Act
of 1940 (the "Act"), the identification of the issuer of Municipal
Obligations depends on the terms and conditions of the security.  When the
assets and revenues of an agency, authority, instrumentality or other
political subdivision are separate from those of the government creating
the subdivision and the security is backed only by the assets and revenues
of the subdivision, such subdivision would be deemed to be the sole
issuer.  Similarly, in the case of an industrial development bond, if that
bond is backed only by the assets and revenues of the non-governmental
user, then such non-governmental user would be deemed to be the sole
issuer.  If, however, in either case, the creating government or some
other entity guarantees a security, such a guaranty would be considered a
separate security and will be treated as an issue of such government or
other entity.

      The yields on Municipal Obligations are dependent on a variety of
factors, including general economic and monetary conditions, money market
factors, conditions in the Municipal Obligations market, size of a
particular offering, maturity of the obligation and rating of the issue.
The imposition of the Fund's management fee, as well as other operating
expenses, will have the effect of reducing the yield to investors.

      Municipal lease obligations or installment purchase contract
obligations (collectively, "lease obligations") have special risks not
ordinarily associated with Municipal Obligations.  Although lease
obligations do not constitute general obligations of the municipality for
which the municipality's taxing power is pledged, a lease obligation
ordinarily is backed by the municipality's covenant to budget for,
appropriate and make the payments due under the lease obligation.
However, certain lease obligations contain "non-appropriation" clauses
which provide that the municipality has no obligation to make lease or
installment purchase payments in future years unless money is appropriated
for such purpose on a yearly basis.  Although "non-appropriation" lease
obligations are secured by the leased property, disposition of the
property in the event of foreclosure might prove difficult.  The Fund will
seek to minimize these risks by investing only in those lease obligations
that (1) are rated in one of the two highest categories for debt
obligations by at least two nationally recognized statistical rating
organizations (or one rating organization if the lease obligation was
rated only by one such organization) or (2) if unrated, are purchased
principally from the issuer or domestic banks or other responsible third
parties, in each case only if the seller shall have entered into an
agreement with the Fund providing that the seller or other responsible
third party will either remarket or repurchase the lease obligation within
a short period after demand by the Fund.  The staff of the Securities and
Exchange Commission currently considers certain lease obligations to be
illiquid.  Accordingly, not more than 10% of the value of the Fund's net
assets will be invested in lease obligations that are illiquid and in
other illiquid securities.  See "Investment Restriction No. 6" below.

      The Fund will not purchase tender option bonds unless (a) the demand
feature applicable thereto is exercisable by the Fund within 13 months of
the date of such purchase upon no more than 30 days' notice and thereafter
is exercisable by the Fund no less frequently than annually upon no more
than 30 days' notice and (b) at the time of such purchase, the Manager
reasonably expects (i) based upon its assessment of current and historical
interest rate trends, that prevailing short-term tax exempt rates will not
exceed the stated interest rate on the underlying Municipal Obligations at
the time of the next tender fee adjustment and (ii) that the circumstances
which might entitle the grantor of a tender option to terminate the tender
option would not occur prior to the time of the next tender opportunity.
At the time of each tender opportunity, the Fund will exercise the tender
option with respect to any tender option bonds unless the Manager
reasonably expects, (x) based upon its assessment of current and
historical interest rate trends, that short-term tax exempt rates will not
exceed the stated interest rate on the underlying Municipal Obligations at
the time of the next tender fee adjustment and (y) that the circumstances
which might entitle the grantor of a tender option to terminate the tender
option would not occur prior to the time of the next tender opportunity.
The Fund will exercise the tender feature with respect to tender option
bonds, or otherwise dispose of its tender option bonds, prior to the time
the tender option is scheduled to expire pursuant to the terms of the
agreement under which the tender option is granted.  The Fund otherwise
will comply with the provisions of Rule 2a-7 in connection with the
purchase of tender option bonds, including, without limitation, the
requisite determination by the Board of Directors that the tender option
bonds in question meet the quality standards described in Rule 2a-7,
which, in the case of a tender option bond subject to a conditional demand
feature, would include a determination that the security has received both
the required short-term and long-term quality rating or is determined to
be of comparable quality.  In the event of a default of the Municipal
Obligation underlying a tender option bond, or the termination of the
tender option agreement, the Fund would look to the maturity date of the
underlying security for purposes of compliance with Rule 2a-7 and, if its
remaining maturity was greater than 13 months, the Fund would sell the
security as soon as would be practicable.  The Fund will purchase tender
option bonds only when it is satisfied that the custodial and tender
option arrangements, including the fee payment arrangements, will not
adversely affect the tax exempt status of the underlying Municipal
Obligations and that payment of any tender fees will not have the effect
of creating taxable income for the Fund.  Based on the tender option bond
agreement, the Fund expects to be able to value the tender option bond at
par; however, the value of the instrument will be monitored to assure that
it is valued at fair value.

      Ratings of Municipal Obligations.  If, subsequent to its purchase by
the Fund, (a) an issue of rated Municipal Obligations ceases to be rated
in the highest rating category by at least two rating organizations (or
one rating organization if the instrument was rated by only one such
rating organization) or the Fund's Board determines that it is no longer
of comparable quality or (b) the Manager becomes aware that any portfolio
security not so highly rated or any unrated security has been given a
rating by any rating organization below the rating organization's second
highest rating category, the Fund's Board will reassess promptly whether
such security presents minimal credit risk and will cause the Fund to take
such action as it determines is in the best interest of the Fund and its
shareholders; provided that the reassessment required by clause (b) is not
required if the portfolio security is disposed of or matures within five
business days of the Manager becoming aware of the new rating and the
Fund's Board is subsequently notified of the Manager's actions.

      To the extent that the ratings given by Moody's, S&P or Fitch for
Municipal Obligations may change as a result of changes in such
organizations or their rating systems, the Fund will attempt to use
comparable ratings as standards for its investments in accordance with the
investment policies contained in the Prospectus and this Statement of
Additional Information.  The ratings of Moody's, S&P and Fitch represent
their opinions as to the quality of the Municipal Obligations which they
undertake to rate.  It should be emphasized, however, that ratings are
relative and subjective and are not absolute standards of quality.
Although these ratings may be an initial criterion for selection of
portfolio investments, the Manager also will evaluate these securities and
the creditworthiness of the issuers of such securities.

      Taxable Investments.  Securities issued or guaranteed by the U.S.
Government or its agencies or instrumentalities include U.S. Treasury
securities, which differ in their interest rates, maturities and times of
issuance.  Treasury Bills have initial maturities of one year or less;
Treasury Notes have initial maturities of one to ten years; and Treasury
Bonds generally have initial maturities of greater than ten years.  Some
obligations issued or guaranteed by U.S. Government agencies and
instrumentalities, for example, Government National Mortgage Association
pass-through certificates, are supported by the full faith and credit of
the U.S. Treasury; others, such as those of the Federal Home Loan Banks,
by the right of the issuer to borrow from the U.S. Treasury; others, such
as those issued by the Federal National Mortgage Association, by
discretionary authority of the U.S. Government to purchase certain
obligations of the agency or instrumentality; and others, such as those
issued by the Student Loan Marketing Association, only by the credit of
the agency or instrumentality.  These securities bear fixed, floating or
variable rates of interest.  Interest may fluctuate based on generally
recognized reference rates or the relationship of rates.  While the U.S.
Government provides financial support to such U.S. Government-sponsored
agencies or instrumentalities, no assurance can be given that it will
always do so, since it is not so obligated by law.  The Fund will invest
in such securities only when it is satisfied that the credit risk with
respect to the issuer is minimal.

      Commercial paper consists of short-term, unsecured promissory notes
issued to finance short-term credit needs.

      Certificates of deposit are negotiable certificates representing the
obligation of a bank to repay funds deposited with it for a specified
period of time.

      Time deposits are non-negotiable deposits maintained in a banking
institution for a specified period of time at a stated interest rate.
Investments in time deposits generally are limited to London branches of
domestic banks that have total assets in excess of one billion dollars.
Time deposits which may be held by the Fund will not benefit from
insurance from the Bank Insurance Fund or the Savings Association
Insurance Fund administered by the Federal Deposit Insurance Corporation.

      Bankers' acceptances are credit instruments evidencing the
obligation of a bank to pay a draft drawn on it by a customer.  These
instruments reflect the obligation both of the bank and of the drawer to
pay the face amount of the instrument upon maturity.  Other short term
bank obligations may include uninsured, direct obligations bearing fixed,
floating or variable interest rates.

      Repurchase agreements involve the acquisition by the Fund of an
underlying debt instrument, subject to an obligation of the seller to
repurchase, and the Fund to resell, the instrument at a fixed price,
usually not more than one week after its purchase.  The Fund's custodian
or sub-custodian will have custody of, and will hold in a segregated
account, securities acquired by the Fund under a repurchase agreement.
Repurchase agreements are considered by the staff of the Securities and
Exchange Commission to be loans by the Fund.  In an attempt to reduce the
risk of incurring a loss on a repurchase agreement, the Fund will enter
into repurchase agreements only with domestic banks with total assets in
excess of one billion dollars or primary government securities dealers
reporting to the Federal Reserve Bank of New York, with respect to
securities of the type in which the Fund may invest, and will require that
additional securities be deposited with it if the value of the securities
purchased should decrease below resale price.  The Manager will monitor on
an ongoing basis the value of the collateral to assure that it always
equals or exceeds the repurchase price.  Certain costs may be incurred by
the Fund in connection with the sale of the securities if the seller does
not repurchase them in accordance with the repurchase agreement.  In
addition, if bankruptcy proceedings are commenced with respect to the
seller of the securities, realization on the securities by the Fund may be
delayed or limited.  The Fund will consider on an ongoing basis the
creditworthiness of the institutions with which it enters into repurchase
agreements.

      Investment Restrictions.  The Fund has adopted the following
investment restrictions as fundamental policies.  These restrictions
cannot be changed without approval by the holders of a majority (as
defined in the Act) of the Fund's outstanding voting shares.  The Fund may
not:

 1.   Purchase securities other than Municipal Obligations and Taxable
      Investments as those terms are defined above and in the Fund's
      Prospectus.

 2.   Borrow money, except from banks for temporary or emergency purposes
      and not for investment, in an amount up to (a) 15% of the value of
      the Fund's total assets (including the amount borrowed) valued at
      market less liabilities (not including the amount borrowed) at the
      time the borrowing is made or (b) one-third of the value of its
      total assets (including the amount borrowed) in order to meet
      redemption requests which otherwise might require the untimely
      disposition of securities.  While borrowings under (a) exceed 5% of
      the value of the Fund's total assets, the Fund will not make any
      additional investments.  If due to market fluctuations or other
      reasons the value of the Fund's assets falls below 300% of its
      borrowings, the Fund will reduce its borrowings within three
      business days.  To do this, the Fund may have to sell a portion of
      its investments at a time when it may be disadvantageous to do so.

 3.   Pledge, hypothecate, mortgage or otherwise encumber its assets,
      except to secure borrowings for temporary or emergency purposes.

 4.   Sell securities short or purchase securities on margin.

 5.   Underwrite the securities of other issuers except that the Fund may
      bid, separately or as part of a group, for the purchase of Municipal
      Obligations directly from an issuer for its own portfolio in order
      to take advantage of the lower purchase price available.

 6.   Enter into repurchase agreements maturing in more than seven days
      after notice or purchase securities which are illiquid (which
      securities could include participation interests (including
      municipal lease/purchase agreements) that are not subject to the
      demand feature described in the Fund's Prospectus, and floating and
      variable rate demand obligations as to which the Fund cannot
      exercise the demand feature described in the Fund's Prospectus on
      less than seven days' notice and as to which there is no secondary
      market) if, in the aggregate, more than 10% of its net assets would
      be so invested.

 7.   Purchase or sell real estate, real estate investment trust
      securities, commodities or commodity contracts, or oil and gas
      interests, but this shall not prevent the Fund from investing in
      Municipal Obligations secured by real estate or interests therein.

 8.   Make loans to others except through the purchase of qualified debt
      obligations and the entry into repurchase agreements referred to
      above and in the Fund's Prospectus.

 9.   Invest more than 5% of its assets in the obligations of one issuer,
      except that up to 25% of the value of the Fund's total assets may be
      invested, and securities issued or guaranteed by the U.S.
      Government, or its agencies or instrumentalities may be purchased,
      without regard to any such limitation.

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

11.   Purchase more than 10% of the voting securities of any issuer or
      invest in companies for the purpose of exercising control.

12.   Invest in securities of other investment companies, except as they
      may be acquired as part of a merger, consolidation or acquisition of
      assets and except for the purchase, to the extent permitted by
      Section 12 of the Act, of shares of registered unit investment
      trusts whose assets consist substantially of Municipal Obligations.

      For purposes of Investment Restriction No. 10, industrial
development bonds, where the payment of principal and interest is the
ultimate responsibility of companies within the same industry, are grouped
together as an "industry."

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

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


                           MANAGEMENT OF THE FUND

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

Directors and Officers of the Fund
   
*DAVID W. BURKE, Director.  Vice President and Chief Administrative
      Officer of the Manager since October 1990 and a director or trustee
      of other investment companies advised or administered by the
      Manager. From 1977 to 1990, Mr. Burke was involved in the management
      of national television news, as Vice President and Executive Vice
      President of ABC News, and subsequently as President of CBS News.
      His address is 200 Park Avenue, New York, New York 10166.
    
HODDING CARTER, III, Director.  President of Main Street, a television
      production  company.  Since 1991, a syndicated columnist for United
      Media - NEA.  From 1985 to 1986, he was editor and chief
      correspondent of "Capitol Journal," a weekly Public Broadcasting
      System ("PBS") series on Congress.  From 1981 to 1984, he was
      anchorman and chief correspondent for PBS' "Inside Story," a
      regularly scheduled half-hour critique of press performance.  From
      1977 to July 1980, Mr. Carter served as Assistant Secretary of State
      for public affairs and department spokesman.  His address is
      MainStreet, 918 Sixteenth Street, N.W., Washington, D.C. 20006.
   
EHUD HOUMINER, Director.  Since July 1991, Professor and Executive-in-
      Residence at the Columbia Business School, Columbia University and,
      since February 1992, a Consultant to Bear, Stearns & Co. Inc.,
      investment bankers.  He was President and Chief Executive Officer of
      Philip Morris USA, manufacturers of consumer products, from December
      1988 until September 1990.  He also is a Director of Avnet Inc.  His
      address is c/o Columbia Business School, Columbia University, Uris
      Hall, Room 526, New York, New York 10027.
    
RICHARD C. LEONE, Director.  President of The Twentieth Century Fund,
      Inc., a tax exempt research foundation engaged in economic,
      political and social policy studies.  From April 1990 to March 1994,
      Chairman, and from April 1988 to March 1994, a Commissioner of The
      Port Authority of New York and New Jersey.  A member in 1985, and
      from January 1986 to January 1989, Managing Director of Dillon, Read
      & Co. Inc.  Mr. Leone is also a director of Resource Mortgage
      Capital, Inc.  His address is 41 East 70th Street, New York, New
      York 10021.

HANS C. MAUTNER, Director.  Chairman, Trustee and Chief Executive Officer
      of Corporate Property Investors, a real estate investment company.
      Since January 1986, a Director of Julius Baer Investment Management,
      Inc., a wholly-owned subsidiary of Julius Baer Securities, Inc.  His
      address is 305 East 47th Street, New York, New York 10017.

*RICHARD J. MOYNIHAN, Director, President and Investment Officer.  An
      employee of the Manager and an officer, director or trustee of other
      investment companies advised or administered by the Manager.  His
      address is 200 Park Avenue, New York, New York 10166.
   
    
   
*HOWARD STEIN, Director.  Chairman of the Board and Chief Executive
      Officer of the Manager, Chairman of the Board of the Distributor and
      an officer, director, general partner or trustee of other investment
      companies advised and administered by the Manager.  He is also a
      director of Avnet Inc., an electronic parts and equipment company,
      and a Trustee of Corporate Property Investors, a real estate
      investment company.  His address is 200 Park Avenue, New York, New
      York 10166.
    
   
JOHN E. ZUCCOTTI, Director.  President and Chief Executive Officer of
      Olympia & York Companies (U.S.A.) and a member of its Board of
      Directors since the inception of a Board on July 27, 1993.  From
      1986 to 1990, he was a partner in the law firm of Brown & Wood and
      from 1978 to 1986, a partner in the law firm of Tufo & Zuccotti.
      First Deputy mayor of the City of New York from December 1975 to
      June 1977, and Chairman of the City Planning Commission for the City
      of New York from 1973 to 1975.  Mr. Zuccotti also is a Director of
      Empire Blue Cross & Blue Shield, Catellus Development Corporation, a
      real estate development corporation, and Starrett Housing Corporation,
      a construction, development and management of real estate properties
      corporation.  His address is 237 Park Avenue, New York, New York 10017.
    
   
      Each of the Fund's "non-interested" Directors is also a director of
Dreyfus Capital Value Fund (A Premier Fund) (incorporated as Dreyfus
Capital Value Fund, Inc.), Dreyfus Insured Municipal Bond Fund, Inc.,
Dreyfus New Leaders Fund, Inc., Dreyfus Strategic Municipals, Inc.,
Dreyfus Strategic Municipal Bond Fund, Inc. and Dreyfus Municipal Bond
Fund, Inc., and a trustee of Dreyfus California Tax Exempt Money Market
Fund.  Mr. Houminer  is not a director of Dreyfus New Leaders Fund, Inc.
and he is also a director of Dreyfus Focus Funds, Inc.
    
      For so long as the respective Shareholder Services Plan described in
the section captioned "Shareholder Services Plan" remains in effect, the
Fund's Directors who are not "interested persons" of the Fund, as defined
in the Act, will be selected and nominated by the Directors who are not
"interested persons" of the Fund.
   
      The Fund does not pay any remuneration to its officers and Directors
other than fees and expenses to Directors who are not officers, directors,
employees or holders of 5% or more of the outstanding voting securities of
the Manager, which totalled $38,200 for the fiscal year ended May 31, 1994
for all such Directors as a group.
    
Officers of the Fund Not Listed Above

A. PAUL DISDIER, Vice President and Investment Officer.  An employee of
      the Manager and an officer of other investment companies advised and
      administered by the Manager.

KAREN M. HAND, Vice President and Investment Officer.  An employee of the
      Manager and an officer of other investment companies advised and
      administered by the Manager.

STEPHEN C. KRIS, Vice President and Investment Officer.  An employee of
      the Manager and an officer of other investment companies advised and
      administered by the Manager.

JILL C. SHAFFRO, Vice President and Investment Officer.  An employee of
      the Manager and an Officer of other Investment companies advised and
      administered by the Manager.

L. LAWRENCE TROUTMAN, Vice President and Investment Officer.  An employee
      of the Manager and an officer of other investment companies advised
      and administered by the Manager.

SAMUEL J. WEINSTOCK, Vice President and Investment Officer.  An employee
      of the Manager and an officer of other investment companies advised
      and administered by the Manager.

MONICA S. WIEBOLDT, Vice President and Investment Officer.  An employee of
      the Manager and an officer of other investment companies advised and
      administered by the Manager.

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

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

JOHN J. PYBURN, Treasurer.  Assistant Vice President of the Manager and an
      officer of other investment companies advised or administered by the
      Manager.
   
DANIEL C. MACLEAN, Secretary.  Vice President and General Counsel of the
      Manager, Secretary of the Distributor and an officer of other
      investment companies advised or administered by the Manager.
    
PAUL T. MOLLOY, Controller.  Senior Accounting Manager in the Fund
      Accounting Department of the Manager and an officer of other
      investment companies advised or  administered by the Manager.

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

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

      The address of each officer of the Fund is 200 Park Avenue, New
York, New York 10166.
   
      The following entity is known by the Fund to own, of record, more
than 5% of the Fund's voting securities outstanding on July 1, 1994: PNC
Bank NA, 5th and Wood Street, Pittsburgh, PA 15265 - 9.7%.
    
   
      Directors and officers of the Fund, as a group, owned less than 1%
of the Fund's Common Stock outstanding on July 1, 1994.
    
   
      The following persons also are officers and/or directors of the
Manager:  Julian M. Smerling, Vice Chairman of the Board of Directors;
Joseph S. DiMartino, President, Chief Operating Officer and a director;
Alan M. Eisner, Vice President and Chief Financial Officer; Robert F.
Dubuss, Vice President; Elie M. Genadry, Vice President--Institutional
Sales; Peter A. Santoriello, Vice President; Kirk V. Stumpp, Vice
President--New Product Development; Philip L. Toia, Vice President;
Katherine C. Wickham, Assistant Vice President--Human Resources; Maurice
Bendrihem, Controller; and Mandell L. Berman, Alvin E. Friedman, Lawrence
M. Greene, Abigail Q. McCarthy and David B. Truman, directors.
    

                            MANAGEMENT AGREEMENT

      The following information supplements and should be read in
conjunction with the section in the Fund's Prospectus entitled "Management
of the Fund."
   
      The Manager provides management services pursuant to the Management
Agreement (the "Agreement") dated February 21, 1980 with the Fund, which
is subject to annual approval by (i) the Fund's Board of Directors or (ii)
vote of a majority (as defined in the Act) of the outstanding voting
securities of the Fund, provided that in either event the continuance also
is approved by a majority of the Directors who are not "interested
persons" (as defined in the Act) of the Fund or the Manager, by vote cast
in person at a meeting called for the purpose of voting on such approval.
The Agreement was approved by shareholders on September 17, 1981, and was
last approved by the Fund's Board of Directors, including a majority of
the Directors who are not "interested persons" of any party to the
Agreement, at a meeting held on January 31, 1994.  The Agreement is
terminable without penalty, on not less than 60 days' notice, by the
Fund's Board of Directors, by vote of the holders of a majority of the
Fund's shares, or by the Manager.  The Agreement will terminate
automatically in the event of its assignment (as defined in the Act).
    
      The Manager manages the Fund's portfolio of investments in
accordance with the stated policies of the Fund, subject to the approval
of the Fund's Board of Directors.  The Manager is responsible for
investment decisions and provides the Fund with Investment Officers who
are authorized by the Board of Directors to execute purchases and sales of
securities.  The Fund's Investment Officers are A. Paul Disdier, Karen M.
Hand, Stephen C. Kris, Richard J. Moynihan, Jill C. Shaffro, L. Lawrence
Troutman, Samuel J. Weinstock and Monica S. Wieboldt.  The Manager also
maintains a research department with a professional staff of portfolio
managers and securities analysts who provide research services for the
Fund as well as for other funds advised by the Manager.  All purchases and
sales are reported for the Directors' review at the meeting subsequent to
such transactions.

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

      The Manager pays the salaries of all officers and employees employed
by both it and the Fund, maintains office facilities, and furnishes
statistical and research data, clerical help, accounting, data processing,
bookkeeping and internal auditing and certain other required services.
The Manager also may make such advertising and promotional expenditures,
using its own resources, as it from time to time deems appropriate.
   
    
   
      As compensation for the Manager's services, the Fund pays the
Manager a monthly management fee at the annual rate of .50 of 1% of the
value of the Fund's average daily net assets, as provided in the
Agreement.  All fees and expenses are accrued daily and deducted before
declaration of dividends to investors.  The management fees paid for the
fiscal years ended May 31, 1992, 1993 and 1994 were $8,354,179, $7,201,632
and $6,516,300, respectively.
    
   
      The Manager has agreed that if in any fiscal year the aggregate
expenses of the Fund, exclusive of taxes, brokerage, interest and (with
the prior written consent of the necessary state securities commissions)
extraordinary expenses, but including the management fee, exceed the
expense limitations of any state having jurisdiction over the Fund, the
Manager will bear such excess or refund to the Fund, on an estimated basis
monthly, the amount of such excess, initially as a reduction of its
management fee.  During the fiscal year ended May 31, 1994, no expense
reimbursements were made pursuant to such limitation.
    
      The aggregate of the fees payable to the Manager is not subject to
reduction as the value of the Fund's net assets increases.


                          SHAREHOLDER SERVICES PLAN

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

      The Fund has adopted a Shareholder Services Plan (the "Plan")
pursuant to which the Fund reimburses the Distributor for certain
allocated expenses of providing personal services and/or maintaining
shareholder accounts.  The services provided may include personal services
relating to shareholder accounts, such as answering shareholder inquiries
regarding the Fund and providing reports and other information, and
services related to the maintenance of shareholder accounts.
   
      A quarterly report of the amounts expended under the Plan, and the
purposes for which such expenditures were incurred, must be made to the
Directors for their review.  In addition, the Plan provides that material
amendments of the Plan must be approved by the Board of Directors, and by
the Directors who are not "interested persons" (as defined in the Act) of
the Fund or the Manager and have no direct or indirect financial interest
in the operation of the Plan, by vote cast in person at a meeting called
for the purpose of considering such amendments.  The Plan is subject to
annual approval by such vote of the Directors cast in person at a meeting
called for the purpose of voting on the Plan.  The Plan was last so
approved on January 31, 1994.  The Plan is terminable at any time by vote
of a majority of the Directors who are not "interested persons" and have
no direct or indirect financial interest in the operation of the Plan.
    
   
      For the period August 2, 1993 (effective date of the Plan) through
May 31, 1994, $411,011 was charged to the Fund under the Plan.
    

                           PURCHASE OF FUND SHARES

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

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

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

      Procedures for Multiple Accounts.  The Transfer Agent will provide
each institution with a written confirmation for each transaction in a
sub-account at no additional charge.  Upon receipt of funds for investment
by interbank wire, the Transfer Agent promptly will confirm the receipt of
the investment by telephone or return wire to the transmitting bank, if
the investor so requests.

      The Transfer Agent also will provide each institution with a monthly
statement setting forth, for each sub-account, the share balance, income
earned for the month, income earned for the year to date and the total
current value of the account.
   
      Dreyfus TeleTransfer Privilege.  Dreyfus TeleTransfer purchase
orders may be made between the hours of 8:00 A.M. and 4:00 P.M., New York
time, on any business day that the Transfer Agent and the New York Stock
Exchange are open.  Such purchases will be credited to the shareholder's
Fund account on the next bank business day.  To qualify to use the Dreyfus
TeleTransfer Privilege, the initial payment for purchase of Fund shares
must be drawn on, and redemption proceeds paid to, the same bank and
account as are designated on the Account Application or Shareholder
Services Form on file.  If the proceeds of a particular redemption are to
be wired to an account at any other bank, the request must be in writing
and signature-guaranteed.  See "Redemption of Fund Shares--Dreyfus
TeleTransfer Privilege."
    
      Service Charges.  There are no sales or service charges by the Fund
or the Distributor, although investment dealers, banks and other financial
institutions may make reasonable charges to investors for their services.
The services provided and fees therefor are established by each
institution acting independently of the Fund.  The Fund has been given to
understand that these fees may be charged for customer services including,
but not limited to, same-day investment of client funds; same-day access
to client funds; advice to customers about the status of their accounts,
yield currently being paid or income earned to date; provision of periodic
account statements showing security and money market positions; other
services available from the dealer, bank or other financial institution;
and assistance with inquiries related to their investment.  Any such fees
will be deducted monthly from the investor's account, which on smaller
accounts could constitute a substantial portion of the distributions.
Small, inactive, long-term accounts involving monthly service charges may
not be in the best interest of investors.  Investors should be aware that
they may purchase shares of the Fund directly from the Fund without
imposition of any maintenance or service charges, other than those already
described herein.  In some states, banks or other institutions effecting
transactions in Fund shares may be required to register as dealers
pursuant to state law.

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


                          REDEMPTION OF FUND SHARES

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

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

      If the amount of the Check is greater than the value of the shares
in an investor's account, the Check will be returned marked insufficient
funds.  Checks should not be used to close an account.
   
      Wire Redemption Privilege.  By using this Privilege, the investor
authorizes the Transfer Agent to act on wire or telephone redemption
instructions from any person representing himself or herself to be the
investor and reasonably believed by the Transfer Agent to be genuine.
Ordinarily, the Fund will initiate payment for shares redeemed pursuant to
this Privilege on the same business day if the Transfer Agent receives the
redemption request in proper form prior to Noon on such day; otherwise,
the Fund will initiate payment on the next business day.  Redemption
proceeds will be transferred by Federal Reserve wire only to the
commercial bank account specified by the investor on the Account
Application or Shareholder Services Form.  Redemption proceeds, if wired,
must be in the amount of $1,000 or more and will be wired to the
investor's account at the bank of record designated in the investor's file
at the Transfer Agent, if the investor's bank is a member of the Federal
Reserve System, or to a correspondent bank if the investor's bank is not a
member.  Fees ordinarily are imposed by such bank and borne by the
investor.  Immediate notification by the correspondent bank to the
investor's bank is necessary to avoid a delay in crediting the funds to
the investor's bank account.
    
      Investors with access to telegraphic equipment may wire redemption
requests to the Transfer Agent by employing the following transmittal code
which may be used for domestic or overseas transmissions:

                                    Transfer Agent's
           Transmittal Code         Answer Back Sign

           144295                   144295 TSSG PREP

      Investors who do not have direct access to telegraphic equipment may
have the wire transmitted by contacting a TRT Cables operator at
1-800-654-7171, toll free.  Investors should advise the operator that the
above transmittal code must be used and should also inform the operator of
the Transfer Agent's answer back sign.
   
    
      To change the commercial bank or account designated to receive
redemption proceeds, a written request must be sent to the Transfer Agent.
This request must be signed by each shareholder, with each signature
guaranteed as described below under "Stock Certificates; Signatures."

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

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

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

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


                            SHAREHOLDER SERVICES

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

      Exchange Privilege.  Shares of other funds purchased by exchange
will be purchased on the basis of relative net asset value per share as
follows:

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

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

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

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

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

      To use this Privilege, an investor must give exchange instructions
to the Transfer Agent in writing, by wire or by telephone.  Telephone
exchanges may be made only if the appropriate "YES" box has been checked
on the Account Application or a separate signed Shareholder Services Form
is on file with the Transfer Agent.  By using this Privilege, the investor
authorizes the Transfer Agent to act on exchange instructions from any
person representing himself or herself to be the investor, and reasonably
believed by the Transfer Agent to be genuine.  Telephone exchanges may be
subject to limitations as to the amount involved or the number of
telephone exchanges permitted.  Shares issued in certificate form are not
eligible for telephone exchange.

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

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

      The Exchange Privilege and Dreyfus Auto-Exchange Privilege are
available to shareholders resident in any state in which shares of the
fund being acquired may legally be sold.  Shares may be exchanged only
between accounts having identical names and other identifying
designations.
   
      Shareholder Services Forms and prospectuses of the other funds may
be obtained from the Distributor, 144 Glenn Curtiss Boulevard, Uniondale,
New York 11556-0144.  The Fund reserves the right to reject any exchange
request in whole or in part.  The Exchange Privilege or Dreyfus Auto-
Exchange Privilege may be modified or terminated at any time upon notice
to shareholders.
    
   
      Automatic Withdrawal Plan.  The Automatic Withdrawal Plan permits an
investor with a $5,000 minimum account to request withdrawal of a
specified dollar amount (minimum of $50) on either a monthly or quarterly
basis.  Withdrawal payments are the proceeds from sales of Fund shares,
not the yield on the shares.  If withdrawal payments exceed reinvested
dividends and distributions, the investor's shares will be reduced and
eventually may be depleted.  An Automatic Withdrawal Plan may be
established by completing the appropriate application available from the
Distributor.  There is a service charge of $.50 for each withdrawal check.
Automatic Withdrawal may be terminated at any time by the investor, the
Fund or the Transfer Agent.  Shares for which certificates have been
issued may not be redeemed through to the Automatic Withdrawal Plan.
    
   
      Dreyfus Dividend Sweep.  Dreyfus Dividend Sweep allows investors to
invest on the payment date their dividends or dividends and capital gain
distributions, if any, from the Fund in shares of another fund in the
Dreyfus Family of Funds of which the investor is a shareholder.  Shares of
other funds purchased pursuant to this privilege will be purchased on the
basis of relative net asset value per share as follows:
    
      A.   Dividends and distributions paid by a fund may be invested
           without imposition of a sales load in shares of other funds that
           are offered without a sales load.

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

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

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


                      DETERMINATION OF NET ASSET VALUE

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

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

      The Board of Directors has established, as a particular re-
sponsibility within the overall duty of care owed to the Fund's investors,
procedures reasonably designed to stabilize the Fund's price per share as
computed for purposes of sales and redemptions at $1.00.  Such procedures
include review of the Fund's portfolio holdings by the Board of Directors,
at such intervals as it deems appropriate, to determine whether the Fund's
net asset value calculated by using available market quotations or market
equivalents deviates from $1.00 per share based on amortized cost.  Market
quotations and market equivalents used in such review are obtained from an
independent pricing service (the "Service") approved by the Board of
Directors.  The Service values the Fund's investments based on methods
which include consideration of:  yields or prices of municipal bonds of
comparable quality, coupon, maturity and type; indications of values from
dealers; and general market conditions.  The Service also may employ
electronic data processing techniques and/or a matrix system to determine
valuations.

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

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

   
                     DIVIDENDS, DISTRIBUTIONS AND TAXES

      The following information supplements and should be read in
conjunction with the section in the Fund's Prospectus entitled "Dividends,
Distributions and Taxes."
    
   
      Ordinarily, gains and losses realized from portfolio transactions
will be treated as capital gain or loss.  However, all or a portion of any
gain realized from the sale or other disposition of certain market
discount bonds will be treated as ordinary income under Section 1276 of
the Internal Revenue Code of 1986, as amended ("the Code").
    

                              YIELD INFORMATION

      The following information supplements and should be read in
conjunction with the section in the Fund's Prospectus entitled "Yield
Information."
   
      For the seven-day period ended May 31, 1994, the Fund's yield was
2.31% and effective yield was 2.34%.  Yield is computed in accordance with
a standardized method which involves determining the net change in the
value of a hypothetical pre-existing Fund account having a balance of one
share at the beginning of a seven calendar day period for which yield is
to be quoted, dividing the net change by the value of the account at the
beginning of the period to obtain the base period return, and annualizing
the results (i.e., multiplying the base period return by 365/7).  The net
change in the value of the account reflects the value of additional shares
purchased with dividends declared on the original share and any such
additional shares and fees that may be charged to shareholder accounts, in
proportion to the length of the base period and the Fund's average account
size, but does not include realized gains and losses or unrealized
appreciation and depreciation.  Effective yield is computed by adding 1 to
the base period return (calculated as described above), raising that sum
to a power equal to 365 divided by 7, and subtracting 1 from the result.
    
   
      Based upon a 1994 Federal income tax rate of 39.60%, the Fund's tax
equivalent yield for the seven-day period ended May 31, 1994 was 3.82%.
Tax equivalent yield is computed by dividing that portion of the yield or
effective yield (calculated as described above) which is tax exempt by 1
minus a stated tax rate and adding the quotient to that portion, if any,
of the yield of the Fund that is not tax exempt.
    
   
      The tax equivalent yield noted above represents the application of
the highest Federal marginal personal income tax rate in effect during
1994.  The tax equivalent figure, however, does not include the potential
effect of any state or local (including, but not limited to, county,
district or city) taxes, including applicable surcharges.  In addition,
there may be pending legislation which could affect such stated tax rates
or yields.  Each investor should consult its tax adviser, and consider its
own factual circumstances and applicable tax laws, in order to ascertain
the relevant tax equivalent yield.
    
      Yields will fluctuate and are not necessarily representative of
future results.  Each investor should remember that yield is a function of
the type and quality of the instruments in the portfolio, portfolio
maturity and operating expenses.  An investor's principal in the Fund is
not guaranteed.  See "Determination of Net Asset Value" for a discussion
of the manner in which the Fund's price per share is determined.

      From time to time, the Fund may use hypothetical tax equivalent
yields or charts in its advertising.  These hypothetical yields or charts
will be used for illustrative purposes only and not as representative of
the Fund's past or future performance.

      From time to time, advertising materials for the Fund may refer to
or discuss then-current or past economic conditions, developments and/or
events, including those relating to or arising from actual or proposed tax
legislation.  From time to time, advertising materials for he Fund may
also refer to statistical or other information concerning trends relating
to investment companies, as compiled by industry associations such as the
Investment Company Institute.


                           PORTFOLIO TRANSACTIONS

      Portfolio securities ordinarily are purchased from and sold to
parties acting as either principal or agent.  Newly-issued securities
ordinarily are purchased directly from the issuer or from an underwriter;
other purchases and sales usually are placed with those dealers from which
it appears that the best price or execution will be obtained.  Usually no
brokerage commissions, as such, are paid by the Fund for such purchases
and sales, although the price paid usually includes an undisclosed
compensation to the dealer acting as agent.  The prices paid to
underwriters of newly-issued securities usually include a concession paid
by the issuer to the underwriter, and purchases of after-market securities
from dealers ordinarily are executed at a price between the bid and asked
price.  No brokerage commissions have been paid by the Fund to date.

      Transactions are allocated to various dealers by the Fund's
Investment Officers in their best judgment.  The primary consideration is
prompt and effective execution of orders at the most favorable price.
Subject to that primary consideration, dealers may be selected for
research, statistical or other services to enable the Manager to
supplement its own research and analysis with the views and information of
other securities firms.

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

                         INFORMATION ABOUT THE FUND

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

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

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


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

      The Bank of New York, 110 Washington Street, New York, New York
10286, is the Fund's custodian.  The Shareholder Services Group, Inc., a
subsidiary of First Data Corporation, P.O. Box 9671, Providence, Rhode
Island 02940-9671, is the Fund's transfer and dividend disbursing agent.
Neither The Bank of New York nor The Shareholder Services Group, Inc. has
any part in determining the investment policies of the Fund or which
securities are to be purchased or sold by the Fund.

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

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


                                  APPENDIX


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

S&P

Municipal Bond Ratings

     An S&P municipal bond rating is a current assessment of the
creditworthiness of an obligor with respect to a specific obligation.

     The ratings are based on current information furnished by the issuer
or obtained by S&P from other sources it considers reliable, and will
include: (1) likelihood of default-capacity and willingness of the obligor
as to the timely payment of interest and repayment of principal in
accordance with the terms of the obligation; (2) nature of and provisions
of the obligation; and (3) protection afforded by, and relative position
of, the obligation in the event of bankruptcy, reorganization or other
arrangement under the laws of bankruptcy and other laws affecting
creditors' rights.

                                     AAA

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

                                     AA

     Debt rated AA has a very strong capacity to pay interest and repay
principal and differs from the highest rated issues only in a small
degree.  The AA rating may be modified by the addition of a plus or minus
sign to show relative standing within the category.

Municipal Note Ratings

                                    SP-1

     The issuers of these municipal notes exhibit very strong or strong
capacity to pay principal and interest.  Those issues determined to
possess overwhelming safety characteristics are given a plus (+)
designation.



Commercial Paper Ratings

     The rating A is the highest rating and is assigned by S&P to issues
that are regarded as having the greatest capacity for timely payment.
Issues in this category are delineated with the numbers 1, 2 and 3 to
indicate the relative degree of safety.  Paper rated A-1 indicates that
the degree of safety regarding timely payment is either overwhelming or
very strong.  Those issues determined to possess overwhelming safety
characteristics are denoted with a plus (+) sign designation.


Moody's

Municipal Bond Ratings

                                     Aaa

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

                                     Aa

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


Municipal Note Ratings

     Moody's ratings for state and municipal notes and other short-term
loans are designated Moody's Investment Grade (MIG).  Such ratings
recognize the differences between short-term credit risk and long-term
risk.  Factors affecting the liquidity of the borrower and short-term
cyclical elements are critical in short-term ratings, while other factors
of major importance in bond risk, long-term secular trends for example,
may be less important over the short run.

     A short-term rating may also be assigned on an issue having a demand
feature.  Such ratings will be designated as VMIG or, if the demand
feature is not rated, as NR.  Short-term ratings on issues with demand
features are differentiated by the use of the VMIG symbol to reflect such
characteristics as payment upon periodic demand rather than fixed maturity
dates and payment relying on external liquidity.  Additionally, investors
should be alert to the fact that the source of payment may be limited to
the external liquidity with no or limited legal recourse to the issuer in
the event the demand is not met.

     Moody's short-term ratings are designated Moody's Investment Grade as
MIG 1 or VMIG 1 through MIG 4 or VMIG 4.  As the name implies, when
Moody's assigns a MIG or VMIG rating, all categories define an investment
grade situation.

                                MIG 1/VMIG 1

     This designation denotes best quality.  There is present strong
protection by established cash flows, superior liquidity support or
demonstrated broad-based access to the market for refinancing.

                                MIG 2/VMIG 2

     This designation denotes high quality.  Margins of protection are
ample although not so large as in the preceding group.


Commercial Paper Rating

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

Fitch

Municipal Bond Ratings

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

                                     AAA

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

                                     AA

     Bonds rated AA are considered to be investment grade and of very high
credit quality.  The obligor's ability to pay interest and repay principal
is very strong, although not quite as strong as bonds rated AAA.  Because
bonds rated in the AAA and AA categories are not significantly vulnerable
to foreseeable future developments, short-term debt of these issuers is
generally rated F-1+.  Plus (+) and minus (-) signs are used with the
rating symbol AA to indicate the relative position of a credit within the
rating category.

Short-Term Ratings

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

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

                                    F-1+

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

                                     F-1

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

                                     F-2

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


<TABLE>
<CAPTION>
DREYFUS MUNICIPAL MONEY MARKET FUND, INC.
STATEMENT OF INVESTMENTS                                         MAY 31, 1994
                                                                                            PRINCIPAL
TAX EXEMPT INVESTMENTS--100.0%                                                               AMOUNT             VALUE
                                                                                        ----------------    -------------
<S>                                                                                      <C>               <C>
ALABAMA--4.7%
Alabama Industrial Development Authority, SWDR, VRDN (Pine City Fiber Co.
Project)
    3% (LOC; Barclays Bank) (a,b)...........................................             $   39,000,000    $   39,000,000
Alabama Special Care Facilities Financing Authority, Montgomery HR,
    VRDN 2.75% (Insured; FGIC and LOC; Barclays Bank) (a,b).................                  5,800,000         5,800,000
City of Phenix, IDB, EIR, VRDN (Mead Coated Board Project)
    3.25%, Series A (LOC; Sumitomo Bank) (a,b)..............................                  6,900,000         6,900,000
ALASKA--2.3%
City of Valdez, Marine Terminal Revenue, Refunding (Exxon Pipeline)
    2.30%, Series C, 9/1/94 (Guaranty; Exxon Corp.).........................                 25,000,000        25,012,171
CALIFORNIA--7.4%
California Higher Education Loan Authority Inc., Student Loan Revenue
    2.90%, Series A, 6/1/94 (LOC; Industrial Bank of Japan) (b).............                 20,000,000        20,000,000
California Public Capital Improvement Financing Authority, Revenue
    (Pooled Project) 2.75%, Series C, 6/15/94 (LOC; National Westminster Bank) (b)           15,000,000        15,000,000
Los Angeles County Metropolitan Transportation Authority, Sales Tax Revenue,
Refunding,
    VRDN 2.55%, Series A (Insured; MBIA and SBPA; Industrial Bank of Japan) (a)               7,000,000          7,000,000
State of California, RAN 3.50%, 7/26/94.....................................                 40,000,000         40,035,611
COLORADO--3.5%
Colorado Student Obligation Bond Authority, Student Loan Revenue, VRDN
    2.90%, Series A (LOC: Student Loan Marketing Association and Sumitomo Bank) (a,b)         5,800,000          5,800,000
Denver Urban Renewal Authority, Tax Increment Revenue (Downtown Denver
Renewal)
    3.15%, Series A, 9/8/94 (Collateralized U.S. Treasury Bills)............                 14,115,000         14,115,000
Westminster, MFHR, Refunding (Brookhill Apartments) 3.10%, Series A, 12/1/94
    (Investment Agreement; Bayerische Landesbank)...........................                 18,550,000         18,550,000
CONNECTICUT--3.8%
Connecticut Housing Financing Authority, Housing Mortgage Financing Program:
    2.80%, Series H1, 11/15/94 (Escrowed; U.S. Government Securities).......                 30,000,000         30,000,000
    2.90%, Series H2, 11/15/94 (Escrowed; U.S. Government Securities).......                 12,400,000         12,400,000
DELAWARE--7.8%
Delaware Economic Development Authority, Revenue, VRDN
    (Hospital Billing and Collection Service Ltd. Project):
      2.75%, Series A (Insured; MBIA) (a)...................................                 25,000,000         25,000,000
      2.75%, Series B (Insured; MBIA) (a)...................................                 20,000,000         20,000,000
      2.75%, Series C (Insured; MBIA) (a)...................................                 41,400,000         41,400,000
DISTRICT OF COLUMBIA--2.3%
District of Columbia:
    TRAN, CP 3.50%, Series A, 9/30/94 (LOC; Swiss Bank Corp.) (b)...........                 20,000,000        20,042,513
    VRDN, Refunding 3%, Series A-1 (LOC; Sumitomo Bank) (a,b)...............                  5,400,000         5,400,000
FLORIDA--.6%
Hillsborough County Industrial Development Authority, PCR, VRDN
    (Tampa Electric Co. Project) 3.10% (Corp. Guaranty; Tampa Electric Co.) (a)               7,100,000         7,100,000
GEORGIA--1.2%
Athens-Clarke County Industrial Development Authority, IDR, VRDN
    (Nakanishi Manufacturing Corp. Project) 3.25% (LOC; Sumitomo Bank) (a,b)                  6,000,000         6,000,000
Rockdale County Development Authority, Industrial Revenue, VRDN
    (Liochem Inc. Project) 3.30% (LOC; Sanwa Bank) (a,b)....................                  7,000,000         7,000,000

DREYFUS MUNICIPAL MONEY MARKET FUND, INC.
STATEMENT OF INVESTMENTS (CONTINUED)                             MAY 31, 1994
                                                                                            PRINCIPAL
TAX EXEMPT INVESTMENTS (CONTINUED)                                                           AMOUNT              VALUE
                                                                                        ----------------      -------------
HAWAII--.9%
Honolulu City and County, Multi-Family Revenue, VRDN (Royal Kunia Gardens)
    3.40%, Series B (LOC; Bank of Tokyo) (a,b)..............................            $   10,100,000      $   10,100,000
ILLINOIS--8.0%
City of Chicago, GO, Tender Notes
    3.15%, Series B, 10/31/94 (LOC: Dai-Ichi Kangyo Bank, Industrial Bank of
Japan,
    Mitsubishi Bank, Sanwa Bank and Sumitomo Bank) (b)......................                 30,000,000         30,000,000
Chicago O'Hare International Airport, Revenue, VRDN (General Airport Second
Lein)
    3.15%, Series A (LOC; Sanwa Bank) (a,b).................................                 11,025,000         11,025,000
Glendale Heights, Multi-Family Revenue, VRDN (Glendale Lakes Project)
    2.80% (LOC; Citibank) (a,b).............................................                 15,945,000         15,945,000
Illinois Development Finance Authority, PCR, VRDN (Illinois Power Co.):
    2.90%, Series C (LOC; Mitsubishi Bank) (a,b)............................                 10,400,000         10,400,000
    2.85%, Series D (LOC; Mitsubishi Bank) (a,b)............................                  5,000,000          5,000,000
Illinois Health Facilities Authority, Revenue, VRDN (Revolving Fund Pooled
Financing)
    3.05%, Series C (LOC; First National Bank of Chicago) (a,b).............                 16,250,000         16,250,000
INDIANA--3.3%
Fort Wayne Hospital Authority, HR, VRDN (Parkview Memorial Hospital)
    2.90%, Series B (LOC; Fuji Bank) (a,b)..................................                  4,500,000          4,500,000
Indiana Bond Bank Advance Funding Program, Notes 3.03%, Series A-2, 1/17/95.                 32,000,000         31,958,985
KANSAS--1.1%
Topeka, MFHR, VRDN (Topeka Retirement Center Ltd.) 3.125% (LOC; Krediet Bank)
(a,b) ......................................................................                  6,970,000         6,970,000
Wichita, PCR, Refunding, VRDN (CIC Industries Inc. Project)
    3.30% (LOC; The Bank of New York) (a,b).................................                  5,000,000         5,000,000
KENTUCKY--.7%
Daviess County, Solid Waste Disposal Facility Revenue, VRDN (Scott Paper Co.
Project)
    3.10%, Series A (LOC; Morgan Guaranty Trust) (a,b)......................                  8,000,000          8,000,000
LOUISIANA--3.2%
Louisiana Housing Finance Agency, SFMR
    2.65%, Series A, 6/2/94 (Escrowed; U.S. Treasury Bills).................                 21,000,000         21,000,000
Plaquemines Port Harbor and Terminal District, Port Facilities Revenue
    (International Marine Terminal Project)
    3.40%, Series B, 3/15/95 (LOC; Morgan Guaranty Trust) (b)...............                 14,300,000         14,300,000
MAINE--2.3%
Maine Housing Authority, Mortgage Purchase 3.70%, Series B-2, 4/13/95.......                 10,000,000         10,000,000
Orrington, RRR, VRDN (Penobscott Energy Recovery Co. Project) 3.875%, (LOC:
Bankers Trust,
    Canadian Imperial Bank of Commerce, Long-Term Credit Bank of Japan, Bank
of Nova
    Scotia and Toronto Dominian Bank) (a,b).................................                 15,000,000         15,000,000
MARYLAND--.5%
Baltimore County, Housing Mortgage Revenue, Refunding, VRDN (Spring Hill)
    2.75% (LOC; Sumitomo Bank) (a,b)........................................                  5,760,000         5,760,000
MICHIGAN--4.7%
Kent Hospital Finance Authority, Hospital Facility Revenue, VRDN
    (Butterworth Hospital) 3%, Series A (LOC; Sanwa Bank) (a,b).............                  9,100,000         9,100,000
Michigan Hospital Finance Authority, Revenue, VRDN (Hospital Equipment Loan
Program)
    2.80% (LOC; Manufacturers Hanover Bank) (a,b)...........................                  7,700,000         7,700,000

DREYFUS MUNICIPAL MONEY MARKET FUND, INC.
STATEMENT OF INVESTMENTS (CONTINUED)                             MAY 31, 1994
                                                                                            PRINCIPAL
TAX EXEMPT INVESTMENTS (CONTINUED)                                                           AMOUNT                VALUE
                                                                                        ----------------      -------------
MICHIGAN (CONTINUED)
Michigan Housing Development Authority, Rental Housing Revenue
    3.10%, 2/28/95 (LOC; Credit Suisse) (b).................................             $   17,000,000     $   17,000,000
Michigan Municipal Bond Authority, RAN 4.25%, Series A, 5/5/95..............                 10,000,000         10,067,044
Michigan Strategic Fund, SWDR, VRDN (Grayling Generating Project)
    3.20% (LOC; Barclays Bank) (a,b)........................................                  8,000,000          8,000,000
MINNESOTA--2.4%
Becker, Solid Waste Disposal Facilities Revenue (Liberty Paper Inc.) 3%,
Series A, 10/1/94...........................................................                 11,825,000         11,825,000
Saint Paul Independent School District No. 625, TAN 3.25%, 3/1/95...........                 15,000,000         15,060,227
MONTANA--1.9%
Montana Board of Investment, RRR, VRDN (Colstrip Project) 3.40% (LOC; Fuji
Bank) (a,b).................................................................                 21,050,000         21,050,000
NEBRASKA--1.3%
Nebraska Higher Education Loan Program Inc., Revenue, VRDN (Multiple
Mode-Student Loan)
    2.75%, Series A (Insured; MBIA) (a).....................................                 12,995,000         12,995,000
Nebraska Investment Finance Authority, HR, VRDN (Multiple Mode Depreciation
Assets)
    2.85%, Series A (Insured; FGIC) (a).....................................                  1,360,000          1,360,000
NEW JERSEY--1.7%
East Brunswick Township, BAN 3.25%, 1/3/95..................................                 14,387,800         14,471,044
State of New Jersey, TRAN 3%, Series A, 6/15/94.............................                  4,000,000          4,001,137
NEW YORK--1.4%
Suffolk County, TAN 2.70%, Series I, 8/16/94 (LOC; Mitsubishi Bank) (b).....                 15,000,000         15,020,103
NEW MEXICO--2.7%
City of Farmington, PCR (Arizona Public Service Project-Four Corners):
    2.60%, 2/1/95 (LOC; Union Bank of Switzerland) (b)......................                 23,985,000         23,979,294
    VRDN 3% (LOC; Barclays Bank) (a,b)......................................                  5,300,000          5,300,000
NORTH CAROLINA--.4%
North Carolina Medical Care Community, HR, VRDN (Pooled Equipment Financing
Project)
    3.10% (Insured; MBIA) (a)...............................................                  4,500,000         4,500,000
OHIO--.9%
Ohio Housing Family Authority, SFMR
    2.95%, Series A-2, 6/1/94 (GIC; Goldman, Sachs & Co.)...................                 10,000,000        10,000,000
OREGON--.9%
Klamath Falls Electric Revenue (Salt Caves Hydroeletric)
    3.75%, Series A, 5/2/95 (Escrowed in; U.S. Teasury Bills)...............                 10,065,000        10,065,000
PENNSYLVANIA--3.5%
Cambria County Industrial Development Authority, RRR, VRDN (Cambria Cogen
Project)
    2.90%, Series V-2 (LOC; Fuji Bank) (a,b)................................                 14,700,000        14,700,000
Columbia County Industrial Development Authority, IDR, VRDN (Kleerdex Co.
Project)
    3.30% (LOC; Bank of Tokyo) (a,b)........................................                  4,800,000         4,800,000
Delaware Valley Regional Finance Authority, Local Government Revenue, VRDN
    2.95%, Series D (LOC; Marine Midland Bank) (a,b)........................                  5,000,000         5,000,000
Hazelton Area Industrial Development Authority, Energy Development Revenue,
VRDN
    (Continental Energy Association Project) 3.40% (LOC; Swiss Bank Corp.) (a,b)              2,000,000         2,000,000
Pennsylvania Higher Education Assistance Agency, Student Loan Revenue, VRDN
    3.05%, Series A (LOC; Fuji Bank) (a,b)..................................                 12,100,000         12,100,000

DREYFUS MUNICIPAL MONEY MARKET FUND, INC.
STATEMENT OF INVESTMENTS (CONTINUED)                             MAY 31, 1994
                                                                                            PRINCIPAL
TAX EXEMPT INVESTMENTS (CONTINUED)                                                           AMOUNT               VALUE
                                                                                        ----------------      -------------
SOUTH CAROLINA--1.3%
Sumter County, Industrial Revenue, VRDN (Bendix Corp. Project)
    3.175% (LOC; Sumitomo Bank) (a,b).......................................              $   6,400,000      $   6,400,000
York County, Industrial Revenue, VRDN (Textron Project) 4.53% (LOC; Bankers Trust) (a,b)      7,500,000          7,500,000
SOUTH DAKOTA--1.6%
South Dakota Housing Development Authority
    3.30%, Series C, 4/6/95 (Escrowed; U.S. Treasury Bills).................                 18,000,000         18,000,000
TENNESSEE--1.1%
Franklin, IDB, Multi-Family Revenue, VRDN (Landings Project)
    2.80%, Series C (LOC; Citibank) (a,b)...................................                 10,700,000         10,700,000
Metropolitan Nashville and Davidson County, Tennessee Health and
    Education Facilities Board, Revenue, VRDN (Hospital Depreciable Assets)
    2.75%, Series A (Insured; FGIC) (a).....................................                  1,000,000         1,000,000
TEXAS--4.0%
Greater East Texas Higher Education Authority Inc., Student Loan Revenue,
Refunding,
    VRDN, 3.05%, Series A (LOC; Student Loan Marketing Association) (b).....                 10,000,000         10,000,000
Harris County Health Facilities Development Corp., HR, VRDN (Memorial
Hospital
    Systems Project) 3.05% (LOC; Societe Generale) (a,b)....................                 16,300,000         16,300,000
Harris County Toll Road, Unlimited Tax - Sublien, VRDN
    2.75%, Series D (SBPA; Sumitomo Bank) (a)...............................                  8,000,000          8,000,000
North Texas Higher Education Authority Inc., Student Loan Revenue, VRDN
    3.10% (LOC; Fuji Bank) (a,b)............................................                  9,300,000          9,300,000
UTAH--1.9%
Intermountain Power Agency, Power Supply Revenue, CP
    3.20%, Series E, 7/28/94 (LOC; Industrial Bank of Japan) (b)............                  8,400,000          8,400,000
Utah Board of Regents, Student Loan Revenue, Refunding, VRDN
    2.80%, Series A (LOC; Student Loan Marketing Association) (a,b).........                 12,500,000         12,500,000
VIRGINIA--10.6%
Charles City and County Industrial Development Authority, Exempt Facility
Revenue,
    VRDN (Chambers Development Inc. Project)
    3.05% (LOC; North Carolina National Bank) (a,b).........................                  9,600,000          9,600,000
Fairfax County Industrial Development Authority, Revenue, VRDN
    (Fairfax Hospital Association) 2.80%, Series A (LOC; Dai-Ichi Kangyo Bank) (a,b)         13,400,000         13,400,000
Henrico County Industrial Development Authority, Revenue, VRDN
    3.25% (LOC; National Bank of Virginia) (a,b)............................                 35,000,000         35,000,000
Virginia Housing Development Authority:
    3.10%, Series A, 12/15/94...............................................                 14,200,000         14,200,000
    Commonwealth Mortgage:
      2.85%, Series C, 8/10/94..............................................                   9,000,000         9,000,000
      2.80%, Series A, 11/4/94 (GIC; AMBAC and Promissory Note; Morgan Stanley)               35,000,000        35,000,000
WEST VIRGINIA--.7%
Marion County, Commission Solid Waste Disposal Facility Revenue, VRDN
    (Granttown Project) 2.95%, Series B (LOC; National Westminster Bank) (a,b)                 8,000,000        8,000,000
WASHINGTON--1.9%
Washington Housing Finance Commission, Single Family
    2.80%, 6/10/94 (LOC; Societe Generale) (b)..............................                  7,690,000         7,690,000

DREYFUS MUNICIPAL MONEY MARKET FUND, INC.
STATEMENT OF INVESTMENTS (CONTINUED)                            MAY 31, 1994
                                                                                             PRINCIPAL
TAX EXEMPT INVESTMENTS (CONTINUED)                                                           AMOUNT            VALUE
                                                                                        ----------------      -------------
WASHINGTON (CONTINUED)
Washington Public Power Supply System Nuclear Project No. 3, Revenue,
Refunding,
    VRDN 2.80%, Series 3A-3 (LOC; National Westminster Bank) (a,b)..........             $   13,000,000      $  13,000,000
WISCONSIN--1.5%
City of Ashwaubenon, IDR, VRDN (Bemis Corp. Project)
    4.71% (LOC; Northwest Bank of Minneapolis) (a,b)........................                  3,000,000          3,000,000
Milwaukee Housing Authority, MFHR, VRDN (Yankee Hill Apartments)
    2.80% (LOC; Citibank) (a,b).............................................                 14,000,000         14,000,000
                                                                                                          ----------------
TOTAL INVESTMENTS (cost $1,102,840,817).....................................                                $1,102,848,129
                                                                                                            ==============
</TABLE>
<TABLE>
<CAPTION>
SUMMARY OF ABBREVIATIONS
<S>           <C>                                                <S>      <C>
AMBAC         American Municipal Bond Assurance Corporation      MBIA     Municipal Bond Insurance Association
BAN           Bond Anticipation Notes                            MFHR     Multi-Family Housing Revenue
CP            Commercial Paper                                   PCR      Pollution Control Revenue
EIR           Environment Improvement Revenue                    RAN      Revenue Anticipation Notes
FGIC          Financial Guaranty Insurance Corporation           RRR      Resources Recovery Revenue
GIC           Guaranteed Investment Contract                     SBPA     Standby Bond Purchase Agreeement
GO            General Obligation                                 SFMR     Single Family Mortgage Revenue
HR            Hospital Revenue                                   SWDR     Solid Waste Disposal Revenue
IDB           Industrial Development Board                       TAN      Tax Anticipation Notes
IDR           Industrial Development Revenue                     TRAN     Tax and Revenue Anticipation Notes
LOC           Letter of Credit                                   VRDN     Variable Rate Demand Notes
</TABLE>
<TABLE>
<CAPTION>
SUMMARY OF COMBINED RATINGS (UNAUDITED)
FITCH (C)              OR          MOODY'S             OR         STANDARD & POOR'S          PERCENTAGE OF VALUE
- ---------                          ---------                      ---------------------  ----------------------
<S>                                <C>                            <S>                               <C>
F1+/F1                             VMIG1/MIG1, P1 (d)             SP1+/SP1, A1+/A1 (d)              92.8%
AAA/AA (e)                         Aaa/Aa (e)                     AAA/AA (e)                         1.3
Not Rated (f)                      Not Rated (f)                  Not Rated (f)                      5.9
                                                                                                  ------
                                                                                                  100.0%
                                                                                                 =======
</TABLE>
NOTES TO STATEMENT OF INVESTMENTS:
    (a) Securities payable on demand. The interest rate, which is subject to
    change, is based upon bank prime rates or an index of market interest
    rates.
    (b) Secured by letters of credit. At May 31, 1994, 43.3% of the Fund's
    net assets are backed by letters of credit issued by domestic banks,
    foreign banks, brokerage firms, corporations and government agencies.
    (c) Fitch currently provides creditworthiness information for a limited
    number of investments.
    (d) P1 and A1 are the highest ratings assigned tax-exempt commercial
    paper by Moody's and Standard & Poor's, respectively.
    (e) Notes which are not F, MIG or SP rated are represented by bond
    ratings of the issuers.
    (f) Securities which, while not rated by Fitch, Moody's or Standard &
    Poor's have been determined by the Fund's Board of Directors to be of
    comparable quality to those rated securities in which the Fund may
    invest.


See notes to financial statements.
<TABLE>
<CAPTION>
DREYFUS MUNICIPAL MONEY MARKET FUND, INC.
STATEMENT OF ASSETS AND LIABILITIES                              MAY 31, 1994
ASSETS:
    <S>                                                                                     <C>            <C>
    Investments in securities, at value
      (cost $1,102,840,817)_see statement...................................                               $1,102,848,129
    Cash....................................................................                                    8,011,316
    Interest receivable.....................................................                                    6,817,138
    Prepaid expenses........................................................                                      154,779
                                                                                                          ---------------
                                                                                                            1,117,831,362
LIABILITIES:
    Due to The Dreyfus Corporation..........................................                $   481,796
    Accrued expenses and other liabilities..................................                    347,850           829,646
                                                                                            ------------     ------------
NET ASSETS  ................................................................                               $1,117,001,716
                                                                                                            =============
REPRESENTED BY:
    Paid-in capital.........................................................                               $1,118,902,634
    Accumulated undistributed investment income--net........................                                      133,931
    Accumulated net realized (loss) on investments..........................                                   (2,042,161)
    Accumulated gross unrealized appreciation on investments................                                        7,312
                                                                                                          ----------------
NET ASSETS at value applicable to 1,118,902,634 shares outstanding
    (5 billion shares of $.01 par value Common Stock authorized)............                               $1,117,001,716
                                                                                                            =============
NET ASSET VALUE, offering and redemption price per share
    ($1,117,001,716 / 1,118,902,634 shares).................................                                        $1.00
                                                                                                                   ======
STATEMENT OF OPERATIONS                               YEAR ENDED MAY 31, 1994
INVESTMENT INCOME:
    INTEREST INCOME.........................................................                                $  33,836,723
    EXPENSES:
      Management fee_Note 2(a)..............................................                 $6,516,300
      Shareholder servicing costs_Note 2(b).................................                  1,218,092
      Custodian fees........................................................                     91,870
      Professional fees.....................................................                     67,616
      Registration fees.....................................................                     47,831
      Prospectus and shareholders' reports..................................                     39,856
      Directors' fees and expenses---Note 2(c)..............................                     38,200
      Miscellaneous.........................................................                     37,703
                                                                                            ------------
          TOTAL EXPENSES....................................................                                    8,057,468
                                                                                                           --------------
          INVESTMENT INCOME--NET............................................                                   25,779,255
REALIZED AND UNREALIZED GAIN ON INVESTMENTS:
    Net realized gain on investments--Note 1(b).............................                $   508,174
    Net unrealized appreciation on investments..............................                      6,158
                                                                                            ------------
          NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS...................                                      514,332
                                                                                                          ----------------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS........................                          $     26,293,587
                                                                                                            =============

See notes to financial statements.
DREYFUS MUNICIPAL MONEY MARKET FUND, INC.
STATEMENT OF CHANGES IN NET ASSETS
                                                                                                  YEAR ENDED MAY 31,
                                                                                        ----------------------------------
                                                                                              1993              1994
                                                                                        ----------------      -----------
OPERATIONS:
    Investment income--net...............................................                 $  31,954,894     $  25,779,255
    Net realized gain on investments.....................................                       400,313           508,174
    Net unrealized appreciation (depreciation) on investments for the year                      (16,407)            6,158
                                                                                          -------------     -------------
      NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS...............                    32,338,800        26,293,587
                                                                                          -------------     -------------
DIVIDENDS TO SHAREHOLDERS FROM;
    Investment income--net...............................................                   (31,954,894)     (25,779,255)
                                                                                          -------------     -------------
CAPITAL STOCK TRANSACTIONS ($1.00 per share):
    Net proceeds from shares sold........................................                 3,947,665,656     4,240,427,196
    Dividends reinvested.................................................                    23,380,402        18,349,521
    Cost of shares redeemed..............................................                (4,056,387,591)  (4,556,104,173)
                                                                                          -------------     -------------
      (DECREASE) IN NET ASSETS FROM CAPITAL STOCK TRANSACTIONS...........                   (85,341,533)    (297,327,456)
                                                                                          -------------     -------------
          TOTAL (DECREASE) IN NET ASSETS.................................                   (84,957,627)    (296,813,124)
NET ASSETS:
    Beginning of year....................................................                 1,498,772,467     1,413,814,840
                                                                                          -------------     -------------
    End of year (including undistributed investment income-net:
      $133,931 in 1993 and $133,931 in 1994).............................                $1,413,814,840    $1,117,001,716
                                                                                         ==============    ==============
</TABLE>
FINANCIAL HIGHLIGHTS

    Reference is made to page 2 of the Fund's Prospectus dated July 25, 1994.

See notes to financial statements.
DREYFUS MUNICIPAL MONEY MARKET 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 ("Distributor") acts as the exclusive distributor of the Fund's
shares, which are sold to the public without a sales charge. The Distributor
is a wholly-owned subsidiary of The Dreyfus Corporation ("Manager").
    It is the Fund's policy to maintain a continuous net asset value per
share of $1.00; the Fund has adopted certain investment, portfolio valuation
and dividend and distribution policies to enable it to do so.
    (A) PORTFOLIO VALUATION: Investments are valued at amortized cost, which
has been determined by the Fund's Board of Directors to represent the fair
value of the Fund's investments.
    (B) SECURITIES TRANSACTIONS AND INVESTMENT INCOME: Securities
transactions are recorded on a trade date basis. Interest income, adjusted
for amortization of premiums and, when appropriate, discounts on investments,
is earned from settlement date and recognized on the accrual basis. Realized
gain and loss from securities transactions are recorded on the identified
cost basis.
    (C) DIVIDENDS TO SHAREHOLDERS: It is the policy of the Fund to declare
dividends daily from investment income--net. Such dividends are paid monthly.
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, it is the policy of the Fund not to distribute such gain.
    (D) FEDERAL INCOME TAXES: It is the policy of the Fund to continue to
qualify as a regulated investment company, which can distribute tax exempt
dividends, by complying with the applicable provisions of the Internal
Revenue Code, and to make distributions of income and net realized capital
gain sufficient to relieve it from substantially all Federal income taxes.
    The Fund has an unused capital loss carryover of approximately $2,042,000
available for Federal income tax purposes to be applied against future net
securities profits, if any, realized subsequent to May 31, 1994. If not
applied, $705,000 of the carryover expires in fiscal 1995 and $1,337,000
expires in fiscal 1996.
    At May 31, 1994, 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).
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 1/2 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 the expense limitation of any
state having jurisdiction over the Fund. The most stringent state expense
limitation applicable to the Fund presently requires reimbursement of
expenses in any full fiscal year that such expenses exceed 2 1/2% of the
first $30 million, 2% of the next $70 million and 1 1/2% of the excess over
$100 million of the average value of the Fund's net assets in accordance with
California "blue sky" regulations. There was no expense reimbursement for the
year ended May 31, 1994.
DREYFUS MUNICIPAL MONEY MARKET FUND, INC.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
    (B) Pursuant to the Fund's Shareholder Services Plan, the Fund reimburses
the Distributor an amount not to exceed an annual rate of .25 of 1% of the
value of the Fund's average daily net assets for servicing shareholder
accounts. The services provided may include personal services relating to
shareholder accounts, such as answering shareholder inquiries regarding the
Fund and providing reports and other information, and services related to the
maintenance of shareholder accounts. During the year ended May 31, 1994, the
Fund was charged an aggregate of $411,011 pursuant to the Shareholder
Services Plan.
    (C) Certain officers and directors of the Fund are "affiliated persons,"
as defined in the Act, of the Manager and/or the Distributor. Each director
who is not an "affiliated person" receives an annual fee of $4,500 and an
attendance fee of $500 per meeting.
    (D) On December 5, 1993, the Manager entered into an Agreement and Plan
of Merger (the "Merger Agreement") providing for the merger of the Manager
with a subsidiary of Mellon Bank Corporation ("Mellon").
    Following the merger, it is planned that the Manager will be a direct
subsidiary of Mellon Bank, N.A. Closing of this merger is subject to a number
of contingencies, including receipt of certain regulatory approvals and
approvals of the stockholders of the Manager and of Mellon. The merger is
expected to occur in August 1994, but could occur later.
    As a result of regulatory requirements and the terms of the Merger
Agreement, the Manager will seek various approvals from the Fund's
shareholders before completion of the merger. Proxy materials, approved by
the Fund's Board, recently have been mailed to Fund shareholders.
DREYFUS MUNICIPAL MONEY MARKET FUND, INC.
REPORT OF ERNST & YOUNG, INDEPENDENT AUDITORS
SHAREHOLDERS AND BOARD OF DIRECTORS
DREYFUS MUNICIPAL MONEY MARKET FUND, INC.
    We have audited the accompanying statement of assets and liabilities of
Dreyfus Municipal Money Market Fund, Inc., including the statement of
investments, as of May 31, 1994, 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 May 31, 1994 by correspondence with the custodian. 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 Municipal Money Market Fund, Inc. at May 31, 1994, 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.

                    (Signature Logo)


New York, New York
June 30, 1994


IMPORTANT TAX INFORMATION (UNAUDITED)
    In accordance with Federal tax law, the Fund hereby designates all the
dividends paid from investment income-net during the fiscal year ended May
31, 1994 as "exempt-interest dividends" (not generally subject to regular
Federal income tax).




                  DREYFUS MUNICIPAL MONEY MARKET FUND, INC.


                          PART C. OTHER INFORMATION
                           _________________________


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

     (a)   Financial Statements:

                Included in Part A of the Registration Statement
   
                Condensed Financial Information - For each of the ten years
                in the period ended May 31, 1994.
    
                Included in Part B of the Registration Statement:
   
                     Statement of Investments-- May 31, 1994

                     Statement of Assets and Liabilities-- May 31, 1994

                     Statement of Operations--year ended May 31, 1994

                     Statement of Changes in Net Assets--for each of the two
                     years ended May 31, 1994

                     Notes to Financial Statements

                     Report of Ernst & Young, Independent Auditors, dated
                     June 30, 1994
    





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


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

  (b)      Exhibits:

  (1)(a)   The Registrant's Articles of Incorporation and Amendment Nos. 1
           and 2 thereto, as filed in the State of Maryland, are
           incorporated by reference to Exhibit 1 to the Registration
           Statement on Form N-1A, filed on August 13, 1979, Exhibit (b) to
           Pre-Effective Amendment No. 1 to the Registration Statement on
           Form N-1A, filed on October 15, 1979, and Exhibit 1(c) to
           Pre-Effective Amendment No.2 to the Registration Statement on
           Form N-1A filed on February 8, 1980.

     (b)   Registrant's Articles of Amendment are incorporated by reference
           to Exhibit (1)(b) of Post-Effective Amendment No. 16 to the
           Registration Statement on Form N-1A, filed on August 1, 1991.

  (2)      The By-Laws, as amended on August 3, 1989, are incorporated by
           reference to Exhibit 2 to Post-Effective Amendment No. 12 to the
           Registration Statement on Form N-1A, filed on September 27, 1989.

  (4)      Specimen certificate for the Registrant's securities is
           incorporated by reference to Exhibit (4) of Pre-Effective
           Amendment No. 3 to the Registration Statement on Form N-1A, filed
           on April 11, 1980.

  (5)      Management Agreement dated February 21, 1980 is incorporated by
           reference to Exhibit (5) of Post-Effective Amendment No. 1 to the
           Registration Statement on Form N-1A, filed on February 1981.

  (6)      Distribution Agreement dated February 21, 1980, is incorporated
           by reference to Exhibit (6) of Post-Effective Amendment No. 1 to
           the Registration Statement on Form N-1A, filed on February 9,
           1981.

  (8)(a)   Amended and Restated Custody Agreement dated August 18, 1989 is
           incorporated by reference to Exhibit 8(a) of Post-Effective
           Amendment No. 14 to the Registration Statement on Form N-1A,
           filed on September 26, 1990.

  (8)(b)   Form of Sub-Custodian Agreements.

  (9)      Shareholder Services Plan.

  (10)     Opinion and consent of Registrant's counsel is incorporated by
           reference to Exhibit (10) of Pre-Effective Amendment No. 3 to the
           Registration Statement on Form N-1A, filed on April 11, 1980.

  (11)     Consent of Independent Auditors.

  (16)     Schedules of Computation of Performance Data.

    


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

           Other Exhibits
           ______________
   
                (a)  Powers of Attorney.
    

                (b)  Certificate of Secretary is incorporated by reference
                     to Other Exhibits (b) of Post-Effective Amendment No. 4
                     to the Registration Statement on Form N-1A, filed on
                     July 29, 1988.

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

           Not Applicable

Item 26.   Number of Holders of Securities.
_______    ________________________________

            (1)                              (2)
   

                                                Number of Record
         Title of Class                  Holders as of July 1, 1994
         ______________                  _____________________________

         Common Stock
         (Par value $.01)                    30,330
    

Item 27.    Indemnification
_______     _______________

         The Statement as to the general effect of any contract,
         arrangements or statute under which a director, officer,
         underwriter or affiliated person of the Registrant is indemnified,
         incorporated by reference to Item 27 of Part C of Pre-Effective
         Amendment No. 1 to the Registration Statement on Form N-1A, filed
         on May 27, 1986.

         Reference is also made to the Distribution Agreement which is
         incorporated by reference to Exhibit (6) of Post-Effective
         Amendment No. 2 to the Registration Statement on Form N-1A, filed
         on May 27, 1986.

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

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

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

          Officers and Directors of Investment Adviser
          ____________________________________________


Name and Position
with Dreyfus                  Other Businesses
_________________             ________________

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

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

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

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

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

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

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

LAWRENCE M. GREENE            Chairman of the Board:
Legal Consultant and               The Dreyfus Security Savings
Director                           Bank, F.S.B.+;
                              Director and Executive Vice President:
                                   Dreyfus Service Corporation*;
                              Director and Vice President:
                                   Dreyfus Acquisition Corporation*;
                                   Dreyfus Service Organization, Inc.*;
                              Director:
                                   Dreyfus America Fund++++;
                                   Dreyfus BASIC Municipal Fund ++;
                                   Dreyfus California Tax Exempt Bond Fund,
                                        Inc.++;
                                   Dreyfus Capital Value Fund (A Premier
                                        Fund)++;
                                   Dreyfus Connecticut Municipal Money Market
                                        Fund, Inc.++;
                                   Dreyfus GNMA Fund, Inc.++;
                                   Dreyfus Intermediate Municipal Bond Fund,
                                        Inc.++;
                                   Dreyfus-Lincoln, Inc.*;
                                   Dreyfus Management, Inc.*;
                                   Dreyfus Michigan Municipal Money Market
                                        Fund, Inc.++;
                                   Dreyfus New Jersey Municipal Money Market
                                        Fund, Inc.++;

LAWRENCE M. GREENE                 Dreyfus New Leaders Fund, Inc.++;
(cont'd)                           Dreyfus New York Tax Exempt Bond Fund,
                                        Inc.++;
                                   Dreyfus Ohio Municipal Money Market Fund,
                                        Inc.++;
                                   Dreyfus Precious Metals, Inc.*;
                                   Dreyfus Thrift & Commerce+++;
                                   The Dreyfus Trust Company (N.J.)++;
                                   Seven Six Seven Agency, Inc.*;
                              Vice President:
                                   Dreyfus Growth Opportunity Fund, Inc.++;
                              Trustee:
                                   Dreyfus Massachusetts Municipal Money
                                        Market Fund++;
                                   Dreyfus Massachusetts Tax Exempt Bond
                                        Fund++;
                                   Dreyfus New York Tax Exempt Intermediate
                                        Bond Fund++;
                                   Dreyfus New York Tax Exempt Money Market
                                        Fund++;
                                   Dreyfus Pennsylvania Municipal Money
                                        Market Fund++;
                              Investment Officer:
                                   The Dreyfus Fund Incorporated++

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

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


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

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

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

                                   First Prairie Municipal Money Market
                                        Fund++;
                                   First Prairie Tax Exempt Bond Fund,
                                        Inc. ++;
                                   First Prairie U.S. Government Income
                                        Fund++;
                                   First Prairie U.S. Treasury Securities
                                        Cash Management++;
                                   General California Municipal Money Market
                                        Fund++;
                                   General Government Securities Money Market
                                        Fund, Inc.++;
                                   General Money Market Fund, Inc.++;
                                   General Municipal Bond Fund, Inc.++;
                                   General Municipal Money Market Fund,
                                        Inc.++;
                                   General New York Municipal Bond Fund,
                                        Inc.++;
                                   General New York Municipal Money Market
                                        Fund++;
                                   Peoples Index Fund, Inc.++;
                                   Peoples S&P MidCap Index Fund, Inc.++;
                                   Premier Insured Municipal Bond Fund++;
                                   Premier California Municipal Bond Fund++;
                                   Premier GNMA Fund++;
                                   Premier Growth Fund, Inc.++;
                                   Premier Municipal Bond Fund++;

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

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

                                   First Prairie Municipal Money Market
                                        Fund++;
                                   First Prairie Tax Exempt Bond Fund,
                                        Inc.++;
                                   General California Municipal Bond Fund,
                                        Inc.++;
                                   General California Municipal Money Market
                                        Fund++;

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

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

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

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

KATHERINE C. WICKHAM          Formerly, Assistant Commissioner:
Assistant Vice President -         Department of Parks and Recreation of the
Human Resources                    City of New York
                                   830 Fifth Avenue
                                   New York, New York 10022

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

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

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

______________________________________

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

Item 29.  Principal Underwriters
________  ______________________

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

           1)  Comstock Partners Strategy Fund, Inc.
           2)  Dreyfus A Bonds Plus, Inc.
           3)  Dreyfus Appreciation Fund, Inc.
   
           4)  Dreyfus Asset Allocation Fund, Inc.
    
           5)  Dreyfus Balanced Fund, Inc.
           6)  Dreyfus BASIC Money Market Fund, Inc.
           7)  Dreyfus BASIC Municipal Fund
           8)  Dreyfus BASIC U.S. Government Money Market Fund
           9)  Dreyfus California Intermediate Municipal Bond Fund
          10)  Dreyfus California Tax Exempt Bond Fund, Inc.
          11)  Dreyfus California Tax Exempt Money Market Fund
          12)  Dreyfus Capital Value Fund, Inc.
          13)  Dreyfus Cash Management
          14)  Dreyfus Cash Management Plus, Inc.
          15)  Dreyfus Connecticut Intermediate Municipal Bond Fund
          16)  Dreyfus Connecticut Municipal Money Market Fund, Inc.
          17)  The Dreyfus Convertible Securities Fund, Inc.
          18)  Dreyfus Edison Electric Index Fund, Inc.
          19)  Dreyfus Florida Intermediate Municipal Bond Fund
   
          20)  Dreyfus Florida Municipal Money Market Fund
    
   
          21)  Dreyfus Focus Funds, Inc.
    
   
          22)  The Dreyfus Fund Incorporated
    
   
          23)  Dreyfus Global Bond Fund, Inc.
    
   
          24)  Dreyfus Global Growth, L.P. (A Strategic Fund)
    

          25)  Dreyfus Global Investing, Inc.
          26)  Dreyfus GNMA Fund, Inc.
          27)  Dreyfus Government Cash Management
          28)  Dreyfus Growth and Income Fund, Inc.
          29)  Dreyfus Growth Opportunity Fund, Inc.
          30)  Dreyfus Institutional Money Market Fund
   
          31)  Dreyfus Institutional Short Term Treasury Fund
    

          32)  Dreyfus Insured Municipal Bond Fund, Inc.
          33)  Dreyfus Intermediate Municipal Bond Fund, Inc.
   
          34)  Dreyfus International Equity Fund, Inc.
    
          35)  Dreyfus Investors GNMA Fund
          36)  The Dreyfus Leverage Fund, Inc.
          37)  Dreyfus Life and Annuity Index Fund, Inc.
          38)  Dreyfus Liquid Assets, Inc.
          39)  Dreyfus Massachusetts Intermediate Municipal Bond Fund
          40)  Dreyfus Massachusetts Municipal Money Market Fund
          41)  Dreyfus Massachusetts Tax Exempt Bond Fund
          42)  Dreyfus Michigan Municipal Money Market Fund, Inc.
          43)  Dreyfus Money Market Instruments, Inc.
          44)  Dreyfus Municipal Bond Fund, Inc.
          45)  Dreyfus Municipal Cash Management Plus
          46)  Dreyfus New Jersey Intermediate Municipal Bond Fund
          47)  Dreyfus New Jersey Municipal Bond Fund, Inc.
          48)  Dreyfus New Jersey Municipal Money Market Fund, Inc.
          49)  Dreyfus New Leaders Fund, Inc.
          50)  Dreyfus New York Insured Tax Exempt Bond Fund
          51)  Dreyfus New York Municipal Cash Management
          52)  Dreyfus New York Tax Exempt Bond Fund, Inc.
          53)  Dreyfus New York Tax Exempt Intermediate Bond Fund
          54)  Dreyfus New York Tax Exempt Money Market Fund
          55)  Dreyfus Ohio Municipal Money Market Fund, Inc.
          56)  Dreyfus 100% U.S. Treasury Intermediate Term Fund
          57)  Dreyfus 100% U.S. Treasury Long Term Fund
          58)  Dreyfus 100% U.S. Treasury Money Market Fund
          59)  Dreyfus 100% U.S. Treasury Short Term Fund
          60)  Dreyfus Pennsylvania Intermediate Municipal Bond Fund
   
          61)  Dreyfus Pennsylvania Municipal Money Market Fund
    
          62)  Dreyfus Short-Intermediate Government Fund
          63)  Dreyfus Short-Intermediate Municipal Bond Fund
          64)  Dreyfus Short-Term Income Fund, Inc.
          65)  The Dreyfus Socially Responsible Growth Fund, Inc.
   
          66)  Dreyfus Strategic Growth, L.P.
    
          67)  Dreyfus Strategic Income
          68)  Dreyfus Strategic Investing
          69)  Dreyfus Tax Exempt Cash Management
          70)  The Dreyfus Third Century Fund, Inc.
          71)  Dreyfus Treasury Cash Management
          72)  Dreyfus Treasury Prime Cash Management
          73)  Dreyfus Variable Investment Fund
          74)  Dreyfus-Wilshire Target Funds, Inc.
          75)  Dreyfus Worldwide Dollar Money Market Fund, Inc.
          76)  First Prairie Cash Management
          77)  First Prairie Diversified Asset Fund
          78)  First Prairie Money Market Fund
   
          79)  First Prairie Municipal Money Market Fund
    

          80)  First Prairie Tax Exempt Bond Fund, Inc.
   
          81)  First Prairie U.S. Government Income Fund
    

          82)  First Prairie U.S. Treasury Securities Cash Management
   
    
          83)  General California Municipal Bond Fund, Inc.
          84)  General California Municipal Money Market Fund
          85)  General Government Securities Money Market Fund, Inc.
          86)  General Money Market Fund, Inc.
          87)  General Municipal Bond Fund, Inc.
          88)  General Municipal Money Market Fund, Inc.
          89)  General New York Municipal Bond Fund, Inc.
          90)  General New York Municipal Money Market Fund
          91)  Pacific American Fund
          92)  Peoples Index Fund, Inc.
          93)  Peoples S&P MidCap Index Fund, Inc.
   
          94)  Premier Insured Municipal Bond Fund
    

          95)  Premier California Municipal Bond Fund
          96)  Premier GNMA Fund
   
          97)  Premier Growth Fund, Inc.
    

          98)  Premier Municipal Bond Fund
          99)  Premier New York Municipal Bond Fund
          100) Premier State Municipal Bond Fund

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

Howard Stein*             Chairman of the Board                   Director

Robert H. Schmidt*        President and Director                  None

Joseph S. DiMartino*      Executive Vice President and Director   None

Lawrence M. Greene*       Executive Vice President and Director   None

Julian M. Smerling*       Executive Vice President and Director   None

Elie M. Genadry*          Executive Vice President                None

Henry D. Gottmann*        Executive Vice President                None

Donald A. Nanfeldt*       Executive Vice President                None

Kevin Flood*              Senior Vice President                   None

Roy Gross*                Senior Vice President                   None

Irene Papadoulis**        Senior Vice President                   None

Kirk Stumpp*              Senior Vice President and               None
                               Director of Marketing

Diane M. Coffey*          Vice President                          None

Walter T. Harris*         Vice President                          None

William Harvey*           Vice President                          None

Adwick Pinnock**          Vice President                          None

George Pirrone*           Vice President/Trading                  None

Karen Rubin Waldmann*     Vice President                          None

Peter D. Schwab*          Vice President/New Products             None

Michael Anderson*         Assistant Vice President                None

Carolyn Sobering*         Assistant Vice President-Trading        None

Daniel C. Maclean*        Secretary                               Secretary

Robert F. Dubuss*         Treasurer                               None

Maurice Bendrihem*        Controller                              None

Michael J. Dolitsky*      Assistant Controller                    None

Susan Verbil Goldgraben*  Assistant Treasurer                     None

Christine Pavalos*        Assistant Secretary                     Assistant
                                                                  Secretary


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

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

Elie M. Genadry*          President                               None

Craig E. Smith*           Executive Vice President                None

Peter Moeller*            Vice President and Sales Manager        None

Kristina Williams
Pomano Beach, FL          Vice President-Administration           None

James Barr
Newton, MA                Regional Vice President                 None

Mary B. Brundage
Pasadena, CA              Regional Vice President                 None

Edward Donley
Latham, NY                Regional Vice President                 None

Thomas Ellis
Ranchero Murietta, CA     Regional Vice President                 None

Glenn Farinacci*          Regional Vice President                 None

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

William Frey
Hoffman Estates, IL       Regional Vice President                 None

Suzanne Haley
Tampa, FL                 Regional Vice President                 None

Philip Jochem
Warrington, PA            Regional Vice President                 None

Richard P. Kundracik
Waterford, MI             Regional Vice President                 None

Michael Lane
Beaver Falls, PA          Regional Vice President                 None

Fred Lanier
Atlanta, GA               Regional Vice President                 None

Beth Presson
Colchester, VT            Regional Vice President                 None

Joseph Reaves
New Orleans, LA           Regional Vice President                 None

Christian Renninger
Germantown, MD            Regional Vice President                 None

Robert J. Richardson
Houston, TX               Regional Vice President                 None

Kurt Wiessner
Minneapolis, MN           Regional Vice President                 None


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

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

Elie M. Genadry*          President                               None

Donald A. Nanfeldt*       Executive Vice President                None

Kathleen M. Lewis++       Vice President-Institutional            None
                               Sales Manager

Charles Cardona**         Senior Vice President-                  None
                               Institutional Services

Stacy Alexander*          Vice President-Bank Wholesale           None

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

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

Stephen Burke*            Vice President-Bank Wholesaler          None
                               Sales Manager

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

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

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

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

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

William Davis
Bellevue, WA              Vice President                          None

William E. Findley****    Vice President                          None

Melinda Miller Gordon*    Vice President                          None

Christina Haydt++         Vice President-Institutional Sales      None

Carol Anne Kelty*         Vice President-Institutional Sales      None

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

Bradford Lange*           Vice President-Bank Wholesale           None

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

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

Mary McCabe***            Vice President-Bank Wholesale           None

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

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

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

Andrew Pearson+++         Vice President-Institutional Sales      None

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

Dwight Pierce+            Vice President-Bank Wholesale           None

Lorianne Pinto*           Vice President-Bank Wholesale           None

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

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

Edward Sands*              Vice President-Institutional
                               Administration                     None

William Schalda*          Vice President-Institutional            None
                               Administration

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

Brant Snavely
Charlotte, NC             Vice President-Bank Wholesale           None

Thomas Stallings
Richmond, VA              Vice President-Institutional Sales      None




Elizabeth Biordi          Vice President-Institutional
     Wieland*                  Administration                     None

Thomas Winnick
Malverne, PA              Vice President-Bank Wholesale           None

Jeanne Butler*            Assistant Vice President-
                               Institutional Operations           None

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

Tracy Hopkins**           Assistant Vice President-
                               Institutional Operations           None

Lois Paterson*            Assistant Vice President-
                               Institutional Operations           None

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

Patrick Synan**           Assistant Vice President-
                               Institutional Support              None

Emilie Tongalson**         Assistant Vice President-
                               Institutional Servicing            None

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


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

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

Elie M. Genadry*          President                               None

Robert W. Stone*          Executive Vice President                None

Leonard Larrabee*         Vice President and Senior Counsel       None

George Anastasakos*       Vice President                          None

Bart Ballinger++          Vice President-Sales                    None

Paula Cleary*             Vice President-Marketing                None

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

William Gallagher*        Vice President-Sales                    None

Jeffrey Lejune
Dallas, TX                Vice President-Sales                    None

Samuel Mancino**          Vice President-Installation             None

Joanna Morris*            Vice President-Sales                    None

Joseph Pickert++          Vice President-Sales                    None

Alison Saunders**         Vice President-Enrollment               None

Scott Zeleznik*           Vice President-Sales                    None

Alana Zion*               Vice President-Sales                    None

Jeffrey Blake*            Assistant Vice President-Sales          None
_____________________________________________________




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




Item 30.   Location of Accounts and Records
           ________________________________

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

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

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

Item 31.   Management Services
_______    ___________________

           Not Applicable

Item 32.   Undertakings
________   ____________

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


                                 SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it meets all
of the requirements for effectiveness of this Amendment to the Registration
Statement pursuant to Rule 485(b) under the Securities Act of 1933 and has
duly caused this Amendment to the Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of
New York, and State of New York on the 24 day of July, 1994.

                    DREYFUS MUNICIPAL MONEY MARKET FUND, INC.


            BY:     /s/Richard J. Moynihan*
               __________________________________________
               RICHARD J. MOYNIHAN, PRESIDENT

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

        Signatures                   Title               Date
__________________________    _______________________________    _________

/s/Richard J. Moynihan*       President (Principal Executive     7/24/94
__________________________    Officer) and Director
Richard J. Moynihan

/s/John J. Pyburn*            Treasurer (Principal Financial     7/24/94
__________________________    Officer)
John J. Pyburn

/s/Paul Molloy*               Controller (Principal Accounting   7/24/94
__________________________    Officer)
Paul Molloy

/s/David W. Burke*            Director                           7/24/94
_________________________
David W. Burke

/s/Hodding Carter, III*       Director                           7/24/94
_________________________
Hodding Carter, III

/s/Ehud Houminer*             Director                           7/24/94
_________________________
Ehud Houminer

/s/Richard C. Leone*          Director                           7/24/94
_________________________
Richard C. Leone

/s/Hans C. Mautner*           Director                           7/24/94
_________________________
Hans C. Mautner

/s/Howard Stein*              Director                           7/24/94
_________________________
Howard Stein

/s/John E. Zuccotti*          Director                           7/24/94
_________________________
John E. Zuccotti


*BY: _________________________________
     Steven F. Newman, Attorney-in-Fact





                                          INDEX OF EXHIBITS


(8)(b) Form of Sub-Custodian Agreements

(9)    Shareholder Services Plan

(11)   Consent of Ernst & Young, Independent Auditors

(16)   Schedules of Calculations of Performance Data

(24)   Power of Attorney



                  SUBCUSTODIAN AGREEMENT


     The undersigned custodian (the "custodian") for the
investment company identified below (the "Fund") hereby appoints
on the following terms and conditions Bankers Trust Company as
subcustodian (the "Subcustodian") for it and the Subcustodian
hereby accepts such appointment on the following terms and con-
ditions as of the date set forth below.

          1. QUALIFICATION. The Custodian and the Subcustodian
     each represents to the other and to the Fund that it is
     qualified to act as a custodian for a registered investment
     company under the Investment Company Act of 1940, as amended
     (the "1940 Act").

          2. SUBCUSTODY. The Subcustodian agrees to maintain a
     separate account and to hold segregated at all times from
     the Subcustodian's securities and from all other customers'
     securities held by the Subcustodian, all the Fund's
     securities and evidence of rights thereto ("Fund
     Securities") deposited, from time to time by the Custodian
     with the Subcustodian. The Subcustodian will accept, hold or
     dispose of and take other actions with respect to Fund
     Securities in accordance with the Instructions of the
     Custodian given in the manner set forth in Section 4 and
     will take certain other actions as specified in Section 3.
     The Subcustodian hereby waives any claim against or lien on
     any Fund Securities. The Subcustodian may take steps to
     register and continue to hold Fund Securities in the name of
     the Subcustodian's nominee and shall take such other steps
     as the Subcustodian believes necessary or appropriate to
     carry out efficiently the terms of this Agreement. To the
     extent that ownership of Fund Securities may be recorded by
     a book entry system maintained by any transfer agent or
     registrar for such Fund Securities or by Depository Trust
     Company, the Subcustodian may hold Fund Securities as a book
     entry reflecting the ownership of such Fund Securities by
     its nominee and need not possess certificates or any other
     evidence of ownership of Fund Securities.

          3. SUBCUSTODIAN'S ACTS WITHOUT INSTRUCTIONS. Except
     as otherwise instructed pursuant to Section 4, the
     Subcustodian will (i) present all Fund Securities requiring
     presentation for any payment thereon, (ii) distribute to the
     Custodian cash received thereon, (iii) collect and
     distribute to the Custodian interest and any dividends and
     distributions on Fund Securities, (iv) at the request of the
     Custodian, or on its behalf, execute any necessary
     declarations or certificates of ownership (provided by the
     Custodian or on its behalf) under any tax law now or here-
     after in effect, (v) forward to the Custodian, or notify it
     by telephone of, confirmations, notices, proxies or proxy
     soliciting materials relating to the Fund Securities
     received by it as registered holder (and the Custodian
     agrees to forward same to the Fund), and (vi) promptly
     report to the Custodian any missed payment or other default
     upon any Fund Securities known to it as Subcustodian
     hereunder (the Subcustodian shall be deemed to have
     knowledge of any payment default on any Fund Securities in
     respect of which it acts as paying agent). All cash
     distributions from the Subcustodian to the Custodian will be
     in same day funds, on the same day that same day funds are
     received by the Subcustodian unless such distribution
     required instructions from the Custodian which were not
     timely received. Promptly after the Subcustodian is
     furnished with any report of its independent public
     accountants on an examination of its internal accounting
     controls and procedures for safeguarding securities held in
     its custody as subcustodian under this Agreement or under
     similar agreements, the Subcustodian will furnish a copy
     thereof to the Custodian.

          4. INSTRUCTIONS, OTHER COMMUNICATIONS. Any officer of
     the Custodian designated from time to time by letter to the
     Subcustodian, signed by the President or any Vice President
     and any Assistant Vice President, Assistant Secretary or
     Assistant Treasurer of the Custodian, as an officer of the
     Custodian authorized to give instructions to the
     Subcustodian with respect to Fund Securities (an "Authorized
     Officer"), shall be authorized to instruct the Subcustodian
     as to the acceptance, holding, presentation, disposition or
     any other action with respect to Fund Securities from time
     to time by telephone, or in writing signed by such
     Authorized Officer and delivered by tested telex, tested
     computer printout or such other reasonable method as the
     Custodian and Subcustodian shall agree is designed to
     prevent unauthorized officer's instructions; provided,
     however, the Subcustodian is authorized to accept and act
     upon orders from the Custodian, whether given orally, by
     telephone or otherwise, which the Subcustodian reasonably
     believes to be given by an authorized person. The
     Subcustodian will promptly transmit to the Custodian all
     receipts and transaction confirmations in respect of Fund
     Securities as to which the Subcustodian has received any
     instructions. The Authorized Officers shall be as set forth
     on Exhibit A attached hereto and, as amended from time to
     time, made a part hereof.

          5. LIABILITIES. (i) The Subcustodian shall not be
     liable for any action taken or omitted to be taken in
     carrying out the terms and provision of this Agreement if
     done without willful malfeasance, bad faith, gross
     negligence or reckless disregard of its obligations and
     duties under this Agreement.  Except as otherwise set forth
     herein, the Subcustodian shall have no responsibility for
     ascertaining or acting upon any calls, conversions, exchange
     offers, tenders, interest rate changes or similar matters
     relating to the Fund Securities (except at the instructions
     of the Custodian), nor for informing the Custodian with
     respect thereto, whether or not the Subcustodian has, or is
     deemed to have, knowledge of the aforesaid. The Subcustodian
     is under no duty to supervise or to provide investment
     counseling or advice to the Custodian or to the Fund
     relative to the purchase, sale, retention or other
     disposition of any Fund Securities held hereunder. The
     Subcustodian shall for the benefit of the Custodian and the
     Fund use the same care with respect to receiving,
     safekeeping, handling and delivery of Fund Securities as it
     uses in respect of its own securities.

     (ii) The Subcustodian will indemnify, defend and save
     harmless the Custodian and the Fund from and against all
     loss, liability, claims and demands incurred by the
     Custodian or the Fund arising out of or in connection with
     the Subcustodian's willful malfeasance, bad faith, gross
     negligence or reckless disregard of its obligations and
     duties under this Agreement.

     (iii) The Custodian agrees to be responsible for and
     indemnify the Subcustodian and any nominee in whose name the
     Fund Securities are registered, from and against all loss,
     liability, claims and demands incurred by the Subcustodian
     and the nominee in connection with the performance of any
     activity pursuant to this Agreement, done in good faith and
     without negligence, including any expenses, taxes or other
     charges which the Subcustodian is required to pay in
     connection therewith.

          6. Each party may terminate this Agreement at any time
     by not less than ten (10) business days' prior written
     notice.  In the event that such notice is given, the
     Subcustodian shall make delivery of the Fund Securities held
     in the Subcustodian account to the Custodian or to any third
     party within the Borough of Manhattan, specified by the
     Custodian in writing within ten (10) days of receipt of the
     termination notice, at the Custodian's expense.

          7. All communications required or permitted to be given
     under this Agreement, unless otherwise agreed by the
     parties, shall be addressed a follows:

          (i) to the Subcustodian:

          Bankers Trust Company
          1 Bankers Trust Plaza
          14th Floor
          New York, NY  10015

          Attention:  Barara Walter
                      RMO Safekeeping Unit

          (ii) to the Custodian:

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

          8. MISCELLANEOUS:  this Agreement (i) shall be
     governed by and construed in accordance with the laws of the
     State of New York, (ii) may be executed in counterparts each
     of which shall be deemed an original but all of which shall
     constitute the same instrument, and (iii) may be amended by
     the parties hereto in writing.

     IN WITNESS WHEREOF, the undersigned have executed this
Agreement as of the date set forth below.

Dated: April 13, 1992


THE BANK OF NEW YORK
Custodian


By:  ______________________________________

Title: ____________________________________


As Custodian For
DREYFUS CALIFORNIA INTERMEDIATE
MUNICIPAL BOND FUND

BANKERS TRUST COMPANY
As Subcustodian


By:     ___________________________________

Title:  ___________________________________



                                EXHIBIT A

                        TO SUBCUSTODIAN AGREEMENT
                         DATED:  APRIL 13, 1992



The Authorized Officers pursuant to Section 4 of the

Agreement shall be:


_________________________           __________________________

_________________________           __________________________

_________________________           __________________________

_________________________           __________________________

_________________________           __________________________

_________________________           __________________________


Dated: April 13, 1992



                                 THE BANK OF NEW YORK
                                 As Custodian



                                 By: ___________________________

                                 Title: ________________________

                     SUBCUSTODIAN AGREEMENT


     The undersigned custodian (the "Custodian") for the
investment company identified in Schedule A attached
(collectively, the "Funds") hereby appoints on the following
terms and conditions Chemical Bank as subcustodian (the
"Subcustodian") for it and the Subcustodian hereby accepts such
appointment on the following terms and conditions as of the date
set forth below.

          1. QUALIFICATION.  The Custodian and the Subcustodian
     each represent to the other and to each Fund that it is
     qualified to act as custodian for a registered investment
     company under the Investment Company Act of 1940, as amended
     (the "1940 Act").

          2. SUBCUSTODY. The Subcustodian agrees to hold in a
     separate account, segregated at all times from all other
     accounts maintained by the Subcustodian, all securities and
     evidence of rights thereto of each of the Funds
     (collectively, "Fund Securities") deposited, from time to
     time by the Custodian with the Subcustodian.  The
     Subcustodian will accept, hold or dispose of and take such
     other reasonable actions with respect to Fund Securities, in
     addition to those specified in Section 3, in accordance with
     the instructions of the Custodian relating to Fund
     Securities given in the manner set forth in Section 4
     ("Instructions").  The Subcustodian hereby waives any claim
     against, or lien on, any Fund Securities for any claim
     hereunder.  Registered Fund Securities may be held in the
     name of the Subcustodian or nominee. To the extent that
     ownership of Fund Securities may be recorded by a book entry
     system maintained by any transfer agent or registrar for
     such Fund Securities (including, but not limited to, any
     such system operated by the Subcustodian) or by Depositary
     Trust Company, the Subcustodian may hold Fund Securities as
     a book entry reflecting the ownership of such Fund
     Securities by it or its nominee and need not possess
     certificates or any other evidence of ownership.

          3. SUBCUSTODIAN'S ACTS WITHOUT INSTRUCTIONS. Except
     as otherwise instructed pursuant to Section 4, the
     Subcustodian will (i) present all Fund Securities requiring
     presentation for any payment thereon, (ii) distribute to the
     Custodian cash received thereupon, (iii) collect and
     distribute to the Custodian interest and any dividends and
     distributions on Fund Securities, (iv) forward to the
     Custodian all confirmations, notices, proxies or proxy
     soliciting materials relating to the Fund Securities
     received by it (and the Custodian agrees to forward same to
     the Fund), (v) report to the Custodian any missed payment or
     other default upon any Fund Securities known to it as
     Subcustodian hereunder, (the Subcustodian shall be deemed to
     have knowledge of any payment default on any Fund Securities
     in respect of which it acts as paying agent); all cash
     distributions from the Subcustodian to the Custodian will be
     on same day funds, or the same day that same day funds are
     received by the Subcustodians unless such distribution
     required instructions from the Custodian which were not
     timely received, and (vi) at the request of the Custodian,
     or on its behalf, execute any necessary declarations or
     certificates of ownership (provided by the Custodian or on
     its behalf) under any tax law nor or hereafter in effect.
     The Subcustodian will furnish to the Custodian, upon the
     Custodian's request, any report of the Subcustodian's
     independent public accountants on an examination of its
     internal accounting controls and procedures for safeguarding
     securities held in its custody for the account of others.

          4. INSTRUCTIONS, OTHER COMMUNICATIONS. Any officer of
     the Custodian designated from time to time by letter to the
     Subcustodian, signed by the President or any Vice President
     and any Assistant Vice President, Assistant Secretary or
     Assistant Treasurer of the Custodian, as an officer of the
     Custodian authorized to give Instructions to the
     Subcustodian with respect to Fund Securities (an "Authorized
     Officer") shall be authorized to instruct the Subcustodian
     as to the acceptance, holding, voting, presentation,
     disposition or any other action with respect to Fund
     Securities from time to time in writing signed by such
     Authorized Officer and delivered by hand, mail, telecopier,
     tested telex, tested computer printout or such other
     reasonable method as the Custodian and Subcustodian shall
     agree is designed to prevent unauthorized officer's
     instructions.  The Subcustodian is also authorized to accept
     an act upon Instructions regardless of the manner in which
     given (whether orally, by telephone or otherwise) if the
     Subcustodian reasonably believes such Instructions are given
     by an Authorized Officer.  The Subcustodian will promptly
     transmit to the Custodian all receipts, confirmations or
     other transactional evidence received by it in respect of
     Fund Securities as to which the Subcustodian has received
     any Instructions.  Instructions and other communications to
     the Subcustodian shall be given to Chemical Bank, 55 Water
     Street, Room 504, New York, New York, Attention:  Debt
     Securities Administration, Phone:  (212)820-5616  Telex:
     (212)269-8510 (or to such other address as the Custodian
     or the Fund or Funds giving such notice, shall specify by
     notice to the Subcustodian.

          5.  THE SUBCUSTODIAN.  The Subcustodian shall not be
     liable for any action taken or omitted to be taken in
     carrying out the terms and provisions of this Agreement if
     done without willful malfeasance, bad faith, negligence or
     reckless disregard of its obligations and duties under this
     Agreement.

          The Subcustodian shall not have any responsibility for
     ascertaining or acting upon any calls, conversions, exchange
     offers, tenders, interest rate changes or similar matters
     relating to the Fund Securities, except upon Instructions
     from the Custodian, nor for informing the Custodian with
     respect thereto, unless the Subcustodian has knowledge or is
     deemed to have knowledge of the aforesaid.  The Subcustodian
     shall be deemed to have knowledge in circumstances where it
     is acting as tender agent or paying agent for the Fund
     Securities.  The Subcustodian shall not be under a duty to
     supervise or to provide advice (other than notice) to the
     Custodian or any of the Funds relative to any purchase,
     sale, retention or other disposition of any Fund Securities
     held hereunder.  The Subcustodian shall for the benefit of
     the Custodian and the Funds be required to exercise the same
     care with respect to the receiving, safekeeping, handling
     and delivery of Fund Securities than it customarily
     exercises in respect of its own securities.

          The Subcustodian will indemnify, defend and save
     harmless the Custodian and the Funds from any loss or
     liability incurred by the Custodian arising out of or in
     connection with the Subcustodian's willful malfeasance, bad
     faith, negligence or reckless disregard of its obligations
     and duties under this Agreement; PROVIDED, HOWEVER, that the
     Subcustodian shall in no event be liable for any special,
     indirect or consequential damages.

          The Custodian agrees to be responsible for, and will
     indemnify, defend and save harmless the Subcustodian (or any
     nominee in whose name any Fund Securities are registered)
     for, any loss or liability incurred by the Subcustodian (or
     such nominee) arising out of or in connection with any
     action taken by the Subcustodian (or such nominee) in
     accordance with any Instructions or any other action taken
     by the Subcustodian (or such nominee) in good faith and
     without negligence pursuant to this Agreement, including any
     expenses, taxes or other charges which the Subcustodian (or
     such nominee) is required to incur or pay in connection
     therewith.

          6.  RESIGNATION.  The Subcustodian may resign as such
     at any time upon not less than five business days' prior
     written notice to the Custodian.  In the event of such
     resignation or any other termination of this Agreement, the
     Subcustodian shall deliver all Fund Securities then held by
     it to the Custodian, or as otherwise directed by the
     Custodian pursuant to Instructions received by the
     Subcustodian, at the Custodian's expense; PROVIDED, HOWEVER,
     that the Subcustodian shall not be required to effect any
     such delivery outside the Borough of Manhattan.

          7.  MISCELLANEOUS.  This Agreement (i) shall be
     governed by and construed in accordance with the laws of the
     State of New York, (ii) may be executed in counterparts each
     of which shall be deemed an original but all of which shall
     constitute the same instrument, and (iii) may be amended
     only by written agreement executed by the parties hereto.

     IN WITNESS WHEREOF, the undersigned have executed this
Agreement as of the date set forth below.


Dated:                             ______________________________

                              By:  ______________________________
                              [Address]
                              Telephone:
                              Telex:

                              As Custodian for the Funds Listed
                              in Schedule A attached


                              CHEMICAL BANK


                              By:  ______________________________


           DREYFUS MUNICIPAL MONEY MARKET FUND, INC.


                    SHAREHOLDER SERVICES PLAN



          Introduction:  It has been proposed that the above-
captioned investment company (the "Fund") adopt a Shareholder
Services Plan (the "Plan") under which the Fund would reimburse
the Fund's distributor, Dreyfus Service Corporation (the
"Distributor"), for certain allocated expenses of providing
personal service and/or maintaining shareholder accounts.  The
Plan is not to be adopted pursuant to Rule 12b-1 under the
Investment Company Act of 1940, as amended (the "Act"), and the
fee under the Plan is intended to be a "service fee" as defined
in Article III, Section 26 (a "Service Fee"), of the NASD Rules
of Fair Practice (the "NASD Rules").
          The Fund's Board, in considering whether the Fund
should implement a written plan, has requested and evaluated such
information as it deemed necessary to an informed determination
as to whether a written plan should be implemented and has
considered such pertinent factors as it deemed necessary to form
the basis for a decision to use Fund assets for such purposes.
          In voting to approve the implementation of such a plan,
the Board has concluded, in the exercise of its reasonable
business judgment and in light of applicable fiduciary duties,
that there is a reasonable likelihood that the plan set forth
below will benefit the Fund and its shareholders.

          The Plan:  The material aspects of this Plan are as
follows:
          1.   The Fund shall reimburse the Distributor an amount
not to exceed an annual rate of .25 of 1% of the value of the
Fund's average daily net assets attributable to each class of the
Fund's shares, for its allocated expenses of providing personal
service to shareholders of the respective class and/or
maintaining shareholder accounts; provided that, at no time,
shall the amount paid to the Distributor under this Plan,
together with amounts otherwise paid by the Fund as a Service Fee
under the NASD Rules, exceed the maximum amount then payable
under the NASD Rules as a Service Fee.  The amount of such
reimbursement shall be based on an expense allocation methodology
prepared by the Distributor annually and approved by the Fund's
Board or on any other basis from time to time deemed reasonable
by the Fund's Board.
          2.   For the purposes of determining the fees payable
under this Plan, the value of the net assets attributable to each
class of Fund shares shall be computed in the manner specified in
the Fund's Declaration of Trust for the computation of the value
of the Fund's net assets attributable to such a class.
          3.   The Board shall be provided, at least quarterly,
with a written report of all amounts expended pursuant to this
Plan.  The report shall state the purpose for which the amounts
were expended.
          4.   This Plan will become effective on the date set
forth below following approval by a majority of the Board
members, including a majority of the Board members who are not
"interested persons" (as defined in the Act) of the Fund and have
no direct or indirect financial interest in the operation of this
Plan or in any agreements entered into in connection with this
Plan, pursuant to a vote cast in person at a meeting called for
the purpose of voting on the approval of this Plan.
          5.   This Plan shall continue for a period of one year
from its effective date, unless earlier terminated in accordance
with its terms, and thereafter shall continue automatically for
successive annual periods, provided such continuance is approved
at least annually in the manner provided in paragraph 4 hereof.
          6.   This Plan may be amended at any time by the Board,
provided that any material amendments of the terms of this Plan
shall become effective only upon approval as provided in
paragraph 4 hereof.
          7.   This Plan is terminable without penalty at any
time by vote of a majority of the Board members who are not
"interested persons" (as defined in the Act) of the Fund and have
no direct or indirect financial interest in the operation of this
Plan or in any agreements entered into in connection with this
Plan.
          8.   The obligations hereunder and under any related
Plan agreement shall only be binding upon the assets and property
of the Fund and shall not be binding upon any Trustee, officer or
shareholder of the Fund individually.

Adopted:  August 2, 1993












                    CONSENT OF INDEPENDENT AUDITORS


We consent to the reference to our firm under the captions "Condensed
Financial Information" and "Custodian, Transfer and Dividend Disbursing
Agent, Counsel and Independent Auditors" and to the use of our report
dated June 30, 1994, in this Registration Statement (Form N-1A 2-65232)
of Dreyfus Municipal Money Market Fund, Inc.


                                               ERNST & YOUNG

New York, New York
July 19, 1994













              DREYFUS MUNICIPAL MONEY MARKET FUND, INC.


Value of Account    5/24/94                           $ 1.000000000
+ Dividend on       5/25/94 $ 0.000062230
+ Dividend on       5/26/94   0.000062618
+ Dividend on       5/27/94   0.000254515
+ Dividend on       5/31/94   0.000064124               0.000443487
                                                       -------------
Value of Account    5/31/94                             1.000443487
Less the value of account    5/24/94                   (1.000000000)
                                                       -------------
                   Change in Account                    0.000443487
Divided by value of account  5/24/94                    1.000000000
                                                       -------------
                   Base Period Return                   0.000443487
                                                       =============

Annualized Seven Day Yield  ( 0.000443487 x    365 / 7)        2.31%
                                                       =============

Value of Account    5/24/94                           $ 1.000000000
+ Dividend on       5/25/94 $ 0.000062230
+ Dividend on       5/26/94   0.000062618
+ Dividend on       5/27/94   0.000254515
+ Dividend on       5/31/94   0.000064124               0.000443487
                                                       -------------
Value of Account    5/31/94                             1.000443487
Less the value of account    5/24/94                   (1.000000000)
                                                       -------------
                   Change in Account                    0.000443487
Divided by value of account  5/24/94                    1.000000000
                                                       -------------
                   Base Period Return                   0.000443487
                                                       =============

                                              365/7
Annualized Effective Yield [( 0.000443487  +1)     ]-1         2.34%
                                                       =============

                        TAX EQUIVALENT YIELD

Yield =                                        2.31%
Taxable portion of yield =                     0.00%
                                              ------
Tax exempt portion of yield =                  2.31%
                                              ======
Federal Tax Bracket =                         39.60%
                                              ======
Tax
Equivalent Yield = 2.31 / (1-      0.3960  ) = 3.82%
                                              ======






                                                               Other Exhibit




                              POWER OF ATTORNEY


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


                                             July 21, 1994
                                         ---------------------
                                                  Date

_________________________________
Ehud Houminer






                                                               Other Exhibit




                              POWER OF ATTORNEY


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


                                              July 21, 1994
                                          ---------------------
                                                   Date

_________________________________
David W. Burke




                              POWER OF ATTORNEY


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

                               Dreyfus Tax Exempt Money Market Fund, Inc.

_________________________      Controller               February 21, 1991
Paul T. Molloy









                              POWER OF ATTORNEY


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

                               Dreyfus Tax Exempt Money Market Fund, Inc.

_________________________      Controller               September 19, 1989
Frank J. Greene









                              POWER OF ATTORNEY


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

                               Dreyfus Tax Exempt Money Market Fund, Inc.

_________________________      Director            August 3, 1989
Marietta Tree










                              POWER OF ATTORNEY


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

                               Dreyfus Tax Exempt Money Market Fund, Inc.

_________________________      Director                      June 9, 1988
Hodding Carter, III









                              POWER OF ATTORNEY


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

                               Dreyfus Tax Exempt Money Market Fund, Inc.


_____________________     President, Director and       August 12, 1987
Richard J. Moynihan       Chief Executive Officer

_____________________     Treasurer (Chief Financial    August 12, 1987
John J. Pyburn            and Accounting Officer)

_____________________     Director                      August 12, 1987
Richard C. Leone

______________________    Director                      August 12, 1987
Hans C. Mautner

______________________    Director                      August 12, 1987
Robert B. Rivel

______________________    Director                      August 12, 1987
Donald B. Smiley

______________________    Director                      August 12, 1987
Howard Stein

______________________    Director                      August 12, 1987
John E. Zuccotti




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