GENERAL MUNICIPAL BOND FUND INC
485BPOS, 1994-04-19
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                                                       File Nos. 2-75608
                                                                 811-3372
                      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. 15                                  [X]
    
                                    and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940       [X]
   
     Amendment No. 15                                                 [X]
    
                       (Check appropriate box or boxes.)

                       GENERAL MUNICIPAL BOND 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  April 22, 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 February 28, 1994 will be filed on or about April 25, 1994.
    




                       GENERAL MUNICIPAL BOND 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              3, 23


   5           Management of the Fund                         12

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


   6           Capital Stock and Other Securities             23

   7           Purchase of Securities Being Offered           13

   8           Redemption or Repurchase                       17

   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-1, B-25

   13          Investment Objectives and Policies             B-2

   14          Management of the Fund                         B-9

   15          Control Persons and Principal                  B-9
               Holders of Securities

   16          Investment Advisory and Other                  B-13
               Services

_____________________________________

NOTE:  * Omitted since answer is negative or inapplicable.



                       GENERAL MUNICIPAL BOND 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-21

   18          Capital Stock and Other Securities             B-25

   19          Purchase, Redemption and Pricing               B-14, B-16
                                                               & B-21
               of Securities Being Offered

   20          Tax Status                                     B-22

   21          Underwriters                                   B-14

   22          Calculations of Performance Data               B-24

   23          Financial Statements                           B-36
    

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-29

   30          Location of Accounts and Records               C-31

   31          Management Services                            C-38

   32          Undertakings                                   C-38
    


******sticker******


   
- ------------------------------------------------------------------------------
PROSPECTUS                                                    APRIL 22, 1994
    
- ------------------------------------------------------------------------------

                GENERAL MUNICIPAL BOND FUND, INC.
    GENERAL MUNICIPAL BOND FUND, INC. (THE "FUND") IS AN OPEN-END,
DIVERSIFIED, MANAGEMENT INVESTMENT COMPANY, KNOWN AS A MUTUAL
FUND. ITS GOAL IS TO MAXIMIZE CURRENT INCOME EXEMPT FROM FEDERAL
INCOME TAX TO THE EXTENT CONSISTENT WITH THE PRESERVATION OF
CAPITAL.
    YOU CAN INVEST, REINVEST OR REDEEM SHARES AT ANY TIME WITHOUT
CHARGE OR PENALTY IMPOSED BY THE FUND.
    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.
    THE FUND BEARS CERTAIN COSTS OF ADVERTISING, ADMINISTRATION
AND/OR DISTRIBUTION PURSUANT TO A PLAN ADOPTED IN ACCORDANCE
WITH RULE 12B-1 UNDER THE INVESTMENT COMPANY ACT OF 1940.
    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 APRIL 22, 1994, WHICH MAY BE REVISED FROM TIME TO TIME,
PROVIDES A FURTHER DISCUSSION OF CERTAIN AREAS IN THIS PROSPECTUS
AND OTHER MATTERS WHICH MAY BE OF INTEREST TO SOME INVESTORS. IT
HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION AND IS
INCORPORATED HEREIN BY REFERENCE. FOR A FREE COPY, WRITE TO THE
FUND AT 144 GLENN CURTISS BOULEVARD, UNIONDALE, NEW YORK 11556-
0144, OR CALL 1-800-645-6561. WHEN TELEPHONING, ASK FOR OPERATOR
666.
    

   
    THE FUND'S SHARES ARE NOT DEPOSITS OR OBLIGATIONS OF, OR
GUARANTEED OR ENDORSED BY, ANY BANK, AND ARE NOT FEDERALLY
INSURED BY THE FEDERAL RESERVE BOARD, OR ANY OTHER AGENCY. THE
FUND'S SHARES INVOLVE CERTAIN INVESTMENT RISKS, INCLUDING THE
POSSIBLE LOSS OF PRINCIPAL. THE FUND'S SHARE PRICE, YIELD AND
INVESTMENT RETURN FLUCTUATE AND ARE NOT GUARANTEED.
- ------------------------------------------------------------------------------
    

                 TABLE OF CONTENTS
   
                                                         PAGE
ANNUAL FUND OPERATING EXPENSES                            2
CONDENSED FINANCIAL INFORMATION                           2
DESCRIPTION OF THE FUND                                   3
MANAGEMENT OF THE FUND                                   12
HOW TO BUY FUND SHARES                                   13
SHAREHOLDER SERVICES                                     14
HOW TO REDEEM FUND SHARES                                17
SERVICE PLAN                                             19
DIVIDENDS, DISTRIBUTIONS AND TAXES                       20
PERFORMANCE INFORMATION                                  22
GENERAL INFORMATION                                      23
    
- ------------------------------------------------------------------------------

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......................................         .55%
    12b-1 Fees (distribution and servicing)..............         .20%
    Other Expenses......................................          .10%
    Total Fund Operating Expenses.......................          .85%
    
<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:                     $9        $27          $47        $105
</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. The information in the foregoing table does not reflect any fee
waivers or expense reimbursement arrangements that may be in effect.
Certain Service Agents (as defined below) may charge their clients direct
fees for effecting transactions in Fund shares; such fees are not reflected
in the foregoing table. See "Management of the Fund," "How to Buy Fund
Shares" and "Service 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.
    
                                                YEAR ENDED FEBRUARY 28/29,
<TABLE>
<CAPTION>
   

PER SHARE DATA:                    1985(1)      1986     1987     1988      1989     1990      1991      1992      1993    1994
                                    ------    ------    ------   ------    ------    -----     ------    -----     ------  ------
    <S>                             <C>       <C>       <C>      <C>       <C>       <C>       <C>       <C>       <C>     <C>
    Net asset value,
      beginning of year..........   $12.50    $12.43    $14.57   $15.11    $13.41    $13.49    $13.90    $14.02    $14.60  $15.74
                                    ------    ------    ------   ------    ------    -----     ------    -----     ------  ------
    INVESTMENT OPERATIONS:
    Investment income-net........     1.12      1.16      1.06      .97      .97       1.03      1.08      1.06       .97    .90
    Net realized and
      unrealized gain
        (loss) on investments...      (.07)     2.14       .54    (1.44)     .08        .41       .12       .62      1.29   (.04)
                                    ------    ------    ------   ------    ------    -----     ------    -----     ------  ------
        TOTAL (LOSS) FROM INVESTMENT
            OPERATIONS:..........     1.05      3.30      1.60     (.47)    1.05       1.44     1.20      1.68       2.26    .86
                                    ------    ------    ------   ------    ------    -----     ------    -----     ------  ------
    DISTRIBUTIONS:
    Dividends from
    investment income-net........    (1.12)    (1.16)    (1.06)    (.98)    (.97)    (1.03)    (1.08)    (1.06)    (.97)    (.91)
    Dividends from net
      realized gain
          on investment..........     --         --         --     (.25)      --       --        --       (.04)    (.15)    (.23)
                                    ------    ------    ------   ------    ------    -----     ------    -----     ------  ------
        TOTAL DISTRIBUTIONS......   (1.12)    (1.16)    (1.06)    (1.23)    (.97)  (1.03)    (1.08)    (1.10)    (1.12)    (1.14)
                                    ------    ------    ------   ------    ------    -----     ------    -----     ------  ------
    Net asset value,
       end of year...............  $12.43    $14.57    $15.11    $13.41    $13.49    $13.90    $14.02    $14.60   $15.74   $15.46
                                    =====    ======    ======    ======    ======    ======    ======    ======   ======   ======
TOTAL INVESTMENT RETURN..........   9.43%(2) 27.91%    11.46%    (2.89%)    8.16%    10.98%    9.04%    12.34%    16.13%    5.50%
RATIOS / SUPPLEMENTAL DATA:
    Ratio of expenses to
      average net assets.......    --       .41%      .77%       .80%      .80%     .28%       --        .01%     .41%     .82%
      Ratio of net investment
      income to average
        net assets...............  9.57%(2  8.66%    7.22%      7.30%     7.27%    7.58%       7.83%     7.30%    6.46%    5.71%
    Decrease reflected in above
    expense ratios due to
        undertakings by The
        Dreyfus Corporation
        (limited to the expense
        limitation provision
        of the Management
            Agreement)...........  1.50%(2)      1.37%     .51%     .41%       .62%       .89%    .92%     .75%     .35%     .03%
    Portfolio Turnover Rate...... 71.55%(3)    87.53%   105.00%    67.04%   218.32%    109.92%   50.18%   38.15%   64.98%  59.19%
    Net Assets, end of year
         (000's omitted)...  $5,206   $39,661  $62,523   $36,808   $34,822   $108,846  $308,580  $720,395  $1,238,291  $1,240,815
</TABLE>
(1)    From March 21, 1984 (commencement of operations) to February 28, 1985.
(2)    Annualized basis.
(3)    Not annualized.



                                   2
Further information about the Fund's performance is contained in the
Fund's annual report, which may be obtained without charge by writing to
the address or calling the number set forth on the cover page of this
Prospectus.
    

DESCRIPTION OF THE FUND
INVESTMENT OBJECTIVE - The Fund's goal is to maximize current income
exempt from Federal income tax to the extent consistent with the
preservation of capital. 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.
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, which are
determined in some instances by formulas under which the Municipal
Obligation's interest rate will change directly or inversely to changes in
interest rates or an index, or multiples thereof, in many cases subject to
a maximum and a minimum. Certain Municipal Obligations are subject to
redemption at a date earlier than their stated maturity pursuant to call
options, which may be separated from the related Municipal Obligation and
purchased and sold separately.
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 and
at least 65% of the value of the Fund's net assets (except when
maintaining a temporary defensive position) will be invested in bonds and
debentures.

   
    At least 65% of the value of the Fund's net assets must consist of
Municipal Obligations which, in the case of bonds, are rated no lower than
Baa by Moody's Investors Service, Inc. ("Moody's") or BBB by Standard &
Poor's Corporation ("S&P") or Fitch Investors Service, Inc. ("Fitch"). The
Fund may invest up to 35% of the value of its net assets in Municipal
Obligations which, in the case of bonds, are rated lower than Baa by
Moody's and BBB by S&P and Fitch and as low as the lowest rating assigned
by Moody's, S&P or Fitch. The Fund may invest in short-term Municipal
Obligations which are rated in the two highest rating categories by
Moody's, S&P or Fitch. See "Appendix" in the Statement of Additional
Information. Municipal Obligations rated BBB by S&P or Fitch or Baa by
Moody's are considered investment grade obligations; those rated BBB by
S&P and Fitch are regarded as having an adequate capacity to pay principal
and interest, while those rated Baa by Moody's are considered medium
grade obligations which lack outstanding investment characteristics and
have speculative characteristics. Investments rated Ba or lower by
Moody's and BB or lower by S&P and Fitch ordinarily provide higher yields
but involve greater risk because of their speculative characteristics. The
Fund may invest in Municipal Obligations rated C by Moody's or D by S&P or
Fitch, which is such rating organizations' lowest rating and indicates that
the Municipal Obligation is in default and interest and/or repayment of
principal is in arrears. See "Risk Factors - Lower Rated Bonds" below for
a further discussion of certain risks. The Fund also may invest in
securities which, while not rated, are determined by The Dreyfus
                                   3
Corporation to be of comparable quality to the rated securities in which
the Fund may invest; for purposes of the 65% requirement described in
this paragraph, such unrated securities shall be deemed to have the rating
so determined. The Fund also may invest in Taxable Investments of the
quality described below. The Fund intends to invest less than 35% of the
value of its net assets in Municipal Obligations rated Ba or lower by
Moody's and BB or lower by S&P and Fitch.
    

    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 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 certain 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. See
"Risk Factors - Other Investment Considerations" below.
    The Fund may purchase floating and variable rate demand notes and
bonds, which are tax exempt obligations ordinarily having stated
maturities in excess of one year, but which permit the holder to demand
payment of principal at any time or at specified intervals. 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 obligations 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
obligations are direct lending arrangements between the lender and
borrower, it is not contemplated that such instruments generally will be
traded, and there generally is no established secondary market for these
obligations, although they are redeemable at face value. Accordingly,
where these obligations are not secured by letters of credit or other
credit support arrangements, the Fund's right to redeem is dependent on
the ability of the borrower to pay principal and interest on demand. Each
obligation 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
obligations in the Fund's portfolio. The Fund will not invest more than 15%
of the value of its net assets in floating or variable rate demand
obligations 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 obligations, and in other illiquid securities.

   
    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. If the participation interest is unrated, 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
                                4
demand payment only upon a default under the terms of the Municipal
Obligations, as needed to provide liquidity to meet redemptions, or to
maintain or improve the quality of its investment portfolio. The Fund will
not invest more than 15% of the value of its net assets in participation
interests that do not have this demand feature if there is no secondary
market available for these instruments, and in other illiquid securities.
    

   
    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 Obligations
and for other reasons. The Fund will not invest more than 15% of the value
of its net assets in securities that are illiquid, which could 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.
    
    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 its 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. The Fund also may acquire
call options on specific Municipal Obligations. The Fund generally would
purchase these call options to protect the Fund from the issuer of the
related Municipal Obligation redeeming, or other holder of the call option
from calling away, the Municipal Obligation before maturity. The sale by
the Fund of a call option that it owns on a specific Municipal Obligation
could result in the receipt of taxable income by the Fund.

   
    The Fund may purchase custodial receipts representing the right to
receive certain future principal and interest payments on Municipal
Obligations which underlie the custodial receipts. A number of different
arrangements are possible. In a typical custodial receipt arrangement, an
issuer or a third party owner of Municipal Obligations deposits such
obligations with a custodian in exchange for two classes of custodial
receipts. The two classes have different characteristics, but, in each
case, payments on the two classes are based on payments received on the
underlying Municipal Obligations. One class has the characteristics of a
typical auction rate security, where at specified intervals its interest
rate is adjusted, and ownership changes, based on an auction mechanism.
This class's interest rate generally is expected to be below the coupon
rate of the underlying Municipal Obligations and generally is at a level
comparable to that of a Municipal Obligation of similar quality and having
a maturity equal to the period between interest rate adjustments. The
second class bears interest at a rate that exceeds the interest rate
typically borne by a security of comparable quality and maturity; this rate
also is adjusted, but in this case inversely to changes in the rate of
interest of the first class. If the interest rate on the first class exceeds
the coupon rate of the underlying Municipal Obligations, its interest rate
will exceed the rate paid on the second class. In no event will the
aggregate interest paid with respect to the two classes exceed the
interest paid by the underlying Municipal Obligations. The value of the
                                   5
second class and similar securities should be expected to fluctuate more
than the value of a Municipal Obligation of comparable quality and
maturity and their purchase by the Fund should increase the volatility of
its net asset value and, thus, its price per share. These custodial receipts
are sold in private placements. The Fund also may purchase directly from
issuers, and not in a private placement, Municipal Obligations having
characteristics similar to custodial receipts. These securities may be
issued as part of a multi-class offering and the interest rate on certain
classes may be subject to a cap or floor.
    

   
    The Fund may invest up to 15% of the value of its net assets in
securities as to which a liquid trading market does not exist, provided
such investments are consistent with the Fund's investment objective.
Such securities may include securities that are not readily marketable,
such as certain securities that are subject to legal or contractual
restrictions on resale, and repurchase agreements providing for
settlement in more than seven days after notice. As to these securities,
the Fund is subject to a risk that should the Fund desire to sell them when
a ready buyer is not available at a price that the Fund deems
representative of their value, the value of the Fund's net assets could be
adversely affected. However, if a substantial market of qualified
institutional buyers develops pursuant to Rule 144A under the Securities
Act of 1933, as amended, for certain of these securities held by the Fund,
the Fund intends to treat such securities as liquid securities in
accordance with procedures approved by the Fund's Board of Directors.
Because it is not possible to predict with assurance how the market for
restricted securities pursuant to Rule 144A will develop, the Fund's Board
of Directors has directed The Dreyfus Corporation to monitor carefully the
Fund's investments in such securities with particular regard to trading
activity, availability of reliable price information and other relevant
information. To the extent that for a period of time, qualified
institutional buyers cease purchasing restricted securities pursuant to
Rule 144A, the Fund's investing in such securities may have the effect of
increasing the level of illiquidity in the Fund's portfolio during such
period.
    

    The Fund may invest in zero coupon securities which are debt securities
issued or sold at a discount from their face value which do not entitle the
holder to any periodic payment of interest prior to maturity or a specified
redemption date (or cash payment date). The amount of the discount varies
depending on the time remaining until maturity or cash payment date,
prevailing interest rates, liquidity of the security and perceived credit
quality of the issuer. Zero coupon securities also may take the form of
debt securities that have been stripped of their unmatured interest
coupons, the coupons themselves and receipts or certificates representing
interest in such stripped debt obligations and coupons. The market prices
of zero coupon securities generally are more volatile than the market
prices of interest-bearing securities and are likely to respond to a greater
degree to changes in interest rates than interest-bearing securities
having similar maturities and credit qualities. The Fund may invest up to
5% of its assets in zero coupon bonds which are rated below investment
grade. See "Risk Factors - Lower Rated Bonds" and "Other Investment
Considerations" below, and "Investment Objective and Management
Policies - Risk Factors - Lower Rated Bonds" and "Dividends,
Distributions and Taxes" in the Statement of Additional Information.
    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 three 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-2 by Moody's, A-2 by S&P or F-2 by Fitch; certificates of
deposit of 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. 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 Fund's Statement of Additional Information, to which reference hereby
is made.
                                   6
INVESTMENT TECHNIQUES - The Fund may employ, among others, the
investment techniques described below. Use of certain of these techniques
may give rise to taxable income.
WHEN-ISSUED SECURITIES - 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
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 value 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.

   
FUTURES TRANSACTIONS - IN GENERAL - The Fund is not a commodity pool.
However, as a substitute for a comparable market position in the
underlying securities and for hedging purposes, the Fund may engage in
futures and options on futures transactions as described below.
    

   
    The Fund's commodities transactions must constitute bona fide hedging
or other permissible transactions pursuant to regulations promulgated by
the Commodity Futures Trading Commission. In addition, the Fund may not
engage in such transactions if the sum of the amount of initial margin
deposits and premiums paid for unexpired commodity options, other than
for bona fide hedging transactions, would exceed 5% of the liquidation
value of the Fund's assets, after taking into account unrealized profits and
unrealized losses on such contracts it has entered into; provided, however,
that in the case of an option that is in-the-money at the time of purchase,
the in-the-money amount may be excluded in calculating the 5%. Pursuant
to regulations and/or published positions of the Securities and Exchange
Commission, the Fund may be required to segregate cash or high quality
money market instruments in connection with its commodities
transactions in an amount generally equal to the value of the underlying
commodity.
    
    Initially, when purchasing or selling futures contracts the Fund will be
required to deposit with its custodian in the broker's name an amount of
cash or cash equivalents up to approximately 10% of the contract amount.
This amount is subject to change by the exchange or board of trade on
which the contract is traded and members of such exchange or board of
trade may impose their own higher requirements. This amount is known as
"initial margin" and is in the nature of a performance bond or good faith
deposit on the contract which is returned to the Fund upon termination of
the futures position, assuming all contractual obligations have been
satisfied. Subsequent payments, known as "variation margin," to and from
the broker will be made daily as the price of the index or securities
underlying the futures contract fluctuates, making the long and short
positions in the futures contract more or less valuable, a process known
as "marking-to-market." At any time prior to the expiration of a futures
contract, the Fund may elect to close the position by taking an opposite
position at the then prevailing price, which will operate to terminate the
Fund's existing position in the contract.
                                   7
    Although the Fund intends to purchase or sell futures contracts only if
there is an active market for such contracts, no assurance can be given
that a liquid market will exist for any particular contract at any
particular time. Many futures exchanges and boards of trade limit the
amount of fluctuation permitted in futures contract prices during a single
trading day. Once the daily limit has been reached in a particular contract,
no trades may be made that day at a price beyond the limit or trading may
be suspended for specified periods during the trading day. Futures contract
prices could move to the limit for several consecutive trading days with
little or no trading, thereby preventing prompt liquidation of futures
positions and potentially subjecting the Fund to substantial losses. If it is
not possible or the Fund determines not to close a futures position in
anticipation of adverse price movements, the Fund will be required to
make daily cash payments of variation margin. In such circumstances, an
increase in the value of the portion of the Fund's portfolio being hedged, if
any, may offset partially or completely losses on the futures contract.
However, no assurance can be given that the price of the securities being
hedged will correlate with the price movements in a futures contract and
thus provide an offset to losses on the futures contract.

   
    In addition, to the extent the Fund is engaging in a futures transaction
as a hedging device, due to the risk of an imperfect correlation between
securities in the Fund's portfolio that are the subject of a hedging
transaction and the futures contract used as a hedging device, it is
possible that the hedge will not be fully effective in that, for example,
losses on the portfolio securities may be in excess of gains on the futures
contract or losses on the futures contract may be in excess of gains on the
portfolio securities that were the subject of the hedge. In futures
contracts based on indexes, the risk of imperfect correlation increases as
the composition of the Fund's portfolio varies from the composition of the
index. In an effort to compensate for the imperfect correlation of
movements in the price of the securities being hedged and movements in
the price of futures contracts, the Fund may buy or sell futures contracts
in a greater or lesser dollar amount than the dollar amount of the
securities being hedged if the historical volatility of the futures contract
has been less or greater than that of the securities. Such "over hedging"
or "under hedging" may adversely affect the Fund's net investment results
if market movements are not as anticipated when the hedge is established.
    

    Successful use of futures by the Fund also is subject to The Dreyfus
Corporation's ability to predict correctly movements in the direction of
the market or interest rates. For example, if the Fund has hedged against
the possibility of a decline in the market adversely affecting the value of
securities held in its portfolio and prices increase instead, the Fund will
lose part or all of the benefit of the increased value of securities which it
has hedged because it will have offsetting losses in its futures positions.
In addition, in such situations, if the Fund has insufficient cash, it may
have to sell securities to meet daily variation margin requirements. Such
sales of securities may, but will not necessarily, be at increased prices
which reflect the rising market. The Fund may have to sell securities at a
time when it may be disadvantageous to do so.
    An option on a futures contract gives the purchaser the right, in return
for the premium paid, to assume a position in a futures contract (a long
position if the option is a call and a short position if the option is a put)
at a specified exercise price at any time during the option exercise period.
The writer of the option is required upon exercise to assume an offsetting
futures position (a short position if the option is a call and a long position
if the option is a put). Upon exercise of the option, the assumption of
offsetting futures positions by the writer and holder of the option will be
accompanied by delivery of the accumulated cash balance in the writer's
futures margin account which represents the amount by which the market
price of the futures contract, at exercise, exceeds, in the case of a call, or
is less than, in the case of a put, the exercise price of the option on the
futures contract.
    Call options sold by the Fund with respect to futures contracts will be
covered by, among other things, entering into a long position in the same
contract at a price no higher than the strike price of the call option, or by
ownership of the instruments underlying, or instruments the prices of
which are expected to move relatively consistently with the instruments
underlying, the futures contract. Put options sold by the Fund with respect
to futures contracts will be covered when, among other things, cash or
liquid securities are placed in a segregated account to fulfill the
obligation undertaken.
                                   8
    The Fund may utilize municipal bond index futures to protect against
changes in the market value of the Municipal Obligations in its portfolio or
which it intends to acquire. Municipal bond index futures contracts are
based on an index of long-term Municipal Obligations. The index assigns
relative values to the Municipal Obligations included in the index, and
fluctuates with changes in the market value of such Municipal Obligations.
The contract is an agreement pursuant to which two parties agree to take
or make delivery of an amount of cash based upon the difference between
the value of the index at the close of the last trading day of the contract
and the price at which the index contract was originally written. The
acquisition or sale of a municipal bond index futures contract enables the
Fund to protect its assets from fluctuations in rates on tax exempt
securities without actually buying or selling such securities.
   
INTEREST RATE FUTURES CONTRACTS AND OPTIONS ON INTEREST RATE
FUTURES CONTRACTS - The Fund may purchase and sell interest rate
futures contracts and options on interest rate futures contracts as a
substitute for a comparable market position and to hedge against adverse
movements in interest rates.
    
   
    To the extent the Fund has invested in interest rate futures contracts
or options on interest rate futures contracts as a substitute for a
comparable market position, the Fund will be subject to the investment
risks of having purchased the securities underlying the contract.
    
    The Fund may purchase call options on interest rate futures contracts
to hedge against a decline in interest rates and may purchase put options
on interest rate futures contracts to hedge its portfolio securities
against the risk of rising interest rates.
    If the Fund has hedged against the possibility of an increase in interest
rates adversely affecting the value of securities held in its portfolio and
rates decrease instead, the Fund will lose part or all of the benefit of the
increased value of securities which it has hedged because it will have
offsetting losses in its futures positions. In addition, in such situations,
if the Fund has insufficient cash, it may have to sell securities to meet
daily variation margin requirements at a time when it may be
disadvantageous to do so. These sales of securities may, but will not
necessarily, be at increased prices which reflect the decline in interest
rates.
    The Fund may sell call options on interest rate futures contracts to
partially hedge against declining prices of its portfolio securities. If the
futures price at expiration of the option is below the exercise price, the
Fund will retain the full amount of the option premium which provides a
partial hedge against any decline that may have occurred in the Fund's
portfolio holdings. The Fund may sell put options on interest rate futures
contracts to hedge against increasing prices of the securities which are
deliverable upon exercise of the futures contract. If the futures price at
expiration of the option is higher than the exercise price, the Fund will
retain the full amount of the option premium which provides a partial
hedge against any increase in the price of securities which the Fund
intends to purchase. If a put or call option sold by the Fund is exercised,
the Fund will incur a loss which will be reduced by the amount of the
premium it receives. Depending on the degree of correlation between
changes in the value of its portfolio securities and changes in the value of
its futures positions, the Fund's losses from existing options on futures
may, to some extent, be reduced or increased by changes in the value of its
portfolio securities.
   
    The Fund also may sell options on interest rate futures contracts as
part of closing purchase transactions to terminate its options positions.
No assurance can be given that such closing transactions can be effected
or that there will be a correlation between price movements in the
options on interest rate futures and price movements in the Fund's
portfolio securities which are the subject of the hedge. In addition, the
Fund's purchase of such options will be based upon predictions as to
anticipated interest rate trends, which could prove to be inaccurate.
    
FUTURE DEVELOPMENTS - The Fund may take advantage of opportunities in
the area of options and futures contracts and options on futures contracts
and any other derivative investments which are not presently
contemplated for use by the Fund or which are not currently available but
which may be developed, to the extent such opportunities are both
consistent with the Fund's investment objective and legally permissible
for the Fund. Before entering into such transactions or making any such
investment, the Fund will provide appropriate disclosure in its prospectus.
                                   9
LENDING PORTFOLIO SECURITIES - From time to time, the Fund may lend
securities from its portfolio to brokers, dealers and other financial
institutions needing to borrow securities to complete certain
transactions. Such loans may not exceed 33l/3% of the value of the Fund's
total assets. In connection with such loans, the Fund will receive
collateral consisting of cash, U.S. Government securities or irrevocable
letters of credit issued by financial institutions. Such collateral will be
maintained at all times in an amount equal to at least 100% of the current
market value of the loaned securities. The Fund can increase its income
through the investment of such collateral. The Fund continues to be
entitled to payments in amounts equal to interest or other distributions
payable on the loaned security and receives interest on the amount of the
loan. Such loans will be terminable at any time upon specified notice. The
Fund might experience risk of loss if the institution with which it has
engaged in a portfolio loan transaction breaches its agreement with the
Fund. The Fund will limit the entities with which it will enter into
securities lending transactions to those whose securities are eligible for
purchase by the Fund.
CERTAIN FUNDAMENTAL POLICIES - The Fund may (i) borrow money from
banks, but only for temporary or emergency (not leveraging) purposes in an
amount up to 15% of the value 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.
While borrowings exceed 15% of the value of the Fund's total assets, the
Fund will not make any additional investments; (ii) invest up to 5% of its
total assets in the obligations of any single issuer, except that up to 25%
of the value of the Fund's total assets may be invested, and obligations
issued or guaranteed by the U.S. Government, its agencies or
instrumentalities may be purchased, without regard to any such
limitation; and (iii) invest up to 25% of its total assets in the securities
of issuers in any single industry, provided that there is no such limitation
on investments in Municipal Obligations and, for temporary defensive
purposes, securities issued by banks and obligations issued or guaranteed
by the U.S. Government, its agencies or instrumentalities. 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.
CERTAIN ADDITIONAL NON-FUNDAMENTAL POLICIES - The Fund may (i)
pledge, hypothecate, mortgage or otherwise encumber its assets, but only
to the extent necessary to secure borrowings for temporary or emergency
purposes; and (ii) invest up to 15% of its net assets in repurchase
agreements providing for settlement in more than seven days after notice
and in other 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). See "Investment Objective and Management Policies -
Investment Restrictions" in the Statement of Additional Information.
RISK FACTORS - LOWER RATED BONDS - You should carefully consider the
relative risks of investing in the higher yielding (and, therefore, higher
risk) debt securities in which the Fund may invest up to 35% of the value
of its net assets. These are bonds such as those rated Ba by Moody's or BB
by S&P or Fitch or as low as the lowest rating assigned by Moody's, S&P or
Fitch. They generally are not meant for short-term investing and may be
subject to certain risks with respect to the issuing entity and to greater
market fluctuations than certain lower yielding, higher rated fixed-
income securities. Bonds rated Ba by Moody's are judged to have
speculative elements; their future cannot be considered as well assured
and often the protection of interest and principal payments may be very
moderate. Bonds rated BB by S&P are regarded as having predominantly
speculative characteristics and, while such obligations have less near-
term vulnerability to default than other speculative grade debt, they face
major ongoing uncertainties or exposure to adverse business, financial or
economic conditions which could lead to inadequate capacity to meet
timely interest and principal payments. Bonds rated BB by Fitch are
considered speculative and the payment of principal and interest may be
affected at any time by adverse economic changes. Bonds rated C by
Moody's are regarded as having extremely poor prospects of ever attaining
any real investment standing. Bonds rated D by S&P are in default and the
                                   10
payment of interest and/or repayment of principal is in arrears. Bonds
rated DDD, DD or D by Fitch are in actual or imminent default, are
extremely speculative and should be valued on the basis of their ultimate
recovery value in liquidation or reorganization of the issuer; DDD
represents the highest potential for recovery of such bonds and D
represents the lowest potential for recovery. Such bonds, though high
yielding, are characterized by great risk. See "Appendix" in the Statement
of Additional Information for a general description of Moody's, S&P and
Fitch ratings of Municipal Obligations. 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, although ratings
may be useful in evaluating the safety of interest and principal payments,
they do not evaluate the market value risk of these bonds. Therefore,
although these ratings may be an initial criterion for selection of
portfolio investments, The Dreyfus Corporation also will evaluate these
securities and the ability of the issuers of such securities to pay interest
and principal. The Fund's ability to achieve its investment objective may
be more dependent on The Dreyfus Corporation's credit analysis than might
be the case for a fund that invested in higher rated securities. Once the
rating of a portfolio security has been changed, the Fund will consider all
circumstances deemed relevant in determining whether to continue to hold
the security.
    The market price and yield of bonds rated Ba or lower by Moody's and BB
or lower by S&P and Fitch are more volatile than those higher rated bonds.
Factors adversely affecting the market price and yield of these securities
will adversely affect the Fund's net asset value. In addition, the retail
secondary market for these bonds may be less liquid than that of higher
rated bonds; adverse market conditions could make it difficult at times
for the Fund to sell certain securities or could result in lower prices than
those used in calculating the Fund's net asset value.
    The Fund may invest up to 5% of the value of its net assets in zero
coupon securities and pay-in-kind bonds (bonds which pay interest through
the issuance of additional bonds) rated Ba or lower by Moody's and BB or
lower by S&P and Fitch. These securities may be subject to greater
fluctuations in value due to changes in interest rates than interest-
bearing securities and thus may be considered more speculative than
comparably rated interest-bearing securities. See "Other Investment
Considerations" below, and "Investment Objective and Management
Policies -  Risk Factors - Lower Rated Bonds" and "Dividends,
Distributions and Taxes" in the Statement of Additional Information.
   
OTHER 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.
Certain securities that may be purchased by the Fund, such as those with
interest rates that fluctuate directly or indirectly based on multiples of a
stated index, are designed to be highly sensitive to changes in interest
rates and can subject the holders thereof to extreme reductions of yield
and possibly loss of principal. The value of fixed-income securities also
may be affected by changes in the credit rating or financial condition of
the issuing entities. The Fund's net asset value generally will not be
stable and should fluctuate based upon changes in the value of the Fund's
portfolio securities. Securities in which the Fund will invest may earn a
higher level of current income than certain shorter-term or higher quality
securities which generally have greater liquidity, less market risk and
less fluctuation in market value.
    
    Federal income tax law requires the holder of a zero coupon security or
of certain pay-in-kind bonds to accrue income with respect to these
securities prior to the receipt of cash payments. To maintain its
qualification as a regulated investment company and avoid liability for
Federal income taxes, the Fund may be required to distribute such income
accrued with respect to these securities and may have to dispose of
portfolio securities under disadvantageous circumstances in order to
generate cash to satisfy these distribution requirements.
    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
                                   11
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 the 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 March 31, 1994, The Dreyfus Corporation managed or
administered approximately $74 billion in assets for more than 1.9
million investor accounts nationwide.
    
   
    The Dreyfus Corporation supervises and assists in the overall
management of the Fund's affairs under a Management Agreement with the
Fund, subject to the overall authority of the Fund's Board of Directors in
accordance with Maryland law. The Fund's primary investment officer is A.
Paul Disdier. He has held that position and has been employed by The
Dreyfus Corporation since February 1988. The Fund's other investment
officers are identified under "Management of the Fund" in the Fund's
Statement of Additional Information. The Dreyfus Corporation also
provides research services for the Fund as well as for other funds advised
by The Dreyfus Corporation through a professional staff of portfolio
managers and security analysts.
    

   
    Under the terms of the Management Agreement, the Fund has agreed to
pay The Dreyfus Corporation a monthly fee at the annual rate of .55 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. For the fiscal year ended
February 28, 1994, the Fund paid The Dreyfus Corporation a management
fee at the effective annual rate of .52 of 1% of the value of the Fund's
average daily net assets pursuant to an undertaking in effect.
    
   
    The Fund bears certain costs of distributing and servicing Fund shares
in accordance with a plan (the "Service Plan") adopted pursuant to Rule
12b-1 under the Investment Company Act of 1940. See "Annual Fund
Operating Expenses" and "Service Plan."
    
   
    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 Service Agents in respect of these services.
    
                               12
    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
    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 through Dreyfus Service Corporation or
certain financial institutions (which may include banks), securities
dealers ("Selected Dealers") and other industry professionals
(collectively, "Service Agents") that have entered into service
agreements with Dreyfus Service Corporation. Share 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 retirement 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 Service Agent 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 THEREBY. For the location of the
nearest Dreyfus Financial Center, please call one of the telephone numbers
listed under "General Information."
    
   
    Wire payments may be made 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
#8900051884/General Municipal Bond 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.
Other purchase procedures may be in effect for clients of certain Service
Agents. The Fund makes available to certain large institutions the ability
to issue purchase instructions through compatible computer facilities.
                                       13
    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."
    Management understands that some Service Agents may impose certain
conditions on their clients which are different from those described in
this Prospectus, and, to the extent permitted by applicable regulatory
authority, may charge their clients direct fees for Servicing (as defined
under "Service Plan"). These fees would be in addition to any amounts
which might be received under the Fund's Service Plan. Each Service Agent
has agreed to transmit to its clients a schedule of such fees. You should
consult your Service Agent in this regard.
   
    Fund shares are sold on a continuous basis at the net asset value per
share next determined after an order in proper form is received by the
Transfer Agent. Net asset value per share is determined as of the close of
trading on the floor of the New York Stock Exchange (currently 4:00 p.m.,
New York time), on each day the New York Stock Exchange is open for
business. Net asset value per share is computed by dividing the value of
the Fund's net assets (i.e., the value of its assets less liabilities) by the
total number of shares outstanding. The Fund's investments are valued
each business day by an independent pricing service approved by the Board
of Directors and are valued at fair value as determined by the pricing
service. The pricing service's procedures are reviewed under the general
supervision of the Board of Directors. For further information regarding
the methods employed in valuing the Fund's investments, see
"Determination of Net Asset Value" in the Fund's Statement of Additional
Information.
    

    Federal regulations require that you provide a certified TIN upon
opening or reopening an account. See "Dividends, Distributions and Taxes"
and the Fund's Account Application for further information concerning this
requirement. Failure to furnish a certified TIN to the Fund could subject
you to a $50 penalty imposed by the Internal Revenue Service ("IRS").

   
DREYFUS TELETRANSFER PRIVILEGE - You may purchase 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
Fund's Account Application or have filed a Shareholder Services Form with
the Transfer Agent. The proceeds will be transferred between the bank
account designated in one of these documents and your Fund account. Only
a bank account maintained in a domestic financial institution which is an
Automated Clearing House member may be so designated. The Fund may
modify or terminate this Privilege at any time or charge a service fee
upon notice to shareholders. No such fee currently is contemplated.
    If you have selected the Dreyfus TELETRANSFER Privilege, you may
request a Dreyfus TELETRANSFER purchase of Fund shares by telephoning
1-800-221-4060 or, if you are calling from overseas, call 1-401-455-
3306.
    

SHAREHOLDER SERVICES
    The services and privileges described under this heading may not be
available to clients of certain Service Agents and some Service Agents
may impose certain conditions on their clients which are different from
those described in this Prospectus. You should consult your Service Agent
in this regard. In addition, use of the privileges noted below may require
that the proper forms and information be filed with and processed by the
Transfer Agent.
EXCHANGE PRIVILEGE - 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 may have different
investment objectives which may be of interest to you. If you desire to
use this Privilege, you should consult your Service Agent or Dreyfus
Service Corporation to determine if it is available and whether any
conditions are imposed on its use.
   
To use this Privilege, you or your Service Agent acting on your behalf 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
                                   14
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
your Service Agent or Dreyfus Service Corporation. Except in cases 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 current 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 the
Dreyfus Dividend Sweep Privilege) selected by the investor.
    
   
    Shares will be exchanged at the next determined net asset value;
however, a sales load may be charged with respect to exchanges into funds
sold with a sales load. If you are exchanging into a fund that charges a
sales load, you may qualify for share prices which do not include the sales
load or which reflect a reduced sales load, if the shares of the fund from
which you are exchanging were: (a) purchased with a sales load, (b)
acquired by a previous exchange from shares purchased with a sales load,
or (c) acquired through reinvestment of dividends or distributions paid
with respect to the foregoing categories of shares. To qualify, at the time
of your exchange you must notify the Transfer Agent or your Service Agent
must notify Dreyfus Service Corporation. Any such qualification is subject
to confirmation of your holdings through a check of appropriate records.
See "Shareholder Services" in the Statement of Additional Information. No
fees currently are charged shareholders directly in connection with
exchanges, although the Fund reserves the right, upon not less than 60
days' written notice, to charge shareholders a nominal fee in accordance
with rules promulgated by the Securities and Exchange Commission. The
Fund reserves the right to reject any exchange request in whole or in part.
The Exchange Privilege may be modified or terminated at any time upon
notice to shareholders.
    

    The exchange of shares of one fund 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 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 day 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 an 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,
                                   15
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 a
completed authorization form with the Transfer Agent. You may obtain the
necessary authorization form from Dreyfus Service Corporation or your
Service Agent. 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 Privilege enables you to purchase Fund shares (minimum of
$100 and maximum of $50,000 per transaction) by having Federal salary,
Social Security, or certain veterans', military or other payments from the
Federal government automatically deposited into your Fund account. You
may deposit as much of such payments as you elect. To enroll in Dreyfus
Government Direct Deposit, you must file with the Transfer Agent a
completed Direct Deposit Sign-Up Form for each type of payment that you
desire to include in this Privilege. The appropriate form may be obtained
from Dreyfus Service Corporation or your Service Agent. 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 "Shareholder Services" in the Statement of
Additional Information. Dreyfus Dividend ACH permits a shareholder to
transfer electronically on the payment date their dividends or dividends
and capital gains, 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 l-800-645-6561. You may
cancel these privileges by mailing written notification to The Dreyfus
Family Funds, P.O. Box 9671, Providence, Rhode Island 02940-9671.
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
                                   16
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 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. Service Agents 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.
    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 and
Exchange Commission. HOWEVER, IF YOU HAVE PURCHASED FUND SHARES BY
CHECK, BY THE DREYFUS TELETRANSFER PRIVILEGE OR THROUGH DREYFUS-
AUTOMATIC ASSET BUILDER AND SUBSEQUENTLY SUBMIT A WRITTEN
REDEMPTION REQUEST TO THE TRANSFER AGENT, 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 at its option upon
not less than 45 days' written notice if your account's net asset value is
$500 or less and remains so during the notice period.
PROCEDURES - You may redeem Fund 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, or, if you are a client of
a Selected Dealer, through the Selected Dealer. If you have given your
Service Agent authority to instruct the Transfer Agent to redeem shares
and to credit the proceeds of such redemptions to a designated account at
your Service Agent, you may redeem shares only in this manner and in
accordance with the regular redemption procedure described below. If you
wish to use the other redemption methods described below, you must
arrange with your Service Agent for delivery of the required application(s)
to the Transfer Agent. Other redemption procedures may be in effect for
clients of certain Service Agents. 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
                                   17
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, or a representative of your Service Agent,
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. During the delay, the Fund's net asset value may
fluctuate.
   
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
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. Potential fluctuations in the net asset value of
Fund shares should be considered in determining the amount of the check.
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 the Redemption Check due to 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 so, 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
                                   18
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 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.
REDEMPTION THROUGH A SELECTED DEALER - If you are a customer of a
Selected Dealer, you may make redemption requests to your Selected
Dealer. If the Selected Dealer transmits the redemption request so that it
is received by the Transfer Agent prior to the close of trading on the floor
of the New York Stock Exchange on a business day, the redemption request
will be effective on that day. If a redemption request is received by the
Transfer Agent after the close of trading on the floor of the New York
Stock Exchange, the redemption request will be effective on the next
business day. It is the responsibility of the Selected Dealer to transmit a
request so that it is received in a timely manner. The proceeds of the
redemption are credited to your account with the Selected Dealer.
    

                            SERVICE PLAN
   
    Under the Service Plan, adopted pursuant to Rule 12b-1 under the
Investment Company Act of 1940,  the Fund pays Dreyfus Service
Corporation for advertising, marketing and distributing the Fund's shares
and for servicing Fund shareholders at an annual rate of .20 of 1% of the
value of the Fund's average daily net assets. Under the Service Plan,
Dreyfus Service Corporation may make payments to Service Agents for
administration, for servicing Fund shareholders who are also their clients
and/or for distribution. Dreyfus Service Corporation determines the
amounts to be paid to Service Agents. Service Agents receive such fees in
respect of the average daily value of the Fund's shares owned by
shareholders for whom the Service Agent performs Servicing (as defined
below) or for whom the Service Agent is the dealer or holder of record.
From time to time, Dreyfus Service Corporation may defer or waive
receipt of fees under the Service Plan while retaining the ability to be
                                   19
paid by the Fund under the Service Plan thereafter. The fees payable to
Dreyfus Service Corporation under the Service Plan for advertising,
marketing and distributing the Fund's shares and payments to Service
Agents are payable without regard to actual expenses incurred.
    

    The Fund also bears the costs of preparing and printing prospectuses
and statements of additional information used for regulatory purposes and
for distribution to existing shareholders. Under the Service Plan, the Fund
bears (a) the costs of preparing, printing and distributing prospectuses
and statements of additional information used for other purposes, and (b)
the costs associated with implementing and operating the Service Plan
(such as costs of printing and mailing service agreements), the aggregate
of such amounts not to exceed in any fiscal year of the Fund the greater of
$100,000 or .005 of 1% of the value of the Fund's average daily net assets
for such fiscal year. Each item for which a payment may be made under the
Service Plan may constitute an expense of distributing Fund shares as the
Securities and Exchange Commission construes such term under Rule 12b-
1.
    Expenses under the Service Plan may be carried forward from one year
to another to the extent they remain unpaid. All or any part of such amount
carried forward will be paid at such time, if ever, as the Board of
Directors determines to pay it. The Fund will not be charged for interest,
carrying or other finance charges on any unreimbursed distribution or
other expenses carried forward.
    Servicing may include, among other things, one or more of the
following: answering client inquiries regarding the Fund; assisting clients
in changing dividend options, account designations and addresses;
performing subaccounting; establishing and maintaining shareholder
accounts and records; processing purchase and redemption transactions;
investing client cash account balances automatically in Fund shares;
providing periodic statements showing a client's account balance and
integrating such statements with those of other transactions and balances
in the client's other accounts serviced by the Service Agent; arranging for
bank wires; and such other services as the Fund may request, to the extent
the Service Agent is permitted by applicable statute, rule or regulation.
    The Glass-Steagall Act and other applicable laws prohibit Federally
chartered or supervised banks from engaging in certain aspects of the
business of issuing, underwriting, selling and/or distributing securities.
Accordingly, banks will be engaged to act as Service Agents only to
perform administrative and shareholder servicing functions. While the
matter is not free from doubt, the Fund's Board of Directors believes that
such laws should not preclude a bank from acting as a Service Agent.
However, judicial or administrative decisions or interpretations of such
laws, as well as changes in either Federal or state statutes or regulations
relating to the permissible activities of banks and their subsidiaries or
affiliates, could prevent a bank from continuing to perform all or a part of
its Servicing activities. If a bank were prohibited from so acting, its
shareholder clients would be permitted to remain Fund shareholders and
alternative means for continuing the Servicing of such shareholders would
be sought. In such event, changes in the operation of the Fund might occur
and shareholders serviced by such bank might no longer be able to avail
themselves of any automatic investment or other services then being
provided by such bank. The Fund does not expect that shareholders would
suffer any adverse financial consequences as a result of any of these
occurrences.
DIVIDENDS, DISTRIBUTIONS AND TAXES
    The Fund ordinarily declares dividends from its net investment income
on each day the New York Stock Exchange is open for business. Fund shares
begin earning income dividends on the day following the date of purchase.
Dividends usually are paid on the last business day of each month and
automatically are reinvested in additional Fund shares at net asset value
or, at your option, paid in cash. The Fund's earnings for Saturdays, Sundays
and holidays are declared as dividends on the next 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
                                   20
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 gain 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 to an investor who is subject
to the alternative minimum tax and/or 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 gain realized from the sale or other disposition of 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 as well as the proceeds of any redemptions
from a foreign investor's account, regardless of the extent to which gain
or loss may be realized, 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 income 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 dividends 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,
distributions from net realized securities gains and the proceeds of any
redemption, regardless of the extent to which gain or loss may be
realized, 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.
                                   21
    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 February 28, 1994 as a "regulated investment company"
under the Code. The Fund intends to continue to so qualify if such
qualification is in the best interests of its shareholders. Such
qualification relieves the Fund of any liability for Federal income tax to
the extent its earnings are distributed in accordance with 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.
    
    Dividends and distributions may be subject to state and local taxes. You
should consult your tax adviser regarding specific questions as to Federal,
state or local taxes.
PERFORMANCE INFORMATION
    For purposes of advertising, performance may be calculated on several
bases, including current yield, tax equivalent yield, average annual total
return and/or total return.
    Current yield refers to the Fund's annualized net investment income per
share over a 30-day period, expressed as a percentage of the net asset
value per share at the end of the period. For purposes of calculating
current yield, the amount of net investment income per share during that
30-day period, computed in accordance with regulatory requirements, is
compounded by assuming that it is reinvested at a constant rate over a
six-month period. An identical result is then assumed to have occurred
during a second six-month period which, when added to the result for the
first six months, provides an "annualized" yield for an entire one-year
period. Calculations of the Fund's current 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
current yield calculated as described above.
Average annual total return is calculated pursuant to a standardized
formula which assumes that an investment in the Fund was purchased
with an initial payment of $1,000 and that the investment was redeemed
at the end of a stated period of time, after giving effect to the
reinvestment of dividends and distributions during the period. The return
is expressed as a percentage rate which, if applied on a compounded
annual basis, would result in the redeemable value of the investment at
the end of the period. Advertisements of the Fund's performance will
include the Fund's average annual total return for one, five and ten year
periods, or for shorter time periods depending upon the length of time
during which the Fund has operated.
    Total return is computed on a per share basis and assumes the
reinvestment of dividends and distributions. Total return generally is
expressed as a percentage rate which is calculated by combining the
income and principal changes for a specified period and dividing by the net
asset value per share at the beginning of the period. Advertisements may
include the percentage rate of total return or may include the value of a
hypothetical investment at the end of the period which assumes the
application of the percentage rate of total return.
    Performance will vary from time to time and past results are not
necessarily representative of future results. You should remember that
performance is a function of portfolio management in selecting the type
and quality of portfolio securities and is affected by operating expenses.
Performance information, such as that described above, may not provide a
basis for comparison with other investments or other investment
companies using a different method of calculating performance.
   
    Comparative performance information may be used from time to time in
advertising or marketing the Fund's shares, including data from CDA
Investment Technologies, Inc., Lipper Analytical Services, Inc., Moody's
Bond Survey Bond Index, Lehman Brothers Municipal Bond Index,
Morningstar, Inc. and other industry publications.
    
                            22
GENERAL INFORMATION
   
    The Fund was incorporated under Maryland law on January 6, 1982, and
commenced operations on March 21, 1984. On August 29, 1990, the Fund's
name was changed from General Tax Exempt Bond Fund, Inc. to General
Municipal Bond Fund, Inc. The Fund is authorized to issue 150 million
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 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
confirmations and statements of account.
   
    Shareholder inquiries may be made to your Service Agent or 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.
                                   23



                                      GENERAL MUNICIPAL BOND FUND, INC.
                                                   PART B
                                    (STATEMENT OF ADDITIONAL INFORMATION)
   
                                               APRIL 22, 1994
    


   
       This Statement of Additional Information, which is not a prospectus,
supplements and should be read in conjunction with the current Prospectus
of General Municipal Bond Fund, Inc. (the "Fund"), dated April 22, 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-9
Management Agreement. . . . . . . . . . . . . . . . . . . . . . .     B-13
Purchase of Fund Shares . . . . . . . . . . . . . . . . . . . . .     B-14
Service Plan. . . . . . . . . . . . . . . . . . . . . . . . . . .     B-15
Redemption of Fund Shares . . . . . . . . . . . . . . . . . . . .     B-16
Shareholder Services. . . . . . . . . . . . . . . . . . . . . . .     B-18
Determination of Net Asset Value. . . . . . . . . . . . . . . . .     B-21
Portfolio Transactions. . . . . . . . . . . . . . . . . . . . . .     B-21
Dividends, Distributions and Taxes. . . . . . . . . . . . . . . .     B-22
Performance Information . . . . . . . . . . . . . . . . . . . . .     B-24
Information About the Fund. . . . . . . . . . . . . . . . . . . .     B-25
Custodian, Transfer and Dividend Disbursing Agent,
  Counsel and Independent Auditors. . . . . . . . . . . . . . . .     B-26
Appendix. . . . . . . . . . . . . . . . . . . . . . . . . . . . .     B-27
Financial Statements. . . . . . . . . . . . . . . . . . . . . . .     B-36
Report of Independent Auditors. . . . . . . . . . . . . . . . . .     B-49
    





                                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 February 28, 1994,
computed on a monthly basis, is as follows:
    
<TABLE>
<CAPTION>
       Fitch                        Moody's                       Standard
       Investors                    Investors                     & Poor's
       Service, Inc.                Service, Inc.                 Corporation          Percentage
       ("Fitch")             or     ("Moody's")           or      ("S&P")              of Value
   
       <S>                          <C>                           <S>                  <C>
       AAA                          Aaa                           AAA                  13.0%
       AA                           Aa                            AA                   19.8
       A                            A                             A                    23.6
       BBB                          Baa                           BBB                  34.4
       BB                           Ba                            BB                     .6
       F-1                          MIG 1/VMIG 1/P-1              SP-1/A-1              1.8
       Not Rated                    Not Rated                     Not Rated             6.8(*)
                                                                                     100.0%
    
</TABLE>
   
_________________________

*      Included in the Not Rated category are securities comprising 6.8% of
       the Fund's market value which, while not rated, have been determined
       by the Manager to be of comparable quality to the securities in the
       following rating categories; Aa/AA (.1%), A/A (1.1%), Baa/BBB (5.2%)
       and Ba/BB (.4%).
    

       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 and bonds are tax exempt
obligations ordinarily having stated maturities in excess of one year, but
which permit the holder to demand payment of principal at any time, or at
specified intervals.  The issuer of such obligations ordinarily has a
corresponding right, after a given period, to prepay in its discretion the
outstanding principal amount of the obligations plus accrued interest upon
a specified number of days' notice to the holders thereof.  The interest
rate on a floating rate demand obligation is based on a known lending
rate, such as a bank's prime rate, and is adjusted automatically each time
such rate is adjusted.  The interest rate on a variable rate demand
obligation is adjusted automatically at specified intervals.

       For the purpose of diversification under the Investment Company Act
of 1940, as amended (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 agency.

       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, including fees paid under the Fund's Service Plan, 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 not investing more than 15% of the value
of its total assets in lease obligations that contain "non-appropriation"
clauses, and by investing only in those "non-appropriation" lease
obligations where (1) the nature of the leased equipment or property is
such that its ownership or use is essential to a governmental function of
the municipality, (2) the lease payments will commence amortization of
principal at an early date resulting in an average life of seven years or
less for the lease obligation, (3) appropriate covenants will be obtained
from the municipal obligor prohibiting the substitution or purchase of
similar equipment if lease payments are not appropriated, (4) the lease
obligor has maintained good market acceptability in the past, (5) the
investment is of a size that will be attractive to institutional
investors, and (6) the underlying leased equipment has elements of
portability and/or use that enhance its marketability in the event
foreclosure on the underlying equipment is ever required.  The staff of
the Securities and Exchange Commission currently considers certain lease
obligations to be illiquid.  Accordingly, not more than 15% 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. 13" below.

       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.  Subsequent to its purchase by the
Fund, an issue of rated Municipal Obligations may cease to be rated or its
rating may be reduced below the minimum required for purchase by the Fund.

Neither event will require the sale of such Municipal Obligations by the
Fund, but the Manager will consider such event in determining whether the
Fund should continue to hold the Municipal Obligations.  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 Fund's 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.

       Futures Contracts and Options on Futures Contracts.  Upon exercise of
an option on a futures contract, the writer of the option delivers to the
holder of the option the futures position and the accumulated balance in
the writer's futures margin account, which represents the amount by which
the market price of the futures contract exceeds, in the case of a call,
or is less than, in the case of a put, the exercise price of the option on
the futures contract.  The potential loss related to the purchase of an
option on futures contracts is limited to the premium paid for the option
(plus transaction costs).  Because the value of the option is fixed at the
time of sale, there are no daily cash payments to reflect changes in the
value of the underlying contract; however, the value of the option does
change daily and that change would be reflected in the net asset value of
the Fund.

       Lending Portfolio Securities.  To a limited extent, the Fund may lend
its portfolio securities to brokers, dealers and other financial
institutions, provided it receives cash collateral which at all times is
maintained in an amount equal to at least 100% of the current market value
of the securities loaned.  By lending its portfolio securities, the Fund
can increase its income through the investment of the cash collateral.
For purposes of this policy, the Fund considers collateral consisting of
U.S. Government securities or irrevocable letters of credit issued by
banks whose securities meet the standards for investment by the Fund to be
the equivalent of cash.  Such loans may not exceed 33-1/3% of the value of
the Fund's total assets.  From time to time, the Fund may return to the
borrower or a third party which is unaffiliated with the Fund, and which
is acting as a "placing broker," a part of the interest earned from the
investment of collateral received for securities loaned.

       The Securities and Exchange Commission currently requires that the
following conditions must be met whenever portfolio securities are loaned:

(1) the Fund must receive at least 100% cash collateral from the borrower;
(2) the borrower must increase such collateral whenever the market value
of the securities rises above the level of such collateral; (3) the Fund
must be able to terminate the loan at any time; (4) the Fund must receive
reasonable interest on the loan, as well as any interest or other
distributions payable on the loaned securities, and any increase in market
value; and (5) the Fund may pay only reasonable custodian fees in
connection with the loan.  These conditions may be subject to future
modification.

   
       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.  Principal and 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 (in no event longer than seven
days) 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.
    
       Risk Factors--Lower Rated Bonds.  The Fund is permitted to invest in
securities rated below Baa by Moody's and below BBB by S&P and Fitch.
Such bonds, though higher yielding, are characterized by higher risk.  See
"Description of the Fund--Risk Factors--Lower Rated Bonds" in the
Prospectus for a discussion of certain risks and "Appendix" in this
Statement of Additional Information for a general description of Moody's,
S&P and Fitch ratings of Municipal Obligations.  Although ratings may be
useful in evaluating the safety of the interest and principal payments,
they do not evaluate the market value risk of these bonds.  The Fund will
rely on the Manager's judgment, analysis and experience in evaluating the
creditworthiness of an issuer.  In this evaluation, the Manager will take
into consideration, among other things, the issuer's financial resources,
its sensitivity to economic conditions and trends, its operating history
and the quality of the issuer's management and regulatory matters.  It
also is possible that a rating agency might not timely change the rating
on a particular issue to reflect subsequent events.  As stated above, once
the rating of a bond in the Fund's portfolio has been changed, the Manager
will consider all circumstances deemed relevant in determining whether the
Fund should continue to hold the bond.

       Investors should be aware that the market values of many of these
bonds tend to be more sensitive to economic conditions than are higher
rated securities.  These bonds generally are considered by S&P, Moody's
and Fitch to be predominantly speculative with respect to capacity to pay
interest and repay principal in accordance with the terms of the
obligation and generally will involve more credit risk than securities in
the higher rating categories.

       Because there is no established retail secondary market for many of
these securities, the Fund anticipates that such securities could be sold
only to a limited number of dealers or institutional investors.  To the
extent a secondary trading market for these bonds does exist, it generally
is not as liquid as the secondary market for higher rated securities.  The
lack of a liquid secondary market may have an adverse affect on market
price and yield and the Fund's ability to dispose of particular issues
when necessary to meet the Fund's liquidity needs or in response to a
specific economic event such as a deterioration in the creditworthiness of
the issuer.  The lack of a liquid secondary market for certain securities
also may make it more difficult for the Fund to obtain accurate market
quotations for purposes of valuing the Fund's portfolio and calculating
its net asset value.  Adverse publicity and investor perceptions, whether
or not based on fundamental analysis, may decrease the values and
liquidity of these securities.  In such cases, judgment may play a greater
role in valuation because less reliable, objective data may be available.

       These bonds may be particularly susceptible to economic downturns.
It is likely that any economic recession could disrupt severely the market
for such securities and may have an adverse affect on the value of such
securities.  In addition, it is likely that any such economic downturn
could adversely affect the ability of the issuers of such securities to
repay principal and pay interest thereon and increase the incidence of
default for such securities.

       The Fund may acquire these bonds during an initial offering.  Such
securities may involve special risks because they are new issues.  The
Fund has no arrangement with the Distributor or any other persons
concerning the acquisition of such securities, and the Manager will review
carefully the credit and other characteristics pertinent to such new
issues.

       Lower rated zero coupon securities and pay-in-kind bonds involve
special considerations.  The credit risk factors pertaining to lower rated
securities also apply to lower rated zero coupon bonds and pay-in-kind
bonds.  Such zero coupon, pay-in-kind or delayed interest bonds carry an
additional risk in that, unlike bonds which pay interest throughout the
period to maturity, the Fund will realize no cash until the cash payment
date unless a portion of such securities is sold and, if the issuer
defaults, the Fund may obtain no return at all on its investment.  See
"Dividends, Distributions and Taxes."

       Investment Restrictions.  The Fund has adopted investment
restrictions numbered 1 through 9 as fundamental policies.  These restric-
tions cannot be changed without approval by the holders of a majority (as
defined in the Act) of the Fund's outstanding voting shares.  Investment
restrictions numbered 10 through 14 are not fundamental policies and may
be changed by a vote of a majority of the Directors at any time.  The Fund
may not:

       1.     Invest more than 5% of its assets in the obligations of any
single 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.

       2.     Hold more than 10% of the voting securities of any single
issuer.  This Investment Restriction applies only with respect to 75% of
the Fund's total assets.

       3.     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, for temporary defensive purposes,
securities issued by banks and obligations issued or guaranteed by the
U.S. Government, its agencies or instrumentalities.

       4.     Borrow money, except from banks for temporary or emergency (not
leveraging) purposes in an amount up to 15% of the value of the Fund's
total assets (including the amount borrowed) based on the lesser of cost
or market, less liabilities (not including the amount borrowed) at the
time the borrowing is made.  While borrowings exceed 5% of the value of
the Fund's total assets, the Fund will not make any additional
investments.  For purposes of this Investment Restriction, the entry into
options, forward contracts, futures contracts, including those relating to
indexes, and options on futures contracts or indexes shall not constitute
borrowing.

       5.     Purchase or sell real estate, 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, or prevent the Fund from purchasing and selling
options, forward contracts, futures contracts, including those relating to
indexes, and options on futures contracts or indexes.

       6.     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 to take
advantage of the lower purchase price available, and except to the extent
the Fund may be deemed an underwriter under the Securities Act of 1933, as
amended, by virtue of disposing of portfolio securities.

       7.     Make loans to others, except through the purchase of debt
obligations and the entry into repurchase agreements; however, the Fund
may lend its portfolio securities in an amount not to exceed 33-1/3% of the
value of its total assets.  Any loans of portfolio securities will be made
according to guidelines established by the Securities and Exchange
Commission and the Fund's Board of Directors.

       8.     Issue any senior security (as such term is defined in Section
18(f) of the Act), except to the extent that the activities permitted in
Investment Restrictions numbered 4, 5 and 12 may be deemed to give rise to
a senior security.

       9.     Sell securities short or purchase securities on margin, but the
Fund may make margin deposits in connection with transactions in options,
forward contracts, futures contracts, including those relating to indexes,
and options on futures contracts or indexes.

       10.    Purchase securities other than Municipal Obligations and Taxable
Investments and those arising out of transactions in futures and options
or as otherwise provided in the Fund's Prospectus.

       11.    Invest in securities of other investment companies, except to
the extent permitted under the Act.

       12.    Pledge, hypothecate, mortgage or otherwise encumber its assets,
except to the extent necessary to secure borrowings for temporary or
emergency purposes and to the extent related to the deposit of assets in
escrow in connection with the purchase of securities on a when-issued or
delayed-delivery basis and collateral and initial or variation margin
arrangements with respect to options, futures contracts, including those
related to indexes, and options on futures contracts or indexes.

       13.    Enter into repurchase agreements providing for settlement 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 15% of its net assets would be so invested.

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

       For purposes of Investment Restriction No. 3, 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 investment,
a later increase or decrease in percentage resulting from a change in
values or assets will not constitute a violation of such restriction.

       The Fund may make commitments more restrictive than the restrictions
listed above so as to permit the sale of Fund shares in certain states.
Should the Fund determine that a commitment is no longer in the best
interest 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

   
CLIFFORD L. ALEXANDER, JR., Director.  President of Alexander &
       Associates, Inc., a management consulting firm.  From 1977 to 1981,
       Mr. Alexander served as Secretary of the Army and Chairman of the
       Board of the Panama Canal Company, and from 1975 to 1977, he was a
       member of the Washington, D.C. law firm of Verner, Liipfert,
       Bernhard, McPherson and Alexander.  He is a director of American Home
       Products Corporation, Dun & Bradstreet Corporation, Equitable
       Resources, Inc., a producer and distributor of natural gas and crude
       petroleum, MCI Communications Corporation and Mutual of America Life
       Insurance Company.   His address is 400 C Street, N.E., Washington,
       D.C. 20002.
    
   
PEGGY C. DAVIS, Director.  Professor of Law, New York University School of
       Law.  Professor Davis has been a member of the New York University
       law faculty since 1983.  Prior to that time, she served for three
       years as a judge in the courts of New York State; was engaged for
       eight years in the practice of law, working in both corporate and
       non-profit sectors; and served for two years as a criminal justice
       administrator in the government of the City of New York.  She writes
       and teaches in the fields of evidence, constitutional theory, family
       law, social sciences and the law, legal process and professional
       methodology and training.  Her address is c/o New York University
       School of Law, 249 Sullivan Street, New York, New York  10012.
    

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

   
ERNEST KAFKA, Director.  A physician engaged in private practice
       specializing in the psychoanalysis of adults and adolescents.  Since
       1981, he has served as an Instructor at the New York Psychoanalytic
       Institute and, prior thereto, held other teaching positions.  For
       more than the past five years, Dr. Kafka has held numerous
       administrative positions and has published many articles on subjects
       in the field of psychoanalysis.  His address is 23 East 92nd Street,
       New York, New York 10128.
    
   
SAUL B. KLAMAN, Director.  Chairman and Chief Executive Officer of SBK
       Associates, which provides research and consulting services to
       financial institutions.  Dr. Klaman was President of the National
       Association of Mutual Savings Banks until November 1983, President of
       the National Council of Savings Institutions until June 1985, Vice
       Chairman of Golembe Associates and BEI Golembe, Inc. until 1989 and
       Chairman Emeritus of BEI Golembe, Inc. until November 1992.  He also
       served as an Economist to the Board of Governors of the Federal
       Reserve System and on several Presidential Commissions and has held
       numerous consulting and advisory positions in the fields of economics
       and housing finance.  His address is 431-B Dedham Street, The Gables,
       Newton Center, Massachusetts 02159.
    
   
NATHAN LEVENTHAL, Director. President of Lincoln Center for the Performing
       Arts, Inc.  Mr. Leventhal was Deputy Mayor for Operations of New York
       City from September 1979 to March 1984 and Commissioner of the
       Department of Housing Preservation and Development of New York City
       from February 1978 to September 1979.  Mr. Leventhal was an associate
       and then a member of the New York law firm of Poletti Freidin
       Prashker Feldman and Gartner from 1974 to 1978.  He was Commissioner
       of Rent and Housing Maintenance for New York City from 1972 to 1973.
       His address is 70 Lincoln Center Plaza, New York, New
       York 10023-6583.
    

*RICHARD J. MOYNIHAN, Director, President and Investment Officer.  An
       employee of the Manager and an officer, director or trustee of other
       investment companies advised and administered by the Manager.  His
       address is 200 Park Avenue, New York, New York 10166.

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

   
       Each of the "non-interested" Directors is also a director of Dreyfus
Appreciation Fund, Inc., General California Municipal Bond Fund, Inc.,
General Government Securities Money Market Fund, Inc., General Money
Market Fund, Inc., General Municipal Money Market Fund, Inc., General New
York Municipal Bond Fund, Inc. and Premier Growth Fund, Inc. and a trustee
of General California Municipal Money Market Fund, General New York
Municipal Money Market Fund, Premier California Municipal Bond Fund,
Premier GNMA Fund, Premier Insured Municipal Bond Fund, Premier Municipal
Bond Fund, Premier New York Municipal Bond Fund and Premier State
Municipal Bond Fund.  Mr. Alexander is also a director of The Dreyfus
Socially Responsible Growth Fund, Inc. and The Dreyfus Third Century Fund,
Inc.
    
   
       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 $37,681 for the fiscal year ended February 28,
1994 for 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.

   
DANIEL C. MACLEAN, Vice President.  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.
    

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

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

GREGORY S. GRUBER, 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.

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

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

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

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

   
       Directors and officers of the Fund, as a group, owned less than 1% of
the Fund's Common Stock outstanding on April 4, 1994.
    
   
       The following persons also are officers and/or directors of the
Manager:  Howard Stein, Chairman of the Board and Chief Executive Officer;
Julian M. Smerling, Vice Chairman of the Board of Directors; Alan M.
Eisner, Vice President and Chief Financial Officer; David W. Burke, Vice
President and Chief Administrative Officer; Robert F. Dubuss, Vice
President; Elie M. Genadry, Vice President--Institutional Sales; Peter A.
Santoriello, Vice President; Robert H. Schmidt, Vice President; Kirk V.
Stumpp, Vice President--New 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 October 31, 1983 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 its 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 the shareholders at a meeting held on July
17, 1985, 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 September 27, 1993.  The
Agreement is terminable without penalty, on not more than 60 days' notice,
by the Fund's Board of Directors or by vote of the holders of a majority
of the Fund's shares or, upon not less than 90 days' notice, 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 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, 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 shareholder reports and corporate meetings, and any
extraordinary expenses.  Pursuant to the Fund's Service Plan, the Fund
bears expenses for advertising, marketing and distributing the Fund's
shares and servicing shareholder accounts, cost of preparing and printing
prospectuses and statements of additional information and costs associated
with implementing and operating such plan.  See "Service Plan."

   
       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.
    
   
       As compensation for the Manager's services, the Fund has agreed to
pay the Manager a monthly management fee at the annual rate of .55 of 1%
of the value of the Fund's average daily net assets.  No management fee
was paid by the Fund for the fiscal year ended February 29, 1992, pursuant
to an undertaking by the Manager in effect during such year.  For the
fiscal years ended February 28, 1993 and 1994, the management fees payable
amounted to $5,306,487 and $7,048,554, respectively, which amounts were
reduced by $3,350,571 and $374,898, respectively, pursuant to undertakings
then in effect, resulting in net fees paid to the Manager of $1,955,916
and $6,673,656, 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 1-1/2% of
the value of the Fund's average net assets for that fiscal year, the Fund
may deduct from the payment to be made to the Manager under the Agreement,
or the Manager will bear, such excess expense.  Such deduction or payment,
if any, will be estimated, reconciled and effected or paid, as the case
may be, on a monthly basis.

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


                                           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.

   
       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 Shareholder Services Group, Inc., the Fund's
transfer and dividend disbursing agent (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".
    
       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.


                                                SERVICE PLAN

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

   
       Service Plan.  Rule 12b-1 (the "Rule"), adopted by the Securities and
Exchange Commission under the Act, provides, among other things, that an
investment company may bear expenses of distributing its shares only
pursuant to a plan adopted in accordance with the Rule.  Because some or
all of the fees paid by the Fund for advertising or marketing the Fund's
shares and the fees paid to certain securities dealers, certain financial
institutions (which may include banks) and other financial industry
professionals (collectively, "Service Agents") could be deemed to be
payment of distribution expenses, the Fund's Board of Directors has
adopted such a plan (the "Plan").  The Fund's Board of Directors believes
that there is a reasonable likelihood that the Plan will benefit the Fund
and its shareholders.  In some states, certain financial institutions
effecting transactions in Fund shares may be required to register as
dealers pursuant to state law.
    
   
       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 it may
not be amended to increase materially the costs which the Fund may bear
for distribution pursuant to the Plan without shareholder approval and
that other 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 or in the related
service agreements, by vote cast in person at a meeting called for the
purpose of considering such amendments.  The Plan and the related service
agreements are 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 so approved by the Board of Directors at a meeting held on
September 27, 1993.  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 or in
any of the related service agreements or by vote of a majority of the
Fund's shares.  Any service agreement is terminable without penalty, at
any time, by such vote of the Fund's Directors or, upon not more than 60
days' written notice to the Service Agent, by vote of the holders of a
majority of the Fund's shares, or, upon 15 days' notice, by the
Distributor.  Each service agreement will terminate automatically in the
event of its assignment (as defined in the Act).
    
   
       For the period from March 5, 1993 (date of effectiveness of the Plan)
through February 28, 1994, $2,572,994 was paid by the Fund pursuant to the
Plan, of which $2,535,322 represented expenditures related to advertising,
marketing, and distributing the Fund's shares and for servicing Fund
shareholders.  In addition, the Fund paid $37,672 for printing and
distributing the Fund's prospectuses and statements of additional
information.
    
   
       Prior Service Plan.  On March 4, 1993, the Fund terminated its then
existing Rule 12b-1 plan.  For the period from March 1, 1993 through March
4, 1993, $6,763 was chargeable to the Fund under the prior Rule 12b-1
plan.
    

                                          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
full or fractional shares in the investor's account to cover the amount of
the Check.  Dividends are earned until the Check clears.  After clearance,
a copy of the Check will be returned to the investor.  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, or a representative of the investor's Service Agent, 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 next business day after receipt by the Transfer Agent of a
redemption request in proper form.  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 are borne by the investor.
Immediate notification by the correspondent bank to the investor's bank is
necessary to avoid a delay in crediting the funds to the investor's bank
account.
    


       Investors with access to telegraphic equipment may wire redemption
requests to the Transfer Agent by employing the following transmittal code
which may be used for domestic or overseas transmissions:

                                                          Transfer Agent's
              Transmittal Code                            Answer Back Sign

                      144295                              144295 TSSG PREP


       Investors who do not have direct access to telegraphic equipment may
have the wire transmitted by contacting a TRT Cables operator at
1-800-654-7171, toll free.  Investors should advise the operator that the
above transmittal code must be used and should also inform the operator of
the Transfer Agent's answer back sign.

   
    

       To change the commercial bank or account designated to receive
redemption proceeds, a written request must be sent to the Transfer Agent.

This request must be signed by each shareholder, with each signature
guaranteed as described below under "Stock Certificates; Signatures."

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

   
       Stock Certificates; Signatures.  Any certificates 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 Program, the Securities Transfer Agents
Medallion Program ("STAMP"), and the Stock Exchanges Medallion Program.
Guarantees must be signed by an authorized signatory of the guarantor and
"Signature-Guaranteed" must appear with the signature.  The Transfer Agent
may request additional documentation from corporations, executors,
administrators, trustees or guardians, and may accept other suitable
verification arrangements from foreign investors such as consular
verification.  For more information with respect to signature-guarantees,
please call one of the telephone numbers listed on the cover.
    

       Redemption Commitment.   The Fund has committed itself to pay in cash
all redemption requests by any shareholder of record, limited in amount
during any 90-day period to the lesser of $250,000 or 1% of the value of
the Fund's net assets at the beginning of such period.  Such commitment is
irrevocable without the prior approval of the Securities and Exchange
Commission.  In the case of requests for redemption in excess of such
amount, the Board of Directors reserves the right to make payments in
whole or 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 the 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 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, or an investor's Service Agent
acting on the investor's behalf, 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 telephonic, telegraphic or written
exchange instructions from any person representing himself or herself to
be the investor or a representative of the investor's Service Agent, 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 or IRA shares may be made between
IRA accounts and from regular accounts to IRA 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 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 Dreyfus Dividend Sweep 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."

       Valuation of Portfolio Securities.  The Fund's investments are valued
by an independent pricing service (the "Service") approved by the Board of
Directors.  When, in the judgment of the Service, quoted bid prices for
investments are readily available and are representative of the bid side
of the market, these investments are valued at the mean between the quoted
bid prices (as obtained by the Service from dealers in such securities)
and asked prices (as calculated by the Service based upon its evaluation
of the market for such securities).  Other investments (which constitute a
majority of the portfolio securities) are carried at fair value as
determined by the Service, based on methods which include consideration
of:  yields or prices of municipal bonds of comparable quality, coupon,
maturity and type; indications as to values from dealers; and general
market conditions.  The Service may employ electronic data processing
techniques and/or a matrix system to determine valuations.  The Service's
procedures are reviewed by the Fund's officers under the general
supervision of the Board of Directors.   Expenses and fees, including the
management fee (reduced by the expense limitation, if any) and fees
pursuant to the Service Plan, are accrued daily and taken into account for
the purpose of determining the net asset value of Fund shares.

       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.


                                           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 whom
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 and may be selected based upon their sales of Fund
shares.

   
       The Fund's portfolio turnover rate for the fiscal years ended
February 28, 1993 and 1994 was 64.98% and 59.19%, respectively.  The Fund
anticipates that its annual portfolio turnover rate generally will not
exceed 100%, but the rate of turnover will not be a limiting factor when
the Fund deems it desirable to sell or purchase securities.  Therefore,
depending upon market conditions, the Fund's annual portfolio turnover
rate may exceed 100% in particular years.
    
       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.


                                     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."

   
       Management believes that the Fund has qualified as a "regulated
investment company" under the Internal Revenue Code of 1986, as amended
(the "Code"), for the fiscal year ended February 28, 1994, and the Fund
intends to continue to so qualify if such qualification is in the best
interests of its shareholders.  As a regulated investment company, the
Fund will pay no Federal income tax on net investment income and net
realized capital gains to the extent that such income and gains are
distributed to shareholders in accordance with applicable provisions of
the Code.  To qualify as a regulated investment company, the Fund must
distribute at least 90% of its net income (consisting of net investment
income from tax exempt obligations and taxable income other than net
capital gains) to its shareholders, must derive less than 30% of its
annual gross income from gain on the sale of securities held for less than
three months and must meet certain asset diversification and other
requirements.  Accordingly, the Fund may be restricted in the selling of
securities held for less than three months and in the utilization of
certain of the investment techniques described in the Prospectus under
"Description of the Fund--Investment Techniques."  The Code, however,
allows the Fund to net certain offsetting positions, making it easier for
the Fund to satisfy the 30% test.  The term "regulated investment company"
does not imply the supervision of management or investment practices or
policies by any government agency.
    
       Any dividend or distribution paid shortly after an investor's
purchase may have the effect of reducing the net asset value of his shares
below the cost of his investment.  Such a distribution would be a return
on the investment in an economic sense although taxable as stated in
"Dividends, Distributions and Taxes" in the Prospectus.  In addition, the
Code provides that if a shareholder has not held his Fund shares for more
than six months (or such shorter period as the Internal Revenue Service
may prescribe by regulation) and has received an exempt-interest dividend
with respect to such shares, any loss incurred on the sale of such shares
will be disallowed to the extent of the exempt-interest dividend received.

   
       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 Code.  In addition, all or a portion of the gain realized from
engaging in "conversion transactions" may be treated as ordinary income
under Section 1258.  "Conversion transactions" are defined to include
certain forward, futures, options and "straddles" transactions,
transactions marketed or sold to produce capital gains, or transactions
described in Treasury regulations to be issued in the future.
    
       Under Section 1256 of the Code, gain or loss the Fund realizes from
certain futures and options transactions will be treated as 60% long-term
capital gain or loss and 40% short-term capital gain or loss.  Gain or
loss will arise upon exercise or lapse of such futures and options as well
as from closing transactions.  In addition, any such futures or options
remaining unexercised at the end of the Fund's taxable year will be
treated as sold for their then fair market value, resulting in additional
gain or loss to the Fund characterized in the manner described above.

   
       Offsetting positions held by the Fund involving certain futures and
options transactions may be considered, for tax purposes, to constitute
"straddles."  "Straddles" are defined to include "offsetting positions" in
actively traded personal property.  The tax treatment of "straddles" is
governed by Sections 1092 and 1258 of the Code, which, in certain
circumstances, overrides or modifies the provisions of Section 1256.  As
such, all or a portion of any short- or long-term capital gain from
certain "straddle" transactions may be recharacterized to ordinary income.
    
   
       If the Fund were treated as entering into "straddles" by reason of
its engaging in certain futures or options transactions, such "straddles"
could be characterized as "mixed straddles" if the futures or options
transactions comprising a part of such "straddles" were governed by
Section 1256 of the Code.  The Fund may make one or more elections with
respect to "mixed straddles."  Depending on which election is made, if
any, the results to the Fund may differ.   To the extent the "straddle"
rules apply to positions established by the Fund, losses realized by the
Fund will be deferred to the extent of unrealized gain in the offsetting
position.  Moreover, as a result of the "straddle" and conversion
transaction rules, short-term capital losses on "straddle" positions may
be recharacterized as long-term capital losses, and long-term capital
gains may be treated as short-term capital gains or ordinary income.
    

       Investment by the Fund in securities issued at a discount or
providing for deferred interest or for payment of interest in the form of
additional obligations could, under special tax rules, affect the amount,
timing and character of distributions to shareholders.  For example, the
Fund could be required to take into account annually a portion of the
discount (or deemed discount) at which such securities were issued and to
distribute such portion in order to maintain its qualification as a
regulated investment company.  In such case, the Fund may have to dispose
of securities which it might otherwise have continued to hold in order to
generate cash to satisfy these distribution requirements.



                                           PERFORMANCE INFORMATION

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

   
       The Fund's current yield for the 30-day period ended February 28,
1994 was 5.20%.    See "Management of the Fund" in the Prospectus.
Current yield is computed pursuant to a formula which operates as follows:
the amount of the Fund's expenses accrued for the 30-day period is
subtracted from the amount of the dividends and interest earned (computed
in accordance with regulatory requirements) by the Fund during the period.
That result is then divided by the product of:  (a) the average daily
number of shares outstanding during the period that were entitled to
receive dividends and (b) the net asset value per share on the last day of
the period less any undistributed earned income per share reasonably
expected to be declared as a dividend shortly thereafter.  The quotient is
then added to 1, and that sum is raised to the 6th power, after which 1 is
subtracted.  The current yield is then arrived at by multiplying the
result by 2.
    
   
       Based upon a 1994 Federal tax rate of 39.60%, the Fund's tax
equivalent yield for the 30-day period ended February 28, 1994 was 8.61%.
See "Management of the Fund" in the Prospectus.  Tax equivalent yield is
computed by dividing that portion of the current 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 presently in effect.
The tax equivalent figure, however, does not reflect the potential effect
of any state or local (including, but not limited to, county, district or
city) taxes, if any, including applicable surcharges.  In addition, there
may be pending legislation which could affect such stated tax rate or
yield.  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.

   
       The Fund's average annual total return for the 1, 5 and 9.945 year
periods ended February 28, 1994 was 5.50%, 10.74% and 10.57%,
respectively.  Average annual total return is calculated by determining
the ending redeemable value of an investment purchased with a hypothetical
$1,000 payment made at the beginning of the period (assuming the
reinvestment of dividends and distributions), dividing by the amount of
the initial investment, taking the "n"th root of the quotient (where "n"
is the number of years in the period) and subtracting 1 from the result.
    
   
       The Fund's total return for the period March 21, 1984 to February 28,
1994 was 171.62%.  Total return is calculated by subtracting the amount of the
Fund's net asset value per share at the beginning of a stated period from
the net asset value per share at the end of the period (after giving
effect to the reinvestment of dividends and distributions during the
period), and dividing the result by the net asset value per share at the
beginning of the period.
    
       The performance figures set forth above for periods prior to December
20, 1989 reflect the Fund's management policy at the time to invest at
least 80% of its net assets in Municipal Obligations rated no lower than A
by Moody's or S&P.  The Fund currently must invest at least 65% of the
value of its net assets in obligations rated no lower than Baa by Moody's
or BBB by S&P or Fitch.

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

                                         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 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.
    
   
       On January 22, 1993, Fund shareholders voted to (a) approve a new
Service Plan; and (b) change certain of the Fund's fundamental policies
and investment restrictions, among other things, to (i) permit the Fund to
lend its portfolio securities in an amount not to exceed 33-1/3% of the
value of its total assets and (ii) increase from 10% to 15% the amount of
the Fund's assets which may be invested in illiquid securities and make
such policy non-fundamental.
    

                             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 2696, 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 independent 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.

                                      A

     Principal and interest payments on bonds in this category are
regarded as safe.  This rating describes the third strongest capacity for
payment of debt service.  It differs from the two higher ratings because:

     General Obligation Bonds -- There is some weakness in the local
economic base, in debt burden, in the balance between revenues and
expenditures, or in quality of management.  Under certain adverse
circumstances, any one such weakness might impair the ability of the
issuer to meet debt obligations at some future date.

     Revenue Bonds -- Debt service coverage is good, but not exceptional.
Stability of the pledged revenues could show some variations because of
increased competition or economic influences on revenues.  Basic security
provisions, while satisfactory, are less stringent.  Management
performance appears adequate.

                                     BBB

     Of the investment grade, this is the lowest.

     General Obligation Bonds -- Under certain adverse conditions, several
of the above factors could contribute to a lesser capacity for payment of
debt service.  The difference between "A" and "BBB" rating is that the
latter shows more than one fundamental weakness, or one very substantial
fundamental weakness, whereas the former shows only one deficiency among
the factors considered.

     Revenue Bonds -- Debt coverage is only fair.  Stability of the
pledged revenues could show substantial variations, with the revenue flow
possibly being subject to erosion over time.  Basic security provisions
are no more than adequate.  Management performance could be stronger.

                              BB, B, CCC, CC, C

     Debt rated BB, B, CCC, CC or C is regarded as having predominantly
speculative characteristics with respect to capacity to pay interest and
repay principal.  BB indicates the least degree of speculation and C the
highest degree of speculation.  While such debt will likely have some
quality and protective characteristics, these are outweighed by large
uncertainties or major risk exposures to adverse conditions.

                                     BB

     Debt rated BB has less near-term vulnerability to default than other
speculative grade debt.  However, it faces major ongoing uncertainties or
exposure to adverse business, financial or economic conditions which could
lead to inadequate capacity to meet timely interest and principal payment.

                                      B

     Debt rated B has a greater vulnerability to default but presently has
the capacity to meet interest payments and principal repayments.  Adverse
business, financial or economic conditions would likely impair capacity or
willingness to pay interest and repay principal.

                                     CCC

     Debt rated CCC has a current identifiable vulnerability to default,
and is dependent upon favorable business, financial and economic
conditions to meet timely payments of principal.  In the event of adverse
business, financial or economic conditions, it is not likely to have the
capacity to pay interest and repay principal.

                                     CC

     The rating CC is typically applied to debt subordinated to senior
debt which is assigned an actual or implied CCC debt rating.

                                      C

     The rating C is typically applied to debt subordinated to senior debt
which is assigned an actual or implied CCC- debt rating.

                                      D

     Bonds rated D are in default, and payment of interest and/or
repayment of principal is in arrears.

     Plus (+) or minus (-):  The ratings from AA to CCC may be modified by
the addition of a plus or minus designation to show relative standing
within the major rating categories.

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.

                                    SP-2

     The issuers of these municipal notes exhibit satisfactory capacity to
pay principal and interest.

Commercial Paper Ratings

     The designation A-1 by S&P 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.  Capacity for timely payment on
issues with an A-2 designation is strong.  However, the relative degree of
safety is not as high as for issues designated A-1.

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.

                                      A

     Bonds which are rated A possess many favorable investment attributes
and are to be considered as upper medium-grade obligations.  Factors
giving security to principal and interest are considered adequate, but
elements may be present which suggest a susceptibility to impairment
sometime in the future.

                                     Baa

     Bonds which are rated Baa are considered as medium-grade obligations,
i.e., they are neither highly protected nor poorly secured.  Interest
payments and principal security appear adequate for the present but
certain protective elements may be lacking or may be characteristically
unreliable over any great length of time.  Such bonds lack outstanding
investment characteristics and in fact have speculative characteristics as
well.

                                     Ba

     Bonds which are rated Ba are judged to have speculative elements;
their future cannot be considered as well assured.  Often the protection
of interest and principal payments may be very moderate, and therefore not
well safeguarded during both good and bad times over the future.
Uncertainty of position characterizes bonds in this class.

                                      B

     Bonds which are rated B generally lack characteristics of the
desirable investment.  Assurance of interest and principal payments or of
maintenance of other terms of the contract over any long period of time
may be small.

                                     Caa

     Bonds which are rated Caa are of poor standing.  Such issues may be
in default or there may be present elements of danger with respect to
principal or interest.

                                     Ca

     Bonds which are rated Ca present obligations which are speculative in
a high degree.  Such issues are often in default or have other marked
shortcomings.

                                      C

     Bonds which are rated C are the lowest rated class of bonds, and
issues so rated can be regarded as having extremely poor prospects of ever
attaining any real investment standing.

     Moody's applies the numerical modifiers 1, 2 and 3 to show relative
standing within the major rating categories, except in the Aaa category
and in the categories below B.  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 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.

                                MIG 3/VMIG 3

     This designation denotes favorable quality.  All security elements
are accounted for but there is lacking the undeniable strength of the
preceding grades.  Liquidity and cash flow protection may be narrow and
market access for refinancing is likely to be less well established.

                                MIG 4/VMIG 4

     This designation denotes adequate quality.  Protection commonly
regarded as required of an investment security is present and although not
distinctly or predominantly speculative, there is specific risk.


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 alternative liquidity.

     Issuers (or related supporting institutions) rated Prime-2 (P-2) have
a strong capacity for repayment of short-term promissory obligations.
This ordinarily will be evidenced by many of the characteristics cited
above but to a lesser degree.  Earnings trends and coverage ratios, while
sound, will be more subject to variation.  Capitalization characteristics,
while still appropriate, may be more affected by external conditions.
Ample alternate liquidity is maintained.

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 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+.

                                      A

     Bonds rated A are considered to be investment grade and of high
credit quality.  The obligor's ability to pay interest and repay principal
is considered to be strong, but may be more vulnerable to adverse changes
in economic conditions and circumstances than bonds with higher ratings.

                                     BBB

     Bonds rated BBB are considered to be investment grade and of
satisfactory credit quality.  The obligor's ability to pay interest and
repay principal is considered to be adequate.  Adverse changes in economic
conditions and circumstances, however, are more likely to have adverse
impact on these bonds, and therefore, impair timely payment.  The
likelihood that the ratings of these bonds will fall below investment
grade is higher than for bonds with higher ratings.

                                     BB

     Bonds rated BB are considered speculative.  The obligor's ability to
pay interest and repay principal may be affected over time by adverse
economic changes.  However, business and financial alternatives can be
identified which could assist the obligor in satisfying its debt service
requirements.

                                      B

     Bonds rated B are considered highly speculative.  While bonds in this
class are currently meeting debt service requirements, the probability of
continued timely payment of principal and interest reflects the obligor's
limited margin of safety and the need for reasonable business and economic
activity throughout the life of the issue.

                                     CCC

     Bonds rated CCC have certain identifiable characteristics, which, if
not remedied, may lead to default.  The ability to meet obligations
requires an advantageous business and economic environment.

                                     CC

     Bonds rated CC are minimally protected.  Default in payment of
interest and/or principal seems probable over time.
                                      C

     Bonds rated C are in imminent default in payment of interest or
principal.

                                DDD, DD and D

     Bonds rated DDD, DD and D are in actual or imminent default of
interest and/or principal payments.  Such bonds are extremely speculative
and should be valued on the basis of their ultimate recovery value in
liquidation or reorganization of the obligor.  DDD represents the highest
potential for recovery on these bonds and D represents the lowest
potential for recovery.

     Plus (+) and minus (-) signs are used with a rating symbol to
indicate the relative position of a credit within the rating category.
Plus and minus signs, however, are not used in the AAA category covering
12-36 months of the DDD, DD or D categories.

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 payments, but the margin of safety is not
as great as the F-1+ and F-1 categories.

Demand Bond or Notes Ratings

     Certain demand securities empower the holder at his option to require
the issuer, usually through a remarketing agent, to repurchase the
security upon notice at par with accrued interest.  This is also referred
to as a put option.  The ratings of the demand provision may be changed or
withdrawn at any time if, in Fitch's judgment, changing circumstances
warrant such action.

     Fitch demand provision ratings carry the same symbols and related
definitions as its short-term ratings.

<TABLE>
<CAPTION>
GENERAL MUNICIPAL BOND FUND, INC.
STATEMENT OF INVESTMENTS                                                                            FEBRUARY 28, 1994
                                                                                                  PRINCIPAL
MUNICIPAL BONDS-100.0%                                                                              AMOUNT           VALUE
                                                                                                --------------    --------------
<S>                                                                                             <C>               <C>
ALABAMA-1.1%
Birmingham North Medical Clinic Board, Revenue (Carraway Methodist Hospitals Project)
    8%, 7/1/2015.............................................................................   $    2,000,000    $    2,277,380
Courtland Township Industrial Development Board, Solid Waste Disposal Revenue
    (Champion International Corp. Project) 7%, 6/1/2022......................................       10,000,000        10,757,600
CALIFORNIA-2.2%
State of California:
    6.30%, 9/1/2006..........................................................................        4,500,000         4,959,720
    6.50%, 9/1/2010..........................................................................        6,250,000         6,958,438
California Public Works Board, Lease Revenue
    (Department of Corrections - Madera State Prison) 6%, 6/1/2010...........................        2,500,000         2,581,225
Los Angeles Department of Water and Power, Electric Plant Revenue, Sinking Fund
    10.35%, 1/15/2033 (a,b)..................................................................        4,885,000         5,068,188
San Marcos Public Facilities Authority, Public Improvement Revenue, Refunding
    (Civic Center) 6.15%, 8/1/2013...........................................................        5,500,000         5,368,165
COLORADO-6.2%
Colorado Health Facilities Authority, Retirement Facilities Revenue (Liberty Heights)
    Zero Coupon, 7/15/2022...................................................................       47,550,000         7,127,270
Colorado Housing Finance Authority, Single Family Program 7.55%, 8/1/2023....................        4,200,000         4,495,512
Dawson Ridge Metropolitan District Number 1, Refunding:
    Zero Coupon, 10/1/2017...................................................................        7,260,000         1,605,258
    Zero Coupon, Series A, 10/1/2022.........................................................        5,880,000           944,269
    Zero Coupon, Series B, 10/1/2022.........................................................       47,535,000         7,633,646
Denver City and County, Airport System Revenue:
    7.25%, 11/15/2007........................................................................        6,250,000         6,767,813
    8.25%, 11/15/2012........................................................................        4,505,000         5,100,200
    7.75%, 11/15/2021........................................................................       16,760,000        18,680,696
    8.50%, 11/15/2023........................................................................        7,000,000         8,024,100
    8.75%, 11/15/2023........................................................................        3,250,000         3,847,253
    8%, 11/15/2025...........................................................................        5,250,000         5,831,385
CONNECTICUT-.9%
Eastern Connecticut Resource Recovery Authority, Solid Waste Revenue
    (Wheelabrator Lisbon Project) 5.50%, 1/1/2014............................................       10,250,000         9,742,728
DELAWARE-.3%
Delaware Housing Authority, MFMR, Refunding 7.15%, 7/1/2014..................................        3,000,000         3,153,870
DISTRICT OF COLUMBIA-1.9%
District of Columbia, Refunding:
    5.875%, 6/1/2005.........................................................................        3,750,000         3,853,650
    6%, 6/1/2007.............................................................................        7,400,000         7,567,018
    5.875%, 6/1/2008.........................................................................       10,000,000        10,000,000
FLORIDA- 3.0%
Florida Board of Education, Capital Outlay 9.436%, 6/1/2018 (a,b)............................       14,000,000        14,297,500
Leon County Educational Facilities Authority (Southgate Residence Hall Project):
    3.75%, 12/1/1995.........................................................................          198,120           197,309
    COP 9%, 9/1/2014(c)......................................................................        4,000,000         2,800,000
Polk County Industrial Development Authority, IDR
    7.525%, 1/1/2015.........................................................................       10,000,000        10,481,300
Tampa, Water and Sewer Revenue 9.932%, 10/1/2012 (Insured; FGIC)(a)..........................        5,700,000         6,518,976

GENERAL MUNICIPAL BOND FUND, INC.
STATEMENT OF INVESTMENTS (CONTINUED)                                                                  FEBRUARY 28, 1994
                                                                                                   PRINCIPAL
MUNICIPAL BONDS (CONTINUED)                                                                         AMOUNT             VALUE
                                                                                                --------------    --------------
GEORGIA-1.4%
Georgia Housing and Finance Authority, Home Ownership Mortgage Revenue
    Zero Coupon, 12/1/2031 (Insured; FHA)....................................................   $   26,830,000    $    1,904,393
Macon-Bibb County Industrial Authority, Industrial Revenue (Weyerhaeuser Co. Project)
    9%, 10/1/2007............................................................................        1,000,000         1,362,220
Savannah Hospital Authority, Revenue, Refunding and Improvement (Candler Hospital)
    7%, 1/1/2011.............................................................................        9,300,000         9,798,108
Wayne County Development Authority, PCR, Refunding (ITT Rayonier Inc. Project)
    6.10%, 11/1/2007.........................................................................        3,205,000         3,243,684
IDAHO-.7%
Idaho Housing Agency:
    Housing Revenue (Blue Meadows Project) 7.20%, 7/1/2033 (Insured; FHA)....................        3,500,000         3,722,005
    Single Family Mortgage 7.875%, 7/1/2024..................................................        4,095,000         4,461,462
ILLINOIS-8.2%
Chicago, Gas Supply Revenue (People's Gas Light and Coke Co.) 8.10%, 5/1/2020................        3,000,000         3,506,550
Chicago Metropolitan Water Reclamation District of Greater Chicago, Refunding:
    5.95%, 12/1/2007.........................................................................        6,000,000         6,352,860
    6.05%, 12/1/2009.........................................................................        3,000,000         3,172,080
Chicago-O'Hare International Airport, Special Facility Revenue:
    (American Airlines Inc. Project) 7.875%, 11/1/2025.......................................        2,725,000         2,993,685
    (United Airlines Inc.):
        8.40%, 5/1/2018......................................................................        2,955,000         3,309,245
        8.50%, 5/1/2018......................................................................        2,500,000         2,827,325
        8.85%, 5/1/2018......................................................................        6,660,000         7,812,979
Illinois Development Finance Authority, Revenue:
    (Community Rehabilitation Providers Facility Acquisition) 8.75%, 3/1/2010................        2,375,000         2,593,666
    Pollution Control, Refunding (Commonwealth Edison Co. Project) 5.70%, 1/15/2009..........        6,000,000         5,902,560
    Retirement Housing:
        Zero Coupon, 4/15/2020...............................................................       31,745,000         5,461,410
        Zero Coupon, 7/15/2025...............................................................       34,125,000         4,122,300
Illinois Health Facilities Authority, Revenue:
    (Beverly Farm Foundation) 9.125%, 12/15/2015.............................................        2,000,000         2,203,920
    (Residential Centers Inc.) 8.50%, 8/15/2016..............................................        6,100,000         6,315,635
Illinois Housing Development Authority, Multi-Family Housing 7.40%, 7/1/2023.................        2,000,000         2,112,840
Illinois Toll Highway Authority, Toll Highway Priority Revenue 6.30%, 1/1/2011...............       23,750,000        25,653,562
Village of Romeoville 8.375%, 1/1/2010.......................................................        7,495,000         8,367,868
INDIANA-2.1%
Fishers, Economic Development Revenue, First Mortgage (United Student Funds Inc.)
    8.375%, 9/1/2014.........................................................................        2,000,000         2,168,480
Indiana Bond Bank, Special Hospital Program (Hendricks Community Hospital Financing
    Program) 7.125%, 4/1/2013................................................................        2,500,000         2,776,550
Indiana Health Facility Financing Authority, HR, Refunding
    (Saint Anthony Medical Center Project):
        7%, 10/1/2012........................................................................        4,025,000         4,441,588
        7%, 10/1/2017........................................................................        2,500,000         2,750,150
Indianapolis Local Public Improvement Bond Bank 6.75%, 2/1/2014..............................        4,935,000         5,554,392
City of Sullivan, PCR, Refunding (Indiana Michigan Power Co. Project) 5.95%, 5/1/2009........        6,000,000         6,008,460
IOWA-.4%
Iowa Student Loan Liquidity Corp., Student Loan Revenue, Refunding 5.80%, 12/1/2008..........        5,000,000         5,015,350

GENERAL MUNICIPAL BOND FUND, INC.
STATEMENT OF INVESTMENTS (CONTINUED)                                                                FEBRUARY 28, 1994
                                                                                                   PRINCIPAL
MUNICIPAL BONDS (CONTINUED)                                                                         AMOUNT            VALUE
                                                                                                --------------    --------------
KENTUCKY-2.2%
Kenton County Airport Board, Airport Revenue (Special Facilities - Delta Airlines Project)
    7.125%, 2/1/2021.........................................................................   $    3,500,000    $    3,644,865
City of Mount Sterling, Revenue (Kentucky League of Cities Funding Trust Lease Program)
    6.10%, 3/1/2018..........................................................................        5,500,000         5,562,425
Pendleton County, Multi-County Lease Revenue
    (Kentucky Association of Counties Leasing Trust Program):
        6.40%, 3/1/2019......................................................................        3,000,000         3,115,200
        6.50%, 3/1/2019......................................................................        9,000,000         9,112,050
Trimble County, PCR (Louisville Gas and Electric Co.):
    7.625%, 11/1/2000........................................................................          500,000           593,420
    7.625%, 11/1/2020........................................................................        2,645,000         3,041,724
LOUISIANA-6.1%
Lake Charles Harbor and Terminal District, Port Facilities Refunding, Revenue
    (Occidental Petroleum Corp. Project) 7.20%, 12/1/2020....................................        3,000,000         3,317,790
Lake Charles Non-Profit Housing Development Corp., First Mortgage Revenue, Refunding
    (Section 8 Assisted Chateau Project) 7.875%, 2/15/2025 (Insured; FHA)....................        1,000,000         1,006,250
Louisiana Public Facilities Authority, HR:
    (Louisiana Association of Independent Colleges and Universities Facilities Loan Program)
        7%, 12/1/2017........................................................................        6,195,000         6,614,525
    Refunding (Our Lady of the Lake Regional Medical Center Project)
        9.354%, 11/28/2014 (Insured; MBIA)(a)................................................       13,000,000        13,942,500
Parish of Calcasieu Industrial Development Board, Environmental Revenue
    (Citgo Petroleum Corp. Project) 6%, 7/1/2023.............................................       10,000,000         9,650,700
Parish of Saint Charles, Revenue (Louisiana Power and Light Co. Project):
    Pollution Control:
        8%, 12/1/2014........................................................................        2,500,000         2,881,800
        7.50%, 6/1/2021......................................................................        4,100,000         4,546,244
    Solid Waste Disposal Revenue 7.05%, 4/1/2022.............................................        9,150,000         9,951,448
Parish of Saint James, Solid Waste Disposal Revenue (Freeport-McMoRan Partnership Project)
    7.70%, 10/1/2022.........................................................................        4,140,000         4,316,033
Parish of West Feliciana, PCR (Gulf States Utilities Co. Project):
    7.70%, Series II, 12/1/2014..............................................................        9,500,000        10,810,715
    7.70%, Series III, 12/1/2014.............................................................        2,000,000         2,265,160
MAINE-.3%
Maine Public Utility Financing Bank, Public Utility Revenue (Maine Public Services Co. Project)
    7.875%, 4/1/2021 (LOC; Barclays Bank p.l.c.)(d)..........................................        2,750,000         2,898,060
MARYLAND-.2%
Montgomery County Housing Opportunities Commission, MFMR 7.375%, 7/1/2032....................        2,635,000         2,782,876
MASSACHUSETTS-1.9%
Massachusetts Bay Transportation Authority, General Transportation System 7%, 3/1/2021.......       10,000,000        11,780,700
Massachusetts Health and Educational Facilities Authority, Revenue
    (New England Deaconess Hospital Issue) 7.20%, 4/1/2022...................................        6,000,000         6,681,060
Massachusetts Port Authority, Special Project Revenue (Harborside Hyatt Project)
    10%, 3/1/2026............................................................................        3,000,000         3,343,380
MICHIGAN-5.6%
City of Detroit, Revenue:
    Sewage Disposal 8.561%, 7/1/2023 (Insured; FGIC)(a)......................................       10,000,000         9,850,000

GENERAL MUNICIPAL BOND FUND, INC.
STATEMENT OF INVESTMENTS (CONTINUED)                                                               FEBRUARY 28, 1994
                                                                                                   PRINCIPAL
MUNICIPAL BONDS (CONTINUED)                                                                         AMOUNT           VALUE
                                                                                                --------------    --------------
MICHIGAN (CONTINUED)
City of Detroit, Revenue (continued):
    Water Supply System:
        9.931%, 7/1/2002 (Insured; FGIC)(a)..................................................   $    7,100,000    $    8,804,000
        9.931%, 7/1/2022 (Insured; FGIC)(a)..................................................        2,900,000         3,240,750
Flint Tax Increment Finance Authority, Refunding 6.125%, 6/1/2006............................        3,900,000         4,098,705
Greater Detroit Resource Recovery Authority, Revenue:
    9.25%, Series B, 12/13/2008..............................................................        6,000,000         6,508,320
    9.25%, Series G, 12/13/2008..............................................................        3,750,000         4,067,700
Lapeer Economic Development Corp., Limited Obligation Revenue
    (Lapeer Health Services Project) 8.625%, 2/1/2020........................................        1,670,000         2,038,118
Michigan Strategic Fund, Limited Obligation Revenue:
    Refunding (Consumer Power Co. Project) 5.80%, 6/15/2010..................................        5,400,000         5,511,672
    (WMX Technologies Inc. Project) 6%, 11/1/2013............................................       14,000,000        13,918,660
Romulus Economic Development Corp., Economic Development Revenue, Refunding
    (HIR Limited Partnership Project)
    7%, 11/1/2015 (Surety Bond; ITT Lyndon Property Co. Inc.)................................        5,000,000         5,401,050
MINNESOTA-.7%
Rochester, Health Care Facilities Revenue (Mayo Medical Center) 9.18%, 11/15/2014 (a)........        7,000,000         7,789,950
NEBRASKA-1.1%
Nebraska Higher Education Loan Program Inc., Revenue 6.40%, 6/1/2013.........................       12,500,000        12,977,625
NEVADA-1.4%
Clark County:
    IDR (Southwest Gas Corp.) 7.50%, 9/1/2032................................................        5,000,000         5,477,200
    Passenger Facility Charge Revenue (Las Vegas McCarran International Airport)
        6.25%, 7/1/2008......................................................................        9,420,000        10,172,093
NEW HAMPSHIRE-1.5%
New Hampshire Higher Educational and Health Facilities Authority, Revenue
    (Crotched Mountain Rehabilitation Center) 7.75%, 1/1/2020................................        2,200,000         2,510,684
New Hampshire Housing Finance Authority, Single Family Residential Mortgage:
    7.75%, 7/1/2023..........................................................................        7,460,000         7,943,110
    7.70%, 7/1/2029..........................................................................        5,005,000         5,228,273
New Hampshire Industrial Development Authority, PCR (United Illuminating)
    8%, 12/1/2014............................................................................        1,000,000         1,147,890
NEW JERSEY-3.6%
Hudson County Improvement Authority, Solid Waste System Revenue 7.10%, 1/1/2020..............       10,950,000        11,628,024
New Jersey Economic Development Authority, Solid Waste Disposal Facility Revenue
    (Garden State Paper Co. Inc. Project) 7.125%, 4/1/2022
    (Guaranteed; Media General, Inc., LOC; Toronto-Dominion Bank)(d).........................        4,500,000         5,052,150
Passaic County Utilities Authority, Solid Waste System Revenue 7%, 11/15/2007................        5,000,000         5,409,750
Salem County Industrial Pollution Control Financing Authority, PCR
    (Public Service Electric and Gas Co.) 5.45%, 2/1/2032....................................       20,000,000        19,018,000
NEW MEXICO-.7%
Farmington, PCR, Refunding (Public Service Co. - San Juan Project) 6.40%, 8/15/2023..........        7,750,000         7,765,268
NEW YORK-9.6%
Metropolitan Transportation Authority, Service Contract:
    (Commuter Facilities) 7.50%, 7/1/2016....................................................          500,000           589,455
    (Transit Facilities) 7.50%, 7/1/2016.....................................................        1,250,000         1,470,137

GENERAL MUNICIPAL BOND FUND, INC.
STATEMENT OF INVESTMENTS (CONTINUED)                                                                  FEBRUARY 28, 1994
                                                                                                   PRINCIPAL
MUNICIPAL BONDS (CONTINUED)                                                                         AMOUNT             VALUE
                                                                                                --------------    --------------
NEW YORK (CONTINUED)
New York City:
    8%, 6/1/1998.............................................................................   $    3,000,000    $    3,355,620
    8%, 6/1/2001.............................................................................        2,500,000         2,904,395
    7.65%, 2/1/2006..........................................................................        2,000,000         2,300,360
    7.65%, 2/1/2007..........................................................................        6,000,000         6,913,740
    7.75%, 8/15/2007.........................................................................        6,400,000         7,475,776
    8.25%, 11/15/2010........................................................................        5,000,000         6,010,600
    Refunding 7.50%, 2/1/2006................................................................        7,000,000         7,984,550
New York City Industrial Development Agency, Special Facility Revenue
    (American Airlines Inc. Project) 8%, 7/1/2020............................................        1,325,000         1,458,560
New York State Dormitory Authority, Revenue:
    (City University System):
        5.75%, 7/1/2009......................................................................        7,000,000         7,124,040
        7.50%, 7/1/2010......................................................................        4,500,000         5,369,850
    (State University Educational Facilities):
        7.50%, 5/15/2013.....................................................................        2,500,000         3,027,225
        Refunding 7.50%, 5/15/2011...........................................................        1,220,000         1,464,744
New York State Energy Research and Development Authority, Electric Facilities Revenue
    (Long Island Lighting Co. Project):
        7.15%, 6/1/2020......................................................................        4,000,000         4,286,040
        6.90%, 8/1/2022......................................................................        6,050,000         6,381,722
New York State Housing Finance Agency, Health Facilities Revenue, Refunding
    (New York City) 7.90%, 11/1/1999.........................................................        4,500,000         5,148,630
New York State Medical Care Facilities Finance Agency 8.013%, 8/15/2010 (a,b)................        6,250,000         5,773,437
New York State Thruway Authority, Local Highway and Bridge, Service Contract Revenue
    7.25%, 1/1/2010..........................................................................        5,000,000         5,681,600
New York State Urban Development Corp., Revenue:
    7.50%, 4/1/2020..........................................................................       11,000,000        12,678,270
    (Correctional Capital Facilities) 6.50%, 1/1/2009........................................        4,075,000         4,367,544
Triborough Bridge and Tunnel Authority (Convention Center Project) 7.25%, 1/1/2010...........        6,950,000         8,033,158
NORTH CAROLINA-.5%
North Carolina Eastern Municipal Power Agency, Power System Revenue, Refunding
    6.125%, 1/1/2009.........................................................................        5,000,000         5,248,850
NORTH DAKOTA-1.7%
Mercer County, PCR (Basin Electric Power) 7%, 1/1/2019.......................................        5,150,000         5,560,610
North Dakota Housing Finance Agency, SFMR:
    7.30%, 7/1/2024..........................................................................        7,050,000         7,526,439
    7.75%, 7/1/2024 (Insured; MBIA)..........................................................        6,000,000         6,471,780
OHIO-1.0%
Cleveland, Parking Facilities Improvement Revenue 8.10%, 9/15/2022...........................        5,300,000         5,903,564
Ohio Water Development Authority, Pollution Control Facilities Revenue
    (Toledo Edison Co. Project) 7.40%, 11/1/2022.............................................        5,000,000         5,282,800
OKLAHOMA-3.1%
McGee Creek Authority, Water Revenue:
    6%, 1/1/2013 (Insured; MBIA).............................................................        6,025,000         6,382,403
    6%, 1/1/2023 (Insured; MBIA).............................................................        6,675,000         7,044,327
Trustees of the Tulsa Municipal Airport Trust, Revenue (American Airlines Inc. Project):
    9.50%, 6/1/2020..........................................................................        1,000,000         1,092,510
    7.375%, 12/1/2020 (Guaranteed; AMR Corp.)................................................        7,000,000         7,439,810
    7.60%, 12/1/2030.........................................................................       12,000,000        13,013,040

GENERAL MUNICIPAL BOND FUND, INC.
STATEMENT OF INVESTMENTS (CONTINUED)                                                               FEBRUARY 28, 1994
                                                                                                   PRINCIPAL
MUNICIPAL BONDS (CONTINUED)                                                                         AMOUNT            VALUE
                                                                                                --------------    --------------
PENNSYLVANIA-7.0%
Blair County Hospital Authority, Revenue (Altoona Hospital Project)
    9.837%, 7/1/2013 (Insured; AMBAC)(a).....................................................   $    3,300,000    $    3,719,331
Greene County General Facilities Authority, Lease Revenue 7%, 7/1/2011.......................        2,825,000         3,189,058
Lancaster County Hospital Authority, Health Center Revenue (United Church Homes Project)
    9.125%, 10/1/2014........................................................................        2,000,000         2,238,660
Borough of Langhorne Manor Higher Education and Health Authority, HR
    (The Lower Bucks Hospital) 7.30%, 7/1/2012...............................................        3,400,000         3,710,624
Lehigh County General Purpose Authority, Revenue (Wiley House) 9.50%, 11/1/2016..............        3,500,000         3,903,760
Luzerne County Industrial Development Authority, Exempt Facilities Revenue, Refunding
    (Pennsylvania Gas and Water Co. Project) 7.20%, 10/1/2017................................        9,000,000         9,783,630
Montgomery County Higher Education and Health Authority, Revenue
    (Northwestern Corp.) 8.50%, 6/1/2016.....................................................        3,000,000         3,261,510
Pennsylvania Higher Education Assistance Agency, Student Loan Revenue
    7.15%, 9/1/2021 (Insured; AMBAC).........................................................        5,500,000         6,050,165
Philadelphia:
    Gas Works Revenue:
        7.70%, 6/15/2001.....................................................................        2,745,000         3,281,922
        7.70%, 6/15/2011.....................................................................        1,255,000         1,500,164
    Water and Sewer Revenue:
        7.35%, 9/1/2004......................................................................        3,990,000         4,658,325
        5.625%, 6/15/2008....................................................................       25,570,000        25,693,503
Philadelphia Hospital and Higher Education Facilities Authority, HR 6.25%, 7/1/2013..........        3,900,000         3,900,624
Schuykill County Industrial Development Authority, RRR (Schuykill Energy Resources Inc.)
    6.50%, 1/1/2010..........................................................................        5,000,000         4,992,250
RHODE ISLAND-2.7%
Rhode Island Depositors Economic Protection Corp., Special Obligation Refunding
    5.875%, 8/1/2011 (Insured; FSA)..........................................................       12,885,000        13,134,969
Rhode Island Housing and Mortgage Finance Corp.:
    (Homeownership 1-D) 7.875%, 10/1/2022....................................................        5,855,000         6,231,886
    (Homeownership E-1) 7.55%, 10/1/2022.....................................................        7,305,000         7,820,952
    (Rental Housing Program) 7.95%, 10/1/2020................................................        3,195,000         3,334,014
SOUTH CAROLINA-1.6%
Calhoun County, Solid Waste Disposal Facilities Revenue (Eastman Kodak Co. Project)
    6.75%, 5/1/2017..........................................................................        5,000,000         5,705,250
Fairfield County, PCR (South Carolina Electric and Gas Co.) 6.50%, 9/1/2014..................        3,250,000         3,515,980
Richland County, Solid Waste Disposal Facilities Revenue (Union Camp Corp. Project)
    7.125%, 9/1/2021.........................................................................        5,000,000         5,537,950
Sumter County, School District Number 2, COP 8.125%, 4/1/2010................................        3,135,000         3,411,664
TENNESSEE-1.0%
McMinn County Industrial Development Board, PCR (Calhoun Newsprint Co. Project)
    7.625%, 3/1/2016.........................................................................        4,500,000         4,973,130
Tennessee Housing Development Agency (Homeownership Program) 7.65%, 7/1/2022.................        6,370,000         6,807,109
TEXAS-10.8%
Alliance Airport Authority Inc., Special Facilities Revenue (American Airlines Inc. Project):
    7%, 12/1/2011 (Guaranteed; AMR Corp.)....................................................       13,900,000        15,166,985
    7.50%, 12/1/2029.........................................................................        5,500,000         5,894,735
Austin, Convention Center Revenue:
    8.25%, 11/15/2014........................................................................        9,750,000        11,605,425
    Refunding 6%, 11/15/2005.................................................................        3,170,000         3,183,599

GENERAL MUNICIPAL BOND FUND, INC.
STATEMENT OF INVESTMENTS (CONTINUED)                                                               FEBRUARY 28, 1994
                                                                                                   PRINCIPAL
MUNICIPAL BONDS (CONTINUED)                                                                         AMOUNT           VALUE
                                                                                                --------------    --------------
TEXAS (CONTINUED)
Bell County  Health Facilities Development Corp., Revenue
    (Southern Healthcare-Southview) 10.50%, 3/1/2020.........................................   $    2,960,000    $    3,299,482
Brazos River Authority, PCR (Collateral Texas Utilities Electric Co. Project)
    7.875%, 3/1/2021.........................................................................        2,955,000         3,345,474
Brazos River Harbor Navigation District, Brazoria County PCR (BASF Corp. Project)
    6.75%, 2/1/2010..........................................................................        5,000,000         5,516,700
Dallas - Fort Worth International Airport Facility Improvement Corp., Revenue
    (American Airlines Inc.) 7.50%, 11/1/2025................................................        2,500,000         2,686,225
Dickens County, Lease Obligation (Jail and Detention Facility Project)
    8.875%, 4/1/2005.........................................................................        3,950,000         4,266,000
Fort Bend County, Municipal Utility District Number 42, Refunding 8.30%, 4/1/2009............        1,500,000         1,621,710
Gulf Coast Waste Disposal Authority:
    Multi-Modal Interchangeable Rate Revenue (Champion International Corp. Project)
        7.45%, 5/1/2026......................................................................       15,000,000        16,599,600
    Solid Waste Disposal Revenue (Champion International Corp. Project) 7.25%, 4/1/2017......        4,735,000         5,177,012
Harris County Industrial Development Corp., Marine Terminal Revenue, Refunding
    (GATX Terminals Corp. Project) 6.95%, 2/1/2022...........................................        3,250,000         3,538,308
Montgomery County Health Facilities Development Corp., Hospital Mortgage Revenue
    (Woodlands Medical Center Project) 8.85%, 8/15/2014......................................        7,025,000         8,008,641
Orange County Navigation and Port District Industrial Development Corp., IDR
    (North Star Steel Project) 9.50%, 12/1/2004..............................................        1,000,000         1,109,460
Red River Authority, PCR (Hoechst Celanese Corp. Project) 6.875%, 4/1/2017...................        5,700,000         6,251,931
Rio Grande Valley Health Facilities Development Corp., Retirement Facility Revenue
    (Golden Palms Retirement and Health Center Project)
    9.832%, 8/1/2012 (Insured; MBIA)(a)......................................................        7,300,000         8,103,876
Sam Rayburn Municipal Power Agency, Power Supply System Revenue, Refunding
    6.50%, 10/1/2008.........................................................................        6,750,000         6,654,150
Texas Department of Housing and Community Affairs, Collateralized Home Mortgage
    Revenue 10.90%, 7/2/2024 (Insured; FNMA)(a)..............................................       10,000,000        10,475,000
UTAH-1.1%
Carbon County, Solid Waste Disposal Revenue, Refunding (Sunnyside Cogeneration)
    9.25%, 7/1/2018..........................................................................        8,000,000         8,777,040
Utah Housing Finance Agency, Single Family Mortgage:
    7.70%, 7/1/2015..........................................................................        2,595,000         2,701,992
    7.75%, 1/1/2023..........................................................................          960,000         1,047,571
VIRGINIA-1.3%
Augusta County Industrial Development Authority, HR (Augusta Hospital Corp. Project)
    7%, 9/1/2021.............................................................................        3,500,000         4,041,660
Peninsula Ports Authority, Coal Terminal Revenue, Refunding
    (Dominion Terminal Association Project) 7.375%, 6/1/2020 (Guaranteed; The Pittston Co.)..       10,000,000        10,874,600
WASHINGTON-2.9%
Chelan County Public Utility District Number 001, Consolidated Revenue
    (Chelan Hydroelectric):
        5.70%, 7/1/2008......................................................................        5,650,000         5,710,625
        7.50%, 7/1/2011......................................................................        4,155,000         5,075,748
        6.55%, 7/1/2026......................................................................        7,000,000         7,386,400
Port of Longview Industrial Development Corp., Solid Waste Disposal Revenue
    (Weyerhaeuser Co. Project) 6.875%, 10/1/2008.............................................        6,000,000         6,739,380
Port Moses Lake Public Corp., PCR (Union Carbide Co. Project) 7.875%, 8/1/2006...............        2,100,000         2,318,106

GENERAL MUNICIPAL BOND FUND, INC.
STATEMENT OF INVESTMENTS (CONTINUED)                                                              FEBRUARY 28, 1994
                                                                                                   PRINCIPAL
MUNICIPAL BONDS (CONTINUED)                                                                         AMOUNT           VALUE
                                                                                                --------------    --------------
WASHINGTON (CONTINUED)
Washington Health Care Facilities Authority, Revenue
    (Yamika Valley Memorial Hospital Association) 7.25%, 1/1/2021............................   $    3,500,000    $    3,882,655
Washington Public Power Supply System, Revenue, Refunding (Nuclear Project Number 2)
    7.375%, 7/1/2012.........................................................................        1,450,000         1,688,568
WEST VIRGINIA-1.1%
Kanawha County, IDR (Union Carbide Chemical and Plastics) 8%, 8/1/2020.......................        1,930,000         2,183,120
South Charleston, PCR, Refunding (Union Carbide Co. Project) 7.625%, 8/1/2005................        4,500,000         5,153,490
West Virginia Water Development Authority (Loan Program II) 7%, 11/1/2031....................        5,180,000         5,559,228
U.S. RELATED-.9%
Puerto Rico Highway and Transportation Authority, Highway Revenue
    7.581%, 7/1/2003 (a).....................................................................       10,000,000        10,062,500
                                                                                                                  --------------
TOTAL INVESTMENTS
    (cost $1,059,591,840)....................................................................                     $1,136,802,725
                                                                                                                  ==============
</TABLE>
<TABLE>

SUMMARY OF ABBREVIATIONS
<S>      <C>                                              <C>     <C>
AMBAC    American Municipal Bond Assurance Corporation    IDR     Industrial Development Revenue
COP      Certificate of Participation                     LOC     Letter of Credit
FGIC     Financial Guaranty Insurance Corporation         MBIA    Municipal Bond Insurance Association
FHA      Federal Housing Administration                   MFMR    Multi-Family Mortgage Revenue
FNMA     Federal National Mortgage Association            PCR     Pollution Control Revenue
FSA      Financial Security Assurance                     RRR     Resources Recovery Revenue
HR       Hospital Revenue                                 SFMR    Single Family Mortgage Revenue
</TABLE>
<TABLE>


SUMMARY OF COMBINED RATINGS (UNAUDITED)
FITCH (E)    OR    MOODY'S    OR    STANDARD & POOR'S    PERCENTAGE OF VALUE
- --------           -------          -----------------    -------------------
<S>                <C>              <C>                          <C>
AAA                Aaa              AAA                          13.7%
AA                 Aa               AA                           17.0
A                  A                A                            23.2
BBB                Baa              BBB                          36.4
BB                 Ba               BB                            1.1
B                  B                B                              .9
Not Rated          Not Rated        Not Rated                     7.7
                                                                ------
                                                                100.0%
                                                                ======
</TABLE>
NOTES TO STATEMENT OF INVESTMENTS:
(a) Inverse floater security - the interest rate is subject to change
    periodically.
(b) Security exempt from registration under Rule 144A of the Securities Act
    of 1933.  These securities may be resold in transactions exempt from
    registration, normally to qualified institutional buyers. At February 28,
    1994, these securities amounted to $25,139,125 or 2.0% of net assets.
(c) Non-income accruing security; interest payment in default. The valuation
    of this security has been determined in good faith under the direction of
    the Board of Directors.
(d) Secured by letters of credit.
(e) Fitch currently provides creditworthiness information for a limited amount
    of investments.


See notes to financial statements.
<TABLE>
GENERAL MUNICIPAL BOND FUND, INC.
STATEMENT OF ASSETS AND LIABILITIES                                                                 FEBRUARY 28, 1994
<S>                                                                                               <C>
ASSETS:
    Investments in securities, at value
        (cost $1,059,591,840)-see statement....................................                                   $1,136,802,725
    Cash.......................................................................                                       52,510,002
    Receivable for investment securities sold..................................                                       33,771,100
    Interest receivable........................................................                                       18,585,115
    Receivable for subscriptions to Common Stock...............................                                            3,217
    Prepaid expenses...........................................................                                           68,519
                                                                                                                  --------------
                                                                                                                   1,241,740,678
LIABILITIES:
    Due to The Dreyfus Corporation.............................................                    $   703,107
    Payable for Common Stock redeemed..........................................                         42,148
    Accrued expenses...........................................................                        179,990           925,245
                                                                                                   -----------    --------------
NET ASSETS.....................................................................                                   $1,240,815,433
                                                                                                                  ==============
REPRESENTED BY:
    Paid-in capital............................................................                                   $1,155,215,372
    Accumulated undistributed net realized gain on investments.................                                        8,389,176
    Accumulated net unrealized appreciation on investments-Note 3(b)...........                                       77,210,885
                                                                                                                  --------------
NET ASSETS at value applicable to 80,239,155 shares outstanding
    (150 million shares of $.01 par value Common Stock authorized).............                                   $1,240,815,433
                                                                                                                  ==============
NET ASSET VALUE, offering and redemption price per share
    ($1,240,815,433 / 80,239,155 shares).......................................                                           $15.46
                                                                                                                          ======
</TABLE>
<TABLE>
STATEMENT OF OPERATIONS                                                                          YEAR ENDED FEBRUARY 28, 1994
<S>                                                                                                <C>
INVESTMENT INCOME:
    INTEREST INCOME............................................................                                   $   83,699,420
    EXPENSES:
        Management fee-Note 2(a)...............................................                    $ 7,048,554
        Shareholder servicing costs-Note 2(b)..................................                      3,410,304
        Prospectus and shareholders' reports...................................                        121,903
        Custodian fees.........................................................                         99,394
        Registration fees......................................................                         75,520
        Professional fees......................................................                         72,420
        Directors' fees and expenses-Note 2(c).................................                         37,681
        Miscellaneous..........................................................                         70,879
                                                                                                  ------------
                                                                                                    10,936,655
        Less-reduction in management fee due
            to undertakings-Note 2(a)..........................................                        374,898
                                                                                                  ------------
                TOTAL EXPENSES.................................................                                       10,561,757
                                                                                                                  --------------
                INVESTMENT INCOME-NET..........................................                                       73,137,663
                                                                                                                  --------------
REALIZED AND UNREALIZED GAIN ON INVESTMENTS:
    Net realized gain on investments-Note 3(a).................................                    $23,416,114
    Net realized gain on financial futures-Note 3(a)...........................                        549,975
                                                                                                  ------------
        NET REALIZED GAIN......................................................                                       23,966,089
    Net unrealized (depreciation) on investments...............................                                      (20,709,885)
                                                                                                                  --------------
                NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS................                                        3,256,204
                                                                                                                  --------------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS...........................                                   $   76,393,867
                                                                                                                  ==============
</TABLE>


See notes to financial statements.
<TABLE>
GENERAL MUNICIPAL BOND FUND, INC.
STATEMENT OF CHANGES IN NET ASSETS
                                                                                                 YEAR ENDED FEBRUARY 28,
                                                                                                --------------------------------
                                                                                                    1993                1994
                                                                                                --------------    --------------
<S>                                                                                             <C>               <C>
OPERATIONS:
    Investment income-net......................................................                 $   62,328,522    $   73,137,663
    Net realized gain on investments...........................................                     11,291,692        23,966,089
    Net unrealized appreciation (depreciation) on investments for the year.....                     78,183,694       (20,709,885)
                                                                                                --------------    --------------
        NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS...................                    151,803,908        76,393,867
                                                                                                --------------    --------------
DIVIDENDS TO SHAREHOLDERS FROM:
    Investment income-net......................................................                    (62,059,828)      (73,540,228)
    Net realized gain on investments...........................................                    (10,216,553)      (18,210,546)
                                                                                                --------------    --------------
        TOTAL DIVIDENDS........................................................                    (72,276,381)      (91,750,774)
                                                                                                --------------    --------------
CAPITAL STOCK TRANSACTIONS:
    Net proceeds from shares sold..............................................                  1,526,610,142     1,964,133,330
    Dividends reinvested.......................................................                     54,592,012        68,036,992
    Cost of shares redeemed....................................................                 (1,142,833,436)   (2,014,289,167)
                                                                                                --------------    --------------
        INCREASE IN NET ASSETS FROM CAPITAL STOCK TRANSACTIONS.................                    438,368,718        17,881,155
                                                                                                --------------    --------------
            TOTAL INCREASE IN NET ASSETS.......................................                    517,896,245         2,524,248
NET ASSETS:
    Beginning of year..........................................................                    720,394,940     1,238,291,185
                                                                                                --------------    --------------
    End of year (including undistributed investment income-net
        of $402,565 in 1993)...................................................                 $1,238,291,185    $1,240,815,433
                                                                                                ==============    ==============



                                                                                                    SHARES            SHARES
                                                                                                --------------    --------------
CAPITAL SHARE TRANSACTIONS:
    Shares sold................................................................                    101,645,908       124,762,916
    Shares issued for dividends reinvested.....................................                      3,627,885         4,309,637
    Shares redeemed............................................................                    (75,916,687)     (127,518,879)
                                                                                                --------------    --------------
        NET INCREASE IN SHARES OUTSTANDING.....................................                     29,357,106         1,553,674
                                                                                                ==============    ==============



</TABLE>
See notes to financial statements.
GENERAL MUNICIPAL BOND FUND, INC.
FINANCIAL HIGHLIGHTS
    Reference is made to Page 2 of the Fund's Prospectus dated April 22, 1994.

See notes to financial statements.
GENERAL MUNICIPAL BOND 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 distributor of the
Fund's shares, which are sold to the public without a sales load. The
Distributor is a wholly-owned subsidiary of The Dreyfus Corporation
("Manager").
    (A) PORTFOLIO VALUATION: The Fund's investments (excluding options
and financial futures on municipal and U.S. treasury securities) are valued
each business day by an independent pricing service ("Service") approved
by the Board of Directors. Investments for which quoted bid prices in the
judgment of the Service are readily available and are representative of
the bid side of the market are valued at the mean between the quoted bid
prices (as obtained by the Service from dealers in such securities) and
asked prices (as calculated by the Service based upon its evaluation of the
market for such securities). Other investments (which constitute a
majority of the portfolio securities) are carried at fair value as
determined by the Service, based on methods which include consideration
of: yields or prices of municipal securities of comparable quality, coupon,
maturity and type; indications as to values from dealers; and general
market conditions. Options and financial futures on municipal and U.S.
treasury securities are valued at the last sales price on the securities
exchange on which such securities are primarily traded or at the last
sales price on the national securities market on each business day.
Investments not listed on an exchange or the national securities market,
or securities for which there were no transactions, are valued at the
average of the most recent bid and asked prices. Bid price is used when no
asked price is available.
    (B) SECURITIES TRANSACTIONS AND INVESTMENT INCOME: Securities
transactions are recorded on a trade date basis. Realized gain and loss
from securities transactions are recorded on the identified cost basis.
Interest income, adjusted for amortization of premiums and, when
appropriate, discounts on investments, is earned from settlement date and
recognized on the accrual basis. Securities purchased or sold on a when-
issued or delayed-delivery basis may be settled a month or more after the
trade date.
    (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, if any, 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 provisions available to certain
investment companies, as defined in applicable sections of the Internal
Revenue Code, and to make distributions of income and net realized capital
gain sufficient to relieve it from all, or substantially all, Federal income
taxes.
NOTE 2-MANAGEMENT FEE AND OTHER TRANSACTIONS WITH AFFILIATES:
    (A) Pursuant to a management agreement ("Agreement") with the
Manager, the management fee is computed at the annual rate of .55 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,
brokerage commissions and extraordinary expenses, exceed 1 1/2% of the
average value of the Fund's net assets for any full fiscal year. However,
the Manager had undertaken from March 1, 1993 through June 30, 1993 to
reduce the management fee paid by the Fund, to the extent that the Fund's
aggregate expenses (excluding certain expenses as described above)
exceeded specified annual percentages of the Fund's average daily net
assets. The reduction in management fees, pursuant to the undertakings,
amounted to $374,898 for the year ended February 28, 1994.

GENERAL MUNICIPAL BOND FUND, INC.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
    The manager may modify the expense limitation percentages from time
to time, provided that the resulting expense reimbursement would not be
less than the amount required pursuant to the Agreement.
    (B) On January 22, 1993, Fund shareholders approved the adoption of a
new Service Plan (the "Plan") pursuant to Rule 12b-1 under the Act.
Pursuant to the Plan, effective March 5, 1993, the Fund pays the
Distributor, at an annual rate of .20 of 1% of the value of the Fund's
average daily net assets, for costs and expenses in connection with
advertising, marketing and distributing the Fund's shares and for servicing
shareholder accounts. The Distributor may make payments to one or more
Service Agents (a securities dealer, financial institution, or other
industry professional) based on the value of the Fund's shares owned by
clients of the Service Agent. The Plan also separately provides for the
Fund to bear the costs of preparing, printing and distributing certain of
the Fund's prospectuses and statements of additional information and
costs associated with implementing and operating the Plan, not to exceed
the greater of $100,000 or .005 of 1% of the Fund's average daily net
assets for any full fiscal year.
    Prior to March 5, 1993, the Fund's Service Plan ("prior Service Plan")
provided that the Fund reimburse either the Manager or the Distributor for
payments made to a Service Agent at an annual rate of .20 of 1% of the
average daily net asset value of Fund shares owned by clients of the
Service Agent. In addition the Fund bore the costs of preparing, printing
and distributing prospectuses and statements of additional information
and the costs associated with implementing and operating the prior
Service Plan.
    For the year ended February 28, 1994, the Fund paid $2,579,757
pursuant to the Plan and the prior Service Plan.
    During the year ended February 28, 1994, the Fund was charged an
aggregate of $85,992 by the Manager and the Distributor for certain
shareholder servicing costs.
    (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 mid-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 board
and shareholders before completion of the merger. Shareholder approval
will be solicited by a proxy statement.
NOTE 3-SECURITIES TRANSACTIONS:
    (A) Purchases and sales of securities amounted to $1,931,191,092 and
$2,068,337,760, respectively, for the year ended February 28, 1994, and
consisted entirely of municipal bonds and short-term municipal
investments.

GENERAL MUNICIPAL BOND FUND, INC.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
    The Fund is engaged in trading financial futures contracts. The Fund is
exposed to market risk as a result of changes in the value of the
underlying financial instruments. Investments in financial futures require
the Fund to "mark to market" on a daily basis, which reflects the change
in the market value of the contract at the close of each day's trading.
Accordingly, variation margin payments are made or received to reflect
daily unrealized gains or losses. When the contracts are closed, the Fund
recognizes a realized gain or loss. These investments require initial
margin deposits with a custodian, which consist of cash or cash
equivalents, up to approximately 10% of the contract amount. The amount
of these deposits is determined by the exchange or Board of Trade on
which the contract is traded and is subject to change. For the year ended
February 28, 1994, there were no financial futures contracts outstanding.
    (B) At February 28, 1994, accumulated net unrealized appreciation on
investments was $77,210,885, consisting of $83,732,871 gross
unrealized appreciation and $6,521,986 gross unrealized depreciation.
    At February 28, 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).

GENERAL MUNICIPAL BOND FUND, INC.
REPORT OF ERNST & YOUNG, INDEPENDENT AUDITORS
SHAREHOLDERS AND BOARD OF DIRECTORS
GENERAL MUNICIPAL BOND FUND, INC.
    We have audited the accompanying statement of assets and liabilities
of General Municipal Bond Fund, Inc., including the statement of
investments, as of February 28, 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 February 28, 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 General Municipal Bond Fund, Inc., at February 28, 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.

                                 (Ernst & Young Signature Logo)


New York, New York
April 6, 1994




                       GENERAL MUNICIPAL BOND 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 the period from
               March 21, 1984 (commencement of operations) to
               February 28, 1985 and for each of the nine years in the
               period ended February 28, 1994.

               Included in Part B of the Registration Statement:

                    Statement of Investments--February 28, 1994.

                    Statement of Assets and Liabilities--February 28, 1994.

                    Statement of Operations--year ended February 28, 1994.

                    Statement of Changes in Net Assets--two years ended
                    February 28, 1993 and 1994.

                    Notes to Financial Statements.

                    Report of Ernst & Young, Independent Auditors, dated
                         April 6, 1994.

    




Schedule Nos. I through VII and other Financial Statement information, for
which provision is made in the applicable accounting regulations of the
Securities and Exchange Commission, are either omitted because they are not
required under the related instructions, they are inapplicable, or the
required information is presented in the financial statements or notes
thereto which are included in Part B of the Registration Statement.


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

  (b)     Exhibits:

   
  (1)     Registrant's Articles of Incorporation, Articles of Amendment and
          Articles Supplementary are incorporated by reference,
          respectively, to Exhibit (1) of Pre-Effective Amendment No. 1 to
          the Registration Statement on Form N-1, filed on November 1, 1983,
          Exhibit (1)(b) of Post-Effective Amendment No. 12 to the
          Registration Statement on Form N-1A, filed on April 29, 1991, and
          Exhibit (1)(b) of Post-Effective Amendment No. 15 to the
          Registration Statement on Form N-1A, filed on April 28, 1993.

  (2)     Registrant's By-Laws, as amended, are incorporated by reference to
          Exhibit (2) of Post-Effective Amendment No. 12 to the Registration
          Statement on Form N-1AA, filed on June 24, 1988.

  (5)     Management Agreement.

  (6)(a)  Distribution Agreement.

  (6)(b)  Forms of Service Agreement are incorporated by reference to
          Exhibit 6(b) and (6)(c) of Post-Effective Amendment Nos. 6 and 12,
          respectively, to the Registration Statement on Form N-1A, filed on
          June 24, 1988 and April 29, 1991, respectively.

  (8)(a)  Amended and Restated Custody Agreement is incorporated by
          reference to Exhibit 8(a) of Post-Effective Amendment No. 11 to
          the Registration Statement on Form N-1A, filed on June 21, 1990.

  (8)(b)  Sub-Custodian Agreements.

  (10)    Opinion and consent of Registrant's counsel is incorporated by
          reference to Exhibit (10) of Pre-Effective Amendment No. 2 to the
          Registration Statement on Form N-1, filed on January 16, 1984.

  (11)    Consent of Independent Auditors.

  (15)    Service Plan is incorporated by reference to Exhibit (15) of Post-
          Effective Amendment No. 15 to the Registration Statement on
          Form N-1A, filed on April 28, 1993.
    

  (16)    Schedules of Computation of Performance Data.





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

          Other Exhibits
          ______________

               (a)  Powers of Attorney of the Directors and officers are
                    incorporated by reference to Other Exhibits (a) of
                    Post-Effective Amendment No. 12 to the Registration
                    Statement on Form N-1A, filed on April 29, 1991.
   
               (b)  Certificate of Secretary.
    

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 April 4, 1994
         ______________                 _____________________________

         Common Stock
         (Par value $.01)                    28,872
    

Item 27.    Indemnification
_______     _______________

         The Statement as to the general effect of any contract,
         arrangements or statute under which a director, officer,
         underwriter or affiliated person of the Registrant is insured or
         indemnified in any manner against any liability which may be
         incurred in such capacity, other than insurance provided by any
         director, officer, affiliated person or underwriter for their own
         protection, is incorporated by reference to Item 4 of Part II of
         Pre-Effective Amendment No. 2 to the Registration Statement on
         Form N-1, filed on January 16, 1984.

   
         Reference is also made to the Distribution Agreement attached as
         Exhibit (6)(a).
    

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

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

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

          Officers and Directors of Investment Adviser
          ____________________________________________


Name and Position
with Dreyfus                  Other Businesses
_________________             ________________

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

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

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

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

HOWARD STEIN                  Chairman of the Board, President and Investment
Chairman of the Board and     Officer:
Chief Executive Officer            Dreyfus Capital Growth Fund (A Premier
                                        Fund)++;
                              Chairman of the Board and Investment Officer:
                                   The Dreyfus Fund Incorporated++;
                                   Dreyfus New Leaders Fund, Inc.++;
                                   The Dreyfus Socially Responsible Growth
                                        Fund, Inc. ++;
                                   The Dreyfus Third Century Fund, Inc.++;
                              Chairman of the Board:
                                   Dreyfus Acquisition Corporation*;
                                   Dreyfus America Fund++++;
                                   The Dreyfus Consumer Credit Corporation*;
HOWARD STEIN                       Dreyfus Land Development Corporation*;
(cont'd)                           Dreyfus Management, Inc.*;
                                   Dreyfus Service Corporation*;
                              Chairman of the Board and Chief Executive
                              Officer:
                                   Major Trading Corporation*;
                              President, Managing General Partner and
                              Investment Officer:
                                   Dreyfus Global Growth, L.P. (A Strategic
                                        Fund)++;
                                   Dreyfus Strategic Growth, L.P. ++;
                              Director, President and Investment Officer:
                                   Dreyfus Appreciation Fund, Inc.++;
                                   Dreyfus Asset Allocation Fund, Inc.++;
                                   Dreyfus Capital Value Fund (A Premier
                                        Fund)++;
                                   Dreyfus Focus Funds, Inc.++;
                                   Dreyfus Global Investing++;
                                   Dreyfus Growth Opportunity Fund, Inc.++;
                                   Premier Growth Fund, Inc.++;
                                   Dreyfus Growth Allocation Fund, Inc.++
                              Director and Investment Officer:
                                   Dreyfus Growth and Income Fund, Inc.++;
                              President:
                                   Dreyfus Consumer Life Insurance Company*;
                              Director:
                                   Avnet, Inc.**;
                                   Comstock Partners Strategy Fund, Inc.***;
                                   Dreyfus A Bonds Plus, Inc.++;
                                   Dreyfus BASIC Money Market Fund, Inc.++;
                                   The Dreyfus Fund International
                                        Limited++++++;
                                   Dreyfus 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.++;
                                   FN Network Tax Free 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 Consumer Life Insurance Company*;
                                   Dreyfus Service Organization, Inc.*;
                              Vice Chairman and Director:
                                   The Dreyfus Trust Company++;
                                   The Dreyfus Trust Company (N.J.)++;
                              Director:
                                   The Dreyfus Consumer Credit Corporation*;
                                   Dreyfus Partnership Management, Inc.*;
                                   Seven Six Seven Agency, Inc.*

JOSEPH S. DiMARTINO           Director and Chairman of the Board:
President, Chief Operating         The Dreyfus Trust Company++;
Officer and Director          Director, President and Investment Officer:
                                   Dreyfus Cash Management Plus, Inc.++;
                                   Dreyfus 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 and Corporate Member:
                                   Muscular Dystrophy Association
                                   810 Seventh Avenue
                                   New York, New York 10019;
JOSEPH S. DiMARTINO           Director:
(cont'd)                           Dreyfus Management, Inc.*;
                                   Dreyfus Personal Management, Inc.*;
                                   Noel Group, Inc.
                                   667 Madison Avenue
                                   New York, New York 10021;
                              Trustee:
                              Bucknell University
                                   Lewisburg, Pennsylvania 17837;
                              President and Investment Officer:
                                   Dreyfus BASIC Money Market Fund, Inc.++;
                                   Dreyfus BASIC U.S. Government Money Market
                                        Fund++;
                              Vice President:
                                   Dreyfus Consumer Life Insurance Company*;
                              Investment Officer:
                                   The Dreyfus Fund Incorporated++;
                                   Dreyfus Investors GNMA Fund++;
                                   Dreyfus 100% U.S. Treasury Intermediate
                                        Term Fund++;
                                   Dreyfus 100% U.S. Treasury Long Term
                                        Fund++;
                                   Dreyfus 100% U.S. Treasury Money Market
                                        Fund++;
                                   Dreyfus 100% U.S. Treasury Short Term
                                        Fund++;
                              President, Chief Operating Officer and
                              Director:
                                   Major Trading Corporation*

LAWRENCE M. GREENE            Chairman of the Board:
Legal Consultant and               The Dreyfus Security Savings
Director                           Bank, F.S.B.+;
                              Director and Executive Vice President:
                                   Dreyfus Service Corporation*;
                              Director and Vice President:
                                   Dreyfus Acquisition Corporation*;
                                   Dreyfus Consumer Life Insurance Company*;
                                   Dreyfus Service Organization, Inc.*;
                              Director:
                                   Dreyfus America Fund++++;
                                   Dreyfus BASIC Municipal 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*;
                              Vice President:
                                   Dreyfus Consumer Life Insurance Company*;
                              Treasurer:
                                   Dreyfus Management, Inc.*;
                                   Dreyfus Precious Metals, Inc.*;
                                   Dreyfus Service Corporation*;
                              Assistant Treasurer:
                                   The Dreyfus Fund Incorporated++;
                              Director:
                                   The Dreyfus Trust Company++;
                                   The Dreyfus Trust Company (N.J.)++;
                                   Dreyfus Thrift & Commerce****

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


DAVID W. BURKE                Vice President and Director:
Vice President and Chief           The Dreyfus Trust Company++;
Administrative Officer        Formerly, President:
                                   CBS News, a division of CBS, Inc.
                                   524 West 57th Street
                                   New York, New York 10019
                              Director:
                                   Dreyfus 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++++;
                                   Dreyfus Consumer Life Insurance Company*;
                                   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++;
                                   FN Network Tax Free Money Market Fund,
                                        Inc.++;
                                   General California Municipal Money Market
                                        Fund++;
                                   General Government Securities Money Market
                                        Fund, Inc.++;
                                   General Money Market Fund, Inc.++;
                                   General Municipal Bond Fund, Inc.++;
                                   General Municipal Money Market Fund,
                                        Inc.++;
                                   General New York Municipal Bond Fund,
                                        Inc.++;
                                   General New York Municipal Money Market
                                        Fund++;
                                   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.++;
                                   FN Network Tax Free Money Market 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.*

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

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

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

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

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

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

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

                                   Dreyfus New Leaders Fund, Inc.++;
                                   Dreyfus New York Insured Tax Exempt Bond
                                        Fund++;
                                   Dreyfus New York Municipal Cash
                                        Management++;
                                   Dreyfus New York Tax Exempt Bond Fund,
                                        Inc.++;
                                   Dreyfus New York Tax Exempt Intermediate
                                        Bond Fund++;
                                   Dreyfus New York Tax Exempt Money Market
                                        Fund++;
                                   Dreyfus Ohio Municipal Money Market Fund,
                                        Inc.++;
                                   Dreyfus Pennsylvania Municipal Money
                                        Market Fund++;
                                   Dreyfus Short-Intermediate Government
                                        Fund++;
                                   Dreyfus Short-Intermediate Municipal Bond
                                        Fund++;
                                   The Dreyfus Socially Responsible Growth
                                        Fund, Inc.++;
                                   Dreyfus Tax Exempt Cash Management++;
                                   The Dreyfus Third Century Fund, Inc.++;
                                   Dreyfus Treasury Cash Management++;
                                   Dreyfus Treasury Prime Cash Management++;
                                   First Prairie Cash Management++;
                                   First Prairie Diversified Asset Fund++;
                                   First Prairie Money Market Fund++;
                                   First Prairie Municipal Money Market
                                        Fund++;
                                   First Prairie Tax Exempt Bond Fund,
                                        Inc. ++;
                                   First Prairie U.S. Government Income
                                        Fund++;
                                   First Prairie U.S. Treasury Securities
                                        Cash Management++;
                                   FN Network Tax Free Money Market Fund,
                                        Inc.++;
                                   General California Municipal Money Market
                                        Fund++;
MARK N. JACOBS                     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++;
                                   Pacific American Fund+++++;
                                   Premier Insured Municipal Bond Fund++;
                                   Premier California Municipal Bond Fund++;
                                   Premier GNMA Fund++;
                                   Premier Growth Fund, Inc.++;
                                   Premier Municipal Bond Fund++;
                                   Premier New York Municipal Bond Fund++;
                                   Premier State Municipal Bond Fund++;
                              Assistant Secretary:
                                   Dreyfus Service Organization, Inc.*;
                                   Major Trading Corporation*;
                                   The Truepenny Corporation*
CHRISTINE PAVALOS             Assistant Secretary:
Assistant Secretary                Dreyfus A Bonds Plus, Inc.++;
                                   Dreyfus Acquisition Corporation*;
                                   Dreyfus Appreciation Fund, Inc.++;
                                   Dreyfus Asset Allocation Fund, Inc.++;
                                   Dreyfus Balanced Fund, Inc.++;
                                   Dreyfus BASIC Money Market Fund, Inc.++;
                                   Dreyfus BASIC Municipal 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++;
CHRISTINE PAVALOS                  Dreyfus Global Bond Fund, Inc.++;
(cont'd)                           Dreyfus Global Growth, L.P. (A Strategic
                                   Fund)++;
                                   Dreyfus Global Investing++;
                                   Dreyfus GNMA Fund, Inc.++;
                                   Dreyfus Government Cash Management++;
                                   Dreyfus Growth Allocation Fund,
                                        Inc.++;
                                   Dreyfus Growth and Income, Inc.++;
                                   Dreyfus Growth Opportunity Fund, Inc.++;
                                   Dreyfus Institutional Money Market Fund++;
                                   Dreyfus Institutional Short Term
                                        Treasury Fund++;
                                   Dreyfus Insured Municipal Bond Fund,
                                        Inc.++;
                                   Dreyfus Intermediate Municipal Bond Fund,
                                        Inc.++;
                                   Dreyfus International Equity Fund, Inc.++;
                                   Dreyfus Investors GNMA Fund++;
                                   Dreyfus Life and Annuity Index Fund,
                                        Inc.++;
                                   Dreyfus Liquid Assets, Inc.++;
                                   Dreyfus Management, Inc.*;
                                   Dreyfus Massachusetts Intermediate
                                        Municipal Bond Fund++;
                                   Dreyfus Massachusetts Municipal Money
                                        Market Fund++;
                                   Dreyfus Massachusetts Tax Exempt Bond
                                        Fund++;
                                   Dreyfus Michigan Municipal Money Market
                                        Fund, Inc.++;
                                   Dreyfus Money Market Instruments, Inc.++;
                                   Dreyfus Municipal Bond Fund, Inc.++;
                                   Dreyfus Municipal Cash Management Plus++;
                                   Dreyfus Municipal Income, Inc.++;
                                   Dreyfus Municipal Money Market Fund,
                                        Inc.++;
                                   Dreyfus New Jersey Intermediate Municipal
                                        Bond Fund++;
                                   Dreyfus New Jersey Municipal Bond Fund,
                                        Inc.++;
                                   Dreyfus New Jersey Municipal Money Market
                                        Fund, Inc.++;
                                   Dreyfus New Leaders Fund, Inc.++;
                                   Dreyfus New York Insured Tax Exempt Bond
                                        Fund++;
                                   Dreyfus New York Municipal Cash
                                        Management++;
                                   Dreyfus New York Municipal Income, Inc.++;
                                   Dreyfus New York Tax Exempt Bond Fund,
                                        Inc.++;
                                   Dreyfus New York Tax Exempt Intermediate
                                        Bond Fund++;
                                   Dreyfus New York Tax Exempt Money Market
                                        Fund++;
                                   Dreyfus Ohio Municipal Money Market Fund,
                                        Inc.++;
CHRISTINE PAVALOS                  Dreyfus 100% U.S. Treasury Intermediate
(cont'd)                                Term Fund++;
                                   Dreyfus 100% U.S. Treasury Long Term
                                        Fund++;
                                   Dreyfus 100% U.S. Treasury Money Market
                                        Fund++;
                                   Dreyfus 100% U.S. Treasury Short Term
                                        Fund++;
                                   Dreyfus Pennsylvania Intermediate
                                        Municipal Bond Fund++;
                                   Dreyfus Pennsylvania Municipal Money
                                        Market Fund++;
                                   Dreyfus Service Corporation*;
                                   Dreyfus Short-Intermediate Government
                                        Fund++;
                                   Dreyfus Short-Intermediate Municipal Bond
                                        Fund++;
                                   Dreyfus Short-Term Income Fund, Inc.++;
                                   The Dreyfus Socially Responsible Growth
                                        Fund, Inc.++;
                                   Dreyfus Strategic Governments Income,
                                        Inc.++;
                                   Dreyfus Strategic Growth, L.P.++;
                                   Dreyfus Strategic Income++;
                                   Dreyfus Strategic Investing++;
                                   Dreyfus Strategic Municipal Bond Fund,
                                        Inc.++;
                                   Dreyfus Strategic Municipals, Inc.++;
                                   Dreyfus Tax Exempt Cash Management++;
                                   The Dreyfus Third Century Fund, Inc.++;
                                   Dreyfus Treasury Cash Management++;
                                   Dreyfus Treasury Prime Cash Management++;
                                   Dreyfus Variable Investment Fund++;
                                   Dreyfus-Wilshire Target Funds, Inc.++;
                                   Dreyfus Worldwide Dollar Money Market
                                        Fund, Inc.++;
                                   First Prairie Cash Management++;
                                   First Prairie Diversified Asset Fund++;
                                   First Prairie Money Market Fund++;
                                   First Prairie Tax Exempt Bond Fund,
                                        Inc. ++;
                                   First Prairie Municipal Money Market
                                        Fund++;
                                   First Prairie U.S. Government Income
                                        Fund++;
                                   First Prairie U.S. Treasury Securities
                                        Cash Management++;
                                   FN Network Tax Free Money Market Fund,
                                        Inc.++;
                                   General California Municipal Bond Fund,
                                        Inc.++;
                                   General California Municipal Money Market
                                        Fund++;
                                   General Government Securities Money Market
                                        Fund, Inc.++;
                                   General Money Market Fund, Inc.++;
                                   General Municipal Bond Fund, Inc.++;
CHRISTINE PAVALOS                  General Municipal Money Market Fund,
(cont'd)                                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 Municipal Money Market Fund, Inc.
          47)  Dreyfus New Jersey Intermediate Municipal Bond Fund
          48)  Dreyfus New Jersey Municipal Bond Fund, Inc.
          49)  Dreyfus New Jersey Municipal Money Market Fund, Inc.
          50)  Dreyfus New Leaders Fund, Inc.
          51)  Dreyfus New York Insured Tax Exempt Bond Fund
          52)  Dreyfus New York Municipal Cash Management
          53)  Dreyfus New York Tax Exempt Bond Fund, Inc.
          54)  Dreyfus New York Tax Exempt Intermediate Bond Fund
          55)  Dreyfus New York Tax Exempt Money Market Fund
          56)  Dreyfus Ohio Municipal Money Market Fund, Inc.
          57)  Dreyfus 100% U.S. Treasury Intermediate Term Fund
          58)  Dreyfus 100% U.S. Treasury Long Term Fund
          59)  Dreyfus 100% U.S. Treasury Money Market Fund
          60)  Dreyfus 100% U.S. Treasury Short Term Fund
          61)  Dreyfus Pennsylvania Intermediate Municipal Bond Fund
          62)  Dreyfus Pennsylvania Municipal Money Market Fund
          63)  Dreyfus Short-Intermediate Government Fund
          64)  Dreyfus Short-Intermediate Municipal Bond Fund
          65)  Dreyfus Short-Term Income Fund, Inc.
          66)  The Dreyfus Socially Responsible Growth Fund, Inc.
          67)  Dreyfus Strategic Growth, L.P.
          68)  Dreyfus Strategic Income
          69)  Dreyfus Strategic Investing
          70)  Dreyfus Tax Exempt Cash Management
          71)  The Dreyfus Third Century Fund, Inc.
          72)  Dreyfus Treasury Cash Management
          73)  Dreyfus Treasury Prime Cash Management
          74)  Dreyfus Variable Investment Fund
          75)  Dreyfus-Wilshire Target Funds, Inc.
          76)  Dreyfus Worldwide Dollar Money Market Fund, Inc.
          77)  First Prairie Cash Management
          78)  First Prairie Diversified Asset Fund
          79)  First Prairie Money Market Fund
          80)  First Prairie Municipal Money Market Fund
          81)  First Prairie Tax Exempt Bond Fund, Inc.
          82)  First Prairie U.S. Government Income Fund
          83)  First Prairie U.S. Treasury Securities Cash Management
          84)  FN Network Tax Free Money Market Fund, Inc.
          85)  General California Municipal Bond Fund, Inc.
          86)  General California Municipal Money Market Fund
          87)  General Government Securities Money Market Fund, Inc.
          88)  General Money Market Fund, Inc.
          89)  General Municipal Bond Fund, Inc.
          90)  General Municipal Money Market Fund, Inc.
          91)  General New York Municipal Bond Fund, Inc.
          92)  General New York Municipal Money Market Fund
          93)  Pacific American Fund
          94)  Peoples Index Fund, Inc.
          95)  Peoples S&P MidCap Index Fund, Inc.
          96)  Premier Insured Municipal Bond Fund
          97)  Premier California Municipal Bond Fund
          98)  Premier GNMA Fund
          99)  Premier Growth Fund, Inc.
          100) Premier Municipal Bond Fund
          101) Premier New York Municipal Bond Fund
          102) 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                   None

Robert H. Schmidt*       President and Director                  None

Joseph S. DiMartino*     Executive Vice President and Director   Director/
                                                                 Vice
                                                                 President

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                               Vice
                                                                 President

Robert F. Dubuss*        Treasurer                               None

Maurice Bendrihem*       Controller                              None

Michael J. Dolitsky*     Assistant Controller                    None

Susan Verbil Goldgraben* Assistant Treasurer                     None

Christine Pavalos*       Assistant Secretary                     Assistant
                                                                 Secretary


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

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

Elie M. Genadry*         President                               None

Craig E. Smith*          Executive Vice President                None

Peter Moeller*           Vice President and Sales Manager        None

Kristina Williams
Pomano Beach, FL         Vice President-Administration           None

James Barr
Newton, MA               Regional Vice President                 None

Mary B. Brundage
Pasadena, CA             Regional Vice President                 None

Edward Donley
Latham, NY               Regional Vice President                 None

Thomas Ellis
Ranchero Murietta, CA    Regional Vice President                 None

Glenn Farinacci*         Regional Vice President                 None

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

William Frey
Hoffman Estates, IL      Regional Vice President                 None

Suzanne Haley
Tampa, FL                Regional Vice President                 None

Philip Jochem
Warrington, PA           Regional Vice President                 None

Richard P. Kundracik
Waterford, MI            Regional Vice President                 None

Michael Lane
Beaver Falls, PA         Regional Vice President                 None

Fred Lanier
Atlanta, GA              Regional Vice President                 None

Beth Presson
Colchester, VT           Regional Vice President                 None

Joseph Reaves
New Orleans, LA          Regional Vice President                 None

Christian Renninger
Germantown, MD           Regional Vice President                 None

Robert J. Richardson
Houston, TX              Regional Vice President                 None

Kurt Wiessner
Minneapolis, MN          Regional Vice President                 None


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

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

Elie M. Genadry*         President                               None

Donald A. Nanfeldt*      Executive Vice President                None

Charles Cardona**        Senior Vice President-                  None
                              Institutional Services

Stacy Alexander*         Vice President-Bank Wholesale           None

Eric Almquist*           Vice President-Eastern Regional         None
                              Sales Manager

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

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

Stephen Burke*           Vice President-Bank Wholesaler          None
                              Sales Manager

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

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

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

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

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

William Davis
Bellevue, WA             Vice President                          None

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

William E. Findley****   Vice President                          None

Mary Genet*****          Vice President                          None

Melinda Miller Gordon*   Vice President                          None

Christina Haydt++        Vice President-Institutional Sales      None

Carol Anne Kelty*        Vice President-Institutional Sales      None

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

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

Bradford Lange*          Vice President-Bank Wholesale           None

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

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

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

Mary McCabe***           Vice President-Bank Wholesale           None

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

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

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

Andrew Pearson+++        Vice President-Institutional Sales      None

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

Dwight Pierce+           Vice President-Bank Wholesale           None

Lorianne Pinto*          Vice President-Bank Wholesale           None

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

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

Emil Samman*             Vice President-Institutional
                              Marketing                          None

Edward Sands*             Vice President-Institutional
                              Administration                     None

William Schalda*         Vice President-Institutional            None
                              Administration

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

Brant Snavely
Charlotte, NC            Vice President-Bank Wholesale           None

Thomas Stallings
Richmond, VA             Vice President-Institutional Sales      None

Elizabeth Biordi         Vice President-Institutional
     Wieland*                 Administration                     None

Thomas Winnick
Malverne, PA             Vice President-Bank Wholesale           None

Jeanne Butler*           Assistant Vice President-
                              Institutional Operations           None

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

Tracy Hopkins**          Assistant Vice President-
                              Institutional Operations           None

Lois Paterson*           Assistant Vice President-
                              Institutional Operations           None

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

Patrick Synan**          Assistant Vice President-
                              Institutional Support              None

Emilie Tongalson**        Assistant Vice President-
                              Institutional Servicing            None

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

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


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

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

Elie M. Genadry*         President                               None

Robert W. Stone*         Executive Vice President                None

Leonard Larrabee*        Vice President and Senior Counsel       None

George Anastasakos*      Vice President                          None

Bart Ballinger++         Vice President-Sales                    None

Paula Cleary*            Vice President-Marketing                None

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

William Gallagher*       Vice President-Sales                    None

Brent Glading*           Vice President-Sales                    None

Jeffrey Lejune
Dallas, TX               Vice President-Sales                    None

Samuel Mancino**         Vice President-Installation             None

Joanna Morris*           Vice President-Sales                    None

Joseph Pickert++         Vice President-Sales                    None

Alison Saunders**        Vice President-Enrollment               None

Scott Zeleznik*          Vice President-Sales                    None

Alana Zion*              Vice President-Sales                    None

Jeffrey Blake*           Assistant Vice President-Sales          None




_____________________________________________________



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




Item 30.    Location of Accounts and Records
            ________________________________

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

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

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

Item 31.    Management Services
_______     ___________________

            Not Applicable

Item 32.    Undertakings
________    ____________

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

  (2)       To furnish each person to whom a prospectus is delivered with a
            copy of its latest annual report to shareholders, upon request
            and without charge.
    

   

                                  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 18th day of April, 1994.

                    GENERAL MUNICIPAL BOND 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 4/18/94
______________________________   Officer) and Director
Richard J. Moynihan

/s/John J. Pyburn*               Treasurer (Principal Financial 4/18/94
_____________________________    and Accounting Officer)
John J. Pyburn

/s/Clifford L. Alexander, Jr.*   Director                       4/18/94
_____________________________
Clifford L. Alexander, Jr.

/s/Peggy C. Davis*               Director                       4/18/94
_____________________________
Peggy C. Davis

/s/Joseph S. DiMartino*          Director                       4/18/94
_____________________________
Joseph S. DiMartino

/s/Ernest Kafka*                 Director                       4/18/94
_____________________________
Ernest Kafka

/s/Saul B. Klaman*               Director                       4/18/94
_____________________________
Saul B. Klaman

/s/Nathan Leventhal*             Director                       4/18/94
_____________________________
Nathan Leventhal
    

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

                              INDEX OF EXHIBITS


                                                   Page
   
(5)             Management Agreement . . . . . . . . .

(6)(a)          Distribution Agreement . . . . . . . .

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

(11)            Consent of Ernst & Young,
                Independent Auditors . . . . . . . . .
   
    

(16)            Schedules of Computation of
                Performance Data . . . . . . . . . . .

   
Other Exhibits

           (b)  Certificate of Secretary . . . . . . .

    







                      MANAGEMENT AGREEMENT

               GENERAL TAX EXEMPT BOND FUND, INC.
                       600 Madison Avenue
                    New York, New York  10022


                                        October 31, 1983



The Dreyfus Corporation
767 Fifth Avenue
New York, New York  10153

Dear Sirs:

     General Tax Exempt Bond Fund, Inc., a Maryland corporation
(the "Fund"), herewith confirms its agreement with you as
follows:

     The Fund desires to employ its capital by investing and
reinvesting the same in investments of the type and in accordance
with the limitations specified in its Articles of Incorporation
and in its Prospectus as from time to time in effect, copies of
which have been or will be submitted to you, and in such manner
and to such extent as may from time to time be approved by the
Fund's Board of Directors.  The Fund desires to employ you to act
as its investment adviser.

     In this connection it is understood that from time to time
you will employ or associate with yourself such person or persons
as you may believe to be particularly fitted to assist you in the
performance of this Agreement.  Such person or persons may be
officers or employees who are employed by both you and the Fund.
The compensation of such person or persons shall be paid by you
and no obligation may be incurred on the Fund's behalf in any
such respect.

     Subject to the supervision and approval of the Fund's Board
of Directors, you will provide investment management of the
Fund's portfolio in accordance with the Fund's investment
objectives and policies as stated in its Prospectus as from time
to time in effect.  In connection therewith, you will obtain and
provide investment research and will supervise the Fund's
investments and conduct a continuous program of investment,
evaluation and, if appropriate, sale and reinvestment of the
Fund's assets. You will furnish to the Fund such statistical
information, with respect to the investments which the Fund may
hold or contemplate purchasing, as the Fund may reasonably
request.  The Fund wishes to be informed of important
developments materially affecting its portfolio and shall expect
you, on your own initiative, to furnish to the Fund from time to
time such information as you may believe appropriate for this
purpose.

     You shall exercise your best judgment in rendering the
services to be provided to the Fund hereunder and the Fund agrees
as an inducement to your undertaking the same that you shall not
be liable hereunder for any error of judgment or mistake of law
or for any loss suffered by the Fund, provided that nothing
herein shall be deemed to protect or purport to protect you
against any liability to the Fund or to its security holders to
which you would otherwise be subject by reason of willful
misfeasance, bad faith or gross negligence in the performance of
your duties hereunder, or by reason of your reckless disregard of
your obligations and duties hereunder.

     In addition, you will supply office facilities (which may be
in your own offices), data processing services, clerical,
accounting and bookkeeping services, internal auditing and legal
services, internal executive and administrative services, and
stationery and office supplies; prepare reports to shareholders
of the Fund, tax returns, reports to and filings with the
Securities and Exchange Commission and state Blue Sky
authorities; calculate the net asset value of shares of the Fund;
and generally assist in all aspects of the Fund's operations.


     In consideration of services rendered pursuant to this
Agreement, the Fund will pay you on the first business day of
each month a fee at the annual rate of .55 of 1% of the value of
the Fund's average daily net assets.  Net asset value shall be
computed on each day that the New York Stock Exchange is open for
business, as of the close of trading on such Exchange or at such
other time or times as may be permitted by applicable statute or
regulation.  The fee for the period from the date of the
commencement of the initial public sale of the Fund's shares to
the end of the month during which such sale shall have been
commenced shall be pro-rated according to the proportion which
such period bears to the full monthly period, and upon any
termination of this Agreement before the end of any month, the
fee for such part of a month shall be pro-rated according to the
proportion which such period bears to the full monthly period and
shall be payable upon the date of termination of this Agreement.

     For the purpose of determining fees payable to you, the
value of the Fund's net assets shall be computed in the manner
specified in the Fund's Articles of Incorporation for the
computation of the value of the Fund's net assets.

     You will bear all expenses in connection with the
performance of your services under this Agreement.  All other
expenses to be incurred in the operation of the Fund including
taxes, interest, brokerage fees and commissions, if any, fees of
directors who are not officers, directors, employees or holders
of 5% or more of your outstanding voting securities, Securities
and Exchange Commission fees and state Blue Sky qualification
fees, advisory fees, charges of custodians, transfer and dividend
disbursing agents' fees, certain insurance premiums, outside
auditing and legal expenses, costs of independent pricing
service, costs of maintaining corporate existence, costs
attributable to investor services, (including, without
limitation, telephone and personnel expenses), costs of
preparing, printing and distributing prospectuses, costs of
stockholders' reports and corporate meetings and any
extraordinary expenses will be borne by the Fund.  It is
understood that certain stockholder servicing, administration
and/or distribution expenses to be incurred in connection with
the Fund's shares will be paid in part from the fees paid to you,
your past profits or any other source available to you and that
the Fund will reimburse you or your broker/dealer subsidiary for
certain of those payments.

     If in any fiscal year the aggregate expenses of the Fund
(including fees pursuant to this Agreement, but excluding
interest, taxes, brokerage and, with the prior written consent of
the necessary state securities commissions, extraordinary
expenses) exceed 1 1/2% of the average value of the Fund's net
assets for the fiscal year, the Fund may deduct from the fees to
be paid to you hereunder, or you will bear, such excess expenses.

Your obligation pursuant hereto will not be limited to the amount
of your fees hereunder.  Such deduction or payment, if any, will
be estimated, reconciled and effected or paid, as the case may
be, on a monthly basis.

     The Fund understands that you now act, and that from time to
time hereafter you may act, as investment adviser to one or more
other investment companies and fiduciary or other managed
accounts, and the Fund has no objection to your so acting,
provided that when purchase or sale of securities of the same
issuer is suitable for the investment objectives of two or more
companies or accounts managed by you which have available funds
for investment, the available securities will be allocated in a
manner believed by you to be equitable to each company or
account.  It is recognized that in some cases this procedure may
adversely affect the price paid or received by the Fund or the
size of the position obtainable for or disposed of by the Fund.

     In addition, it is understood that the persons employed by
you to assist in the performance of your duties hereunder will
not devote their full time to such service and nothing contained
herein shall be deemed to limit or restrict your right or the
right of any of your affiliates to engage in and devote time and
attention to other businesses or to render services of whatever
kind or nature.

     You shall not be liable for any error of judgment or mistake
of law or for any loss suffered by the Fund in connection with
the matters to which this Agreement relates, except for a loss
resulting from willful misfeasance, bad faith or gross negligence
on your part in the performance of your duties or from reckless
disregard by you of your obligations and duties under this
Agreement.  Any person, even though also your officer, partner,
employee or agent, who may be or become an officer, director,
employee or agent of the Fund, shall be deemed, when rendering
services to the Fund or acting on any business of the Fund, to be
rendering such services to or acting solely for the Fund and not
as your officer, partner, employee, or agent or one under your
control or direction even though paid by you.

     This Agreement shall continue until October 31, 1985 and
thereafter shall continue automatically for successive annual
periods ending on October 31 of each year, provided such
continuance is specifically approved at least annually by (i) the
Fund's Board of Directors or (ii) a vote of a majority (as
defined in the Investment Company Act of 1940) of the Fund's
outstanding voting securities, provided that in either event the
continuance also is approved by a majority of the Fund's
Directors who are not "interested persons" (as defined in said
Act) of any party to this Agreement, by vote cast in person at a
meeting called for the purpose of voting on such approval.  This
Agreement is terminable without penalty, on not more than 60
days' notice, by the Fund's Board of Directors or by vote of
holders of a majority of the Fund's shares or, upon not less than
90 days' notice, by you.  This Agreement also will terminate
automatically in the event of its assignment (as defined in said
Act).

     If the foregoing is in accordance with your understanding,
will you kindly so indicate by signing and returning to us the
enclosed copy hereof.

                                        Very truly yours,



                                        GENERAL TAX EXEMPT
                                        BOND FUND, INC.


                                        By:
                                             Richard J. Moynihan


Accepted:

THE DREYFUS CORPORATION


By:
     Daniel C. Maclean




                     DISTRIBUTION AGREEMENT

               GENERAL TAX EXEMPT BOND FUND, INC.
                       600 Madison Avenue
                    New York, New York 10022



                                                 October 31, 1983


Dreyfus Service Corporation
600 Madison Avenue
New York, New York 10022

Dear Sirs:

          This is to confirm that, in consideration of the
agreements hereinafter contained, the undersigned, General Tax
Exempt Bond Fund, Inc., a Maryland corporation (the "Fund"), has
agreed that you shall be, for the period of this Agreement, the
distributor of shares of Common Stock of the Fund.

          1.   Services as Distributor

          1.1  You will act as agent for the distribution of
shares of the Fund covered by, and in accordance with, the
registration statement and prospectus then in effect under the
Securities Act of 1933, as amended, and will transmit promptly
any orders received by you for purchase or redemption of shares
of the Fund to The Bank of New York or any successor as Transfer
and Dividend Disbursing Agent for the Fund of which the Fund has
notified you in writing.

          1.2  You agree to use your best efforts to solicit
orders for the sale of shares of the Fund.  It is contemplated
that you will enter into service agreements with securities
dealers, financial institutions, and other industry
professionals, such as investment advisers, accountants and
estate planning firms, and in so doing you will act only on your
own behalf as principal.

          1.3  You shall act as distributor of the Fund's shares
in compliance with all applicable laws, rules and regulations,
including, without limitation, all rules and regulations made or
adopted pursuant to the Investment Company Act of 1940, as
amended, by the Securities and Exchange Commission or any
securities association registered under the Securities Exchange
Act of 1934, as amended.

          1.4  Whenever in their judgment such action is
warranted by market, economic or political conditions, or by
abnormal circumstances of any kind, the Fund's officers may
decline to accept any orders for, or make any sales of, any
shares of the Fund's capital stock until such time as they deem
it advisable to accept such orders and to make such sales and the
Fund shall promptly advise you of such determination.

          1.5  The Fund agrees to pay all costs and expenses in
connection with the registration of the Fund's capital stock
under the Securities Act of 1933, as amended, and all expenses in
connection with maintaining facilities for the issue and transfer
of the Fund's shares and for supplying information, prices and
other data to be furnished by the Fund hereunder, and all
expenses in connection with preparing, printing and distributing
the Fund's prospectuses.

          1.6  The Fund agrees to execute any and all documents
and to furnish any and all information and otherwise to take all
actions which may be reasonably necessary in the discretion of
the Fund's officers in connection with the qualification of the
Fund's shares for sale in such states as you may designate to the
Fund and the Fund may approve, and the Fund agrees to pay all
expenses which may be incurred in connection with such
qualification.  You shall pay all expenses connected with your
own qualification as a dealer under state or Federal laws and,
except as otherwise specifically provided in this agreement, all
other expenses incurred by you in connection with the sale of the
Fund's shares as contemplated in this agreement.  It is
understood that certain shareholder servicing, administration
and/or distribution expenses to be incurred in connection with
the Fund's shares will be paid as provided in a Service Plan
adopted in accordance with Rule 12b-1 under the Investment
Company Act of 1940, as amended.

          1.7  The Fund shall furnish you from time to time, for
use in connection with the sale of the Fund's shares, such
information with respect to the Fund and its shares as you may
reasonably request, all of which shall be signed by one or more
of the Fund's duly authorized officers; and the Fund warrants
that the statements contained in any such information, when so
signed by the Fund's officers, shall be true and correct.  The
Fund also shall furnish you upon request with:  (a) semi-annual
reports and annual audited reports of the Fund's books and
accounts made by independent public accountants regularly
retained by the Fund, (b) quarterly earnings statements prepared
by the Fund, (c) a monthly itemized list of the securities in the
Fund's portfolio, (d) monthly balance sheets as soon as
practicable after the end of each month, and (e) from time to
time such additional information regarding the Fund's financial
condition as you may reasonably request.

          1.8  The Fund represents to you that all registration
statements and prospectuses filed by the Fund with the Securities
and Exchange Commission under the Securities Act of 1933, as
amended, with respect to the shares of the Fund's capital stock
have been carefully prepared in conformity with the requirements
of said Act and rules and regulations of the Securities and
Exchange Commission thereunder.  As used in this agreement the
terms "registration statement" and "prospectus" shall mean any
registration statement and prospectus filed with the Securities
and Exchange Commission and any amendments and supplements
thereto which at any time shall have been filed with said
Commission.  The Fund represents and warrants to you that any
registration statement and prospectus, when such registration
statement becomes effective, will contain all statements required
to be stated therein in conformity with said Act and the rules
and regulations of said Commission; that all statements of fact
contained in any such registration statement and prospectus will
be true and correct when such registration statement becomes
effective; and that neither any registration statement nor any
prospectus when such registration statement becomes effective
will include an untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary
to make the statements therein not misleading.  The Fund may but
shall not be obligated to propose form time to time such
amendment or amendments to any registration statement and such
supplement or supplements to any prospectus as, in the light of
future developments, may, in the opinion of the Fund's counsel,
be necessary or advisable.  If the Fund shall not propose such
amendment or amendments and/or supplement or supplements within
fifteen days after receipt by the Fund of a written request from
you to do so, you may, at your option, terminate this agreement
or decline to make offers of the Fund's securities until such
amendments are made.  The Fund shall not file any amendment to
any registration statement or supplement to any prospectus
without giving you reasonable notice thereof in advance;
provided, however, that nothing contained in this agreement shall
in any way limit the Fund's right to file at any time such
amendments to any registration statement and/or supplements to
any prospectus, of whatever character, as the Fund may deem
advisable, such right being in all respects absolute and
unconditional.

          1.9  The Fund authorizes you to use any prospectus in
the form furnished to you from time to time, in connection with
the sale of the Fund's shares.  The Fund agrees to indemnify,
defend and hold you, your several officers and directors, and any
person who controls you within the meaning of Section 15 of the
Securities Act of 1933, as amended, free and harmless from and
against any and all claims, demands, liabilities and expenses
(including the cost of investigating or defending such claims,
demands or liabilities and any counsel fees incurred in
connection therewith) which you, your officers and directors, or
any such controlling person, may incur under the Securities Act
of 1933, as amended, or under common law or otherwise, arising
out of or based upon any untrue statement, or alleged untrue
statement, of a material fact contained in any registration
statement or any prospectus or arising out of or based upon any
omission, or alleged omission, to state a material fact required
to be stated in either any registration statement or any
prospectus or necessary to make the statements in either thereof
not misleading; provided, however, that the Fund's agreement to
indemnify you, your officers or directors, and any such
controlling person shall not be deemed to cover any claims,
demands, liabilities or expenses arising out of any untrue
statement or alleged untrue statement or omission or alleged
omission made in any registration statement or prospectus in
reliance upon and in conformity with written information
furnished to the Fund by you specifically for use in the
preparation thereof.  The Fund's agreement to indemnify you, your
officers and directors, and any such controlling person, as
aforesaid, is expressly conditioned upon the Fund's being
notified of any action brought against you, your officers or
directors, or any such controlling person, such notification to
be given by letter or by telegram addressed to the Fund at its
principal office in New York, New York within ten days after the
summons or other first legal process shall have been served.  The
failure so to notify the Fund of any such action shall not
relieve the Fund from any liability which the Fund may have to
the person against whom such action is brought by reason of any
such untrue, or alleged untrue, statement or omission, or alleged
omission, otherwise than on account of the Fund's indemnity
agreement contained in this paragraph 1.9.  The Fund will be
entitled to assume the defense of any suit brought to enforce any
such claim, demand or liability, but, in such case, such defense
shall be conducted by counsel of good standing chosen by the Fund
and approved by you.  In the event the Fund elects to assume the
defense of any such suit and retain counsel of good standing
approved by you, the defendant or defendants in such suit shall
bear the fees and expenses of any additional counsel retained by
any of them; but in case the Fund does not elect to assume the
defense of any such suit, or in case you do not approve of
counsel chosen by the Fund, the Fund will reimburse you, your
officers and directors, or the controlling person or persons
named as defendant or defendants in such suit, for the fees and
expenses of any counsel retained by you or them.  The Fund's
indemnification agreement contained in this paragraph 1.9 and the
Fund's representations and warranties in this agreement shall
remain operative and in full force and effect regardless of any
investigation made by or on behalf of you, your officers and
directors, or any controlling person, and shall survive the
delivery of any shares of the Fund's capital stock. This
agreement of indemnity will inure exclusively to your benefit, to
the benefit of your several officers and directors, and their
respective estates, and to the benefit of any controlling persons
and their successors.  The Fund agrees promptly to notify you of
the commencement of any litigation or proceedings against the
Fund or any of its officers or directors in connection with the
issue and sale of any of the Fund's capital stock.

          1.10 You agree to indemnify, defend and hold the Fund,
its several officers and directors, and any person who controls
the Fund within the meaning of Section 15 of the Securities Act
of 1933, as amended, free and harmless from and against any and
all claims, demands, liabilities and expenses (including the cost
of investigating or defending such claims, demands or liabilities
and any counsel fees incurred in connection therewith) which the
Fund, its officers or directors, or any such controlling person,
may incur under the Securities Act of 1933, as amended, or under
common law or otherwise, but only to the extent that such
liability or expense incurred by the Fund, its officers or
directors, or such controlling person resulting from such claims
or demands, shall arise out of or be based upon any untrue, or
alleged untrue, statement of a material fact contained in
information furnished in writing by you to the Fund specifically
for use in the Fund's registration statement and used in the
answers to any of the items of the registration statement or in
the corresponding statements made in the prospectus, or shall
arise out of or be based upon any omission, or alleged omission,
to state a material fact in connection with such information
furnished in writing by you to the Fund and required to be stated
in such answers or necessary to make such information not
misleading.  Your agreement to indemnify the Fund, its officers
and directors, and any such controlling person, as aforesaid, is
expressly conditioned upon your being notified of any action
brought against the Fund, its officers or directors, or any such
controlling person, such notification to be given by letter or
telegram addressed to you at your principal office in New York,
New York within ten days after the summons or other first legal
process shall have been served.  You shall have the right to
control the defense of such action, with counsel of your own
choosing, satisfactory to the Fund, if such action is based
solely upon such alleged misstatement or omission on your part,
and in any other event the Fund, its officers or directors or
such controlling person shall each have the right to participate
in the defense or preparation of the defense of any such action.
The failure so to notify you of any such action shall not relieve
you from any liability which you may have to the Fund, its
officers or directors, or to such controlling person by reason of
any such untrue, or alleged untrue, statement or omission, or
alleged omission, otherwise than on account of your indemnity
agreement contained in this paragraph 1.10.

          1.11 No shares of the Fund's capital stock shall be
offered by either you or the Fund under any of the provisions of
this agreement and no orders for the purchase or sale of such
stock hereunder shall be accepted by the Fund if and so long as
the effectiveness of the registration statement then in effect or
any necessary amendments thereto shall be suspended under any of
the provisions of the Securities Act of 1933, as amended, or if
and so long as a current prospectus as required by Section 10 of
said Act, as amended, is not on file with the Securities and
Exchange Commission; provided, however, that nothing contained in
this paragraph 1.11 shall in any way restrict or have an
application to or bearing upon the Fund's obligation to
repurchase shares of the Fund's capital stock from any
stockholder in accordance with the provisions of the Fund's
prospectus or Articles of Incorporation.

          1.12 The Fund agrees to advise you immediately in
writing:

               (a)  of any request by the Securities and Exchange
Commission for amendments to the registration statement or
prospectus then in effect or for additional information;

               (b)  in the event of the issuance by the
Securities and Exchange Commission of any stop order suspending
the effectiveness of the registration
statement or prospectus then in effect or the initiation of any
proceeding for that purpose;

               (c)  of the happening of any event which makes
untrue any statement of a material fact made in the registration
statement or prospectus then in effect or which requires the
making of a change in such registration statement or prospectus
in order to make the statements therein not misleading; and

               (d)  of all actions of the Securities and Exchange
Commission with respect to any amendments to any registration
statement or prospectus which may from time to time be filed with
the Securities and Exchange Commission.

          2.   Term

          This Agreement shall continue until October 31, 1985
and thereafter shall continue automatically for successive annual
periods ending on October 31 of each year, provided such
continuance is specifically approved at least annually by (i) the
Fund's Board of Directors or (ii) a vote of a majority (as
defined in the Investment Company Act of 1940, as amended) of the
Fund's outstanding voting securities, provided that in either
event the continuance also is approved by a majority of the
Fund's directors who are not "interested persons" (as defined in
said Act) of any party to this agreement, by vote cast in person
at a meeting called for the purpose of voting on such approval.
This agreement is terminable without penalty, on not less than 60
days' notice, by the Fund's Board of Directors, by vote of
holders of a majority of the Fund's shares, or by you.  This
agreement will also terminate automatically in the event of its
assignment (as defined in said Act).

          Please confirm that the foregoing is in accordance with
your understanding by indicating your acceptance hereof at the
place below indicated, whereupon it shall become a binding
agreement between us.

                                   Yours very truly,



                                   GENERAL TAX EXEMPT
                                   BOND FUND, INC.





                                   By:
                                      Richard J. Moynihan


Accepted:

DREYFUS SERVICE CORPORATION


By:
   Daniel C. Maclean



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:  ______________________________


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: ________________________








              ******** INSERT ERNST & YOUNG CONSENT HERE ********







                        GENERAL MUNICIPAL BOND FUND, INC.

                     AVERAGE ANNUAL TOTAL RETURN COMPUTATION


     Average annual total return computation from inception through 2/28/94
             based upon the following formula:

                                      n
                            P( 1 + T )  =   ERV


          where: P = a hypothetical initial payment of $1,000
                 T = average annual total return
                 n = number of years
                ERV = ending redeemable value as of 2/28/94  of a $1,000
                    hypothetical investment made on 3/21/84  (inception)



                                  9.945
                  1000( 1 + T )         =  2,716.24

                                T       =     10.57%
                                          ==========





                    GENERAL MUNICIPAL BOND FUND, INC.

                         TOTAL RETURN COMPUTATION

        Total return computation from inception through 2/28/94
                 based upon the following formula:



                         [ C + ( C x B ) ] - A
                         ---------------------
                  T =           A



        where:    A = NAV at beginning of period
                  B = Additional shares purchased through dividend reinvestment
                  C = NAV at end of period
                  T = Total return




                  T =   [ 15.46 +  (  15.46 x   1.19619 ) ] - 12.50
                        --------------------------------------------
                                      12.50


                                T =  171.62%
                                    ========




                     GENERAL MUNICIPAL BOND FUND, INC.


                        SEC 30 DAY YIELD CALCULATION



INCOME        1/30/94          -    2/28/94                $6,021,401.48

EXPENSES      1/30/94          -    2/28/94                  $843,624.52

Average Shares Entitled to Dividend
              1/30/94          -    2/28/94               78,104,394.464

NAV per share 2/28/94                                             $15.46



x     =           6,021,401.48 -        843,624.52
              ------------------------------------------
                78,104,394.464 x             15.46

x     =               0.004288


                               6
30 Day yield =  2 [( 1 + x)    -1]

                                                     6
30 Day yield =   2 [ (    1 +             0.004288 ) -1]

30 Day yield =            5.20%
              =================




                               TAX EQUIVALENT YIELD



Taxable portion of yield       =                                    0.00%
Tax exempt portion of yield    =                                    5.20%
                                                         ----------------
              Yield            =                                    5.20%
                                                         ================
Federal Tax Bracket =                                              39.60%
                                                         ================

                                              5.20
Tax Equivalent Yield  =        -------------------- =               8.61%
                               ( 1 -        0.3960 )     ================





                         GENERAL MUNICIPAL BOND FUND, INC.

                      AVERAGE ANNUAL TOTAL RETURN COMPUTATION


         Average annual total return computation from 2/28/93  through 2/28/94
                   based upon the following formula:

                                n
                     P( 1 + T )       =   ERV


          where: P = a hypothetical initial payment of $1,000
                 T = average annual total return
                 n = number of years
               ERV = ending redeemable value as of    2/28/94  of a $1,000
                     hypothetical investment made on  2/28/93


                                 1.00
                   1000( 1 + T )      =    1,054.99

                                T     =        5.50%
                                        ============





                         GENERAL MUNICIPAL BOND FUND, INC.

                      AVERAGE ANNUAL TOTAL RETURN COMPUTATION


         Average annual total return computation from 2/28/89  through 2/28/94
                   based upon the following formula:

                                n
                     P( 1 + T )       =   ERV


          where: P = a hypothetical initial payment of $1,000
                 T = average annual total return
                 n = number of years
               ERV = ending redeemable value as of    2/28/94  of a $1,000
                     hypothetical investment made on  2/28/89

                                 5.00
                   1000( 1 + T )      =    1,665.60

                                T     =       10.74%
                                        ============


                                                         OTHER EXHIBITS (b)


                      GENERAL MUNICIPAL BOND FUND, INC.

                          Certificate of Secretary

     The undersigned, Christine Pavalos, Assistant Secretary of General
Municipal Bond Fund, Inc. (the "Fund"), hereby certifies that set forth
below is a copy of the resolution adopted by the Fund's Board of Directors
authorizing the signing of Mark N. Jacobs or Robert R. Mullery on behalf
of the Fund pursuant to a power of attorney:

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

     IN WITNESS WHEREOF, I have hereunto signed my name and affixed the
seal of the Fund on February 18, 1994.

                                     /s/Christine Pavalos
                                     ______________________________
                                     Christine Pavalos
                                     Assistant Secretary


(SEAL)




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