DREYFUS FOUNDERS FUNDS INC, 497, 2000-05-01

DREYFUS FOUNDERS FUNDS INC
497, 2000-05-01

Previous: FORTUNE NATURAL RESOURCES CORP, 4, 2000-05-01

Next: GANNETT CO INC /DE/, 4, 2000-05-01

Dreyfus Founders Funds, Inc.

PROSPECTUS

CLASS F SHARES

MAY 1, 2000

---------------------------------------------------------
DREYFUS FOUNDERS BALANCED FUND
DREYFUS FOUNDERS DISCOVERY FUND
DREYFUS FOUNDERS FOCUS FUND
DREYFUS FOUNDERS GOVERNMENT SECURITIES FUND
DREYFUS FOUNDERS GROWTH FUND
DREYFUS FOUNDERS GROWTH AND INCOME FUND
DREYFUS FOUNDERS INTERNATIONAL EQUITY FUND
DREYFUS FOUNDERS MID-CAP GROWTH FUND
DREYFUS FOUNDERS MONEY MARKET FUND
DREYFUS FOUNDERS PASSPORT FUND
DREYFUS FOUNDERS WORLDWIDE GROWTH FUND
---------------------------------------------------------

The Class F shares offered by this Prospectus are open only to grandfathered
investors.

As with other mutual funds, the Securities and Exchange Commission has not
approved or disapproved of these Funds' shares or determined whether the
information in this Prospectus is accurate or complete. Anyone who tells you
otherwise is committing a criminal offense.
<PAGE>
TABLE OF CONTENTS
- -------------------------------------------------------------------------------

OUR INVESTMENT APPROACH ................................................... 1

ABOUT THE FUNDS ........................................................... 2

FUND BY FUND SUMMARIES .................................................... 3

DREYFUS FOUNDERS BALANCED FUND ........................................ 4

DREYFUS FOUNDERS DISCOVERY FUND ....................................... 6

DREYFUS FOUNDERS FOCUS FUND ........................................... 8

DREYFUS FOUNDERS GOVERNMENT SECURITIES FUND ........................... 10

DREYFUS FOUNDERS GROWTH FUND .......................................... 12

DREYFUS FOUNDERS GROWTH AND INCOME FUND ............................... 14

DREYFUS FOUNDERS INTERNATIONAL EQUITY FUND ............................ 16

DREYFUS FOUNDERS MID-CAP GROWTH FUND .................................. 18

DREYFUS FOUNDERS MONEY MARKET FUND .................................... 20

DREYFUS FOUNDERS PASSPORT FUND ........................................ 22

DREYFUS FOUNDERS WORLDWIDE GROWTH FUND ................................ 24

i
<PAGE>
TABLE OF CONTENTS (CONTINUED)
- -------------------------------------------------------------------------------
FEES AND EXPENSES ......................................................... 26

MORE ABOUT INVESTMENT OBJECTIVES, STRATEGIES, AND RISKS ................... 28

WHO MANAGES THE FUNDS ..................................................... 33

ABOUT YOUR INVESTMENT ..................................................... 36

YOUR SHARE PRICE ...................................................... 36

INVESTING IN THE FUNDS ................................................ 37

DOING BUSINESS WITH DREYFUS FOUNDERS FUNDS ............................ 40

SELLING SHARES ........................................................ 44

TRANSACTION POLICIES .................................................. 46

FOR MORE INFORMATION ON YOUR ACCOUNT .................................. 49

DIVIDENDS AND DISTRIBUTIONS ............................................... 51

TAXES ..................................................................... 52

SHAREHOLDER AND TRANSFER AGENCY SERVICES .................................. 53

BROKERAGE ALLOCATION ...................................................... 53

FINANCIAL HIGHLIGHTS ...................................................... 54

ii
<PAGE>
OUR INVESTMENT APPROACH
- -------------------------------------------------------------------------------

Colorado-based Founders Asset Management LLC ("Founders") manages the Dreyfus
Founders Funds using a "growth style" of investing. We use a consistent,
bottom-up approach to build equity portfolios, searching one-by-one for
companies whose fundamental strengths suggest the potential to provide superior
earnings growth over time. When a company's fundamentals are strong, we believe
earnings growth will follow. Using this disciplined approach, we look for both
domestic and foreign companies having some or all of the following
characteristics:

o growth that is faster than a company's peers

o growth that is faster than the market as a whole and sustainable over the
long term

o strong management team

o leading market positions and growing brand identities

o financial, marketing, and operating strength

We go beyond Wall Street analysis and perform our own intensive in-house
research to determine whether companies meet our growth criteria. We often meet
company management teams and other key staff face-to-face, talk to suppliers,
customers and competitors, and tour corporate facilities and manufacturing
plants to get a complete picture of the company before we invest.

Founders is the growth specialist affiliate of The Dreyfus Corporation, a
leading mutual fund complex with more than $127 billion in its mutual fund
portfolios as of December 31, 1999. Founders and Dreyfus are subsidiaries of
Mellon Financial Corporation, a broad-based financial services company.

KEY CONCEPTS

WHAT THE FUNDS ARE--AND AREN'T. These Funds are mutual funds: pooled
investments that are professionally managed and give you the opportunity
to participate in financial markets. They strive to meet their stated
goals, although as with all mutual funds, they cannot offer guaranteed
results. You could lose money in these Funds, but you also have the
potential to make money.

An investment in the Funds is not a bank deposit, and is not insured
or guaranteed by the Federal Deposit Insurance Corporation or any other
government agency.

1
<PAGE>
ABOUT THE FUNDS
- -------------------------------------------------------------------------------

AGGRESSIVE GROWTH FUNDS

o Dreyfus Founders Discovery Fund

o Dreyfus Founders Focus Fund

o Dreyfus Founders Mid-Cap Growth Fund

o Dreyfus Founders Passport Fund

The aggressive growth funds, other than Focus Fund, generally invest in
faster-growing and more volatile stocks. Focus Fund generally invests in a core
group of only 20-30 mostly large-cap common stocks, and this concentrated
portfolio increases its volatility. These aggressive growth funds may be
suitable for your investment plan if you have a long time horizon and are
comfortable with short-term volatility.

GROWTH FUNDS

o Dreyfus Founders Growth Fund

o Dreyfus Founders International Equity Fund

o Dreyfus Founders Worldwide Growth Fund

Investors may use growth funds to form the core of their long-term
investment plan because they may be less volatile over time than aggressive
growth funds, while still maintaining the potential for growth. Growth funds may
be suitable for your investment plan if you have a long time horizon.

GROWTH AND INCOME FUNDS

o Dreyfus Founders Balanced Fund

o Dreyfus Founders Growth and Income Fund

These Funds invest in companies that tend to be larger and more established
and that may pay dividends. The Balanced Fund invests at least 25% of its total
assets in investment grade fixed-income securities. While these Funds still
carry risks, they generally present less risk than aggressive growth or pure
growth funds.

INCOME FUNDS

o Dreyfus Founders Government Securities Fund

o Dreyfus Founders Money Market Fund

These Funds are our lowest-risk funds. They may be suitable for you if you
have a short-term investment horizon, desire more safety and liquidity than may
be available with equity funds, seek a modest level of income, or consider
yourself a "saver" rather than an investor.

KEY CONCEPTS

Each Fund, other than Government Securities and Money Market Funds, offers
multiple classes of shares. This Prospectus describes Class F shares. As
described in more detail on page 37, Class F shares are generally offered only
to existing shareholders of the Dreyfus Founders Funds who have continuously
maintained a Fund account since December 30, 1999. The other classes of shares,
with their own fee structures, are offered by a separate prospectus which is
available from your financial services representative. All share classes of a
Fund invest in the same underlying portfolio of securities and have the same
management team. However, because of different fees and expenses, the
performance of share classes varies.

2
<PAGE>
FUND BY FUND SUMMARIES
- -------------------------------------------------------------------------------

The following descriptions provide an overview of each Fund's investment
objective and principal investment strategies, list the main risks of investing
in the Funds, and show historical investment performance. More detailed
information about the Funds' investment strategies and associated risks begins
on page 28. Please keep in mind that no Fund can guarantee that it will meet its
investment objective and that, as with any investment, you can lose money by
investing in the Funds.

A Fund's Morningstar category is subject to change.

KEY CONCEPTS
COMPARATIVE INDEXES provide a basis for comparing a Fund's historical
performance against a comparable unmanaged securities market index. The indexes
used in this Prospectus account for both change in security price and
reinvestment of dividends and, except as noted, do not reflect the costs of
managing a mutual fund. You may not invest directly in these indexes.

3
<PAGE>
DREYFUS FOUNDERS BALANCED FUND
- -------------------------------------------------------------------------------

CLASS F TICKER SYMBOL: FRINX MORNINGSTAR CATEGORY:
Domestic Hybrid
INVESTMENT OBJECTIVE
Current income and capital appreciation

PRINCIPAL INVESTMENT STRATEGY
Balanced Fund normally invests in a balanced portfolio of common stocks, U.S.
and foreign government securities, and a variety of corporate fixed-income
obligations.
o For the equity portion of its portfolio, the Fund emphasizes investments in
common stocks with the potential for capital appreciation. These stocks
generally pay regular dividends, although the Fund also may invest in
non-dividend-paying companies if, in our opinion, they offer better
prospects for capital appreciation. Normally, the Fund will invest a
significant percentage (up to 75%) of its total assets in equity securities.
o The Fund will maintain a minimum of 25% of its total assets in fixed-income,
investment-grade securities rated Baa or higher by Moody's Investors
Service, Inc. ("Moody's") or BBB or higher by Standard & Poor's ("S&P").
There is no maximum limit on the amount of straight debt securities in which
the Fund may invest, and the Fund may invest up to 100% of its assets in
such securities for temporary defensive purposes.
o The Fund also may invest up to 30% of its total assets in foreign
securities, with no more than 25% of its total assets invested in the
securities of any one foreign country.

- -------------------------------------------------------------------------------

The following information provides an indication of the risks of investing in
the Fund by showing changes in the Fund's performance from year to year and by
showing how the Fund's average annual returns compare with those of a broad
measure of market performance. Past performance is no guarantee of future
results.
- -------------------------------------------------------------------------------

Year-by-Year Total Return
as of 12/31 of each year-Class F Shares
<TABLE>

<CAPTION>
1990 1991 1992 1993 1994 1995 1996 1997 1998 1999
- ------ ------ ----- ------ ------ ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
- -4.99% 22.86% 6.02% 21.85% -1.94% 29.41% 18.76% 16.92% 13.96% -2.22%
</TABLE>
Best Quarter: Q2 1997 10.06% Worst Quarter: Q3 1990 -7.33%

4
<PAGE>
MAIN RISKS OF INVESTING
The primary risks of investing in this Fund are:

o STOCK MARKET RISK. The value of the stocks and other securities owned by the
Fund will fluctuate depending on the performance of the companies that
issued them, general market and economic conditions, and investor
confidence. In addition, whether or not our assessment of a company's
potential to increase earnings faster than the rest of the market is
correct, the securities in the portfolio may not increase in value, and
could even decrease in value.

KEY CONCEPTS
DEBT SECURITY: represents money
borrowed that must be repaid to the
lender at a future date. Bonds,
notes, bills, and money market
instruments are all debt securities.

o INTEREST RATE RISK. When interest rates change, the value of the
fixed-income portion of the Fund will be affected. An increase in interest
rates tends to reduce the market value of debt securities, while a decline
in interest rates tends to increase their values.

o CREDIT RISK. The value of the debt securities held by the Fund fluctuates
with the credit quality of the issuers of those securities. Credit risk
relates to the ability of the issuer to make payments of principal and
interest when due, including default risk.

- -------------------------------------------------------------------------------

Average Annual Total Returns as of 12/31/99

One Year 5 Years 10 Years
-------- ------- --------
Balanced Fund-Class F* -2.22% 14.90% 11.47%
S&P 500 Index 21.03% 28.55% 18.20%
Lipper Balanced Fund Index 8.98% 16.33% 12.26%

*Inception date 2/19/63

- -------------------------------------------------------------------------------
THE S&P 500 INDEX IS THE STANDARD & POOR'S COMPOSITE
INDEX OF 500 STOCKS, A WIDELY RECOGNIZED UNMANAGED INDEX
OF COMMON STOCKS. THE LIPPER BALANCED FUND INDEX IS AN
AVERAGE OF THE PERFORMANCE OF THE 30 LARGEST BALANCED FUNDS
TRACKED BY LIPPER, INC. AND REFLECTS THE EXPENSES OF
MANAGING THE MUTUAL FUNDS INCLUDED IN THE INDEX.

<PAGE>
DREYFUS FOUNDERS DISCOVERY FUND
- --------------------------------------------------------------------------------

CLASS F TICKER SYMBOL: FDISX MORNINGSTAR CATEGORY:
Small Growth
INVESTMENT OBJECTIVE
Capital appreciation

PRINCIPAL INVESTMENT STRATEGY
Discovery Fund seeks to apply our growth approach by targeting small and
relatively unknown companies with high growth potential. Discovery Fund will
normally invest at least 65% of its total assets in common stocks of small-cap
companies. Typically, these companies are not listed on a national securities
exchange, but trade on the over-the-counter market. The Fund also may invest in
larger companies if, in our opinion, they represent better prospects for capital
appreciation. Although the Fund normally will invest in common stocks of
U.S.-based companies, it may invest up to 30% of its total assets in foreign
securities.

- -------------------------------------------------------------------------------
The following information provides an indication of the risks of investing in
the Fund by showing changes in the Fund's performance from year to year and by
showing how the Fund's average annual returns compare with those of a broad
measure of market performance. Past performance is no guarantee of future
results.
- -------------------------------------------------------------------------------

Year-by-Year Total Return
as of 12/31 of each year-Class F Shares
<TABLE>

<CAPTION>
1990 1991 1992 1993 1994 1995 1996 1997 1998 1999
- ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
13.17% 62.47% 15.17% 10.81% -7.75% 31.30% 21.21% 11.95% 14.19% 94.59%
</TABLE>
Best Quarter: Q4 1999 41.85% Worst Quarter: Q3 1998 -22.73%

6
<PAGE>
MAIN RISKS OF INVESTING
The primary risks of investing in this Fund are:

o SMALL COMPANY RISK. While small companies may offer greater opportunity for
capital appreciation than larger and more established companies, they also
involve substantially greater risks of loss and price fluctuations. Small
companies may be in the early stages of development; have limited product
lines, markets or financial resources; and may lack management depth. These
companies may be more affected by intense competition from larger companies,
and the trading markets for their securities may be less liquid and more
volatile than securities of larger companies. This means that the Fund could
have greater difficulty selling a security of a small-cap issuer at an
acceptable price, especially in periods of market volatility. Also, it may
take a substantial period of time before the Fund realizes a gain on an
investment in a small-cap company, if it realizes any gain at all.

KEY CONCEPTS
SMALL-CAP COMPANIES: generally, those
companies with market capitalizations
of less than $2.2 billion. This range
may fluctuate depending on changes in
the value of the stock market as a
whole.

MARKET CAPITALIZATION: the value of a
corporation calculated by multiplying
the number of its outstanding shares
of common stock by the current market
price of a share.

o SECTOR RISK. Securities of companies within specific sectors of the economy
can perform differently than the overall market. This may be due to changes
in such things as the regulatory or competitive environment or to changes in
investor perceptions regarding a sector. Because the Fund may allocate
relatively more assets to certain industry sectors than others, the Fund's
performance may be more susceptible to any developments which affect those
sectors emphasized by the Fund.

- -------------------------------------------------------------------------------

Average Annual Total Returns as of 12/31/99

One Year 5 Years 10 Years
-------- ------- --------
Discovery Fund-Class F* 94.59% 31.68% 23.96%
Russell 2000 Index 21.26% 16.69% 13.40%

*Inception date 12/31/89

- -------------------------------------------------------------------------------
THE RUSSELL 2000 INDEX IS A WIDELY RECOGNIZED UNMANAGED
SMALL-CAP INDEX COMPRISING COMMON STOCKS OF THE 2,000
U.S. PUBLIC COMPANIES NEXT IN SIZE AFTER THE LARGEST
1,000 PUBLICLY TRADED U.S. COMPANIES.

7
<PAGE>
DREYFUS FOUNDERS FOCUS FUND
- -------------------------------------------------------------------------------

MORNINGSTAR CATEGORY: Large Growth
INVESTMENT OBJECTIVE
Long-term growth of capital

PRINCIPAL INVESTMENT STRATEGY
Focus Fund seeks long-term growth by normally investing in a concentrated
portfolio of 20-30 common stocks that are selected for their long-term growth
potential. Although the Fund can invest in any size company, it generally
invests in larger, more established companies.The Fund may invest up to 30% of
its total assets in foreign securities, with no more than 25% in any one foreign
country.

MAIN RISKS OF INVESTING
The primary risks of investing in this Fund are:

o CONCENTRATED PORTFOLIO RISK. Focus Fund is a "non-diversified" mutual
fund, which means that it may own larger positions in a smaller number of
securities than portfolios that are "diversified." This means that an
increase or decrease in the value of a single security likely will have a
greater impact on the Fund's NAV and total return than in a diversified
portfolio. As a result, while Focus Fund may offer greater opportunity for
higher investment returns, it also involves substantially greater risk of
loss. Focus Fund's share prices may also be more volatile than those of a
diversified fund, including the other Dreyfus Founders Funds.

- -------------------------------------------------------------------------------
Focus Fund inception date was December 31, 1999. The Fund has no historical
performance as of the date of this Prospectus.
- -------------------------------------------------------------------------------

8
<PAGE>
o STOCK MARKET RISK. The value of the stocks and other securities owned by the
Fund will fluctuate depending on the performance of the companies that
issued them, general market and economic conditions, and investor
confidence. In addition, whether or not our assessment of a company's
potential to increase earnings faster than the rest of the market is
correct, the securities in the portfolio may not increase in value, and
could even decrease in value.

o INVESTMENT STYLE RISK. Market performance tends to be cyclical, and during
various cycles, certain investment styles may fall in and out of favor. If
the market is not favoring the Fund's growth style of investing, the Fund's
gains may not be as big as, or its losses may be bigger than, other equity
funds using different investment styles.

KEY CONCEPTS
LARGE COMPANIES: generally, companies
that have market capitalizations of
more than $9 billion. This range may
fluctuate depending on changes in the
value of the stock market as a whole.

9
<PAGE>
DREYFUS FOUNDERS GOVERNMENT SECURITIES FUND
- -------------------------------------------------------------------------------

CLASS F TICKER SYMBOL: FGVSX MORNINGSTAR CATEGORY:
Intermediate Government

INVESTMENT OBJECTIVE
Current income

PRINCIPAL INVESTMENT STRATEGY
Government Securities Fund normally invests at least 65% of its total assets in
obligations of the U.S. government. These include Treasury bills, notes, and
bonds and Government National Mortgage Association (GNMA) pass-through
securities, which are supported by the full faith and credit of the U.S.
Treasury, as well as obligations of other agencies and instrumentalities of the
U.S. government. Additionally, the Fund may invest in securities issued by
foreign governments and/or their agencies. However, the Fund will not invest
more than 25% of its total assets in the securities of any one foreign country.
The maturity of the Fund's investments will be long (10 or more years),
intermediate (three to 10 years), or short (three years or less). The proportion
invested by the Fund in each category can be expected to vary depending upon our
evaluation of market patterns and trends.

- -------------------------------------------------------------------------------

Year-by-Year Total Return
as of 12/31 of each year-Class F Shares
<TABLE>
<CAPTION>
1990 1991 1992 1993 1994 1995 1996 1997 1998 1999
- -------- -------- -------- -------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
4.40% 14.90% 5.30% 9.30% -7.50% 11.10% 2.34% 7.90% 9.76% -3.77%
</TABLE>
Best Quarter: Q3 1998 6.04% Worst Quarter: Q1 1994 -4.40%

10
<PAGE>
MAIN RISKS OF INVESTING
The primary risks of investing in this Fund are:

o INTEREST RATE RISK. When interest rates change, the value of the Fund's
holdings will be affected. An increase in interest rates tends to reduce the
market value of debt securities, while a decline in interest rates tends to
increase their values.

KEY CONCEPTS
BOND is an IOU (debt security) issued by a
government or corporation that pays a
stated rate of interest and returns the
face value on the maturity date.

MATURITY is the length of time until a bond
or other debt instrument "matures" or
becomes due and
payable.

o PREPAYMENT RISK. This relates primarily to mortgage-backed securities.
During a period of declining interest rates, homeowners may refinance their
high-rate mortgages and prepay the principal. Cash from these prepayments
flows through to prepay the mortgage-backed securities, necessitating
reinvestment in bonds with lower interest rates, which may lower the return
of the Fund.

- -------------------------------------------------------------------------------

Average Annual Total Returns as of 12/31/99

One Year 5 Years 10 Years
-------- ------- --------
Government Securities
Fund-Class F* -3.77% 5.32% 5.17%
Lehman Brothers U.S.
Treasury Composite Index -2.52% 7.39% 7.45%

*Inception date 3/1/88

- -------------------------------------------------------------------------------
THE LEHMAN BROTHERS U.S. TREASURY COMPOSITE INDEX
COMPRISES ALL PUBLIC OBLIGATIONS OF THE U.S. TREASURY
(EXCLUDING CERTAIN SECURITIES) THAT HAVE AT LEAST ONE
YEAR TO MATURITY AND AN OUTSTANDING PAR VALUE OF AT
LEAST $100 MILLION.

11
<PAGE>
DREYFUS FOUNDERS GROWTH FUND
- -------------------------------------------------------------------------------

CLASS F TICKER SYMBOL: FRGRX MORNINGSTAR CATEGORY:
Large Growth
INVESTMENT OBJECTIVE
Long-term growth of capital

PRINCIPAL INVESTMENT STRATEGY
Growth Fund pursues long-term growth by normally investing at least 65% of its
total assets in common stocks of well-established, high-quality growth
companies. These companies tend to have strong performance records, solid market
positions, reasonable financial strength, and continuous operating records of
three years or more. The Fund may also invest up to 30% of its total assets in
foreign securities, with no more than 25% invested in any one foreign country.

MAIN RISKS OF INVESTING
The primary risks of investing in this Fund are:

Year-by-Year Total Return
as of 12/31 of each year-Class F Shares

<TABLE>

<CAPTION>
1990 1991 1992 1993 1994 1995 1996 1997 1998 1999
- -------- -------- -------- -------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
-10.60% 47.39% 4.32% 25.53% -3.35% 45.59% 16.57% 26.59% 25.04% 39.06%
</TABLE>
Best Quarter: Q4 1999 31.77% Worst Quarter: Q3 1990 -14.83%

12
<PAGE>
o INVESTMENT STYLE RISK. Market performance tends to be cyclical, and during
various cycles, certain investment styles may fall in and out of favor. If
the market is not favoring the Fund's growth style of investing, the Fund's
gains may not be as big as, or its losses may be bigger than, other equity
funds using different investment styles.

KEY CONCEPTS
Founders uses a BOTTOM-UP APPROACH,
meaning we analyze the fundamentals
of individual companies rather than
focusing on broader market themes.

- -------------------------------------------------------------------------------

Average Annual Total Returns as of 12/31/99

One Year 5 Years 10 Years
-------- ------- --------
Growth Fund-Class F* 39.06% 30.16% 20.07%
S&P 500 Index 21.03% 28.55% 18.20%

*Inception date 1/5/62

13
<PAGE>
DREYFUS FOUNDERS GROWTH AND INCOME FUND
- -------------------------------------------------------------------------------

CLASS F TICKER SYMBOL: FRMUX MORNINGSTAR CATEGORY:
Large Blend

INVESTMENT OBJECTIVE
Long-term growth of capital and income

PRINCIPAL INVESTMENT STRATEGY
Growth and Income Fund, a large-company fund, seeks long-term growth of capital
and income by primarily investing in common stocks of large, well-established,
stable and mature companies of great financial strength, commonly known as
"blue chip" companies. These companies generally have long records of
profitability and dividend payments and a reputation for high-quality
management, products, and services. The Fund normally invests at least 65% of
its total assets in "blue chip" stocks that:

o are included in a widely recognized index of stock market performance, such
as the Dow Jones Industrial Average or the Standard & Poor's 500 Index

o generally pay regular dividends

The Fund may invest in non-dividend-paying companies if, in our opinion, they
offer better prospects for capital appreciation. The Fund may also invest up to
30% of its total assets in foreign securities.

<CAPTION>
1990 1991 1992 1993 1994 1995 1996 1997 1998 1999
- -------- -------- -------- -------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
0.44% 28.34% -0.26% 14.49% 0.53% 29.06% 24.37% 19.44% 17.78% 15.03%
</TABLE>
Best Quarter: Q4 1999 17.77% Worst Quarter: Q3 1990 -11.26%

14
<PAGE>
MAIN RISKS OF INVESTING
The primary risks of investing in this Fund are:

KEY CONCEPTS
DIVIDEND: a payment of stock or cash
from a company's profits to its
stockholders.

- -------------------------------------------------------------------------------

Average Annual Total Returns as of 12/31/99

One Year 5 Years 10 Years
-------- ------- --------
Growth and Income
Fund-Class F* 15.03% 21.03% 14.41%
S&P 500 Index 21.03% 28.55% 18.20%

*Inception date 7/5/38

15
<PAGE>
DREYFUS FOUNDERS INTERNATIONAL EQUITY FUND
- -------------------------------------------------------------------------------

CLASS F TICKER SYMBOL: FOIEX MORNINGSTAR CATEGORY:
Foreign Stock

INVESTMENT OBJECTIVE
Long-term growth of capital

PRINCIPAL INVESTMENT STRATEGY
International Equity Fund, an international fund, pursues long-term growth by
normally investing at least 65% of its total assets in foreign equity securities
from a minimum of three countries outside the United States, including both
established and emerging economies. The Fund will not invest more than 50% of
its assets in the securities of any one foreign country. Although the Fund
intends to invest substantially all of its assets in issuers located outside the
United States, it may at times invest in U.S.-based companies.

MAIN RISKS OF INVESTING
The primary risks of investing in this Fund are:

o FOREIGN INVESTMENT RISK. Investments in foreign securities involve different
risks than U.S. investments, including fluctuations in currency exchange
rates, potential unstable political and economic structures, reduced
availability of public information and lack of uniform financial reporting
and regulatory practices similar to those that apply to U.S. issuers.

Year-by-Year Total Return
as of 12/31 of each year-Class F Shares

<TABLE>

<CAPTION>
1990 1991 1992 1993 1994 1995 1996 1997 1998 1999
- -------- -------- -------- -------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
18.60% 16.11% 17.01% 58.71%
</TABLE>
Best Quarter: Q4 1999 39.78% Worst Quarter: Q3 1998 -14.58%

16
<PAGE>
o EMERGING MARKETS RISK. A country that is in the initial stages of its
industrial cycle is considered to be an emerging markets country. Such
countries are subject to more economic, political, and business risk than
major industrialized nations, and the securities issued by companies located
there may have more volatile share prices and be less liquid than those of
securities issued by companies at later stages of the industrial cycle.

KEY CONCEPTS
FOREIGN SECURITIES are securities of
issuers, wherever organized, that have
their principal business activities out-
side of the United States. We consider
where the issuer's assets are located,
whether the majority of the issuer's gross
income is earned outside of the United
States, or whether the issuer's principal
stock exchange listing is outside of the
United States.

- -------------------------------------------------------------------------------
Average Annual Total Returns as of 12/31/99

One Year Since Inception
---------- ---------------
International Equity
Fund-Class F* 58.71% 25.85%
Morgan Stanley Capital
International World ex. U.S. Index 27.93% 13.49%

*Inception date 12/29/95

- -------------------------------------------------------------------------------
THE MORGAN STANLEY CAPITAL INTERNATIONAL WORLD EX. U.S. INDEX IS AN AVERAGE OF
THE PERFORMANCE OF SELECTED SECURITIES LISTED ON THE STOCK EXCHANGES OF EUROPE,
CANADA, AUSTRALIA, NEW ZEALAND AND THE FAR EAST. THE SINCE INCEPTION PERFORMANCE
DATA FOR THE INDEX IS FROM DECEMBER 31, 1995 THROUGH DECEMBER 31, 1999.

17
<PAGE>
DREYFUS FOUNDERS MID-CAP GROWTH FUND
- -------------------------------------------------------------------------------

CLASS F TICKER SYMBOL: FRSPX MORNINGSTAR CATEGORY:
Mid-Cap Growth

INVESTMENT OBJECTIVE
Capital appreciation

PRINCIPAL INVESTMENT STRATEGY
Mid-Cap Growth Fund seeks capital appreciation by emphasizing investments in
equity securities of medium-size companies that we believe have favorable growth
prospects. Mid-Cap Growth Fund will normally invest at least 65% of its total
assets in equity securities of companies within the market capitalization range
of companies comprising the Standard & Poor's Mid-Cap 400 Index. The Fund also
may invest in larger or smaller companies if, in our opinion, they represent
better prospects for capital appreciation. The Fund may invest up to 30% of its
total assets in foreign securities, with no more than 25% of its total assets
invested in the securities of any one foreign country.

Year-by-Year Total Return
as of 12/31 of each year-Class F Shares
<TABLE>

<CAPTION>
1990 1991 1992 1993 1994 1995 1996 1997 1998 1999
- -------- -------- -------- -------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
-10.41% 63.66% 8.30% 16.02% -4.90% 25.69% 15.33% 16.43% -1.73% 42.27%
</TABLE>
Best Quarter: Q4 1999 33.99% Worst Quarter: Q3 1998 -29.87%

18
<PAGE>

MAIN RISKS OF INVESTING
The primary risks of investing in this Fund are:

o SMALL AND MEDIUM-SIZE COMPANY RISK. While small and medium-size companies
may offer greater opportunity for capital appreciation than larger and more
established companies, they also involve greater risks of loss and price
fluctuations. Small companies, and to an extent medium-size companies, may
be in the early stages of develop- ment; have limited product lines, markets
or financial resources; and may lack management depth. These companies may
be more affected by intense competition from larger companies, and the
trading markets for their securities may be less liquid and more volatile
than securities of larger companies. This means that the Fund could have
greater difficulty selling a security of a small or medium-size issuer at an
acceptable price, especially in periods of market volatility. Also, it may
take a substantial period of time before the Fund realizes a gain on an
investment in a small or medium-size company, if it realizes any gain at
all.

KEY CONCEPTS
MEDIUM-SIZE COMPANIES: generally,
companies that have market
capitalizations between $2.2 billion
and $9 billion. This range may
fluctuate depending on changes in the
value of the stock market as a whole.

o SECTOR RISK. Securities of companies within specific sectors of the economy
can perform differently than the overall market. This may be due to changes
in such things as the regulatory or competitive environment or to changes in
investor perceptions. regarding a sector. Because the Fund may allocate
relatively more assets to certain industry sectors than others, the Fund's
performance may be more susceptible to any developments which affect those
sectors emphasized by the Fund.

- -------------------------------------------------------------------------------
Average Annual Total Returns as of 12/31/99

One Year 5 Years 10 Years
-------- ------- --------
Mid-Cap Growth Fund-Class F* 42.27% 18.73% 15.25%
S&P MidCap 400 Index 14.72% 23.05% 17.32%

*Inception date 9/8/61

- -------------------------------------------------------------------------------
THE S&P MIDCAP 400 INDEX IS AN UNMANAGED GROUP OF 400 DOMESTIC STOCKS CHOSEN FOR
THEIR MARKET SIZE, LIQUIDITY, AND INDUSTRY GROUP REPRESENTATIONS.

19
<PAGE>
DREYFUS FOUNDERS MONEY MARKET FUND

CLASS F TICKER SYMBOL: FMMXX
INVESTMENT OBJECTIVE
Maximum current income consistent with the preservation of capital and liquidity

PRINCIPAL INVESTMENT STRATEGY
Money Market Fund invests in high-quality money market instruments with minimal
credit risks and remaining maturities of 397 calendar days or less, including
those issued by:
o Corporate issuers
o U.S. government and its agencies and instrumentalities
o U.S. and foreign banks

Money market funds are subject to strict federal requirements and must maintain
an average dollar-weighted portfolio maturity of 90 days or less.

- -------------------------------------------------------------------------------

The following information provides an indication of the risks of investing in
the Fund by showing changes in the Fund's performance from year to year. Past
performance is no guarantee of future results.
- -------------------------------------------------------------------------------

Year-by-Year Total Return
as of 12/31 of each year-Class F Shares
<TABLE>
<CAPTION>
1990 1991 1992 1993 1994 1995 1996 1997 1998 1999
- -------- -------- -------- -------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
7.30% 5.10% 2.80% 2.20% 3.40% 5.10% 4.51% 4.70% 4.67% 4.35%
</TABLE>
Best Quarter: Q2 1990 1.83% Worst Quarter: Q2 1993 0.50%

20
<PAGE>
MAIN RISKS OF INVESTING
The primary risks of investing in this Fund are:

o INTEREST RATE RISK. When interest rates change, the Fund's yield will be
affected. An increase in interest rates tends to increase the Fund's yield,
while a decline in interest rates tend to reduce its yield.

o CREDIT RISK. The value of the debt securities held by the Fund fluctuates
with the credit quality of the issuers of those securities. Credit risk
relates to the ability of the issuer to meet interest or principal payments,
or both, as they become due.

KEY CONCEPTS
MONEY MARKET is the economic market
that exists to provide very short-term
funding to corporations, municipalities,
and the U.S. government.

o INFLATION RISK. This refers to the risk that your investment will not
provide enough income to keep pace with inflation.

An investment in Money Market Fund is not insured or guaranteed by the
Federal Deposit Insurance Corporation or any other government agency. Although
the Fund seeks to preserve the value of your investment at $1.00 per share, it
is possible to lose money by investing in the Fund.

- -------------------------------------------------------------------------------

Average Annual Total Returns as of 12/31/99

One Year 5 Years 10 Years
-------- ------- --------
Money Market Fund-Class F* 4.35% 4.67% 4.40%

*Inception date 6/23/81

- -------------------------------------------------------------------------------
Money Market Fund's most current seven-day yield is available by calling
1-800-232-8088.

21
<PAGE>
DREYFUS FOUNDERS PASSPORT FUND

CLASS F TICKER SYMBOL: FPSSX MORNINGSTAR CATEGORY:
Foreign Stock

INVESTMENT OBJECTIVE
Capital appreciation

PRINCIPAL INVESTMENT STRATEGY
Passport Fund, an international fund, seeks aggressive growth through
investments in equity securities of small companies outside the United States
with market capitalizations or annual revenues of $1 billion or less. Passport
Fund mainly invests in securities issued by foreign companies based in both
developed and emerging economies overseas. At least 65% of the Fund's total
assets normally will be invested in foreign securities from a minimum of three
countries. The Fund may invest in larger foreign companies or in U.S.-based
companies if, in our opinion, they represent better prospects for capital
appreciation.

MAIN RISKS OF INVESTING
The primary risks of investing in this Fund are:

Year-by-Year Total Return
as of 12/31 of each year-Class F Shares

<TABLE>

<CAPTION>
1990 1991 1992 1993 1994 1995 1996 1997 1998 1999
- -------- -------- -------- -------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
-10.36% 24.39% 20.05% 1.68% 12.50% 87.44%
</TABLE>
Best Quarter: Q4 1999 60.37% Worst Quarter: Q3 1998 -19.32%

22
<PAGE>
o EMERGING MARKETS RISK. A country that is in the initial stages of its
industrial cycle is considered to be an emerging markets country. Such
countries are subject to more economic, political, and business risk than
major industrialized nations, and the securities issued by companies located
there may have more volatile share prices and be less liquid than those of
securities issued by companies at later stages of the industrial cycle.

- -------------------------------------------------------------------------------

Average Annual Total Returns as of 12/31/99

One Year 5 Years 10 Years
-------- ------- --------
Passport Fund-Class F* 87.44% 26.20% 19.79%
Morgan Stanley Capital
International World ex. U.S. Index 27.93% 13.09% 13.21%

*Inception date 11/16/93

- -------------------------------------------------------------------------------

THE MORGAN STANLEY CAPITAL INTERNATIONAL WORLD EX. U.S. INDEX IS AN AVERAGE OF
THE PERFORMANCE OF SELECTED SECURITIES LISTED ON THE STOCK EXCHANGES OF EUROPE,
CANADA, AUSTRALIA, NEW ZEALAND AND THE FAR EAST. THE SINCE INCEPTION PERFORMANCE
DATA FOR THE INDEX IS FROM NOVEMBER 30, 1993 THROUGH DECEMBER 31, 1999.

23
<PAGE>
DREYFUS FOUNDERS WORLDWIDE GROWTH FUND
- -------------------------------------------------------------------------------

CLASS F TICKER SYMBOL: FWWGX MORNINGSTAR CATEGORY:
World Stock

INVESTMENT OBJECTIVE
Long-term growth of capital

PRINCIPAL INVESTMENT STRATEGY
Worldwide Growth Fund, a global fund, seeks long-term growth of capital by
normally investing at least 65% of its total assets in equity securities of
growth companies in a variety of markets throughout the world. The Fund may
purchase securities in any foreign country, as well as in the United States,
emphasizing common stocks of both emerging and established growth companies that
generally have proven performance records and strong market positions. The
Fund's portfolio will always invest at least 65% of its total assets in three or
more countries. The Fund will not invest more than 50% of its total assets in
the securities of any one foreign country.

- -------------------------------------------------------------------------------

Year-by-Year Total Return
as of 12/31 of each year-Class F Shares

<TABLE>

<CAPTION>
1990 1991 1992 1993 1994 1995 1996 1997 1998 1999
- -------- -------- -------- -------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
6.67% 34.80% 1.51% 29.89% -2.16% 20.63% 13.95% 10.55% 9.63% 48.78%
</TABLE>
Best Quarter: Q4 1999 38.48% Worst Quarter: Q3 1998 -16.75%

24
<PAGE>
MAIN RISKS OF INVESTING
The primary risks of investing in this Fund are:

o FOREIGN INVESTMENT RISK. Investments in foreign securities involve different
risks than U.S. investments, including fluctuations in currency exchange
rates, potential unstable political and economic structures, reduced
availability of public infor- mation and lack of uniform financial reporting
and regulatory practices similar to those that apply to U.S. issuers.

KEY CONCEPTS
GLOBAL FUND: a type of mutual fund
that may invest in securities traded
anywhere in the world, including the
United States.

o EMERGING MARKETS RISK. A country that is in the initial stages of its
industrial cycle is considered to be an emerging markets country. Such
countries are subject to more economic, political, and business risk than
major industrialized nations, and the securities issued by companies located
there may have more volatile share prices and be less liquid than those of
securities issued by companies at later stages of the industrial cycle.

- -------------------------------------------------------------------------------

Average Annual Total Returns as of 12/31/99

One Year 5 Years 10 Years
-------- ------- --------
Worldwide Growth
Fund-Class F* 48.78% 19.90% 16.48%
Morgan Stanley Capital
International World Index 24.93% 19.76% 11.42%

*Inception date 12/31/89

- -------------------------------------------------------------------------------
THE MORGAN STANLEY CAPITAL INTERNATIONAL WORLD INDEX IS AN AVERAGE OF THE
PERFORMANCE OF SELECTED SECURITIES LISTED ON THE STOCK EXCHANGES OF THE UNITED
STATES, EUROPE, CANADA, AUSTRALIA, NEW ZEALAND AND THE FAR EAST.

<PAGE>
FEES AND EXPENSES
- -------------------------------------------------------------------------------
The following table will help you understand the various costs and expenses you
will incur directly or indirectly as an investor in the Class F shares of the
Funds. We do not charge grandfathered investors any fees to buy, sell, or
exchange Class F shares (although a $6 fee will be assessed for wire
redemptions). Fund operating expenses are paid out of Fund assets and are
reflected in each Fund's share price and dividend. Except as noted, the
following figures show actual expenses of Class F shares during the year ended
December 31, 1999, and are calculated as a percentage of average net assets.

ANNUAL FUND OPERATING EXPENSES

<TABLE>

<CAPTION>
TOTAL
TOTAL ANNUAL
ANNUAL FUND
FUND OPERATING
OTHER OPERATING EXPENSES
EXPENSES(1) EXPENSES (WITH
DISTRIBUTION (WITHOUT (WITHOUT CONTRACTUAL
(12B-1) FEES REIMBURSE- REIMBURSE- REIMBURSE-
MANAGE- WITHOUT MENTS/ MENTS/ MENTS/
FUND MENT FEE WAIVERS WAIVERS) WAIVERS) WAIVERS)(2)
- ------------------------------------- -------- ------------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Balanced 0.56% 0.25% 0.17% 0.98% 0.98%
Discovery 0.92% 0.25% 0.29% 1.46% 1.46%
Focus(3) 0.85% 0.25% 0.42% 1.52% 1.50%
Government Securities 0.65% 0.25% (4) 0.63% 1.53% 1.35%
Growth 0.67% 0.25% 0.17% 1.09% 1.09%
Growth and Income 0.62% 0.25% 0.26% 1.13% 1.13%
International Equity 1.00% 0.25% 0.74% 1.99% 1.80%5
Mid-Cap Growth 0.79% 0.25% 0.38% 1.42% 1.42%
Money Market 0.50% N/A 0.41% 0.91% 0.91%
Passport 0.98% 0.25% 0.41% 1.64% 1.64%
Worldwide Growth 0.99% 0.25% 0.31% 1.55% 1.55%
</TABLE>

- ------------

1 THESE EXPENSES INCLUDE CUSTODIAN, TRANSFER AGENCY, AND ACCOUNTING AGENT FEES,
AND OTHER CUSTOMARY FUND EXPENSES.

2 FUND EXPENSES WERE FURTHER REDUCED BY EXPENSE OFFSETS FROM CREDITS EARNED ON
UNINVESTED CASH HELD OVERNIGHT AT THE CUSTODIAN. AFTER THESE EXPENSE OFFSETS,
AND THE CONTRACTUAL REIMBURSEMENTS/WAIVERS DISCUSSED BELOW, TOTAL ANNUAL FUND
OPERATING EXPENSES WERE: BALANCED FUND 0.97%, DISCOVERY FUND 1.45%, FOCUS FUND
1.50%, GOVERNMENT SECURITIES FUND 1.31%, GROWTH FUND 1.08%, GROWTH AND INCOME
FUND 1.12%, INTERNATIONAL EQUITY FUND 1.80%, MID-CAP GROWTH FUND 1.40%, MONEY
MARKET FUND 0.89%, PASSPORT FUND 1.63%, AND WORLDWIDE GROWTH FUND 1.53%. THE
CUSTODY AGREEMENT PURSUANT TO WHICH THESE CREDITS ARE MADE AVAILABLE MAY BE
TERMINATED BY THE FUNDS OR THE CUSTODIAN ON 90 DAYS' NOTICE.

3 FOCUS FUND'S "OTHER EXPENSES" ARE ESTIMATES SINCE IT IS NEWLY ORGANIZED.
FOUNDERS HAS AGREED TO LIMIT THE TOTAL EXPENSES OF FOCUS FUND PURSUANT TO A
CONTRACTUAL COMMITMENT, SO THAT TOTAL ANNUAL FUND OPERATING EXPENSES WITH
REIMBURSEMENTS, WAIVERS, AND EXPENSE OFFSETS FROM CREDITS EARNED ON UNINVESTED
CASH FOR CLASS F SHARES WILL NOT EXCEED 1.50%. THIS LIMIT WILL EXTEND THROUGH
AT LEAST MAY 31, 2001, AND WILL NOT BE TERMINATED WITHOUT THE PRIOR APPROVAL
OF THE FUNDS' BOARD OF DIRECTORS.

4 FOUNDERS HAS WAIVED CERTAIN 12B-1 FEES FOR THE CLASS F SHARES OF GOVERNMENT
SECURITIES FUND PURSUANT TO A CONTRACTUAL COMMITMENT. AFTER THE WAIVER, CLASS
F 12B-1 FEES FOR THAT FUND WERE 0.07%. THIS WAIVER WILL EXTEND THROUGH AT
LEAST MAY 31, 2001, AND WILL NOT BE TERMINATED WITHOUT THE PRIOR APPROVAL OF
THE FUNDS' BOARD OF DIRECTORS.

5 FOUNDERS HAS AGREED TO LIMIT THE TOTAL EXPENSES OF INTERNATIONAL EQUITY FUND
PURSUANT TO A CONTRACTUAL COMMITMENT, SO THAT TOTAL ANNUAL FUND OPERATING
EXPENSES WITH REIMBURSEMENTS, WAIVERS, AND EXPENSE OFFSETS FROM CREDITS EARNED
ON UNINVESTED CASH FOR CLASS F SHARES WILL NOT EXCEED 1.80%. THIS LIMIT WILL
EXTEND THROUGH AT LEAST MAY 31, 2001, AND WILL NOT BE TERMINATED WITHOUT THE
PRIOR APPROVAL OF THE FUNDS' BOARD OF DIRECTORS.

26
<PAGE>
KEY CONCEPTS
All of the Funds (except Money Market Fund) have adopted a Rule 12b-1 Plan which
allows the Funds to pay distribution fees of up to 0.25% of their respective
Class F assets for the sale and distribution of Class F shares and services
provided to Class F shareholders. The 12b-1 fee is paid out of a Fund class'
assets on an ongoing basis. Over time it will increase the cost of your
investment and may cost you more than paying other types of sales charges.

EXPENSE EXAMPLE

FUND 1 YEAR 3 YEARS 5 YEARS 10 YEARS
- ------------------------------ ------ ------- ------- --------
Balanced $100 $ 312 $ 542 $1,201
Discovery $149 $ 462 $ 797 $1,746
Focus * $155 $ 480 n/a n/a
Government Securities $156 $ 483 $ 834 $1,824
Growth $111 $ 347 $ 601 $1,329
Growth and Income $115 $ 359 $ 622 $1,375
International Equity $202 $ 624 $ 1,073 $2,317
Mid-Cap Growth $145 $ 449 $ 776 $1,702
Money Market $ 93 $ 290 $ 504 $1,120
Passport $167 $ 517 $ 892 $1,944
Worldwide Growth $158 $ 490 $ 845 $1,845

*Since Focus Fund's inception date was December 31, 1999, its one-year and
three-year expenses are estimates.

This example shows what you could pay in expenses over time. It uses the same
hypothetical conditions other funds use in their prospectuses: $10,000 initial
investment, 5% total return and no change in expenses. Because actual return and
expenses will be different, the example is for comparison only.

27
<PAGE>
MORE ABOUT INVESTMENT OBJECTIVES, STRATEGIES, AND RISKS
- -------------------------------------------------------------------------------

Each of the Funds seeks to achieve its investment objective through its unique
investment strategies. The principal investment strategies and risks of each
Fund have been described in the Fund Summaries. This section of the Prospectus
discusses other investment strategies used by the Funds and provides in more
detail the risks associated with those strategies. Although we might not always
use all of the different techniques and investments described below, some of
these techniques are designed to help reduce investment or market risks. The
Statement of Additional Information contains more detailed information about the
Funds' investment policies and risks.

OTHER PORTFOLIO INVESTMENTS AND STRATEGIES

Balanced, Discovery, Focus, International Equity, Growth, Growth and Income,
Mid-Cap Growth, Passport, and Worldwide Growth are the Equity Funds. Government
Securities Fund and Money Market Fund are the Income Funds.

FIXED-INCOME SECURITIES. While the Equity Funds generally emphasize investments
in equity securities, such as common stocks and preferred stocks, they also may
invest in fixed-income securities when we believe that these investments offer
opportunities for capital appreciation. Fixed-income securities in which the
Equity Funds might invest include bonds, debentures, and other corporate or
government obligations. For Balanced Fund, we also consider current income in
the selection of these securities.

ADRs. The Equity Funds may invest without limit in American Depositary Receipts
and American Depositary Shares (collectively, "ADRs"). ADRs are receipts
representing shares of a foreign corporation held by a U.S. bank that entitle
the holder to all dividends and capital gains on the underlying foreign shares.
ADRs are denominated in U.S. dollars and trade in the U.S. securities markets.

ADRs are subject to some of the same risks as direct investments in foreign
securities, including the risk that material information about the issuer may
not be disclosed in the United States and the risk that currency fluctuations
may adversely affect the value of the ADR.

SECURITIES THAT ARE NOT READILY MARKETABLE. Each Fund may invest up to 15% of
its net assets in securities that are not "readily marketable." This limit is
10% for Money Market Fund. A security is not readily marketable if it cannot be
sold within seven days in the ordinary course of business for approximately the
amount it is valued. For example, some securities are not registered under U.S.
securities laws and cannot be sold to the public because of Securities and
Exchange Commission ("SEC") regulations (these are known as "restricted
securities"). Under

28
<PAGE>
procedures adopted by the Funds' Board of Directors ("Board"), certain
restricted securities may be deemed liquid, and will not be counted toward the
15%/10% limits.

Investments in illiquid securities, which may include restricted securities,
involve certain risks to the extent that a Fund may be unable to sell an
illiquid security or sell at a reasonable price. In addition, in order to sell a
restricted security, a Fund might have to bear the expense and incur the delays
associated with registering the shares with the SEC.

HEDGING AND DERIVATIVE INSTRUMENTS. All of the Funds except the Money Market
Fund can enter into futures contracts and forward contracts, and may purchase
and/or write (sell) put and call options on securities, securities indexes,
futures contracts, and foreign currencies. These are sometimes referred to as
"derivative" instruments, since their values are derived from an underlying
security, index, or other financial instrument. The Funds may use derivative
instruments to engage in hedging strategies but do not use them for speculative
purposes. The Funds have limits on their use and are not required to use them in
seeking their investment objectives.

Some of these strategies may hedge a Fund's portfolio against price
fluctuations. Other hedging strategies, such as buying futures and call options,
would tend to increase a Fund's exposure to the securities market. Forward
contracts may be used to try to manage foreign currency risks on a Fund's
foreign investments. Options trading involves the payment of premiums and has
special tax effects on a Fund.

There are special risks in using particular hedging strategies. Using
derivatives can cause a Fund to lose money on its investments and/or increase
the volatility of its share prices. In addition, the successful use of
derivatives draws upon skills and experience that are different from those
needed to select the other securities in which the Funds invest. Should interest
rates or the prices of securities or financial indexes move in an unexpected
manner, a Fund may not achieve the desired benefit of these instruments, or may
realize losses and be in a worse position than if the instruments had not been
used. A Fund could also experience losses if the prices of its derivative
positions were not correlated with its other investments or if it could not
close out a position because of an illiquid market.

The Funds' investments in derivatives are subject to the Funds' internal
Derivatives Policy, which may be changed by the Funds' Board without shareholder
approval.

TEMPORARY DEFENSIVE INVESTMENTS. In times of unstable or adverse market or
economic conditions, up to 100% of the assets of the Funds can be invested in
temporary defensive instruments in an effort to enhance liquidity or preserve
capital. Temporary defensive investments generally would include cash, cash
equivalents such as commercial paper, money market instruments, short-term debt
securities, U.S. government securities, or repurchase agreements. The Funds
could also hold these types of securities

29
<PAGE>
pending the investment of proceeds from the sale of Fund shares or portfolio
securities, or to meet anticipated redemptions of Fund shares. To the extent a
Fund invests defensively in these securities, it might not achieve its
investment objective.

PORTFOLIO TURNOVER. The Funds do not have any limitations regarding portfolio
turnover. A Fund may engage in short-term trading to try to achieve its
objective and may have portfolio turnover rates in excess of 100%. A portfolio
turnover rate of 100% is equivalent to a Fund buying and selling all of the
securities in its portfolio once during the course of a year. The portfolio
turnover rates of the Funds may be higher than some other mutual funds with the
same investment objectives. Higher portfolio turnover rates increase the
brokerage costs a Fund pays and may adversely affect its performance. If a Fund
realizes capital gains when it sells portfolio investments, it generally must
pay those gains out to shareholders, increasing their taxable distributions.
This may adversely affect the after-tax performance of the Funds for
shareholders with taxable accounts. The Funds' portfolio turnover rates (other
than the Money Market Fund) for prior years are included in the "Financial
Highlights" section of this Prospectus. The Funds' current and future portfolio
turnover rates may differ significantly from their historical portfolio turnover
rates. In particular, Passport Fund's portfolio turnover rates for 1999 and
future years are expected to continue to be significantly higher than the Fund's
pre-1999 portfolio turnover rates due to the manager's investment style.

30
<PAGE>
MORE ABOUT RISK

Like all investments in securities, you risk losing money by investing in
the Funds. The Funds' investments are subject to changes in their value from
a number of factors:

o STOCK MARKET RISK. The value of the stocks and other securities owned by
the Funds will fluctuate depending on the performance of the companies
that issued them, general market and economic conditions, and investor
confidence.

o COMPANY RISK. The stocks in the Funds' portfolios may not perform as
expected. Other factors can affect a particular stock's price, such as
poor earnings reports by the issuer, loss of major customers or
management team members, major litigation against the issuer, or changes
in government regulations affecting the issuer or its industry.

o OPPORTUNITY RISK. There is the risk of missing out on an investment
opportunity because the assets necessary to take advantage of the
opportunity are held in other investments.

o INVESTMENT STYLE RISK. Market performance tends to be cyclical, and
during various cycles, certain investment styles may fall in and out of
favor. If the market is not favoring the Funds' growth style of
investing, a Fund's gains may not be as big as, or its losses may be
bigger than, other funds using different investment styles.

o FOREIGN INVESTMENT RISK. Investments in foreign securities involve different
risks than U.S. investments. These risks include:

o MARKET RISK. Foreign markets have substantially less trading volume than
U.S. markets, and are not generally as liquid as, and may be more
volatile than, those in the United States. Brokerage commissions and
other transaction costs are generally higher than in the United States,
and settlement periods are longer.

o REGULATORY RISK. There may be less governmental supervision of foreign
stock exchanges, security brokers, and issuers of securities, and less
public information about foreign companies. Also, accounting, auditing,
and financial reporting standards may be less uniform than in the United
States. Exchange control regulations or currency restrictions could
prevent cash from being brought back to the United States. The Funds may
be subject to withholding taxes and could experience difficulties in
pursuing legal remedies and collecting judgments.

o CURRENCY RISK. International Equity, Passport and Worldwide Growth
Funds' assets are invested primarily in foreign securities. Since
substantially all of their revenues are received in

31
<PAGE>
foreign currencies, these Funds' net asset value will be affected by
changes in currency exchange rates to a greater extent than funds
investing primarily in domestic securities. These Funds pay dividends in
U.S. dollars and incur currency conversion costs.

o POLITICAL RISK. Foreign investments may be subject to the possibility of
expropriation or confiscatory taxation; limitations on the removal of
funds or other assets of the Fund; and political, economic or social
instability.

o INITIAL PUBLIC OFFERINGS. The Equity Funds, particularly Discovery,
International Equity, Mid-Cap Growth, Passport, and Worldwide Growth Funds,
invest in initial public offerings ("IPOs"). Part of the historical
performance of these Funds is due to the Funds' purchase of securities sold
in IPOs. The effect of IPOs on a Fund's performance depends on a variety of
factors, including the number of IPOs a Fund invests in, whether and to what
extent a security purchased in an IPO appreciates in value, and the asset
base of the Fund. There is no guarantee that a Fund's investments in IPOs,
if any, will continue to have a similar impact on the Fund's performance.

o RISK OF FIXED-INCOME INVESTMENTS. The Funds' investments in fixed-income
securities are subject to interest rate risk and credit risk.

o INTEREST RATE RISK. When interest rates change, the value of the
fixed-income portion of a Fund will be affected. An increase in interest
rates tends to reduce the market value of debt securities, while a
decline in interest rates tends to increase their values.

o CREDIT RISK. The value of the debt securities held by a Fund fluctuates
with the credit quality of the issuers of those securities. Credit risk
relates to the ability of the issuer to make payments of principal and
interest when due, including default risk.

32
<PAGE>
WHO MANAGES THE FUNDS
- -------------------------------------------------------------------------------

THE MANAGER. Founders serves as investment adviser to each of the Funds and is
responsible for selecting the Funds' investments and handling their day-to-day
business. Founders' corporate offices are located at 2930 East Third Avenue,
Denver, Colorado 80206.

Founders and its predecessor companies have operated as investment advisers
since 1938. Founders also serves as investment adviser or sub-adviser to a
number of other investment companies and private accounts. Founders is the
growth specialist affililate of The Dreyfus Corporation, a leading mutual fund
complex with more than $127 billion in its mutual fund portfolios as of December
31, 1999. Founders and Dreyfus are investment subsidiaries of Mellon Financial
Corporation, a broad-based global financial services company.

In addition to managing each Fund's investments, Founders also provides
certain related administrative services to each Fund. For these investment and
related administrative services, each Fund pays Founders a management fee. Each
Fund's management fee for the fiscal year ended December 31, 1999 was the
following percentage of the respective Fund's average daily net assets:

Balanced Fund 0.56%
Discovery Fund 0.92%
Government Securities Fund 0.65%
Growth Fund 0.67%
Growth and Income Fund 0.62%
International Equity Fund 1.00%
Mid-Cap Growth Fund 0.79%
Money Market Fund 0.50%
Passport Fund 0.98%
Worldwide Growth Fund 0.99%

Focus Fund began operations December 31, 1999. The management fee schedule
for Focus Fund is 0.85% on the first $250 million of the Fund's average daily
net assets, 0.80% of the next $250 million, and 0.75% on average daily net
assets in excess of $500 million.

FOUNDERS' INVESTMENT MANAGEMENT TEAM.
To facilitate day-to-day Fund management, we use a lead manager and team system
for our Funds. There are three teams, each targeted toward a particular area of
the market: small- to mid-capitalization, large-capitalization, and
international investments. Each team is composed of members of our Investment
Department, including lead portfolio managers, portfolio traders, and research
analysts.

Each of these individuals shares ideas, information, knowledge, and
expertise to help in the management of the Funds. Daily decisions on security
selection for each Fund rest with the lead portfolio manager assigned to the
Fund. Through participation in the team process, the manager uses the input,
research, and recommendations of the rest of the management team in making
purchase and sale decisions.

33
<PAGE>
ROBERT T. AMMANN, VICE PRESIDENT OF INVESTMENTS. Mr. Ammann is a Chartered
Financial Analyst who has been portfolio manager of Discovery Fund since 1997.
Mr. Ammann joined Founders in 1993 as a research analyst, and became a senior
research analyst in 1996.

CURTIS J. ANDERSON, VICE PRESIDENT OF INVESTMENTS. Mr. Anderson is a Chartered
Financial Analyst who joined Founders in December 1999. He has been portfolio
manager of Balanced Fund since that time. Before joining Founders, Mr. Anderson
was a senior vice president, director of research and a portfolio manager with
First Security Investment Management, Salt Lake City, Utah, where he was
employed from 1991 to December 1999.

THOMAS M. ARRINGTON, VICE PRESIDENT OF INVESTMENTS. Mr. Arrington is a Chartered
Financial Analyst who has been the co-portfolio manager, along with Scott
Chapman, of Growth Fund since December 1998 and the domestic portion of
Worldwide Growth Fund since July 1999. Mr. Arrington has also been the portfolio
manager of Growth and Income Fund since February 1999. Mr. Arrington was
formerly vice president and director of income equity strategy at HighMark
Capital Management, Inc., a subsidiary of Union BanCal Corporation, where he was
employed from 1987 to 1998.

SCOTT A. CHAPMAN, VICE PRESIDENT OF INVESTMENTS AND DIRECTOR OF RESEARCH. Mr.
Chapman is a Chartered Financial Analyst who has been the co-portfolio manager,
along with Thomas Arrington, of Growth Fund since December 1998 and the domestic
portion of Worldwide Growth Fund since July 1999. Mr. Chapman has also been the
portfolio manager of the Focus Fund since its inception in December 1999. Mr.
Chapman was formerly vice president and director of growth strategy for HighMark
Capital Management, Inc., a subsidiary of Union BanCal Corporation, where he was
employed from 1991 to 1998.

MARGARET R. DANUSER, FIXED-INCOME MANAGER. Ms. Danuser has been the portfolio
manager of Government Securities and Money Market Funds since 1996, and has
served as Founders' fixed-income specialist since 1995.

DOUGLAS A. LOEFFLER, VICE PRESIDENT OF INVESTMENTS. Mr. Loeffler is a Chartered
Financial Analyst who has been portfolio manager for International Equity Fund
since 1997 and the foreign portion of Worldwide Growth Fund since July 1999. He
joined Founders in 1995 as a senior international equities analyst. Before
joining Founders, he spent seven years with Scudder, Stevens & Clark as an
international equities analyst and quantitative analyst.

34
<PAGE>
KEVIN S. SONNETT, VICE PRESIDENT OF INVESTMENTS. Mr. Sonnett is a Chartered
Financial Analyst who has been portfolio manager of Mid-Cap Growth Fund since
December 1999. He joined Founders in February 1997 as an equity analyst for the
small- and mid-cap team. Before joining Founders, Mr. Sonnett was an equity
analyst with the Colorado Public Retirement Association from 1995 to 1997.

TRACY P. STOUFFER, VICE PRESIDENT OF INVESTMENTS. Ms. Stouffer is a Chartered
Financial Analyst who has been portfolio manager of Passport Fund since July
1999. Before joining Founders, Ms. Stouffer was a vice president and portfolio
manager with Federated Global, Incorporated from 1995 to July 1999.

Founders has a personal securities trading policy (the "Policy") which
restricts the personal securities transactions of its employees. Its primary
purpose is to ensure that personal trading by Founders employees does not
disadvantage any Founders-managed fund. Founders portfolio managers and other
investment personnel who comply with the Policy's preclearance and disclosure
procedures may be permitted to purchase, sell or hold certain types of
securities which also may be held in the Fund(s) they advise.

35
<PAGE>
ABOUT YOUR INVESTMENT
- -------------------------------------------------------------------------------

YOUR SHARE PRICE

The price you pay for a Class F share of a Fund, and the price you receive upon
selling or redeeming a Class F share of a Fund, is called the Class' net asset
value (NAV). We calculate NAV by dividing the total net assets of Class F of a
Fund by its total number of Class F shares outstanding. We determine the NAV as
of the close of regular trading on the New York Stock Exchange (NYSE) (normally
4 p.m. Eastern time) on each day that the Exchange is open. NAV is not
calculated, and you may not conduct Fund transactions, on days the NYSE is
closed (generally weekends and New Year's Day, Martin Luther King, Jr. Day,
Presidents' Day, Good Friday, Memorial Day, Independence Day, Labor Day,
Thanksgiving Day and Christmas Day). However, the Funds may conduct portfolio
transactions on those days, particularly in foreign markets. Those transactions,
and changes in the value of the Funds' foreign securities holdings on such days,
may affect the value of Fund shares on days when you will not be able to
purchase, exchange, or redeem shares.

With the exception of Money Market Fund, the Funds use pricing services to
determine the market value of the securities in their portfolios. If market
quotations are not readily available, we value the Funds' securities or other
assets at fair value as determined in good faith by the Funds' Board of
Directors, or pursuant to procedures approved by the directors. The securities
held by Money Market Fund are valued using the amortized cost method. The NAV of
your shares when you redeem them may be more or less than the price you
originally paid, depending primarily upon the Fund's investment performance.

We will price your purchase, exchange, or redemption of Fund Class F shares
at the next NAV calculated after your order is received in good order by us or
by certain other agents of the Funds or their distributor.

36
<PAGE>
INVESTING IN THE FUNDS
- -------------------------------------------------------------------------------

Class F shares of a Fund can be purchased only by:

o Persons or entities who have continuously maintained a Fund account since
December 30, 1999.

o Any person or entity listed in the account registration for any Fund account
that has been continuously maintained since December 30, 1999, such as joint
owners, trustees, custodians, and designated beneficiaries.

o Retirement plans (such as 401(k) plans) that have continuously maintained a
Fund account since December 30, 1999. Any such plan may extend the privilege
of purchasing Class F shares to new plan participants, and the plan
participants may purchase Class F shares with rollover retirement funds.

o Customers of certain financial institutions which offer retirement or other
eligible benefit plan programs, wrap accounts or other fee-based advisory
programs, or insurance company separate accounts, and which have had
relationships with Founders and/or any Fund continuously since December 30,
1999.

o Founders employees, Fund directors, and their immediate families.

For more detailed information about eligibility, please call 1-800-525-2440. If
you hold Fund shares through a broker-dealer or other financial institution,
your eligibility to purchase Class F shares may differ depending on that
institution's policies.

37
<PAGE>
TYPES OF ACCOUNTS

The following types of account registrations are available:

o INDIVIDUAL OR JOINT TENANT. Individual accounts have a single owner. Joint
accounts have two or more owners. Unless specified otherwise, we set up
joint accounts with rights of survivorship, which means that upon the death
of one account holder, ownership passes to the remaining account holders.

o TRANSFER ON DEATH. A way to designate beneficiaries on an Individual or
Joint Tenant account. We will provide the rules governing this type of
account when the account is established.

o UGMA OR UTMA. (Uniform Gifts to Minors Act or Uniform Transfers to Minors
Act) These accounts are a way to give money to a child or to help a child
invest on his/her own. Depending on state laws, we will set the account up
as a UGMA or UTMA.

o TRUST. The trust needs to be effective before we can establish this kind of
account.

o CORPORATION OR OTHER ENTITY. A corporation or entity owns this account.
Please attach a certified copy of your corporate resolution showing the
person(s) authorized to act on this account.

RETIREMENT ACCOUNTS

You may set up the following retirement accounts by completing an IRA
Application:

o TRADITIONAL IRA. Any adult under age 70 1/2 who has earned income may
contribute up to $2,000 (or 100% of compensation, whichever is less) to an
IRA per tax year. If your spouse is not employed, you can contribute up to
$4,000 annually to two IRAs, as long as no more than $2,000 is contributed
to a single account.

o ROLLOVER IRA. Distributions from qualified employer-sponsored retirement
plans (and, in most cases, from any IRA) retain their tax advantages when
rolled over to an IRA within 60 days of receipt. You also need to complete a
Transfer, Direct Rollover and Conversion Form.

o ROTH IRA. Allows for two types of purchases:

o CONTRIBUTIONS. Any adult who has earned income below certain income
limits may contribute up to $2,000 (or 100% of compensation, whichever
is less) to a Roth IRA per tax year. If your spouse is not employed, you
can contribute up to $4,000 annually to two Roth IRAs, as long as no
more than $2,000 is contributed to a single account. Contributions to a
Roth IRA are NOT tax-deductible, but distributions, including earnings,
may be withdrawn tax-free after

38
<PAGE>
five years for qualified events such as retirement.

You may elect to have both traditional IRAs and Roth IRAs, provided
that your combined contributions do not exceed the $2,000 (or 100% of
compensation, whichever is less) annual limitation.

o CONVERSIONS. Conversions/distributions from traditional IRAs to Roth
IRAs are taxable at the time of their conversion, but after five
years may then be distributed tax-free for qualified events such as
retirement. Only individuals with incomes below certain thresholds
may convert their traditional IRAs to Roth IRAs.

o SEP-IRA. Allows self-employed persons or small business owners to
make direct contributions to employees' IRAs with minimal reporting
and disclosure requirements.

Each year you will be charged a single $10.00 custodial fee for all IRA accounts
maintained under your Social Security number. This fee will be waived if the
aggregate value of your IRA accounts is $5,000 or more. This fee may be changed
upon 30 days' notice.

o PROFIT-SHARING AND MONEY PURCHASE PENSION PLAN. A retirement plan that
allows self-employed persons or small business owners and their employees to
make tax- deductible contributions for themselves and any eligible
employees.

o 401(K) PLAN. A retirement plan that allows employees of corporations of any
size to contribute a percentage of their wages on a tax-deferred basis.

Call 1-800-934-GOLD (4653) for additional information about these retirement
accounts.

WE RECOMMEND THAT YOU CONSULT YOUR TAX ADVISER REGARDING THE PARTICULAR TAX
CONSEQUENCES OF THESE RETIREMENT PLAN OPTIONS.

MINIMUM INITIAL INVESTMENTS
To open a Fund account, please enclose a check payable to "Dreyfus Founders
Funds, Inc." for one of the following amounts:
o $1,000 minimum for most regular accounts
o $500 minimum for IRA and UGMA/UTMA accounts
o No minimum if you begin an Automatic Investment Plan or Payroll Deduction
of $50 or more per month or per pay period

MINIMUM ADDITIONAL INVESTMENTS
o $100 for payments made by mail, TeleTransfer, wire, and online
o $50 for Automatic Investment Plan payments
o $50 for payroll deduction

39
<PAGE>
<TABLE>
<S> <C> <C>
DOING BUSINESS WITH DREYFUS FOUNDERS FUNDS
- ---------------------------------------------------------------------------------------------------
HOW TO HOW TO
BY PHONE OPEN AN ACCOUNT ADD TO AN ACCOUNT
- ---------------------------------------------------------------------------------------------------
1-800-525-2440 If your account with us has TeleTransfer allows you to
telephone exchange make electronic purchases
privileges, you can call to directly from a checking
open an account in another or savings account at your
Fund by exchange. The names request. You may establish
and registrations need to TeleTransfer when your
be identical on both account is opened, or add
accounts. it later by completing an
Otherwise, you must Account Changes Form. We
complete a New Account charge no fee for
Application and send it in TeleTransfer transactions.
with your investment check.
BY MAIL
- ---------------------------------------------------------------------------------------------------
Dreyfus Founders Funds Complete the proper Make your check payable to
P.O. Box 173655 application. Make your "Dreyfus Founders Funds,
Denver, CO 80217-3655 check payable to "Dreyfus Inc." Enclose the
Founders Funds, Inc." We purchase stub (from your
If you are using certified or cannot establish new most recent confirmation
registered mail or an accounts with third-party or quarterly statement);
overnight delivery service, checks. if you do not have one,
send your correspondence to: write the Fund name and
your account number on the
Dreyfus Founders Funds check. For IRAs, please
2930 East Third Avenue Denver, state the contribution
CO 80206-5002 year.The Funds do not normally
accept third-party checks.
IN PERSON BY APPOINTMENT
- ---------------------------------------------------------------------------------------------------
Founders Investor Center Call us at 1-800-525-2440 Call us at 1-800-525-2440
2930 East Third Avenue to make an appointment and to make an appointment and
(at Milwaukee) for directions. for directions.
Denver, CO

HOW TO HOW TO
BY PHONE SELL SHARES EXCHANGE SHARES
- -----------------------------------------------------------------------------------------
1-800-525-2440 We can send proceeds only If you have telephone
to the address or bank of exchange privileges, you
record. Minimum may exchange from one Fund
redemption - $100; $1,000 to another. The names and
minimum for a redemption registrations need to be
by wire. Phone redemption identical on both
is not available on accounts.
retirement accounts and
certain other accounts.
You may add phone
redemption privileges by
completing an Account
Changes Form.
BY MAIL
- -------------------------------------------------------------------------------------------
Dreyfus Founders Funds In a letter, please tell In a letter, include the
P.O. Box 173655 us the number of shares or name(s) of the account
Denver, CO 80217-3655 dollars you wish to owner(s), the Fund and
redeem, the name(s) of the account number you wish to
If you are using certified or account owner(s), the Fund exchange from, your Social
registered mail or an and account number, and Security or tax
overnight delivery service, your Social Security or identification number, the
send your correspondence to: tax identification number. dollar or share amount,
All account owners need to and the account you wish
Dreyfus Founders Funds sign the request exactly to exchange into. All
2930 East Third Avenue Denver, as their names appear on account owners need to
CO 80206-5002 the account. We can send sign the request exactly
proceeds only to the as their names appear on
address or bank of record. the account. Exchange
requests may be faxed to
us at (303) 394-4021.
IN PERSON BY APPOINTMENT
- -------------------------------------------------------------------------------------------
Founders Investor Center Call us at 1-800-525-2440 Call us at 1-800-525-2440
2930 East Third Avenue to make an appointment, to make an appointment,
(at Milwaukee) for directions, and to ask for directions, and
Denver, CO whether all account owners to ask whether all account
need to be present. need to be present.
</TABLE>

40 41
<PAGE>
<TABLE>
<S> <C> <C>
DOING BUSINESS WITH DREYFUS FOUNDERS FUNDS (CONT'D)
- ---------------------------------------------------------------------------------------------------
HOW TO HOW TO
BY WIRE OPEN AN ACCOUNT ADD TO AN ACCOUNT
- ---------------------------------------------------------------------------------------------------
Complete and mail the Wire funds to:
proper application. Wire Investors Fiduciary Trust
funds to: Company
Investors Fiduciary Trust ABA # 101003621
Company For Credit to Account
ABA # 101003621 # 890751-842-0
For Credit to Account Please indicate the Fund
# 890751-842-0 name and your account
Please indicate the Fund number, and indicate the
name and your account name(s) of the account
number, and indicate the owner(s).
name(s) of the account
owner(s).
THROUGH OUR WEBSITE
- ---------------------------------------------------------------------------------------------------
www.founders.com Download, complete and mail You may purchase shares
a signed copy of the proper using our website if you
application. have TeleTransfer.

THROUGH AUTOMATIC
TRANSACTION PLANS
- ---------------------------------------------------------------------------------------------------
Automatic Investment Plan Automatic Investment Plan
(AIP) allows you to make (AIP) allows you to make
electronic purchases electronic purchases
directly from a checking or directly from a checking
savings account. The or savings account. The
minimum to open an account minimum to open an account
is $50 per month. is $50 per month.
Once established, AIP Once established, AIP
purchases take place purchases take place
automatically on automatically on
approximately the 5th approximately the 5th
and/or 20th of the month. and/or 20th of the month.
We charge no fee for AIP. We charge no fee for AIP.
FASTLINE(TM)
- ---------------------------------------------------------------------------------------------------
1-800-947-FAST (3278) Follow instructions Follow instructions
Automated telephone account provided when you call to provided when you call to
access service open an account in a new add to your account via
Fund. TeleTransfer.

HOW TO HOW TO
BY WIRE SELL SHARES EXCHANGE SHARES
- -----------------------------------------------------------------------------------------------
$6 fee; $1,000 minimum. Not applicable.
Monies are usually
received the business day
after the date you sell.
Unless otherwise
specified, we will deduct
the fee from your
redemption proceeds.
THROUGH OUR WEBSITE
- -----------------------------------------------------------------------------------------------
www.founders.com You may redeem shares You may exchange shares
using our website if you using our website if you
have TeleTransfer. We can have telephone exchange
only send proceeds to your privileges.
bank of record. Online
redemptions are not
available on retirement
accounts and certain other
THROUGH AUTOMATIC accounts.
TRANSACTION PLANS
- -----------------------------------------------------------------------------------------------
Systematic Withdrawal Plan Fund to Fund Investment
permits you to receive a Plan allows you to
fixed sum on a monthly, automatically exchange a
quarterly or annual basis fixed dollar amount from
from accounts with a value one Fund to purchase
of $5,000 or more. shares in another Fund.
Payments may be sent
electronically to your
bank or to you in check
form.
FASTLINE(TM)
- -----------------------------------------------------------------------------------------------
1-800-947-FAST (3278) We can send proceeds only Follow instructions
Automated telephone account to the bank of record. provided when you call.
access service Minimum redemption - $100. $100 minimum.
Phone redemption is not
available on retirement
accounts and certain other
accounts. You may add
phone redemption
privileges by completing
an Account Changes Form.
</TABLE>

42 43
<PAGE>
SELLING SHARES
- -------------------------------------------------------------------------------

o SHARES RECENTLY PURCHASED BY CHECK OR TELETRANSFER. Redemptions of shares
purchased by check (other than purchases by cashier's check) or TeleTransfer
will be placed on hold until your check has cleared (which may take up to 15
days). During this time, you may make exchanges to another Fund but may not
receive the proceeds of redemption. Although payment may be delayed, the
price you receive for your redeemed shares will not be affected.

o INDIVIDUAL, JOINT TENANT, TRANSFER ON DEATH, AND UGMA/UTMA ACCOUNTS. If
requesting a redemption in writing, a letter of instruction needs to be
signed by all account owners as their names appear on the account.

o RETIREMENT ACCOUNTS. Please call 1-800-525-2440 for the appropriate form.

o TRUST ACCOUNTS. The trustee needs to sign a letter indicating his/her
capacity as trustee. If the trustee's name is not in the account
registration, you will need to provide a certificate of incumbency dated
within the past 60 days.

o CORPORATION OR OTHER ENTITY. A certified corporate resolution complete with
a corporate seal or signature guarantee needs to be provided. At least one
person authorized to act on the account needs to sign the letter.

BUYING OR SELLING SHARES THROUGH A BROKER Be sure to read the broker's program
materials for disclosures on fees and service features that may differ from
those in this Prospectus. A broker may charge a commission or transaction fee,
or have different account minimums.

SIGNATURE GUARANTEE For your protection, we require a guaranteed signature if
you request:

o a redemption check made payable to anyone other than the shareholder(s) of
record

o a redemption check mailed to an address other than the address of record

o a redemption check or wire sent to a bank other than the bank we have on
file

o a redemption check mailed to an address that has been changed within 30 days
of your request

o a redemption for $50,000 or more from an account that does not have
telephone redemption privileges (excluding accounts held by a corporation)

44
<PAGE>
You can have your signature guaranteed at a:

o bank

o broker/dealer

o credit union (if authorized under state law)

o securities exchange/association

o clearing agency

o savings association

Please note that a notary public cannot provide a signature guarantee.

REDEMPTION PROCEEDS We can deliver redemption proceeds to you:

o BY CHECK. Checks are sent to the address of record. If you request that a
check be sent to another address, we require a signature guarantee. (See
"Signature Guarantee.") If you don't specify, we will deliver proceeds via
check. No interest will accrue on amounts represented by uncashed redemption
checks.

o BY WIRE. $6 fee; $1,000 minimum. Monies are usually received the business
day after the date you sell. Unless otherwise specified, we will deduct the
fee from your redemption proceeds.

o BY TELETRANSFER. No fee. Monies are usually transferred to your bank two
business days after you sell. Call your bank to find out when monies are
accessible.

The Funds (other than Money Market Fund) also reserve the right to make a
"redemption in kind"--payment in portfolio securities rather than cash--if the
amount you are redeeming is large enough to affect Fund operations. This right
may be exercised only if the amount of your redemptions exceeds the lesser of
$250,000 or 1% of a Fund's net assets in any 90-day period.

45
<PAGE>
TRANSACTION POLICIES

We can execute transaction requests only if they are in good order. You will be
contacted in writing if we encounter processing problems. Call 1-800-525-2440 if
you have any questions about these procedures.

We cannot accept conditional transactions requesting that a transaction
occur on a specific date or at a specific share price. However, we reserve the
right to allow shareholders to exchange from Money Market Fund to another Fund
of their choice on a predetermined date, such as the day after distributions are
paid.

TRANSACTIONS CONDUCTED BY PHONE, FAX, FASTLINE(TM), OR THROUGH FOUNDERS'
WEBSITE. The Funds, Founders, and their agents are not responsible for the
authenticity of purchase, exchange, or redemption instructions received by
phone, fax, FastLine, or through Founders' website.

By signing a New Account Application or an IRA Application (unless
specifically declined on the Application), by providing other written (for
redemptions), verbal (for exchanges), or electronic authorization, or by
requesting Automatic Investment Plan or payroll deduction privileges, you agree
to release the Funds, Founders, and their agents from any and all liability for
acts or omissions done in good faith under the authorizations contained in the
application or provided through Founders' website, including their possibly
effecting unauthorized or fraudulent transactions.

As a result of your executing such a release, you bear the risk of loss from
an unauthorized or fraudulent transaction. However, if the Fund fails to employ
reasonable procedures to attempt to confirm that telephone or Internet
instructions are genuine, the Fund may be liable for any resulting losses. These
security procedures include, but are not necessarily limited to, one or more of
the following:

o requiring personal identification prior to acting upon instructions

o providing written confirmation of such transactions

o tape-recording telephone instructions

o EXCESSIVE TRADING. To maintain competitive expense ratios and to avoid
disrupting the management of each Fund's portfolio, we reserve the right,
with or without notice, to suspend or terminate the exchange privilege for
any shareholder (including a shareholder whose account is managed by an
adviser) when the total exchanges out of any one of the Funds exceed four in
any 12-month period.

o EFFECTIVE DATE OF TRANSACTIONS. Transaction requests received in good order
prior to the close of the New York Stock Exchange on a given date will be
effective that date. We consider investments to be received in good order
when all required documents and your check or wired funds are received by us
or by certain other agents of the Funds or their distributor. Under certain
circumstances, payment of

46
<PAGE>
redemption proceeds may be delayed for up to seven calendar days to allow
for the orderly liquidation of securities. Also, when the New York Stock
Exchange is closed (or when trading is restricted) for any reason other
than its customary weekend or holiday closings, or under any emergency
circumstances, as determined by the Securities and Exchange Commission, we
may suspend redemptions or postpone payments. If you are unable to reach us
by phone or the Internet, consider sending your order by overnight delivery
service.

o FAX TRANSMISSIONS. Exchange instructions may be faxed, but we cannot process
redemption requests received by fax.

o CERTIFICATES. The Funds do not issue share certificates. If you are selling
shares previously issued in certificate form, you need to include the
certificates along with your redemption/exchange request. If you have lost
your certificates, please call us.

o U.S. DOLLARS. Purchases need to be made in U.S. dollars, and checks need to
be drawn on U.S. banks. We cannot accept cash.

o RETURNED CHECKS. If your check is returned due to insufficient funds, we
will cancel your purchase, and you will be liable for any losses or fees
incurred by the Fund or its agents. If you are a current shareholder, shares
will be redeemed from other accounts, if needed, to reimburse the Fund.

o CONFIRMATION STATEMENTS. We will send you a confirmation after each
transaction, except in certain retirement accounts and where the only
transaction is a dividend or capital gain reinvestment or an Automatic
Investment Plan purchase. In those cases, your quarterly account statement
serves as your confirmation.

o TAX IDENTIFICATION NUMBER. If you do not provide your Social Security or tax
identification number when you open your account, federal law requires the
Fund to withhold 31% of all dividends, capital gain distributions,
redemption and exchange proceeds. We also may refuse to sell shares to
anyone not furnishing these numbers, or may take such other action as deemed
necessary, including redeeming some or all of the shareholder's shares. In
addition, a shareholder's account may be reduced by $50 to reimburse the
Fund for the penalty imposed by the Internal Revenue Service for failure to
report the investor's taxpayer identification number on information reports.

47
<PAGE>
o ACCOUNT MINIMUMS. The Funds require you to maintain a minimum of $1,000 per
account ($500 for IRAs and UGMAs/UTMAs), unless you are investing under an
Automatic Investment Plan or payroll deduction. If at any time, due to
redemptions or exchanges, or upon the discontinuance of an Automatic
Investment Plan or payroll deduction, the total value of your account falls
below this minimum, we may either charge a fee of $10, which will be
automatically deducted from your account, or close your account and mail the
proceeds to the address of record.

We will base the decision to levy the fee or close the account on our
determination of what is best for the Fund. We will give you at least 60
days' written notice informing you that your account will be closed or that
the $10 fee will be charged, so that you may make an additional investment
to bring the account up to the required minimum balance.

WE RESERVE THE RIGHT TO:

o reject any investment or application

o cancel any purchase due to nonpayment

o modify the conditions of purchase at any time

o waive or lower investment minimums

o limit the amount that may be purchased

o perform a credit check on shareholders establishing a new account or
requesting checkwriting privileges

o close an account if a shareholder is deemed to engage in activities
which are illegal or otherwise believed to be detrimental to the Funds

48
<PAGE>
FOR MORE INFORMATION ABOUT YOUR ACCOUNT

INVESTOR SERVICES. Our Investor Services Representatives are available to assist
you. For your protection, we record calls to Investor Services. Call
1-800-525-2440.

24-HOUR ACCOUNT INFORMATION

o BY PHONE: 1-800-947-FAST (3278) FASTLINE(TM), our automated telephone
service, enables you to access account information, conduct exchanges and
purchases and request duplicate statements and tax forms 24 hours a day with
a Touch- tone phone.

o BY ONLINE COMPUTER SERVICES: By visiting Founders at www.founders.com, you
can access the latest Fund performance returns, daily prices, portfolio
manager commentaries, news articles about the Funds, and much more.
Shareholders may access account transaction histories and account balances,
and conduct purchase, exchange, and redemption transactions.

DAILY CLOSING PRICES. Founders QUOTELINE features the latest closing prices for
the Funds, updated each business day. Call 1-800-232-8088 24 hours a day, or
reach us on the Internet at www.founders.com.

Class F prices for the prior business day are listed in the business section
of most major daily newspapers. Look in the Mutual Funds section under "Dreyfus
Founders."

FUND AND MARKET NEWS UPDATES. For the latest news on each of the Funds and
commentary on market conditions, call Founders INSIGHT, available 24 hours a
day. Call 1-800-525-2440, option 5, or access MANAGER INSIGHTS on the Internet
at www.founders.com.

HOUSEHOLDING. To keep the Funds' costs as low as possible, Founders generally
sends a single copy of prospectuses and financial reports to multiple investors
who live at the same address. This process, known as "householding," is used
for most required shareholder mailings. It does not apply to account statements.
You may, of course, request an additional copy of a prospectus or financial
report at any time. You may also request that householding be discontinued for
all of your required mailings.

ESTABLISHING ADDITIONAL SERVICES.

Many convenient service options are available for accounts. You may call
1-800-525-2440 to request a form to establish the following services:

o AUTOMATIC INVESTMENT PLAN (AIP). Allows you to make automatic purchases of
at least $50 from a bank account once or twice a month. See "How to Add to
an Account Through Automatic Transaction Plans."

o TELETRANSFER PROGRAM. Allows you to purchase or redeem Fund shares with a
phone call or on our website at any time. Purchase or redemption amounts are
automatically transferred to/from

49
<PAGE>
your bank account. If you select an Automatic Investment Plan (see above),
you are automatically authorized to participate in the TeleTransfer program.

o TELEPHONE/ONLINE REDEMPTIONS. Available for regular (non-retirement)
accounts only.

o TELEPHONE/ONLINE EXCHANGES. Allows you to exchange money between identically
registered accounts.

o CHECKWRITING

o Available on Government Securities and Money Market Funds

o May be established with a minimum account balance of $1,000

o No fee for this service

o Minimum amount per check: $500

o Maximum amount per check: $250,000

o DIVIDEND AND LONG-TERM CAPITAL GAIN DISTRIBUTION OPTIONS. Either or both may
be paid in cash or reinvested. The payment method for short-term capital
gain distributions is the same as you elect for dividends.

o SYSTEMATIC WITHDRAWAL PLAN. Permits you to receive a fixed sum on a monthly,
quarterly or annual basis from accounts with a value of $5,000 or more.
Payments may be sent electronically to your bank or to you by check.

o FUND-TO-FUND INVESTMENT PLAN. Allows you to automatically exchange a fixed
dollar amount each month from one Fund to purchase shares in another Fund.

o DISTRIBUTION PURCHASE PROGRAM. Permits you to have capital gain
distributions and/or dividends from one Fund automatically reinvested in
another Fund account having a balance of at least $1,000 ($500 for IRAs or
UGMA/UTMAs).

o PAYROLL DEDUCTION. Allows you to make automatic purchases of at least $50
per pay period through payroll deduction.

50
<PAGE>
DIVIDENDS AND DISTRIBUTIONS
- --------------------------------------------------------------------------------

Discovery, Focus, Growth, Growth and Income, International Equity, Mid-Cap
Growth, Passport and Worldwide Growth Funds intend to distribute net realized
investment income on an annual basis each December. Balanced Fund intends to
distribute net realized investment income on a quarterly basis every March,
June, September, and December. Government Securities Fund intends to declare
dividends daily and distribute net realized investment income on the last
business day of every month. Money Market Fund declares dividends daily, which
are paid on the last business day of every month. Shares of Government
Securities and Money Market Funds begin receiving dividends no later than the
next business day following the day when funds are received by us.

All Funds intend to distribute any net realized capital gains each December.
The Government Securities and Money Market Funds are not likely to distribute
capital gains. From time to time, the Funds may make distributions in addition
to those described above.

You have the option of reinvesting income dividends and capital gain
distributions in shares of the Funds or receiving these distributions in cash.
Dividends and any distributions from the Funds are automatically reinvested in
additional shares unless you elect to receive these distributions in cash. If
you have elected to receive your dividends or capital gains in cash and the
Postal Service cannot deliver your checks, or if your checks remain uncashed for
six months, we reserve the right to reinvest your distribution checks in your
account at the then-current net asset value and to reinvest all the account's
subsequent distributions in shares of that Fund. No interest will accrue on
amounts represented by uncashed distribution checks.

51
<PAGE>
TAXES
- -------------------------------------------------------------------------------

The Funds distribute to their shareholders any net investment income and net
realized capital gains they receive. Fund dividends and capital gain
distributions are taxable to most investors (unless your investment is an IRA or
other tax-advantaged account). The tax status of any distribution is generally
the same regardless of how long you have been in the Fund and whether you
reinvest your distributions or receive them in cash.

All dividends of net investment income from the Funds, such as dividends and
interest on investments, will be taxable to you as ordinary income. A portion of
the dividends may qualify for dividends-received deduction for corporations,
although distributions from the Government Securities and Money Market Funds
generally are not expected to qualify.

In addition, the Funds realize capital gains and losses when they sell
securities for more or less than they paid. If total gains on sales exceed total
losses (including losses carried forward from prior years), the Fund has a net
realized capital gain. Net realized capital gains are divided into short-term
and long-term capital gains depending on how long the Fund held the security
that gave rise to the gains. The Funds' capital gain distributions consist of
long-term capital gains that are taxable at the applicable capital gains rates.
All distributions of short-term capital gains will be taxable to you as ordinary
income and included in your dividends.

You may also realize capital gains or losses when you sell or exchange a
Fund's shares at more or less than you originally paid. Because everyone's tax
situation is unique, we encourage you to consult your tax professional about
federal, state and local tax consequences.

52
<PAGE>
SHAREHOLDER AND TRANSFER AGENCY SERVICES
- -------------------------------------------------------------------------------

The Funds have entered into a shareholder services agreement with Founders
pursuant to which Founders provides certain shareholder-related and transfer
agency services to the Funds. The Funds pay Founders a monthly fee for these
services. Out of this fee, Founders pays the fees charged by the Funds' transfer
agent, Investors Fiduciary Trust Company (IFTC).

Registered broker/dealers, third-party administrators of tax-qualified
retirement plans, and other entities which establish omnibus accounts with the
Funds may provide sub-transfer agency, recordkeeping, or similar services to
participants in the omnibus accounts. This reduces or eliminates the need for
those services to be provided by Founders and/or IFTC. In such cases, Founders
is authorized to pay the entity a sub-transfer agency or recordkeeping fee based
on the number of participants in the entity's omnibus account, and to be
reimbursed for such payments by the Fund. Entities receiving such fees may also
receive 12b-1 fees.

In addition, Founders may from time to time make additional payments from
its revenues to securities dealers and other financial institutions that provide
shareholder services, recordkeeping, and/or other administrative services to the
Funds.

BROKERAGE ALLOCATION
- -------------------------------------------------------------------------------

Subject to the policy of seeking the best execution of orders at the most
favorable prices, sales of Fund shares may be considered as a factor in the
selection of brokerage firms to execute Fund portfolio transactions. The
Statement of Additional Information further explains the selection of brokerage
firms.

53
<PAGE>
FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------

The financial highlights tables are intended to help you understand each Fund's
financial performance for the five years ended December 31, 1999 (or for the
period of a Fund's operations, if less than five years). Certain information
reflects financial results for a single Fund share. The total returns in the
table represent the rate that an investor would have earned (or lost) on an
investment in Class F shares of the Fund, assuming reinvestment of all dividends
and distributions. Since Focus Fund is new, financial information is not
available for that Fund as of the date of this Prospectus.

- --------------------------------------------------------------------------------

The information for the four years ended December 31, 1999 has been audited by
PricewaterhouseCoopers LLP, independent accountants. Another independent
accounting firm audited the prior year's information. PricewaterhouseCoopers
LLP's report and the Funds' financial statements are included in the Funds' 1999
Annual Report, which is available upon request or at www.founders.com.

DREYFUS FOUNDERS BALANCED FUND -- CLASS F

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31
1999 1998 1997 1996 1995
PER SHARE DATA
<S> <C> <C> <C> <C> <C>
Net Asset Value - Beginning of Period $ 12.19 $ 11.35 $ 10.61 $ 9.58 $ 8.56
---------- ---------- -------- -------- --------
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income 0.32 0.30 0.29 0.28 0.28
Net Gains or (Losses) on Securities
(Both Realized and Unrealized) (0.61) 1.27 1.48 1.50 2.21
---------- ---------- -------- -------- --------
TOTAL FROM INVESTMENT OPERATIONS (0.29) 1.57 1.77 1.78 2.49
---------- ---------- -------- -------- --------
LESS DISTRIBUTIONS
From Net Investment Income(1) (0.32) (0.30) (0.30) (0.27) (0.28)
From Net Realized Gains (0.45) (0.43) (0.73) (0.48) (1.19)
In Excess of Net Realized Gains (0.66) 0.00 0.00 0.00 0.00
---------- ---------- -------- -------- --------
TOTAL DISTRIBUTIONS (1.43) (0.73) (1.03) (0.75) (1.47)
---------- ---------- -------- -------- --------
Net Asset Value - End of Period $ 10.47 $ 12.19 $ 11.35 $ 10.61 $ 9.58
========== ========== ======== ======== ========
TOTAL RETURN (2.22%) 13.96% 16.92% 18.76% 29.41%
RATIOS/SUPPLEMENTAL DATA
Net Assets - End of Period (000s
Omitted) $1,055,825 $1,244,221 $942,690 $394,896 $130,346
Net Expenses to Average Net Assets(2) 0.97% 0.99% 0.99% 1.10% 1.19%
Gross Expenses to Average Net Assets(2) 0.98% 1.00% 1.01% 1.12% 1.23%
Ratio of Net Investment Income to
Average Net Assets 2.64% 2.51% 2.77% 3.09% 2.92%
Portfolio Turnover Rate(3) 218% 211% 203% 146% 286%
</TABLE>

1 DISTRIBUTIONS IN EXCESS OF NET INVESTMENT INCOME FOR THE YEARS ENDED
DECEMBER 31, 1999 AND 1998 AGGREGATED LESS THAN $0.01 ON A PER SHARE BASIS.

2 RATIO OF NET EXPENSES TO AVERAGE NET ASSETS REFLECTS REDUCTIONS IN A FUND'S
EXPENSES THROUGH THE USE OF BROKERAGE COMMISSIONS AND CUSTODIAL AND TRANSFER
AGENT CREDITS. RATIO OF GROSS EXPENSES TO AVERAGE NET ASSETS IS THE TOTAL OF
A FUND'S OPERATING EXPENSES BEFORE EXPENSE OFFSET ARRANGEMENTS AND EARNINGS
CREDITS DIVIDED BY ITS AVERAGE NET ASSETS FOR THE STATED PERIOD.

3 "PORTFOLIO TURNOVER RATE" IS A MEASURE OF PORTFOLIO ACTIVITY THAT IS
CALCULATED BY DIVIDING THE LESSER OF PURCHASES OR SALES OF SECURITIES,
EXCLUDING SECURITIES HAVING MATURITY DATES AT ACQUISITION OF ONE YEAR OR
LESS, BY THE AVERAGE VALUE OF THE PORTFOLIO SECURITIES HELD DURING THE
PERIOD, WHICH IS A ROLLING TWELVE MONTH PERIOD.

54 55
<PAGE>
DREYFUS FOUNDERS DISCOVERY FUND -- CLASS F

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31
1999 1998 1997 1996 1995
<S> <C> <C> <C> <C> <C>
PER SHARE DATA
Net Asset Value -- Beginning of
Period $24.37 $23.45 $24.22 $21.70 $19.88
--------- --------- --------- --------- ---------
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income (Loss) (0.08) (0.07) 0.07 (0.20) (0.12)
Net Gains (Losses) on Securities
(Both Realized and Unrealized) 22.72 3.15 2.69 4.72 6.29
--------- --------- --------- --------- ---------
TOTAL FROM INVESTMENT OPERATIONS 22.64 3.08 2.76 4.52 6.17
--------- --------- --------- --------- ---------
LESS DISTRIBUTIONS
From Net Investment Income 0.00 0.00 0.00 0.00 0.00
From Net Realized Gains (6.15) (2.16) (3.53) (2.00) (4.35)
--------- --------- --------- --------- ---------
TOTAL DISTRIBUTIONS (6.15) (2.16) (3.53) (2.00) (4.35)
--------- --------- --------- --------- ---------
Net Asset Value -- End of Period $40.86 $24.37 $23.45 $24.22 $21.70
========= ========= ========= ========= =========
TOTAL RETURN 94.59% 14.19% 11.95% 21.21% 31.30%
RATIOS/SUPPLEMENTAL DATA
Net Assets -- End of Period (000s
Omitted) $806,152 $241,124 $246,281 $247,494 $216,623
Net Expenses to Average Net Assets(1) 1.45% 1.55% 1.52% 1.58% 1.58%
Gross Expenses to Average Net Assets(1) 1.46% 1.57% 1.54% 1.59% 1.63%
Ratio of Net Investment Income (Loss)
to Average Net Assets (0.96%) (0.91%) (0.55%) (0.85%) (0.60%)
Portfolio Turnover Rate(2) 157% 121% 90% 106% 118%
</TABLE>

1 RATIO OF NET EXPENSES TO AVERAGE NET ASSETS REFLECTS REDUCTIONS IN A FUND'S
EXPENSES THROUGH THE USE OF BROKERAGE COMMISSIONS AND CUSTODIAL AND TRANSFER
AGENT CREDITS. RATIO OF GROSS EXPENSES TO AVERAGE NET ASSETS IS THE TOTAL OF
A FUND'S OPERATING EXPENSES BEFORE EXPENSE OFFSET ARRANGEMENTS AND EARNINGS
CREDITS DIVIDED BY ITS AVERAGE NET ASSETS FOR THE STATED PERIOD.

2 "PORTFOLIO TURNOVER RATE" IS A MEASURE OF PORTFOLIO ACTIVITY THAT IS
CALCULATED BY DIVIDING THE LESSER OF PURCHASES OR SALES OF SECURITIES,
EXCLUDING SECURITIES HAVING MATURITY DATES AT ACQUISITION OF ONE YEAR OR
LESS, BY THE AVERAGE VALUE OF THE PORTFOLIO SECURITIES HELD DURING THE
PERIOD, WHICH IS A ROLLING TWELVE MONTH PERIOD. DREYFUS FOUNDERS GOVERNMENT
SECURITIES FUND -- CLASS F

DREYFUS FOUNDER GOVERNMENT SECURITIES FUND - CLASS F
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31
1999 1998 1997 1996 1995
<S> <C> <C> <C> <C> <C>
PER SHARE DATA
Net Asset Value -- Beginning of
Period $9.74 $9.28 $9.04 $9.29 $8.78
--------- --------- --------- --------- ---------
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income 0.42 0.43 0.45 0.46 0.45
Net Gains (Losses) on Securities
(Both Realized and Unrealized) (0.78) 0.46 0.24 (0.25) 0.51
--------- --------- --------- --------- ---------
TOTAL FROM INVESTMENT OPERATIONS (0.36) 0.89 0.69 0.21 0.96
--------- --------- --------- --------- ---------
LESS DIVIDENDS AND DISTRIBUTIONS
From Net Investment Income (0.42) (0.43) (0.45) (0.46) (0.45)
From Net Realized Gains 0.00 0.00 0.00 0.00 0.00
--------- --------- --------- --------- ---------
TOTAL DISTRIBUTIONS (0.42) (0.43) (0.45) (0.46) (0.45)
--------- --------- --------- --------- ---------
Net Asset Value -- End of Period $8.96 $9.74 $9.28 $9.04 $9.29
========= ========= ========= ========= =========
TOTAL RETURN (3.77%) 9.76% 7.90% 2.34% 11.10%
RATIOS/SUPPLEMENTAL DATA
Net Assets - End of Period (000s
Omitted) $13,276 $15,220 $13,259 $15,190 $20,263
Net Expenses to Average Net Assets(1),(2) 1.31% 1.25% 1.26% 1.26% 1.30%
Gross Expenses to Average Net
Assets(1),(2) 1.35% 1.28% 1.31% 1.29% 1.30%
Ratio of Net Investment Income to
Average Net Assets 4.47% 4.46% 4.99% 5.06% 4.92%
Portfolio Turnover Rate(3) 127% 90% 147% 166% 141%
</TABLE>

2 CERTAIN FEES WERE WAIVED BY THE MANAGEMENT COMPANY. HAD THESE FEES NOT BEEN
WAIVED, THE RATIO OF NET EXPENSES TO AVERAGE NET ASSETS WOULD HAVE BEEN
1.49% (1999), 1.46% (1998), 1.44% (1997), AND 1.46% (1996). THE GROSS
EXPENSES TO AVERAGE NET ASSETS WOULD HAVE BEEN 1.53% (1999), 1.49% (1998),
1.49% (1997) AND 1.49% (1996). THE RATIO OF NET INVESTMENT INCOME WOULD HAVE
BEEN 4.29% (1999), 4.25% (1998), 4.81% (1997) AND 4.86% (1996).

56 57
<PAGE>
DREYFUS FOUNDERS GROWTH FUND -- CLASS F

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31
1999 1998 1997 1996 1995
PER SHARE DATA
<S> <C> <C> <C> <C> <C>
Net Asset Value - Beginning of Period $20.41 $17.28 $15.87 $14.77 $11.63
--------- --------- --------- --------- ---------
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income (Loss) (0.09) 0.01 0.07 0.02 0.02
Net Gains (Losses) on Securities
(Both Realized and Unrealized) 7.73 4.26 4.09 2.40 5.27
--------- --------- --------- --------- ---------
TOTAL FROM INVESTMENT OPERATIONS 7.64 4.27 4.16 2.42 5.29
--------- --------- --------- --------- ---------
LESS DIVIDENDS AND DISTRIBUTIONS
From Net Investment Income(1) 0.00 (0.01) (0.07) (0.02) (0.02)
From Net Realized Gains (4.18) (1.13) (2.68) (1.30) (2.13)
--------- --------- --------- --------- ---------
TOTAL DISTRIBUTIONS (4.18) (1.14) (2.75) (1.32) (2.15)
--------- --------- --------- --------- ---------
Net Asset Value - End of Period $23.87 $20.41 $17.28 $15.87 $14.77
========= ========= ========= ========= =========
TOTAL RETURN 39.06% 25.04% 26.59% 16.57% 45.59%
RATIOS/SUPPLEMENTAL DATA
Net Assets - End of Period (000s
Omitted) $3,323,606 $2,360,180 $1,757,449 $1,118,323 $655,927
Net Expenses to Average Net Assets(2) 1.08% 1.08% 1.10% 1.19% 1.24%
Gross Expenses to Average Net Assets(2) 1.09% 1.10% 1.12% 1.20% 1.28%
Ratio of Net Investment Income (Loss)
to Average Net Assets (0.47%) 0.05% 0.48% 0.15% 0.12%
Portfolio Turnover Rate(3) 117% 143% 189% 134% 130%
</TABLE>

1 DISTRIBUTIONS IN EXCESS OF NET INVESTMENT INCOME FOR THE YEAR ENDED
DECEMBER 31, 1998 AGGREGATED LESS THAN $0.01 ON A PER SHARE BASIS.

DREYFUS FOUNDERS GROWTH AND INCOME FUND - CLASS F
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31
1999 1998 1997 1996 1995
PER SHARE DATA
<S> <C> <C> <C> <C> <C>
Net Asset Value -- Beginning of
Period $7.32 $6.92 $7.23 $6.69 $6.16
--------- --------- --------- --------- ---------
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income 0.00 0.71 0.13 0.09 0.09
Net Gains (Losses) on Securities
(Both Realized and Unrealized) 1.06 0.51 1.25 1.52 1.70
--------- --------- --------- --------- ---------
TOTAL FROM INVESTMENT OPERATIONS 1.06 1.22 1.38 1.61 1.79
--------- --------- --------- --------- ---------
LESS DIVIDENDS AND DISTRIBUTIONS
From Net Investment Income(1) 0.00 (0.11) (0.13) (0.09) (0.09)
From Net Realized Gains (0.77) (0.71) (1.56) (0.98) (1.17)
--------- --------- --------- --------- ---------
TOTAL DISTRIBUTIONS (0.77) (0.82) (1.69) (1.07) (1.26)
--------- --------- --------- --------- ---------
Net Asset Value - end of period $7.61 $7.32 $6.92 $7.23 $6.69
========= ========= ========= ========= =========
TOTAL RETURN 15.03% 17.78% 19.44% 24.37% 29.06%
RATIOS/SUPPLEMENTAL DATA
Net Assets -- End of Period (000s
Omitted) $535,035 $542,307 $543,168 $535,866 $375,200
Net Expenses to Average Net Assets 1.12% 1.08% 1.09% 1.15% 1.17%
Gross Expenses to Average Net Assets 1.13% 1.10% 1.11% 1.16% 1.22%
Ratio of Net Investment Income (Loss)
to Average Net Assets(2) (0.05%) 1.38% 1.84% 1.40% 1.19%
Portfolio turnover rate(3) 165% 259% 256% 195% 235%
</TABLE>

1 DISTRIBUTIONS IN EXCESS OF NET INVESTMENT INCOME FOR THE YEAR ENDED DECEMBER
31, 1998 AGGREGATED LESS THAN $0.01 ON A PER SHARE BASIS.

58 59
<PAGE>
DREYFUS FOUNDERS INTERNATIONAL EQUITY FUND -- CLASS F

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31
1999 1998 1997 1996 1995*
<S> <C> <C> <C> <C> <C>
PER SHARE DATA
Net Asset Value -- Beginning of
Period $14.03 $12.05 $11.86 $10.00 $10.00
--------- --------- --------- --------- ---------
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income (Loss) (0.05) 0.03 (0.01) (0.01) 0.00
Net Gains on Securities (Both
Realized and Unrealized) 8.07 2.02 1.89 1.87 0.00
--------- --------- --------- --------- ---------
Total From Investment Operations 8.02 2.05 1.88 1.86 0.00
--------- --------- --------- --------- ---------
LESS DIVIDENDS AND DISTRIBUTIONS
From Net Investment Income 0.00 0.00 0.00 0.00 0.00
From Net Realized Gains (2.18) (0.07) (1.69) 0.00 0.00
--------- --------- --------- --------- ---------
TOTAL DISTRIBUTIONS (2.18) (0.07) (1.69) 0.00 0.00
--------- --------- --------- --------- ---------
Net Asset Value -- End of Period $ 19.87 $14.03 $12.05 $11.86 $10.00
========= ========= ========= ========= =========
TOTAL RETURN 58.71% 17.01% 16.11% 18.60% 0.00%
RATIOS/SUPPLEMENTAL DATA
Net Assets -- End of Period (000s
Omitted) $ 35,607 $18,938 $15,740 $10,119 $767
Net Expenses to Average Net Assets(1),(2) 1.80% 1.80% 1.85% 1.94% n/a
Gross Expenses to Average Net
Assets(1),(2) 1.82% 1.83% 1.89% 2.00% n/a
Ratio of Net Investment Income (Loss)
to Average Net Assets(2) (0.36%) 0.02% (0.21%) (0.15%) n/a
Portfolio Turnover Rate(3) 205% 148% 164% 71% n/a
</TABLE>

*PERIOD DECEMBER 29, 1995 (INCEPTION) TO DECEMBER 31, 1995.

2 CERTAIN FEES WERE REIMBURSED BY THE MANAGEMENT COMPANY. HAD THESE FEES NOT
BEEN WAIVED, THE RATIO OF NET EXPENSES TO AVERAGE NET ASSETS WOULD HAVE BEEN
1.97% (1999), 1.89% (1998), 2.01% (1997), AND 2.46% (1996). THE GROSS
EXPENSES TO AVERAGE NET ASSETS WOULD HAVE BEEN 1.99% (1999), 1.92% (1998),
2.05% (1997) AND 2.52% (1996). THE RATIO OF NET INVESTMENT INCOME WOULD HAVE
BEEN (0.53%) (1999), (0.07%) (1998), (0.37%) (1997) AND (0.67%)% (1996).

DREYFUS FOUNDERS MID-CAP GROWTH FUND -- CLASS F
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31
1999 1998 1997 1996 1995
<S> <C> <C> <C> <C> <C>
PER SHARE DATA
Net Asset Value - Beginning of Period $7.44 $7.72 $7.66 $7.05 $7.01
--------- --------- --------- --------- ---------
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income (Loss) (0.08) (0.03) 0.01 (0.02) 0.00
Net Gain (Losses) on Securities (Both
Realized and Unrealized) 3.12 (0.11) 1.21 1.09 1.79
--------- --------- --------- --------- ---------
TOTAL FROM INVESTMENT OPERATIONS 3.04 (0.14) 1.22 1.07 1.79
--------- --------- --------- --------- ---------
LESS DIVIDENDS AND DISTRIBUTIONS
From Net Investment Income 0.00 0.00 0.00 0.00 0.00
From Net Realized Gains (1.80) (0.14) (1.16) (0.46) (1.75)
--------- --------- --------- --------- ---------
TOTAL DISTRIBUTIONS (1.80) (0.14) (1.16) (0.46) (1.75)
--------- --------- --------- --------- ---------
Net Asset Value - End of Period $8.68 $7.44 $7.72 $7.66 $7.05
========= ========= ========= ========= =========
TOTAL RETURN 42.27% (1.73%) 16.43% 15.33% 25.69%
RATIOS/SUPPLEMENTAL DATA
Net Assets - End of Period (000s
Omitted) $253,385 $252,855 $320,186 $363,835 $388,754
Net Expenses to Average Net Assets(1) 1.40% 1.33% 1.30% 1.34% 1.29%
Gross Expenses to Average Net Assets(1) 1.42% 1.35% 1.32% 1.36% 1.35%
Ratio of Net Investment Income (Loss)
to Average Net Assets (0.98%) (0.39%) (0.05%) (0.28%) 0.00%
Portfolio Turnover Rate(2) 186% 152% 110% 186% 263%
</TABLE>

60 61
<PAGE>
DREYFUS FOUNDERS MONEY MARKET FUND -- CLASS F

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31
1999 1998 1997 1996 1995
PER SHARE DATA
<S> <C> <C> <C> <C> <C>
Net Asset Value - Beginning of Period $1.00 $1.00 $1.00 $1.00 $1.00
--------- --------- --------- --------- ---------
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income 0.04 0.05 0.05 0.05 0.05
Net Gains (Losses) on Securities
(Both Realized and Unrealized) 0.00 0.00 0.00 0.00 0.00
--------- --------- --------- --------- ---------
TOTAL FROM INVESTMENT OPERATIONS 0.04 0.05 0.05 0.05 0.05
--------- --------- --------- --------- ---------
LESS DIVIDENDS AND DISTRIBUTIONS
From Net Investment Income (0.04) (0.05) (0.05) (0.05) (0.05)
From Net Realized Gains 0.00 0.00 0.00 0.00 0.00
--------- --------- --------- --------- ---------
TOTAL DISTRIBUTIONS (0.04) (0.05) (0.05) (0.05) (0.05)
--------- --------- --------- --------- ---------
Net Asset Value - End of Period $1.00 $1.00 $1.00 $1.00 $1.00
========= ========= ========= ========= =========
TOTAL RETURN 4.35% 4.67% 4.70% 4.51% 5.10%
RATIOS/SUPPLEMENTAL DATA
Net Assets - End of Period (000s
Omitted) $92,866 $91,415 $106,073 $109,866 $125,646
Net Expenses to Average Net Assets(1) 0.89% 0.85% 0.82% 0.86% 0.89%
Gross Expenses to Average Net Assets(1) 0.91% 0.87% 0.84% 0.88% 0.89%
Ratio of Net Investment Income to
Average Net Assets 4.30% 4.67% 4.77% 4.58% 5.11%
</TABLE>

DREYFUS FOUNDERS PASSPORT FUND -- CLASS F

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31
1999 1998 1997 1996 1995
PER SHARE DATA
<S> <C> <C> <C> <C> <C>
Net Asset Value -- Beginning of
Period $14.93 $13.64 $13.91 $11.68 $9.42
--------- --------- --------- --------- ---------
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income (Loss) (0.11) 0.00 0.02 0.04 0.04
Net Gains (Losses) on Securities
(Both Realized and Unrealized) 12.94 1.68 0.22 2.30 2.26
--------- --------- --------- --------- ---------
TOTAL FROM INVESTMENT OPERATIONS 12.83 1.68 0.24 2.34 2.30
--------- --------- --------- --------- ---------
LESS DIVIDENDS AND DISTRIBUTIONS
From Net Investment Income 0.00 (0.01) (0.03) (0.02) (0.04)
From Net Realized Gains (4.83) (0.38) (0.48) (0.09) 0.00
--------- --------- --------- --------- ---------
TOTAL DISTRIBUTIONS (4.83) (0.39) (0.51) (0.11) (0.04)
--------- --------- --------- --------- ---------
Net Asset Value -- End of Period $22.93 $14.93 $13.64 $13.91 $11.68
========= ========= ========= ========= =========
TOTAL RETURN 87.44% 12.50% 1.68% 20.05% 24.39%
RATIOS/SUPPLEMENTAL DATA
Net Assets -- End of Period (000s
Omitted) $261,437 $124,572 $122,646 $177,921 $49,922
Net Expenses to Average Net Assets(1) 1.63% 1.52% 1.53% 1.57% 1.76%
Gross Expenses to Average Net Assets(1) 1.64% 1.54% 1.55% 1.59% 1.84%
Ratio of Net Investment Income (Loss)
to Average Net Assets (0.91%) 0.09% 0.20% 0.40% 0.60%
Portfolio Turnover Rate(2) 330% 34% 51% 58% 37%
</TABLE>

62 63
<PAGE>
DREYFUS FOUNDERS WORLDWIDE GROWTH FUND -- CLASS F

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31
1999 1998 1997 1996 1995
PER SHARE DATA
<S> <C> <C> <C> <C> <C>
Net Asset Value - Beginning of Period $22.06 $21.11 $21.79 $19.87 $17.09
--------- --------- --------- --------- ---------
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income (Loss) (0.06) 0.08 0.02 0.10 0.09
Net Gains (Losses) on Securities
(Both Realized and Unrealized) 10.11 1.90 2.22 2.64 3.43
--------- --------- --------- --------- ---------
TOTAL FROM INVESTMENT OPERATIONS 10.05 1.98 2.24 2.74 3.52
--------- --------- --------- --------- ---------
LESS DIVIDENDS AND DISTRIBUTIONS
From Net Investment Income(1) 0.00 (0.09) (0.04) (0.07) (0.09)
From Net Realized Gains (6.94) (0.94) (2.88) (0.75) (0.65)
--------- --------- --------- --------- ---------
TOTAL DISTRIBUTIONS (6.94) (1.03) (2.92) (0.82) (0.74)
--------- --------- --------- --------- ---------
Net Asset Value - End of Period $25.17 $22.06 $21.11 $21.79 $19.87
========= ========= ========= ========= =========
TOTAL RETURN 48.78% 9.63% 10.55% 13.95% 20.63%
RATIOS/SUPPLEMENTAL DATA
Net Assets - End of Period (000s
Omitted) $284,839 $272,053 $308,877 $342,079 $228,595
Net Expenses to Average Net Assets)(2) 1.53% 1.47% 1.45% 1.53% 1.56%
Gross Expenses to Average Net Assets(2) 1.55% 1.49% 1.47% 1.55% 1.65%
Ratio of Net Investment Income (Loss)
to Average Net Assets (0.27%) 0.33% 0.18% 0.50% 0.61%
Portfolio Turnover Rate(3) 157% 86% 82% 72% 54%
</TABLE>

1 DISTRIBUTIONS IN EXCESS OF NET INVESTMENT INCOME FOR THE YEAR ENDED DECEMBER
31, 1998 AGGREGATED LESS THAN $0.01 ON A PER SHARE BASIS.

64 65
<PAGE>
DREYFUS FOUNDERS FUNDS [LOGO]

FOR FURTHER INFORMATION

More information about the Funds is available to you free of charge. The Funds'
Annual and Semiannual Reports contain the Funds' financial statements, portfolio
holdings, and historical performance. You will also find a discussion of the
market conditions and investment strategies that significantly affected the
Funds' performance in these reports. In addition, a current Statement of
Additional Information (SAI) containing more detailed information about the
Funds and their policies has been filed with the Securities and Exchange
Commission and is incorporated by reference as part of this Prospectus. You can
request copies of the Annual and Semiannual Reports and the SAI, or obtain other
information:

BY TELEPHONE Call 1-800-525-2440

IN PERSON (BY APPOINTMENT) 2930 East Third Avenue
Denver, Colorado 80206

BY MAIL P.O. Box 173655
Denver, Colorado 80217-3655

BY E-MAIL Send your request or inquiry to
Founders at [email protected].

ON THE INTERNET Fund documents can be viewed and
downloaded at www.founders.com.
Text-only versions of Fund documents
can be viewed or downloaded from the
EDGAR database on the Securities and
Exchange Commission's Internet site
at www.sec.gov.

BY E-MAIL, MAIL OR IN PERSON FROM THE E-mail the Securities and Exchange
SECURITIES AND EXCHANGE COMMISSION Commission at [email protected].
(YOU WILL PAY A COPYING FEE) Visit or write:
SEC's Public Reference Section
Washington, D.C. 20549-0102
1-202-942-8090

<PAGE>
Dreyfus Founders Balanced Fund

Pursuing capital appreciation and current income through investments in stocks
and bonds

PROSPECTUS May 1, 2000

CLASS A, B, C, R AND T SHARES

As with all mutual funds, the Securities and Exchange Commission has not
approved or disapproved these securities or passed upon the adequacy of this
prospectus. Any representation to the contrary is a criminal offense.

<PAGE>

The Fund

Dreyfus Founders Balanced Fund
-------------------------------------

Ticker Symbols CLASS A: FRIDX
CLASS B: FRIBX
CLASS C: FRICX
CLASS R: FRIRX
CLASS T: FRIUX

Contents

The Fund
- --------------------------------------------------------------------------------

Investment Approach INSIDE COVER

Main Risks 1

Past Performance 2

Expenses 3

More About Investment Objective,
Strategies and Risks 4

Management 5

Financial Highlights 6

Your Investment
- --------------------------------------------------------------------------------

Account Policies 7

Distributions and Taxes 10

Services for Fund Investors 10

Instructions for Regular Accounts 12

Instructions for IRAs 13

For More Information
- --------------------------------------------------------------------------------

INFORMATION ON THE FUND'S RECENT STRATEGIES AND HOLDINGS CAN BE FOUND IN THE
CURRENT ANNUAL/SEMIANNUAL REPORT. SEE BACK COVER.

INVESTMENT APPROACH

The fund seeks current income and capital appreciation. To pursue this goal, it
normally invests in a balanced portfolio of common stocks, U.S. and foreign
government securities, and a variety of corporate fixed-income obligations.

* For the equity portion of its portfolio, the fund emphasizes
investments in common stocks with the potential for capital appreciation.
These stocks generally pay regular dividends, although the fund may also
invest in non-dividend-paying companies if they represent better prospects
for capital appreciation. Normally, the fund will invest a significant
percentage (up to 75%) of its total assets in equity securities.

* The fund will maintain a minimum of 25% of its total assets in
fixed-income, investment-grade securities rated Baa or higher by Moody's
Investors Service, Inc. ("Moody's") or BBB or higher by Standard & Poor's
("S&P"). Fixed-income securities in which the fund might invest include
bonds, debentures and other corporate or government obligations. Current
income and the potential for capital appreciation are considered in the
selection of these securities. There is no maximum limit on the amount of
straight debt securities in which the fund may invest, and the fund may
invest up to 100% of its assets in such securities for temporary defensive
purposes.

* The fund also may invest up to 30% of its total assets in foreign
securities, with no more than 25% of its total assets invested in the
securities of any one foreign country.

Founders Asset Management LLC ("Founders") manages the fund using a "growth
style" of investing. Founders uses a consistent, "bottom-up" approach to build
equity portfolios, searching one by one for companies whose fundamental
strengths suggest the potential to provide superior earnings growth over time.

Key concepts

The fund offers multiple classes of shares. This prospectus describes shares of
Classes A, B, C, R and T. The fund's other class of shares, Class F, is offered
by a separate prospectus and is generally available only to shareholders who
have continuously maintained an account with any Dreyfus Founders fund since
December 30, 1999. All share classes of the fund invest in the same underlying
portfolio of securities and have the same management team. However, because of
different charges, fees and expenses, the performance of the fund's share
classes will vary.

<PAGE>

MAIN RISKS

The primary risks of investing in this fund are:

* STOCK MARKET RISK. The value of the stocks and other securities owned
by the fund will fluctuate depending on the performance of the companies that
issued them, general market and economic conditions and investor confidence. In
addition, whether or not Founders' assessment of a company's potential to
increase earnings faster than the rest of the market is correct, the securities
in the portfolio may not increase in value, and could even decrease in value.

* INTEREST RATE RISK. When interest rates change, the value of the
fixed-income portion of the fund will be affected. An increase in interest rates
tends to reduce the market value of debt securities, while a decline in interest
rates tends to increase their values.

* CREDIT RISK. The value of the debt securities held by the fund
fluctuates with the credit quality of the issuers of those securities. Credit
risk relates to the ability of the issuer to make payments of principal and
interest when due, including default risk.

Key concepts

GROWTH STOCK: stock of a corporation that has exhibited faster-than-average
gains in earnings over the last few years and is expected to continue to show
high levels of profit growth.

"BOTTOM-UP" APPROACH: choosing fund investments by analyzing the fundamentals of
individual companies rather than focusing on broader market themes.

DIVIDEND: a payment of stock or cash from a company's profits to its
stockholders.

DEBT SECURITY: represents money borrowed that must be repaid to the lender at a
future date. Bonds, notes, bills and money market instruments are all debt
securities.

BOND: an IOU issued by a government or corporation that pays a stated rate of
interest and returns the face value on the maturity date.

The Fund 1
<PAGE>

PAST PERFORMANCE

The following information provides an indication of the risks of investing in
the fund by showing how the performance of the fund's Class F shares has varied
from year to year and by comparing this information to a broad measure of market
performance. Performance figures reflect the reinvestment of dividends. Past
performance is no guarantee of future results.

Class A, B, C, R and T shares are new, and therefore performance information for
the fund's Class F shares, which are not offered by this prospectus, is provided
below. Performance for these share classes will vary from, and may be lower
than, the performance of Class F shares due to differences in sales charges and
expenses.
- --------------------------------------------------------------------------------

Year-by-year total return AS OF 12/31 EACH YEAR (%)

CLASS F SHARES

90 91 92 93 94 95 96 97 98 99
- -4.99 22.86 6.02 21.85 -1.94 29.41 18.76 16.92 13.96 -2.22

BEST QUARTER: Q2 '97 +10.06%
WORST QUARTER: Q3 '90 -7.33%
- --------------------------------------------------------------------------------

Average annual total returns AS OF 12/31/99

1 Year 5 Years 10 Years
- --------------------------------------------------------------------
BALANCED FUND -- CLASS F* -2.22% 14.90% 11.47%
S&P 500 INDEX** 21.03% 28.55% 18.20%
LIPPER BALANCED FUND INDEX** 8.98% 16.33% 12.26%

* INCEPTION DATE 2/19/63.

** THE S&P 500 INDEX IS THE STANDARD & POOR'S COMPOSITE INDEX OF 500
STOCKS, A WIDELY RECOGNIZED UNMANAGED INDEX OF COMMON
STOCKS. THE LIPPER BALANCED FUND INDEX IS AN AVERAGE OF THE
PERFORMANCE OF THE 30 LARGEST BALANCED FUNDS TRACKED BY LIPPER INC. AND
REFLECTS THE EXPENSES OF MANAGING THE MUTUAL FUNDS INCLUDED
IN THE INDEX.

What this fund is -- and isn't

This fund is a mutual fund: a pooled investment that is professionally managed
and gives you the opportunity to participate in financial markets. It strives to
reach its stated goal, although as with all mutual funds, it cannot offer
guaranteed results.

An investment in this fund is not a bank deposit. It is not insured or
guaranteed by the FDIC or any other government agency. It is not a complete
investment program. You could lose money in this fund, but you also have the
potential to make money.

2
<PAGE>

EXPENSES

As an investor, you pay certain fees and expenses in connection with the fund,
which are described in the table below.

FEE TABLE Class A Class B Class C Class R Class T
- --------------------------------------------------------------------------------
Shareholder Transaction Fees (fees paid from your account)
Maximum front-end 5.75 none none none 4.50
sales charge on
purchases as a % of
offering price
Maximum contingent none(1) 4.00 1.00 none none(1)
deferred sales charge
(CDSC) as a % of
purchase or sale price,
whichever is less
Maximum sales charge none none none None none
on reinvested
dividends/distributions

Annual Fund Operating Expenses (expenses paid from fund assets)
% of average daily net assets
Management fees 0.56 0.56 0.56 0.56 0.56
Rule 12b-1 fee none 0.75 0.75 none 0.25
Shareholder services fee 0.25 0.25 0.25 none 0.25
Other expenses(2) 0.16 0.16 0.16 0.16 0.16
- --------------------------------------------------------------------------------
Total annual fund
operating expenses(3) 0.97 1.72 1.72 0.72 1.22

(1) SHARES BOUGHT WITHOUT AN INITIAL SALES CHARGE AS PART OF AN INVESTMENT OF
$1 MILLION OR MORE MAY BE CHARGED A CDSC OF 1.00% IF REDEEMED WITHIN ONE
YEAR.

(2) "OTHER EXPENSES" ARE ESTIMATED FOR THE CURRENT FISCAL YEAR BASED ON
EXPENSES FOR CLASS F SHARES FOR THE FUND'S LAST FISCAL YEAR. THESE EXPENSES
INCLUDE CUSTODIAN, TRANSFER AGENCY AND ACCOUNTING AGENT FEES, AND OTHER
CUSTOMARY FUND EXPENSES.

(3) FUND EXPENSES ARE REDUCED BY EXPENSE OFFSETS FROM CREDITS EARNED ON
UNINVESTED CASH HELD OVERNIGHT AT THE CUSTODIAN. IT IS ESTIMATED THAT AFTER
THESE EXPENSE OFFSETS, TOTAL ANNUAL FUND OPERATING EXPENSES WOULD BE: CLASS
A -- 0.96, CLASSES B AND C -- 1.71, CLASS R -- 0.71 AND CLASS T -- 1.21.
THE CUSTODY AGREEMENT PURSUANT TO WHICH THESE CREDITS ARE MADE AVAILABLE
MAY BE TERMINATED BY THE FUND OR THE CUSTODIAN ON 90 DAYS' NOTICE.

Expense example

1 Year 3 Years 5 Years 10 Years
- -------------------------------------------------------------------

CLASS A $668 $866 $1,080 $1,696

CLASS B
WITH REDEMPTION $575 $842 $1,133 $1,649*
WITHOUT REDEMPTION $175 $542 $933 $1,649*

CLASS C
WITH REDEMPTION $275 $542 $933 $2,030
WITHOUT REDEMPTION $175 $542 $933 $2,030

CLASS R $74 $230 $401 $894

CLASS T $569 $820 $1,090 $1,861

* ASSUMES CONVERSION OF CLASS B TO CLASS A AT END OF THE SIXTH YEAR FOLLOWING
THE DATE OF PURCHASE.

This example shows what you could pay in expenses over time. It uses the same
hypothetical conditions other funds use in their prospectuses: $10,000 initial
investment, 5% total return each year and no changes in expenses. Because actual
return and expenses will be different, the example is for comparison only.

Key concepts

MANAGEMENT FEE: a fee paid to Founders for managing the fund's portfolio.

RULE 12B-1 FEE: the fee paid to finance the sale and distribution of Class B, C
and T shares. Because this fee is paid out of the fund's assets on an ongoing
basis, over time it will increase the cost of your investment and may cost you
more than paying other types of sales charges.

SHAREHOLDER SERVICES FEE: the fee paid to the fund's distributor for providing
shareholder services to the holders of Class A, B, C and T shares.

CONTINGENT DEFERRED SALES CHARGE (CDSC): a back-end sales charge payable if
shares are redeemed within a certain time period.

The Fund 3
<PAGE>
MORE ABOUT INVESTMENT OBJECTIVE, STRATEGIES AND RISKS

This section discusses other investment strategies used by the fund and provides
in more detail the risks associated with those strategies. The Statement of
Additional Information contains more detailed information about the fund's
investment policies and risks.

Other portfolio investments and strategies

ADRS. The fund may invest without limit in American Depositary Receipts and
American Depositary Shares (collectively, "ADRs"). ADRs are receipts
representing shares of a foreign corporation held by a U.S. bank that entitle
the holder to all dividends and capital gains on the underlying foreign shares.
ADRs are denominated in U.S. dollars and trade in the U.S. securities markets.

TEMPORARY DEFENSIVE INVESTMENTS. In times of unstable or adverse market or
economic conditions, up to 100% of the fund's assets can be invested in
temporary defensive instruments in an effort to enhance liquidity or preserve
capital. Temporary defensive investments generally include cash, cash
equivalents such as commercial paper, money market instruments, short-term debt
securities, U.S. government securities, or repurchase agreements. The fund also
could hold these types of securities pending the investment of proceeds from the
sale of fund shares or portfolio securities, or to meet anticipated redemptions
of fund shares. To the extent the fund invests defensively in these securities,
it might not achieve its investment objective.

PORTFOLIO TURNOVER. The fund does not have any limitations regarding portfolio
turnover. The fund may engage in short-term trading to try to achieve its
objective and may have portfolio turnover rates in excess of 100%. A portfolio
turnover rate of 100% is equivalent to the fund buying and selling all
of the securities in its portfolio once during the course of a year. The
portfolio turnover rate of the fund may be higher than some other mutual funds
with the same investment objective. Higher portfolio turnover rates increase the
brokerage costs the fund pays and may adversely affect its performance. If the
fund realizes capital gains when it sells portfolio investments, it generally
must pay those gains out to shareholders, increasing their taxable
distributions. This may adversely affect the after-tax performance of the fund
for shareholders with taxable accounts. The fund's portfolio turnover rates for
prior years are included in the "Financial Highlights" section of this
prospectus. The fund's current and future portfolio turnover rates may differ
significantly from its historical portfolio turnover rates.

More about risk

Like all investments in securities, you risk losing money by investing in the
fund. The fund's investments are subject to changes in their value from a number
of factors.

* COMPANY RISK. The stocks in the fund's portfolio may not perform as
expected. Other factors can affect a particular stock's price, such as poor
earnings reports by the issuer, loss of major customers or management team
members, major litigation against the issuer, or changes in government
regulations affecting the issuer or its industry.

* OPPORTUNITY RISK. There is the risk of missing out on an investment
opportunity because the assets necessary to take advantage of the
opportunity are held in other investments.

* INVESTMENT STYLE RISK. Market performance tends to be cyclical, and during
various cycles, certain investment styles may fall in and out of favor. If
the market is not favoring the fund's growth style of investing, the fund's
gains may not be as big as, or its losses may be bigger than, other funds
using different investment styles.

4
<PAGE>

MANAGEMENT

Founders serves as investment adviser to the fund and is responsible for
selecting the fund's investments and handling its day-to-day business. Founders'
corporate offices are located at 2930 East Third Avenue, Denver, Colorado 80206

Founders and its predecessor companies have operated as investment advisers
since 1938. Founders also serves as investment adviser to other series funds of
Dreyfus Founders Funds, Inc. (the "company"), as well as serving as adviser or
sub-adviser to a number of other investment companies and private accounts.
Founders is the growth specialist affiliate of The Dreyfus Corporation, a
leading mutual fund complex with more than $127 billion in its mutual fund
portfolios as of March 31, 2000. Founders and Dreyfus are investment
subsidiaries of Mellon Financial Corporation, a broad-based global financial
services company.

In addition to managing the fund's investments, Founders also provides certain
related administrative services to the fund. For these investment and
administrative services, the fund pays Founders a management fee. The fund's
management fee for the fiscal year ended December 31, 1999 was 0.56% of the
fund's average daily net assets.

To facilitate day-to-day fund management, Founders uses a lead manager and team
system. Each team is composed of members of the investment department, including
lead portfolio managers, portfolio traders and research analysts. Each
individual shares ideas, information, knowledge and expertise to assist in the
management of the fund. Daily decisions on security selection for the fund are
made by the lead portfolio manager. Through participation in the team process,
the manager uses the input, research and recommendations of the rest of the
management team in making purchase and sale decisions.

Curtis J. Anderson, vice president of investments and chartered financial
analyst, joined Founders in December 1999 and has been the fund's portfolio
manager since that time. Before joining Founders, Mr. Anderson was a senior vice
president, director of research and a portfolio manager with First Security
Investment Management, Salt Lake City, Utah where he was employed from 1991 to
December 1999.

Founders has a personal securities trading policy (the "Policy") which restricts
the personal securities transactions of its employees. Its primary purpose is to
ensure that personal trading by Founders employees does not disadvantage any
Founders-managed fund. Founders portfolio managers and other investment
personnel who comply with the Policy's preclearance and disclosure procedures
may be permitted to purchase, sell or hold certain types of securities which
also may be held in the fund(s) they advise.

The Fund 5
<PAGE>

FINANCIAL HIGHLIGHTS

The following table describes the performance of Class F shares of the fund for
the five years ended December 31, 1999. Certain information reflects financial
results for a single fund share. Since Class A, B, C, R and T shares are new,
financial information is not available for those classes as of the date of this
prospectus.

"Total return" shows how much your investment in the fund would have increased
(or decreased) during each period, assuming you had reinvested all dividends and
distributions. The financial information for the four years ended December 31,
1999 has been audited by PricewaterhouseCoopers LLP, independent accountants.
Another independent accounting firm audited the prior year's information.
PricewaterhouseCoopers LLP's report and the fund's financial statements are
included in the company's 1999 annual report, which is available upon request.

<TABLE>
<CAPTION>
Years Ended December 31
Class F 1999 1998 1997 1996 1995
- ----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Per-share Data ($)
Net Asset Value -- beginning of period 12.19 11.35 10.61 9.58 8.56

Income from investment operations:
Net investment income 0.32 0.30 0.29 0.28 0.28
Net gains (losses) on securities
(both realized and unrealized) (0.61) 1.27 1.48 1.50 2.21
Total from investment operations (0.29) 1.57 1.77 1.78 2.49
Less dividends and distributions
From net investment income(1) (0.32) (0.30) (0.30) (0.27) (0.28)
From net realized gains (0.45) (0.43) (0.73) (0.48) (1.19)
In excess of net realized gains (0.66) 0.00 0.00 0.00 0.00
Total distributions (1.43) (0.73) (1.03) (0.75) (1.47)
Net Asset Value -- end of period 10.47 12.19 11.35 10.61 9.58
Total Return (%) (2.22) 13.96 16.92 18.76 29.41
- ----------------------------------------------------------------------------------------------
Ratios/Supplemental Data
Net expenses to average net assets (%)(2) 0.97 0.99 0.99 1.10 1.19
Gross expenses to average
net assets (%)(2) 0.98 1.00 1.01 1.12 1.23
Ratio of net investment income (loss)
to average net assets (%) 2.64 2.51 2.77 3.09 2.92
Portfolio turnover rate (%)(3) 218 211 203 146 286
- ----------------------------------------------------------------------------------------------
Net assets-end of period ($ x 1,000) 1,055,825 1,244,221 942,690 394,896 130,346
<FN>
(1) DISTRIBUTIONS IN EXCESS OF NET INVESTMENT INCOME FOR THE YEAR ENDED
DECEMBER 31, 1999 AND 1998 AGGREGATED LESS THAN $0.01 ON A PER-SHARE BASIS.

(2) RATIO OF NET EXPENSES TO AVERAGE NET ASSETS REFLECTS REDUCTIONS IN A FUND'S
EXPENSES THROUGH THE USE OF BROKERAGE COMMISSIONS AND CUSTODIAL AND
TRANSFER AGENT CREDITS. RATIO OF GROSS EXPENSES TO AVERAGE NET ASSETS IS
THE TOTAL OF A FUND'S OPERATING EXPENSES BEFORE EXPENSE OFFSET ARRANGEMENTS
AND EARNINGS CREDITS DIVIDED BY ITS AVERAGE NET ASSETS FOR THE STATED
PERIOD.

(3) "PORTFOLIO TURNOVER RATE" IS A MEASURE OF PORTFOLIO ACTIVITY THAT IS
CALCULATED BY DIVIDING THE LESSER OF PURCHASES OR SALES OF SECURITIES,
EXCLUDING SECURITIES HAVING MATURITY DATES AT ACQUISITION OF ONE YEAR OR
LESS, BY THE AVERAGE VALUE OF THE PORTFOLIO SECURITIES HELD DURING THE
PERIOD, WHICH IS A ROLLING TWELVE-MONTH PERIOD.
</FN>
</TABLE>

6
<PAGE>

Your Investment

ACCOUNT POLICIES

YOU WILL NEED TO CHOOSE A SHARE CLASS before making an initial investment.
Selecting a class in which to invest depends on a number of factors, including
the amount and intended length of your investment. In making your choice, you
should weigh the impact of all potential costs over the length of your
investment, including sales charges and annual fees. For example, in some
instances, it can be more economical to pay an initial sales charge than to
choose a class with no initial sales charge but with higher annual fees and a
contingent deferred sales charge (CDSC).

IN SELECTING A CLASS, consider the following:

* CLASS A SHARES may be appropriate if you prefer to pay the fund's sales
charge when you purchase shares rather than upon the sale of your shares,
if you want to take advantage of the reduced sales charges available on
larger investments, and/or if you have a longer-term investment horizon.
Class A shares have no Rule 12b-1 fee.

* CLASS B SHARES may be appropriate if you wish to avoid a front-end sales
charge, if you want to put 100% of your investment dollars to work
immediately, and/or if you have a longer-term investment horizon. Class B
shares convert automatically to Class A shares after the Class B shares are
held for six years.

* CLASS C SHARES may be appropriate if you wish to avoid a front-end sales
charge, if you want to put 100% of your investment dollars to work
immediately, and/or if you have a shorter-term investment horizon.

* CLASS R SHARES are designed for eligible institutions on behalf of their
clients. Individuals may not purchase these shares directly.

* CLASS T SHARES may be appropriate if you prefer to pay the fund's sales
charge when you purchase shares rather than upon the sale of your shares,
if you want to take advantage of the reduced sales charges available on
larger investments, and if you have a shorter-term investment horizon.

Your financial representative can help you choose the share class that is
appropriate for you.

Two ways to reduce sales charges

LETTER OF INTENT: if you agree to purchase at least $50,000 of the fund's shares
(or any other Dreyfus Founders and Dreyfus Premier fund sold with a sales
charge) over a 13-month period, you pay a reduced sales charge as if you had
invested the full amount all at once.

RIGHT OF ACCUMULATION: allows you to combine your investment in this fund with
all your existing investments in any other Dreyfus Founders and Dreyfus Premier
fund sold with a sales charge to determine whether you meet the threshold for
reduced sales charges.

CONSULT THE STATEMENT OF ADDITIONAL INFORMATION (SAI) OR YOUR FINANCIAL
REPRESENTATIVE FOR MORE DETAILS.

Third-party investments

The classes of the fund offered by this prospectus are designed primarily for
investors who are investing through a third party, such as a bank, broker-dealer
or financial adviser, or in a 401(k) or other retirement plan. When you open a
fund account with these third parties, they may impose policies, limitations and
fees which are different from, or in addition to, those described in this
prospectus.

The Fund 7
<PAGE>

ACCOUNT POLICIES (CONTINUED)

Share class charges

EACH SHARE CLASS has its own fee structure. In some cases, you may not have to
pay a sales charge to buy or sell shares. Consult your financial representative
or the SAI to see whether this may apply to you. Because Class A has lower
expenses than Class T, you should consider buying Class A shares if you plan to
invest $1 million or more in the fund.
- --------------------------------------------------------------------------------
Sales charges

CLASS A AND CLASS T -- CHARGED WHEN YOU BUY SHARES

Sales charge Sales charge
deducted as a % of as a % of your
Your investment offering price net investment
-------------------------------------------------------------------------
Class Class Class Class
A T A T
-------------------------------------------------------------------------
Up to $49,999 5.75% 4.50% 6.10% 4.70%
$50,000 -- $99,999 4.50% 4.00% 4.70% 4.20%
$100,000 -- $249,999 3.50% 3.00% 3.60% 3.10%
$250,000 -- $499,999 2.50% 2.00% 2.60% 2.00%
$500,000 -- $999,999 2.00% 1.50% 2.00% 1.50%
$1 million or more* 0.00% 0.00% 0.00% 0.00%

* A 1.00% CDSC may be charged on any shares sold within one year of purchase
(except shares bought through reinvestment of dividends).

Class A shares also carry an annual shareholder services fee of 0.25% of the
class's average daily net assets.

Class T shares also carry an annual Rule 12b-1 fee of 0.25% and a shareholder
services fee of 0.25% of the class's average daily net assets.
- --------------------------------------------------------------------------------

CLASS B -- CHARGED WHEN YOU SELL SHARES

CDSC as a % of your initial
Time since investment or your redemption
your initial purchase (whichever is less)
- -----------------------------------------------------------------

First and second year 4.00%
Third and fourth year 3.00%
Fifth year 2.00%
Sixth year 1.00%
More than 6 years Shares will automatically convert
to Class A, which has no CDSC

Class B shares also carry an annual Rule 12b-1 fee of 0.75% and a shareholder
services fee of 0.25% of the class's average daily net assets.
- --------------------------------------------------------------------------------

CLASS C -- CHARGED WHEN YOU SELL SHARES

A 1.00% CDSC is imposed on redemptions made within the first year of purchase.
Class C shares also carry an annual Rule 12b-1 fee of 0.75% and a shareholder
services fee of 0.25% of the class's average daily net assets.
- --------------------------------------------------------------------------------

CLASS R -- NO SALES CHARGE, RULE 12B-1 FEE OR SHAREHOLDER SERVICES FEE

Buying shares

THE NET ASSET VALUE (NAV) of each class is generally calculated as of the close
of regular trading on the New York Stock Exchange ("NYSE") (usually 4:00 p.m.
Eastern time) every day the NYSE is open. Your order will be priced at the next
NAV calculated after your order is accepted by the fund's transfer agent or
other authorized entity. NAV is not calculated, and you may not conduct fund
transactions, on days the NYSE is closed (generally weekends and New Year's Day,
Martin Luther King Jr. Day, Presidents' Day, Good Friday, Memorial Day,
Independence Day, Labor Day, Thanksgiving Day and Christmas Day). However, the
fund may conduct portfolio transactions on those days, particularly in foreign
markets. Those transactions, and changes in the value of the fund's foreign
securities holdings on such days, may affect the value of fund shares on days
when you are not able to purchase, exchange or redeem shares.
- --------------------------------------------------------------------------------

Minimum investments

Account type Initial Additional
- ------------------------------------------------------------------------------

Regular Accounts $1,000 $100; $500 for
TeleTransfer investments
Traditional IRAs $750 no minimum
Spousal IRAs $750 no minimum
Roth IRAs $750 no minimum
Education IRAs $500 no minimum
after the first year
Automatic $100 $100
investment plans

All investments must be in U.S. dollars. Third-party checks cannot be accepted.
You may be charged a fee for any check that does not clear. Maximum TeleTransfer
purchase is $150,000 per day.

THE FUND'S INVESTMENTS ARE VALUED based on market value or, where market
quotations are not readily available, on fair value as determined in good faith
by the company's board of directors ("board"), or pursuant to procedures
approved by the board.

8
<PAGE>

ORDERS TO BUY AND SELL SHARES received by dealers by the close of trading on the
NYSE and transmitted to the distributor or its designee by the close of its
business day (normally 5:15 p.m. Eastern time) will be based on the NAV
determined as of the close of trading on the NYSE that day.

Selling shares

YOU MAY SELL (REDEEM) SHARES AT ANY TIME. Your shares will be sold at the next
NAV calculated after your order is accepted by the company's transfer agent or
other authorized entity. Your order will be processed promptly, and you will
generally receive the proceeds within a week.

TO KEEP YOUR CDSC AS LOW AS POSSIBLE, each time you request to sell shares, the
fund will first sell shares that are not subject to a CDSC, and then sell those
subject to the lowest charge. The CDSC is based on the lesser of the original
purchase cost or the current market value of the shares being sold, and is not
charged on shares you acquired by reinvesting your dividends. There are certain
instances when you may qualify to have the CDSC waived. Consult the SAI for
details.

BEFORE SELLING RECENTLY PURCHASED SHARES, please note that if the fund has not
yet collected payment for the shares you are selling, it may delay sending the
proceeds until it has collected payment.

General policies

IF YOUR ACCOUNT FALLS BELOW $500, you may be asked to increase your balance. If
it is still below $500 after 30 days, the fund may close your account and send
you the proceeds to the address on record.

UNLESS YOU DECLINE TELEPHONE PRIVILEGES on your application, you may be
responsible for any fraudulent telephone orders as long as reasonable measures
were taken to verify the order.

THE FUND RESERVES THE RIGHT TO:

* refuse any purchase or exchange request that could adversely affect the
fund or its operations, including those from any individual or group that,
in the fund's view, is likely to engage in excessive trading (usually
defined as more than four exchanges out of the fund within a calendar year).

* refuse any purchase or exchange request in excess of 1% of the fund's
total assets.

* change or discontinue its exchange privilege,
or temporarily suspend this privilege during unusual market conditions.

* change its minimum investment amounts.

* delay sending out redemption proceeds for up to seven days (generally
applies only in cases of very large redemptions, excessive trading or during
unusual market conditions).

The fund also reserves the right to make a "redemption in kind" -- payment in
portfolio securities rather than cash -- if the amount you are redeeming is
large enough to affect fund operations. This right may be exercised only if the
amount of your redemptions exceeds the lesser of $250,000 or 1% of the fund's
net assets in any 90-day period.

Written sell orders

Some circumstances require written sell orders along with signature guarantees.
These include:

* amounts of $10,000 or more on accounts whose address has been changed
within the last 30 days

* requests to send the proceeds to a different payee or address

* written sell orders of $100,000 or more

A SIGNATURE GUARANTEE helps protect against fraud. You can obtain one from most
banks or securities dealers, but not from a notary public. For joint accounts,
each signature must be guaranteed. Please call 1-800-554-4611 if you have
questions about obtaining a signature guarantee.

Key concepts

NET ASSET VALUE (NAV): the market value of one fund share, computed by dividing
the total net assets of a fund class by its shares outstanding. The fund's Class
A and Class T shares are offered to the public at NAV plus a sales charge.
Classes B, C, and R are offered at NAV, but Classes B and C are subject to
higher annual operating expenses and a CDSC.

Your Investment 9
<PAGE>

DISTRIBUTIONS AND TAXES

THE FUND INTENDS TO DISTRIBUTE net realized investment income and any net
realized capital gains on an annual basis each December. From time to time, the
fund may make distributions in addition to those described above.

EACH SHARE CLASS WILL GENERATE a different distribution because each has
different expenses. Your distributions will be reinvested in the fund unless you
instruct the fund otherwise. There are no fees or sales charges on
reinvestments.

FUND DIVIDENDS AND DISTRIBUTIONS ARE TAXABLE to most investors (unless your
investment is in an IRA or other tax-advantaged account). The tax status of any
distribution is the same regardless of how long you have been in the fund and
whether you reinvest your distributions or receive them in cash. In general,
distributions are federally taxable as follows:
- --------------------------------------------------------------------------------
Taxability of distributions

Type of Tax rate for Tax rate for
distribution 15% bracket 28% bracket or above
- --------------------------------------------------------------------------------
Income Ordinary Ordinary
dividends income rate income rate

Short-term Ordinary Ordinary
capital gains income rate income rate

Long-term
capital gains 10% 20%

Because everyone's tax situation is unique, always consult your tax professional
about federal, state and local tax consequences.

Taxes on transactions

Except for tax-advantaged accounts, any sale or exchange of fund shares may
generate a tax liability. Withdrawals or distributions from tax-deferred
accounts are taxable when received.

The table above also can provide a guide for potential tax liability when
selling or exchanging fund shares. "Short-term capital gains" applies to fund
shares sold or exchanged up to 12 months after buying them. "Long-term capital
gains" applies to shares sold or exchanged after 12 months.

SERVICES FOR FUND INVESTORS

Automatic services

BUYING OR SELLING SHARES AUTOMATICALLY is easy with the services described
below. With each service, you may select a schedule and amount, subject to
certain restrictions. You can set up most of these services with your
application, or by calling your financial representative or 1-800-554-4611.
- --------------------------------------------------------------------------------

For investing

AUTOMATIC For making automatic investments
ASSET BUILDER((reg.tm)) from a designated bank account.

PAYROLL For making automatic investments
SAVINGS PLAN through payroll deduction.

GOVERNMENT For making automatic investments
DIRECT DEPOSIT from your federal employment,
PRIVILEGE Social Security or other regular
federal government check.

DIVIDEND For automatically reinvesting the
SWEEP dividends and distributions from
one fund into another
(not available for IRAs).
- --------------------------------------------------------------------------------

For exchanging shares

AUTO-EXCHANGE For making regular exchanges
PRIVILEGE from one fund into another.
- --------------------------------------------------------------------------------

For selling shares

AUTOMATIC For making regular withdrawals
WITHDRAWAL PLAN from most funds. There is no CDSC on Class B
shares, as long as the amounts withdrawn do not
exceed 12% annually of the
account value at the time the shareholder elects
to participate in the plan.

Brokerage allocation

Subject to the policy of seeking the best execution of orders at the most
favorable prices, sales of fund shares may be considered as a factor in the
selection of brokerage firms to execute fund portfolio transactions. The SAI
further explains the selection of brokerage firms.

10
<PAGE>

Exchange privilege

YOU CAN EXCHANGE SHARES WORTH $500 OR MORE (no minimum for retirement accounts)
from one class of the fund into the same class of another Dreyfus Founders fund
or Dreyfus Premier fund. You can also exchange Class T shares into Class A
shares of certain Dreyfus Premier fixed-income funds. You can request your
exchange in writing or by phone, or by contacting your financial representative.
Be sure to read the current prospectus for any fund into which you are
exchanging before investing. Any new account established through an exchange
generally has the same privileges as your original account (as long as they are
available). There is currently no fee for exchanges, although you may have to
pay an additional sales charge when exchanging into any fund that has a higher
sales charge.

Money market exchange privilege

AS A CONVENIENCE, the fund's shareholders may exchange all or part of their
investment in the fund for shares of Dreyfus Worldwide Dollar Money Market Fund,
Inc., without paying a CDSC. The Dreyfus Worldwide Dollar Money Market Fund is a
money market fund advised by The Dreyfus Corporation that invests in a
diversified portfolio of high quality money market instruments. THE SHARES OF
DREYFUS WORLDWIDE DOLLAR MONEY MARKET FUND ARE NOT OFFERED BY THIS PROSPECTUS.
Please contact your financial representative or call 1-800-554-4611 to request a
copy of the current Dreyfus Worldwide Dollar Money Market Fund prospectus.
Please be sure to read that prospectus carefully before investing in that fund.

TeleTransfer privilege

TO MOVE MONEY between your bank account and your mutual fund account with a
phone call, use the TeleTransfer privilege. You can set up TeleTransfer on your
account by providing bank account information and by following the instructions
on your application, or by contacting your financial representative.

Reinvestment privilege

UPON WRITTEN REQUEST, you can reinvest up to the number of Class A, B or T
shares you redeemed within 45 days of selling them at the current share price
without any sales charge. If you paid a CDSC, it will be credited back to your
account. This privilege may be used only once.

Account statements

EVERY FUND SHAREHOLDER automatically receives regular account statements. You
will also be sent an annual statement detailing the tax characteristics of any
dividends and distributions you have received.

Your Investment 11

<PAGE>

INSTRUCTIONS FOR REGULAR ACCOUNTS

TO OPEN AN ACCOUNT

In Writing

Complete the application.

Mail your application and a check to:
Dreyfus Founders Funds, Inc.
Balanced Fund
P.O. Box 6587
Providence, RI 02940-6587
Attn: Institutional Processing

TO ADD TO AN ACCOUNT

Fill out an investment slip, and write your account number on your check.

Mail the slip and the check to:
Dreyfus Founders Funds, Inc.
Balanced Fund
P.O.Box 6587
Providence, RI 02940-6587
Attn: Institutional Processing

By Telephone

WIRE Have your bank send your
investment to Boston Safe Deposit & Trust Co., with these instructions:
* ABA# 011001234
* DDA# 046590
* EEC code 5660
* Balanced Fund
* the share class
* your Social Security or tax ID number
* name(s) of investor(s)
* dealer number if applicable

Call us to obtain an account number. Return your application with the account
number on the application.

WIRE Have your bank send your investment to Boston Safe Deposit & Trust Co.,
with these instructions:
* ABA# 011001234
* DDA# 046590
* EEC code 5660
* Balanced Fund
* the share class
* your account number
* name(s) of investor(s)
* dealer number if applicable

ELECTRONIC CHECK Same as wire, but before your account number insert "086" for
Class A, "087" for Class B, "088" for Class C, "089" for Class R, or "090" for
Class T.

TELETRANSFER Request TeleTransfer on your application. Call us to request your
transaction.

Automatically

WITH AN INITIAL INVESTMENT Indicate
on your application which automatic service(s) you want. Return your application
with your investment.

ALL SERVICES Call us at 1-800-554-4611 or call your financial representative to
request a form to add any automatic investing service (see "Services for Fund
Investors"). Complete and return the form along with any other required
materials.

TO SELL SHARES

Write a letter of instruction that includes:
* your name(s) and signature(s)
* your account number
* Balanced Fund
* the dollar amount you want to sell
* how and where to send the proceeds

Obtain a signature guarantee or other documentation, if required (see page 9).

Mail your request to: Dreyfus Founders Funds, Inc. P.O. Box 6587 Providence, RI
02940-6587 Attn: Institutional Processing

TELETRANSFER Call us or your financial representative to request your
transaction. Be sure the fund has your bank account information on file.
Proceeds will be sent to your bank by electronic check.

AUTOMATIC WITHDRAWAL PLAN Call us or your financial representative to request a
form to add the plan. Complete the form, specifying the amount and frequency of
withdrawals you would like.

Be sure to maintain an account balance of $5,000 or more.

To open an account, make subsequent investments or sell shares, please contact
your financial representative or call toll free in the U.S. 1-800-554-4611.
Make checks payable to: DREYFUS FOUNDERS FUNDS, INC.

Key concepts

WIRE TRANSFER: for transferring money from one financial institution to another.
Wiring is the fastest way to move money, although your bank may charge a fee to
send or receive wire transfers. Wire transfers from the fund are subject to a
$1,000 minimum.

ELECTRONIC CHECK: for transferring money out of a bank account. Your transaction
is entered electronically, but may take up to eight business days to clear.
Electronic checks usually are available without a fee at all Automated Clearing
House (ACH) banks.

12
<PAGE>

INSTRUCTIONS FOR IRAS

TO OPEN AN ACCOUNT

In Writing

Complete an IRA application, making sure to specify the fund name and to
indicate the year the contribution is for.

Mail your application and a check to:
The Dreyfus Trust Company, Custodian
P.O. Box 6427
Providence, RI 02940-6427
Attn: Institutional Processing

TO ADD TO AN ACCOUNT

Fill out an investment slip, and write your account number on your check.
Indicate the year the contribution is for.

Mail the slip and the check to:
The Dreyfus Trust Company, Custodian
P.O. Box 6427
Providence, RI 02940-6427
Attn: Institutional Processing

By Telephone

WIRE Have your bank send your investment to Boston Safe Deposit & Trust Co.,
with these instructions:
* ABA# 011001234
* DDA# 046590
* EEC code 5660
* Balanced Fund
* the share class
* your account number
* name(s) of investor(s)
* the contribution year
* dealer number if applicable

ELECTRONIC CHECK Same as wire, but before your account number insert "086" for
Class A, "087" for Class B, "088" for Class C, "089" for Class R, or "090" for
Class T.

Automatically

ALL SERVICES Call us or your financial representative to request a form to add
any automatic investing service (see "Services for Fund Investors"). Complete
and return the form along with any other required materials. All contributions
will count as current year.

TO SELL SHARES

Write a letter of instruction that includes:
* your name and signature
* your account number
* Balanced Fund
* the dollar amount you want to sell
* how and where to send the proceeds
* whether the distribution is qualified or premature
* whether the 10% TEFRA should be withheld

Obtain a signature guarantee or other documentation, if required (see page 9).

Mail your request to:
The Dreyfus Trust Company
P.O. Box 6427
Providence, RI 02940-6427
Attn: Institutional Processing

SYSTEMATIC WITHDRAWAL PLAN Call us to request instructions to establish the
plan.

For information and assistance, contact your financial representative or call
toll free in the U.S. 1-800-554-4611. Make checks payable to: THE DREYFUS TRUST
COMPANY, CUSTODIAN.

Your Investment 13

<PAGE>

For More Information

Dreyfus Founders Balanced Fund

A series of Dreyfus Founders Funds, Inc.
- ---------------------------------------

SEC file number: 811-01018

More information on this fund is available to you free of charge.

Annual/Semiannual Report

Annual and semiannual reports contain the fund's financial statements, portfolio
holdings and historical performance. You will also find a discussion of the
market conditions and investment strategies that significantly affected the
fund's performance in these reports.

Statement of Additional Information (SAI)

A current SAI containing more detailed information about the fund and its
policies has been filed with the Securities and Exchange Commission and is
incorporated by reference and legally considered a part of this prospectus.

You can request copies of the annual and semiannual reports and the SAI, and
obtain other information.

To obtain information:

BY TELEPHONE Call your financial representative or 1-800-554-4611

BY MAIL Write to: Dreyfus Founders Funds 144 Glenn Curtiss Boulevard
Uniondale, NY 11556-0144

ON THE INTERNET Text-only versions of fund documents can be viewed online or
downloaded from the EDGAR database on the Securities and Exchange Commission's
Internet site at: http://www.sec.gov

BY E-MAIL, MAIL OR IN PERSON from the Securities and Exchange Commission (you
will pay a copying fee):

E-mail the Securities and Exchange Commission at [email protected]

Visit or write: SEC's Public Reference Section Washington, DC 20549-6009
1-202-942-8090

Dreyfus Founders Funds are managed by Founders Asset Management LLC.

Founders and Founders Funds are registered trademarks of Founders Asset
Management LLC.

<PAGE>
Dreyfus Founders Discovery Fund

Pursuing capital appreciation through investments in stocks of small-cap growth
companies

PROSPECTUS May 1, 2000

CLASS A, B, C, R AND T SHARES

<PAGE>

The Fund

Dreyfus Founders Discovery Fund
-------------------------------------

Ticker Symbols CLASS A: FDIDX
CLASS B: FDIEX
CLASS C: FDICX
CLASS R: FDIRX
CLASS T: FDITX

Contents

The Fund
- --------------------------------------------------------------------------------

Investment Approach INSIDE COVER

Main Risks 1

Past Performance 1

Expenses 2

More About Investment Objective,
Strategies and Risks 3

Management 4

Financial Highlights 5

Your Investment
- --------------------------------------------------------------------------------

Account Policies 6

Distributions and Taxes 9

Services for Fund Investors 9

Instructions for Regular Accounts 11

Instructions for IRAs 12

For More Information
- --------------------------------------------------------------------------------

INFORMATION ON THE FUND'S RECENT STRATEGIES AND HOLDINGS CAN BE FOUND IN THE
CURRENT ANNUAL/SEMIANNUAL REPORT. SEE BACK COVER.

INVESTMENT APPROACH

The fund seeks capital appreciation. To pursue this goal, the fund targets small
and relatively unknown companies with high growth potential. The fund will
normally invest at least 65% of its total assets in common stocks of small-cap
companies. Typically, these companies are not listed on a national securities
exchange, but trade on the over-the-counter market. The fund also may invest in
larger companies if they represent better prospects for capital appreciation.
Although the fund normally will invest in common stocks of U.S.-based companies,
it may invest up to 30% of its total assets in foreign securities.

Key concepts

GROWTH STOCK: stock of a corporation that has exhibited faster-than-average
gains in earnings over the last few years and is expected to continue to show
high levels of profit growth.

SMALL-CAP COMPANIES: generally, those companies with market capitalizations of
less than $2.2 billion. This range may fluctuate depending on changes in the
value of the stock market as a whole.

<PAGE>

MAIN RISKS

The primary risks of investing in this fund are:

* SMALL COMPANY RISK. While small companies may offer greater opportunity
for capital appreciation than larger and more established companies, they
also involve substantially greater risks of loss and price fluctuations.
Small companies may be in the early stages of development; may have limited
product lines, markets or financial resources; and may lack management depth.
These companies may be more affected by intense competition from larger
companies, and the trading markets for their securities may be less liquid
and more volatile than securities of larger companies. This means that the
fund could have greater difficulty selling a security of a small-cap issuer
at an acceptable price, especially in periods of market volatility. Also, it
may take a substantial period of time before the fund realizes a gain on an
investment in a small-cap company, if it realizes any gain at all.

* SECTOR RISK. Securities of companies within specific sectors of the
economy can perform differently than the overall market. This may be due to
changes in such things as the regulatory or competitive environment or to
changes in investor perceptions regarding a sector. Because the fund may
allocate relatively more assets to certain industry sectors than others, the
fund's performance may be more susceptible to any developments which affect
those sectors emphasized by the fund.

What this fund is -- and isn't

PAST PERFORMANCE

Year-by-year total return AS OF 12/31 EACH YEAR (%)

CLASS F SHARES

90 91 92 93 94 95 96 97 98 99
13.17 62.47 15.17 10.81 -7.75 31.30 21.21 11.95 14.19 94.59

BEST QUARTER: Q4 '99 +41.85%
WORST QUARTER: Q3 '98 -22.73%
- --------------------------------------------------------------------------------

Average annual total returns AS OF 12/31/99

1 Year 5 Years 10 Years
- ----------------------------------------------------------------
DISCOVERY FUND
- -- CLASS F* 94.59% 31.68% 23.96%
RUSSELL 2000 INDEX** 21.26% 16.69% 13.40%

* INCEPTION DATE 12/31/89.

** THE RUSSELL 2000 INDEX IS A WIDELY RECOGNIZED, UNMANAGED SMALL-CAP INDEX OF
THE COMMON STOCKS OF THE 2,000 U.S. PUBLIC COMPANIES NEXT IN SIZE AFTER THE
LARGEST 1,000 PUBLICLY TRADED U.S. COMPANIES.

The Fund 1
<PAGE>

EXPENSES

As an investor, you pay certain fees and expenses in connection with the fund,
which are described in the table below.

Annual Fund Operating Expenses (expenses paid from fund assets)
% of average daily net assets
Management fees 0.92 0.92 0.92 0.92 0.92
Rule 12b-1 fee none 0.75 0.75 none 0.25
Shareholder services fee 0.25 0.25 0.25 none 0.25
Other expenses(2) 0.21 0.21 0.21 0.21 0.21
- --------------------------------------------------------------------------------

Total annual fund
operating expenses(3) 1.38 2.13 2.13 1.13 1.63

(1) SHARES BOUGHT WITHOUT AN INITIAL SALES CHARGE AS PART OF AN INVESTMENT OF
$1 MILLION OR MORE MAY BE CHARGED A CDSC OF 1.00% IF REDEEMED WITHIN ONE
YEAR.

(3) FUND EXPENSES ARE REDUCED BY EXPENSE OFFSETS FROM CREDITS EARNED ON
UNINVESTED CASH HELD OVERNIGHT AT THE CUSTODIAN. IT IS ESTIMATED THAT AFTER
THESE EXPENSE OFFSETS, TOTAL ANNUAL FUND OPERATING EXPENSES WOULD BE: CLASS
A -- 1.37, CLASSES B AND C -- 2.12, CLASS R -- 1.12 AND CLASS T -- 1.62.
THE CUSTODY AGREEMENT PURSUANT TO WHICH THESE CREDITS ARE MADE AVAILABLE
MAY BE TERMINATED BY THE FUND OR THE CUSTODIAN ON 90 DAYS' NOTICE.

Expense example

1 Year 3 Years 5 Years 10 Years
- -------------------------------------------------------------------

CLASS A $707 $987 $1,287 $2,137

CLASS B
WITH REDEMPTION $616 $967 $1,344 $2,096*
WITHOUT REDEMPTION $216 $667 $1,144 $2,096*

CLASS C
WITH REDEMPTION $316 $667 $1,144 $2,462
WITHOUT REDEMPTION $216 $667 $1,144 $2,462

CLASS R $115 $359 $622 $1,375

CLASS T $608 $941 $1,297 $2,296

* ASSUMES CONVERSION OF CLASS B TO CLASS A AT END OF THE SIXTH YEAR
FOLLOWING THE DATE OF PURCHASE.

This example shows what you could pay in expenses over time. It uses the same
hypothetical conditions other funds use in their prospectuses: $10,000 initial
investment, 5% total return each year and no changes in expenses. Because actual
return and expenses will be different, the example is for comparison only.

Key concepts

MANAGEMENT FEE: a fee paid to Founders for managing the fund's portfolio.

SHAREHOLDER SERVICES FEE: the fee paid to the fund's distributor for providing
shareholder services to the holders of Class A, B, C and T shares.

CONTINGENT DEFERRED SALES CHARGE (CDSC): a back-end sales charge payable if
shares are redeemed within a certain time period.

2
<PAGE>
MORE ABOUT INVESTMENT OBJECTIVE, STRATEGIES AND RISKS

Other portfolio investments and strategies

PORTFOLIO TURNOVER. The fund does not have any limitations regarding portfolio
turnover. The fund may engage in short-term trading to try to achieve its
objective and may have portfolio turnover rates in excess of 100%. A portfolio
turnover rate of 100% is equivalent to the fund buying and selling all of the
securities in its portfolio once during the course of a year. The portfolio
turnover rate of the fund may be higher than some other mutual funds with the
same investment objective. Higher portfolio turnover rates increase the
brokerage costs the fund pays and may adversely affect its performance. If the
fund realizes capital gains when it sells portfolio investments, it generally
must pay those gains out to shareholders, increasing their taxable
distributions. This may adversely affect the after-tax performance of the fund
for shareholders with taxable accounts. The fund's portfolio turnover rates for
prior years are included in the "Financial Highlights" section of this
prospectus. The fund's current and future portfolio turnover rates may differ
significantly from its historical portfolio turnover rates.

More about risk

Like all investments in securities, you risk losing money by investing in the
fund. The fund's investments are subject to changes in their value from a number
of factors.

* OPPORTUNITY RISK. There is the risk of missing out on an investment
opportunity because the assets necessary to take advantage of the
opportunity are held in other investments.

* INITIAL PUBLIC OFFERINGS. The fund invests in initial public offerings
("IPOs"). Part of the historical performance of the fund is due to the
fund's purchase of securities sold in IPOs. The effect of IPOs on the
fund's performance depends on a variety of factors, including the number of
IPOs the fund invests in, whether and to what extent a security purchased
in an IPO appreciates in value, and the asset base of the fund. There is no
guarantee that the fund's investments in IPOs, if any, will continue to
have a similar impact on the fund's performance.

The Fund 3
<PAGE>

MANAGEMENT

Robert T. Ammann, vice president of investments and chartered financial analyst,
has been the fund's lead portfolio manager since 1997. Mr. Ammann joined
Founders in 1993 as a research analyst, and became a senior research analyst in
1996.

Founders has a personal securities trading policy (the "Policy") which restricts
the personal securities transactions of its employees. Its primary purpose is to
ensure that personal trading by Founders employees does not disadvantage any
Founders-managed fund. Founders portfolio managers and other investment
personnel who comply with the Policy's preclearance and disclosure procedures
may be permitted to purchase, sell or hold certain types of securities which
also may be held in the fund(s) they advise.

4
<PAGE>

FINANCIAL HIGHLIGHTS

This table describes the performance of Class F shares of the fund for the five
years ended December 31, 1999. Certain information reflects financial results
for a single fund share. Since Class A, B, C, R and T shares are new, financial
information is not available for those classes as of the date of this
prospectus.

Income from investment operations:
Net investment income (loss) (0.08) (0.07) 0.07 (0.20) (0.12)
Net gains (losses) on securities
(both realized and unrealized) 22.72 3.15 2.69 4.72 6.29
Total from investment operations 22.64 3.08 2.76 4.52 6.17
Less dividends and distributions
From net investment income 0.00 0.00 0.00 0.00 0.00
From net realized gains (6.15) (2.16) (3.53) (2.00) (4.35)
Total distributions (6.15) (2.16) (3.53) (2.00) (4.35)
Net Asset Value -- end of period 40.86 24.37 23.45 24.22 21.70
Total Return (%) 94.59 14.19 11.95 21.21 31.30
- ----------------------------------------------------------------------------------------------
Ratios/Supplemental Data
Net expenses to average net assets (%)(1) 1.45 1.55 1.52 1.58 1.58
Gross expenses to average
net assets (%)(1) 1.46 1.57 1.54 1.59 1.63
Ratio of net investment income (loss)
to average net assets (%) (0.96) (0.91) (0.55) (0.85) (0.60)
Portfolio turnover rate (%)(2) 157 121 90 106 118
- ----------------------------------------------------------------------------------------------
Net assets-end of period ($ x 1,000) 806,152 241,124 246,281 247,494 216,623
<FN>
(1) RATIO OF NET EXPENSES TO AVERAGE NET ASSETS REFLECTS REDUCTIONS IN A FUND'S
EXPENSES THROUGH THE USE OF BROKERAGE COMMISSIONS AND CUSTODIAL AND
TRANSFER AGENT CREDITS. RATIO OF GROSS EXPENSES TO AVERAGE NET ASSETS IS
THE TOTAL OF A FUND'S OPERATING EXPENSES BEFORE EXPENSE OFFSET ARRANGEMENTS
AND EARNINGS CREDITS DIVIDED BY ITS AVERAGE NET ASSETS FOR THE STATED
PERIOD.

(2) "PORTFOLIO TURNOVER RATE" IS A MEASURE OF PORTFOLIO ACTIVITY THAT IS
CALCULATED BY DIVIDING THE LESSER OF PURCHASES OR SALES OF SECURITIES,
EXCLUDING SECURITIES HAVING MATURITY DATES AT ACQUISITION OF ONE YEAR OR
LESS, BY THE AVERAGE VALUE OF THE PORTFOLIO SECURITIES HELD DURING THE
PERIOD, WHICH IS A ROLLING TWELVE-MONTH PERIOD.
</FN>
</TABLE>

The Fund 5
<PAGE>

Your Investment

ACCOUNT POLICIES

IN SELECTING A CLASS, consider the following:

* CLASS R SHARES are designed for eligible institutions on behalf of their
clients. Individuals may not purchase these shares directly.

Your financial representative can help you choose the share class that is
appropriate for you.

Two ways to reduce sales charges

CONSULT THE STATEMENT OF ADDITIONAL INFORMATION (SAI) OR YOUR FINANCIAL
REPRESENTATIVE FOR MORE DETAILS.

Third-party investments

6
<PAGE>

Share class charges

CLASS A AND CLASS T -- CHARGED WHEN YOU BUY SHARES

* A 1.00% CDSC may be charged on any shares sold within one year of purchase
(except shares bought through reinvestment of dividends).

Class A shares also carry an annual shareholder services fee of 0.25% of the
class's average daily net assets.

CLASS B -- CHARGED WHEN YOU SELL SHARES

CDSC as a % of your initial
Time since investment or your redemption
your initial purchase (whichever is less)
- -----------------------------------------------------------------

First and second year 4.00%
Third and fourth year 3.00%
Fifth year 2.00%
Sixth year 1.00%
More than 6 years Shares will automatically convert
to Class A, which has no CDSC

CLASS C -- CHARGED WHEN YOU SELL SHARES

CLASS R -- NO SALES CHARGE, RULE 12B-1 FEE OR SHAREHOLDER SERVICES FEE

Buying shares

Minimum investments

Account type Initial Additional
- ------------------------------------------------------------------------------

All investments must be in U.S. dollars. Third-party checks cannot be accepted.
You may be charged a fee for any check that does not clear. Maximum TeleTransfer
purchase is $150,000 per day.

Your Investment 7
<PAGE>

ACCOUNT POLICIES (CONTINUED)

Selling shares

BEFORE SELLING RECENTLY PURCHASED SHARES, please note that if the fund has not
yet collected payment for the shares you are selling, it may delay sending the
proceeds until it has collected payment.

General policies

UNLESS YOU DECLINE TELEPHONE PRIVILEGES on your application, you may be
responsible for any fraudulent telephone orders as long as reasonable measures
were taken to verify the order.

THE FUND RESERVES THE RIGHT TO:

* refuse any purchase or exchange request that could adversely affect the
fund or its operations, including those from any individual or group that, in
the fund's view, is likely to engage in excessive trading (usually defined as
more than four exchanges out of the fund within a calendar year).

* refuse any purchase or exchange request in excess of 1% of the fund's
total assets.

* change or discontinue its exchange privilege, or temporarily suspend
this privilege during unusual market conditions.

* change its minimum investment amounts.

* delay sending out redemption proceeds for up to seven days (generally
applies only in cases of very large redemptions, excessive trading or during
unusual market conditions).

Written sell orders

Some circumstances require written sell orders along with signature guarantees.
These include:

* amounts of $10,000 or more on accounts whose address has been changed
within the last 30 days

* requests to send the proceeds to a different payee or address

* written sell orders of $100,000 or more

Key concepts

8
<PAGE>

DISTRIBUTIONS AND TAXES

Taxability of distributions

Short-term Ordinary Ordinary
capital gains income rate income rate

Long-term
capital gains 10% 20%

Because everyone's tax situation is unique, always consult your tax professional
about federal, state and local tax consequences.

Taxes on transactions

Except for tax-advantaged accounts, any sale or exchange of fund shares may
generate a tax liability. Withdrawals or distributions from tax-deferred
accounts are taxable when received.

SERVICES FOR FUND INVESTORS

Automatic services

For investing

AUTOMATIC For making automatic investments
ASSET BUILDER((reg.tm)) from a designated bank account.

PAYROLL For making automatic investments
SAVINGS PLAN through payroll deduction.

GOVERNMENT For making automatic investments
DIRECT DEPOSIT from your federal employment,
PRIVILEGE Social Security or other regular
federal government check.

For exchanging shares

AUTO-EXCHANGE For making regular exchanges
PRIVILEGE from one fund into another.
- --------------------------------------------------------------------------------

For selling shares

Brokerage allocation

Your Investment 9
<PAGE>

SERVICES FOR FUND INVESTORS (CONTINUED)

Exchange privilege

Money market exchange privilege

AS A CONVENIENCE, the fund's shareholders may exchange all or part of their
investment in the fund for shares of Dreyfus Worldwide Dollar Money Market Fund,
Inc., without paying a CDSC. The Dreyfus Worldwide Dollar Money Market Fund is a
money market fund advised by The Dreyfus Corporation that invests in a
diversified portfolio of high-quality money market instruments. THE SHARES OF
DREYFUS WORLDWIDE DOLLAR MONEY MARKET FUND ARE NOT OFFERED BY THIS PROSPECTUS.
Please contact your financial representative or call 1-800-554-4611 to request a
copy of the current Dreyfus Worldwide Dollar Money Market Fund prospectus.
Please be sure to read that prospectus carefully before investing in that fund.

TeleTransfer privilege

Reinvestment privilege

Account statements

10
<PAGE>

INSTRUCTIONS FOR REGULAR ACCOUNTS

TO OPEN AN ACCOUNT

In Writing

Complete the application.

Mail your application and a check to:
Dreyfus Founders Funds, Inc.
Discovery Fund
P.O. Box 6587
Providence, RI 02940-6587
Attn: Institutional Processing

TO ADD TO AN ACCOUNT

Fill out an investment slip, and write your account number on your check.

Mail the slip and the check to:
Dreyfus Founders Funds, Inc.
Discovery Fund
P.O. Box 6587
Providence, RI 02940-6587
Attn: Institutional Processing

By Telephone

WIRE Have your bank send your
investment to Boston Safe Deposit & Trust Co., with these instructions:
* ABA# 011001234
* DDA# 046590
* EEC code 5660
* Discovery Fund
* the share class
* your Social Security or tax ID number
* name(s) of investor(s)
* dealer number if applicable

Call us to obtain an account number. Return your application with the account
number on the application.

WIRE Have your bank send your investment to Boston Safe Deposit & Trust Co.,
with these instructions:
* ABA# 011001234
* DDA# 046590
* EEC code 5660
* Discovery Fund
* the share class
* your account number
* name(s) of investor(s)
* dealer number if applicable

ELECTRONIC CHECK Same as wire, but before your account number insert "182" for
Class A, "183" for Class B, "184" for Class C, "185" for Class R, or "186" for
Class T.

TELETRANSFER Request TeleTransfer on your application. Call us to request your
transaction.

Automatically

WITH AN INITIAL INVESTMENT Indicate
on your application which automatic service(s) you want. Return your application
with your investment.

TO SELL SHARES

Write a letter of instruction that includes:
* your name(s) and signature(s)
* your account number
* Discovery Fund
* the dollar amount you want to sell
* how and where to send the proceeds

Obtain a signature guarantee or other documentation, if required (see page 8).

Mail your request to:
Dreyfus Founders Funds, Inc.
P.O. Box 6587, Providence, RI 02940-6587
Attn: Institutional Processing

TELETRANSFER Call us or your financial representative to request your
transaction. Be sure the fund has your bank account information on file.
Proceeds will be sent to your bank by electronic check.

AUTOMATIC WITHDRAWAL PLAN Call us or your financial representative to request a
form to add the plan. Complete the form, specifying the amount and frequency of
withdrawals you would like.

Be sure to maintain an account balance of $5,000 or more.

Key concepts

Your Investment 11
<PAGE>

INSTRUCTIONS FOR IRAS

TO OPEN AN ACCOUNT

In Writing

Complete an IRA application, making sure to specify the fund name and to
indicate the year the contribution is for.

Mail your application and a check to:
The Dreyfus Trust Company, Custodian
P.O. Box 6427
Providence, RI 02940-6427
Attn: Institutional Processing

TO ADD TO AN ACCOUNT

Fill out an investment slip, and write your account number on your check.
Indicate the year the contribution is for.

Mail the slip and the check to:
The Dreyfus Trust Company, Custodian
P.O. Box 6427
Providence, RI 02940-6427
Attn: Institutional Processing

By Telephone

WIRE Have your bank send your investment to Boston Safe Deposit & Trust Co.,
with these instructions:
* ABA# 011001234
* DDA# 046590
* EEC code 5660
* Discovery Fund
* the share class * your account number
* name(s) of investor(s)
* the contribution year
* dealer number if applicable

ELECTRONIC CHECK Same as wire, but before your account number insert "182" for
Class A, "183" for Class B, "184" for Class C, "185" for Class R, or "186" for
Class T.

Automatically

TO SELL SHARES

Write a letter of instruction that includes:
* your name and signature
* your account number
* Discovery Fund
* the dollar amount you want to sell
* how and where to send the proceeds
* whether the distribution is qualified or premature
* whether the 10% TEFRA should be withheld

Obtain a signature guarantee or other documentation, if required (see page 8).

Mail your request to:
The Dreyfus Trust Company
P.O. Box 6427, Providence, RI 02940-6427
Attn: Institutional Processing

SYSTEMATIC WITHDRAWAL PLAN Call us to request instructions to establish the
plan.

For information and assistance, contact your financial representative or call
toll free in the U.S. 1-800-554-4611. Make checks payable to: THE DREYFUS TRUST
COMPANY, CUSTODIAN.

12
<PAGE>

For More Information

Dreyfus Founders Discovery Fund