DREYFUS LAUREL FUNDS TRUST, 485APOS, 1997-11-17

DREYFUS LAUREL FUNDS TRUST
485APOS, 1997-11-17

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File Nos. 811-524
33-43846

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [ ]

Pre-Effective Amendment No. [ ]

Post-Effective Amendment No. 106 [ X ]

and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [ ]

Amendment No. 106 [ X ]

(Check appropriate box or boxes.)

THE DREYFUS/LAUREL FUNDS TRUST
---------------------------------------------------
(Exact Name of Registrant as Specified in Charter)

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

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

John E. Pelletier
Secretary
The Dreyfus/Laurel Funds Trust
200 Park Avenue
New York, New York 10166
(Name and Address of Agent for Service)

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

____ immediately upon filing pursuant to paragraph (b)

____ on (date) pursuant to paragraph (b)

____ 60 days after filing pursuant to paragraph (a)(1)

__X_ on January 16, 1998 pursuant to paragraph (a)(1)

____ 75 days after filing pursuant to paragraph (a)(2)

____ on (date) pursuant to paragraph (a)(2) of Rule 485

If appropriate, check the following box:

____ this post-effective amendment designates a new effective date for a
previously filed post-effective amendment.

<PAGE>

DREYFUS PREMIER CORE VALUE FUND

Cross-Reference Sheet Pursuant to Rule 495(a)
- ---------------------------------------------

The following post-effective amendment to the Registrant's Registration
Statement on Form N-1A relates only to Dreyfus Core Value Fund (renamed Dreyfus
Premier Core value Fund effective January 16, 1998)(hereinafter "Dreyfus Premier
Core Value Fund"), and does not affect the Registration Statements of the
following Series of the Registrant:

DREYFUS PREMIER MANAGED INCOME FUND
DREYFUS PREMIER LIMITED TERM HIGH INCOME FUND

Items in

Part A of Prospectus
Form N-1A Caption Caption
- -------- ------- ----------

1 Cover Page Cover Page

2 Synopsis Expense Summary

3 Condensed Financial Not Applicable
Information

4 General Description of Investment Objective
Registrant Management Policies;
Investment Techniques;
Certain Portfolio
Securities; General
Information

5 Management of the Fund Management of the Fund;
General information

5A Management's Discussion Management's Discussion
of Fund's Performance of Fund's Performance

6 Capital Stock and Alternative Purchase
Other Securities Methods; How to Buy
Shares; How to Redeem
Shares; Dividends Other
Distributions and Taxes;
General Information

<PAGE>

DREYFUS PREMIER CORE VALUE FUND

Cross-Reference Sheet Pursuant to Rule 495(a) (continued)
---------------------------------------------------------

Items in
Part B of Statement of Additional
Form N-1A Caption Information Caption
- --------- ------- ------------------------

7 Purchase of Securities Expense Summary;
Being Offered Alternative Purchase
Methods; How to Buy
Shares; Shareholder
Services; Distribution
Plans; How to Redeem
Shares

8 Redemption or How to Redeem Shares
Repurchase

9 Pending Legal Not Applicable
Proceedings

10 Cover Page Cover

11 Table of Contents Table of Contents

12 General Information Management of the Fund
and History

13 Investment Objectives Investment Objective
and Policies and Management Policies

14 Management of the Fund Management of the Fund;
Management Agreement

15 Control Persons and Management of the Fund
Principal Holders of
Securities

16 Investment Advisory Management of the Fund;
and Other Services Management Agreement;
Shareholder Services

17 Investment Allocation Investment Objectives
and Other Services and Management Policies;
Portfolio Transactions

18 Capital Stock and Description of the Fund;
Other Securities See Prospectus -- "Cover
Page" and "How to Redeem
Fund Shares"

19 Purchase, Redemption Purchase of Shares;
and Pricing of Distribution and Service
Securities Being Offered Plans; Redemption of
Shares; Determination
of Net Asset Value

20 Tax Status Dividends, Other
Distributions and
Taxes

<PAGE>

DREYFUS PREMIER CORE VALUE FUND

Cross-Reference Sheet Pursuant to Rule 495(a) (Continued)
---------------------------------------------------------

Items in
Part B of Statement of Additional
Form N-1A Caption Information Caption
- --------- ------- ------------------------

21 Underwriters Purchase of Shares;
Distribution and Service
Plans

22 Calculation of Performance Information
Performance Data

23 Financial Statements To Be Filed By Amendment

24 Financial Statements and Exhibits C-1

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

26 Number of Holders of Securities C-3

27 Indemnification C-4

28 Business and Other Connections of C-4
Investment Adviser

29 Principal Underwriters C-4

30 Location of Accounts and Records C-10

31 Management Services C-10

32 Undertakings C-10

<PAGE>

DREYFUS PREMIER CORE VALUE FUND

PROSPECTUS JANUARY 16, 1998

Dreyfus Premier Core Value Fund (the "Fund"), formerly called Dreyfus Core
Value Fund, is a separate, diversified portfolio of The Dreyfus/Laurel Funds
Trust, an open-end management investment company (the "Company"), known as a
mutual fund. The Fund seeks long-term growth of capital, with current income as
a secondary objective, primarily through equity investments, such as common
stocks and securities convertible into common stock.

By this Prospectus, the Fund is offering four Classes of shares -- Class
A, Class B, Class C and Class R -- which are described herein. See "Alternative
Purchase Methods."

Each Class of shares may be purchased or redeemed by telephone using the
TELETRANSFER Privilege.

The Dreyfus Corporation serves as the Fund's investment manager. The
Dreyfus Corporation is referred to as "Dreyfus."

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

This Prospectus sets forth concisely information about the Fund that you
should know before investing. It should be read carefully before you invest and
retained for future reference.
The Statement of Additional Information, dated January 16, 1998, which may
be revised from time to time ("SAI"), provides a further discussion of certain
areas in this Prospectus and other matters which may be of interest to some
investors. It has been filed with the Securities and Exchange Commission ("SEC")
and is incorporated herein by reference. The SEC maintains a Web site
(http://www.sec.gov) that contains the SAI, material incorporated by reference,
and other information regarding the Fund. For a free copy of the SAI, write to
the Fund at 144 Glenn Curtiss Boulevard, Uniondale, New York 11556-0144, or call
1-800-554-4611. When telephoning, ask for Operator 144.

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

MUTUAL FUND SHARES ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED OR
ENDORSED BY, ANY BANK, AND ARE NOT FEDERALLY INSURED BY THE FEDERAL DEPOSIT
INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD, OR ANY OTHER AGENCY. MUTUAL
FUND SHARES INVOLVE CERTAIN INVESTMENT RISKS, INCLUDING THE POSSIBLE LOSS OF
PRINCIPAL.
THE FEES TO WHICH THE FUND IS SUBJECT ARE SUMMARIZED IN THE "EXPENSE
SUMMARY" SECTION OF THE FUND'S PROSPECTUS. THE FUND PAYS AN AFFILIATE OF MELLON
BANK, N.A. ("MELLON BANK") TO BE ITS INVESTMENT MANAGER. MELLON BANK OR AN
AFFILIATE MAY BE PAID FOR PERFORMING OTHER SERVICES FOR THE FUND, SUCH AS
CUSTODIAN, TRANSFER AGENT OR FUND ACCOUNTANT SERVICES. THE FUND IS DISTRIBUTED
BY PREMIER MUTUAL FUND SERVICES, INC. (THE "DISTRIBUTOR").

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

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

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

<PAGE>

TABLE OF CONTENTS

Expense Summary......................................................... 3
Financial Highlights.................................................... 4
Alternative Purchase Methods............................................ 4
Description of the Fund................................................. 5
Management of the Fund.................................................. 8
How to Buy Shares....................................................... 10
ShareholderServices..................................................... 14
How to Redeem Shares.................................................... 18
Additional Information About Purchases, Exchanges and Redemptions....... 21
Distribution Plans (Class A Plan and Class B and C Plans)............... 22
Dividends, Other Distributions and Taxes............................... 22
Performance Information................................................. 24
General Information..................................................... 25

2
<PAGE>
<TABLE>
<CAPTION>

EXPENSE SUMMARY

CLASS A CLASS B CLASS C CLASS R
SHAREHOLDER TRANSACTION EXPENSES ------- ------- ------- -------
<S> <C> <C> <C> <C>
Maximum Sales Load Imposed on Purchases
(as a percentage of offering price)................... 5.75% None None None
Maximum Deferred Sales Charge Imposed on
Redemptions
(as a percentage of the amount subject to charge)..... None* 4.00% 1.00% None

ANNUAL FUND OPERATING EXPENSES
(as a percentage of average daily net assets) .90% .90% .90% .90%
Management Fees .......................... .25% 1.00% 1.00% None
12b-1 Fees(1)............................. .00% .00% .00% .00%
Other Expenses(2)......................... ----- ----- ----- -----
Total Fund Operating Expenses............. 1.15% 1.90% 1.90% .90%

EXAMPLE
You would pay the following
expenses on a $1,000 investment,
assuming (1) a 5% annual return and
(2) except where noted, redemption
at the end of each time period:
CLASS A CLASS B CLASS C CLASS R
------- ------- ------- -------

1 YEAR...................................... $ $ / ** $ / ** $ 9
3 YEARS..................................... $ $ / ** $ $ 29
5 YEARS..................................... $ $ / ** $ $ 50
10 YEARS.................................... $ $ *** $ $111

</TABLE>

- -------------------
* A contingent deferred sales charge of 1% may be assessed on certain
redemptions of Class A shares purchased without an initial sales charge as
part of an investment of $1 million or more. See "How to Buy Shares - Class
A Shares."
** Assuming no redemption of shares.
*** Assumes conversion of Class B shares to Class A shares approximately six
years after the date of purchase and, therefore, reflects Class A expenses
for years seven through ten.
(1) See "Distribution Plans (Class A Plan and Class B and C Plans)" for a
description of the Fund's Distribution Plans and Service Plan for Class A,
Class B and Class C shares.
(2) Does not include fees and expenses of the non-interested Trustees (including
counsel). The investment adviser is contractually required to reduce its
management fee in an amount equal to the Fund's allocable portion of such
fees and expenses, which are estimated to be less than .01% of the Fund's
net assets. (See "Management of the Fund.")

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

The purpose of the foregoing table is to assist you in understanding the
costs and expenses that investors will bear, directly or indirectly, the payment
of which will reduce investors' return on an annual basis. Other Expenses for
Class B and Class C shares are based on applicable amounts for Class A and Class
R shares for the Fund's last fiscal year. The information in the foregoing table
does not reflect any fee waivers or expense reimbursement arrangements that may
be in effect. Long-term investors in Class A, Class B or Class C shares could
pay more in 12b-1 fees than the economic equivalent of paying the maximum
front-end sales charges applicable to mutual funds sold by members of the
National Association of Securities Dealers, Inc. ("NASD"). Certain banks,
securities dealers and brokers ("Selected Dealers") or other financial
institutions (including Mellon Bank and its affiliates) (collectively, "Agents")
may charge their clients direct fees for effecting transactions in Fund shares;
such fees are not reflected in the foregoing table. See "Management of the
Fund," "How to Buy Shares," "How to Redeem Shares" and "Distribution Plans
(Class A Plan and Class B and C Plans)."

3
<PAGE>

The Company understands that Agents may charge fees to their clients who
are owners of the Fund's Class A, Class B, or Class C shares for various
services provided in connection with a client's account. These fees would be in
addition to any amounts received by an Agent under its Selling Agreement
("Agreement") with the Distributor. The Agreement requires each Agent to
disclose to its clients any compensation payable to such Agent by the
Distributor and any other compensation payable by the clients for various
services provided in connection with their accounts.

FINANCIAL HIGHLIGHTS

[Financial Highlights will be filed by amendment.]

ALTERNATIVE PURCHASE METHODS

The Fund offers you four methods of purchasing Fund shares; you may choose
the Class of shares that best suits your needs, given the amount of your
purchase, the length of time you expect to hold your shares and any other
relevant circumstances. Each Fund share represents an identical pro rata
interest in the Fund's investment portfolio. All Fund shares are sold on a
continuous basis.

Class A, Class B and Class C shares are sold primarily to clients of Agents
that have entered into Agreements with the Distributor. Class A shares of the
Fund were formerly called Investor shares.

Class A shares are sold at net asset value per share plus a maximum initial
sales charge of 5.75% of the public offering price imposed at the time of
purchase. The initial sales charge may be reduced or waived for certain
purchases. See "How to Buy Shares - Class A Shares." These shares are subject to
an annual 12b-1 fee at the rate of .25 of 1% of the value of the average daily
net assets of Class A. See "Distribution Plans - Distribution Plan -- Class A
Shares."

Class B shares are sold at net asset value per share with no initial sales
charge at the time of purchase; as a result, the entire purchase price is
immediately invested in the Fund. Class B shares are subject to a maximum 4%
contingent deferred sales charge ("CDSC"), which is assessed only if you redeem
Class B shares within the first six years of their purchase. See "How to Buy
Shares - Class B Shares" and "How to Redeem Shares -- Contingent Deferred Sales
Charge -- Class B Shares." These shares also are subject to an annual
distribution fee at the rate of .75 of 1%, and an annual service fee at the rate
of .25 of 1%, of the value of the average daily net assets of Class B. See
"Distribution Plans Distribution and Service Plans -- Class B and C Shares." The
distribution and service fees paid by Class B will cause such Class to have a
higher expense ratio and to pay lower dividends than Class A. Approximately six
years after the date of purchase (or, in the case of Class B shares of the Fund
acquired through exchange of Class B shares of another fund advised by Dreyfus,
the date of purchase of the original Class B shares of the fund exchanged),
Class B shares will automatically convert to Class A shares, based on the
relative net asset values for shares of each such Class. The converted shares
will no longer be subject to the service plan fee for Class B shares and will be
subject to the lower distribution fee of Class A shares. (Such conversion is
subject to suspension by the Board of Trustees if adverse tax consequences might
result.) Class B shares that have been acquired through the reinvestment of
dividends and other distributions will be converted on a pro rata basis together
with other Class B shares, in the proportion that a shareholder's Class B shares
converting to Class A shares bears to the total Class B shares not acquired
through the reinvestment of dividends and distributions.

Class C shares are sold at net asset value per share with no initial sales
charge at the time of purchase; as a result, the entire purchase price is
immediately invested in the Fund. Class C shares are subject to a 1% CDSC, which
is assessed only if you redeem Class C shares within one year of their purchase.
See "How to Redeem Shares -- Contingent Deferred Sales Charge -- Class C
Shares." These shares also are subject to an annual distribution fee at the rate
of .75 of 1%, and an annual service fee at the rate of .25 of 1%, of the value
of the average daily net assets of Class C. See "Distribution Plans --
Distribution and Service Plans -- Class B and C Shares." The distribution and
service fees paid by Class C will cause such Class to have a higher expense
ratio and to pay lower dividends than Class A.

Class R shares generally may not be purchased directly by individuals,
although eligible institutions may purchase Class R shares for accounts
maintained by individuals. Class R shares are sold at net asset value per share
primarily to bank trust departments and other financial service providers

<PAGE>

(including Mellon Bank and its affiliates) ("Banks") acting on behalf of
customers having a qualified trust or investment account or relationship at such
institution, or to customers who have received and hold shares of the Fund
distributed to them by virtue of such an account or relationship. Class R shares
of the Fund were formerly called Restricted shares.

The decision as to which Class of shares is most beneficial to you depends
on the amount and the intended length of your investment. You should consider
whether, during the anticipated life of your investment in the Fund, the
accumulated distribution fee, service fee and CDSC, if any, on Class B or Class
C shares would be less than the accumulated distribution fee and initial sales
charge on Class A shares purchased at the same time, and to what extent, if any,
such differential would be offset by the return on Class A shares. Additionally,
investors qualifying for reduced initial sales charges who expect to maintain
their investment for an extended period of time might consider purchasing Class
A shares because the accumulated continuing distribution and service fees on
Class B or Class C shares may exceed the accumulated distribution fee and
initial sales charge on Class A shares during the life of the investment.
Finally, you should consider the effect of the CDSC period and any conversion
rights of the Classes in the context of your own investment time frame. For
example, while Class C shares have a shorter CDSC period than Class B shares,
Class C shares do not have a conversion feature and, therefore, are subject to
ongoing distribution and service fees. Thus, Class B shares may be more
attractive than Class C shares to investors with longer term investment
outlooks. Generally, Class A shares may be more appropriate for investors who
invest $1,000,000 or more in Fund shares, but will not be appropriate for
investors who invest less than $50,000 in Fund shares.

In addition to Class A, Class B, Class C and Class R shares, the Fund offers
Institutional shares to those shareholders who have held shares of a predecessor
class of the Fund since April 4, 1994. Institutional shares are offered (only to
existing shareholders of that class) through a separate prospectus, a copy of
which is available free of charge by calling 1-800-645-6561. Institutional
shares are subject to different expenses, which may cause their performance to
differ from that of the Fund's other classes.

DESCRIPTION OF THE FUND

5
<PAGE>

opinion of Dreyfus, a defensive posture is warranted. To this extent, the Fund
may not achieve its investment objective.
INVESTMENT TECHNIQUES
In connection with its investment objectives and policies, the Fund may
employ, among others, the following investment techniques:
BORROWING. The Fund is authorized, within specified limits, to borrow money
for temporary administrative purposes and to pledge its assets in connection
with such borrowings.
SECURITIES LENDING. From time to time, the Fund may lend portfolio
securities to brokers, dealers and other financial organizations. Such loans
will not exceed 33 1/3% of the Fund's total assets, taken at value. Loans of
portfolio securities by the Fund will be collateralized by cash, letters of
credit or securities issued or guaranteed by the U.S. Government or its
agencies, which will be maintained at all times in an amount equal to at least
100% of the current market value of the loaned securities.
COVERED OPTION WRITING. From time to time, the Fund may write covered put
and call options on portfolio securities and may purchase put and call options
on securities. The Fund could realize fees (referred to as "premiums") for
granting the rights evidenced by the options. However, in return for the
premium, the Fund forfeits the right to any appreciation in the value of the
underlying security while the option is outstanding. A put option embodies the
right of its purchaser to compel the writer of the option to purchase from the
option holder an underlying security at the specified price at any time during
the option period. In contrast, a call option embodies the right of its
purchaser to compel the writer of the option to sell the option holder an
underlying security at a specified price at any time during the option period.
Upon the exercise of a put option written by the Fund, the Fund may suffer a
loss equal to the difference between the price at which the Fund is required to
purchase the underlying security and its market value at the time of the option
exercise, less the premium received for writing the option. Upon the exercise of
a call option written by the Fund, the Fund may suffer a loss equal to the
excess of the security's market value at the time of the option exercise over
the Fund's acquisition cost of the security, less the premium received for
writing the option.
Whenever the Fund writes a call option it will continue to own or to have
the present right to acquire the underlying security for as long as it remains
obligated as the writer of the option. To support its obligation to purchase the
underlying security if a put option is exercised, the Fund will either (a)
deposit with the Fund's custodian in a segregated account, cash, U.S. Government
Securities or other high grade debt obligations having a value at least equal to
the exercise price of the underlying securities or (b) continue to own the
equivalent number of puts of the same "series" (that is, puts on the same
underlying security having the same exercise prices and expiration dates as
those written by the Fund), or an equivalent number of puts of the same "class"
(that is, puts on the same underlying security) with exercise prices greater
than those it has written (or, if the exercise prices of the puts it holds are
less than the exercise prices of those it has written, it will deposit the
difference with the Fund's custodian in a segregated account).
The Fund may engage in a closing purchase transaction to realize a profit or
limit a loss, to prevent an underlying security from being called or put or, in
the case of a call option, to unfreeze an underlying security (thereby
permitting its sale or the writing of a new option on the security prior to the
outstanding option's expiration). To effect a closing purchase transaction, the
Fund would purchase, prior to the holder's exercise of an option that the Fund
has written, an option of the same series as that on which the Fund desires to
terminate its obligation. The obligation of the Fund under an option that it has
written would be terminated by a closing purchase transaction, but the Fund
would not be deemed to own an option as a result of the transaction. There can
be no assurance that the Fund will be able to effect closing purchase
transactions at a time when it wishes to do so. To facilitate closing purchase
transactions, however, the Fund will ordinarily write options only if a
secondary market for the options exists on a national securities exchange or in
the over-the-counter market.
CERTAIN PORTFOLIO SECURITIES
FOREIGN SECURITIES. The Fund may purchase securities of foreign issuers and
may invest in obligations of foreign branches of domestic banks and domestic
branches of foreign banks. Investment in foreign securities presents certain
risks, including those resulting from fluctuations in currency exchange rates,
revaluation of currencies, adverse political and economic developments and the
possible imposition of currency exchange blockages or other foreign governmental
laws or restrictions, reduced availability of public information concerning

<PAGE>

issuers, and the fact that foreign issuers are not generally subject to uniform
accounting, auditing and financial reporting standards or to other regulatory
practices and requirements comparable to those applicable to domestic issuers.
Moreover, securities of many foreign issuers may be less liquid and their prices
more volatile than those of comparable domestic issuers. In addition, with
respect to certain foreign countries, there is the possibility of expropriation,
confiscatory taxation and limitations on the use or removal of funds or other
assets of the Fund, including withholding of dividends. Foreign securities may
be subject to foreign government taxes that would reduce the return on such
securities.
ILLIQUID SECURITIES. The Fund will not knowingly invest more than 15% of the
value of its net assets in illiquid securities, including time deposits and
repurchase agreements having maturities longer than seven days. Securities that
have readily available market quotations are not deemed illiquid for purposes of
this limitation (irrespective of any legal or contractual restrictions on
resale). The Fund may invest in commercial obligations issued in reliance on the
so-called "private placement" exemption from registration afforded by Section
4(2) of the Securities Act of 1933, as amended ("Section 4(2) paper"). The Fund
may also purchase securities that are not registered under the Securities Act of
1933, as amended, but that can be sold to qualified institutional buyers in
accordance with Rule 144A under that Act ("Rule 144A securities"). Liquidity
determinations with respect to Section 4(2) paper and Rule 144A securities will
be made by the Board of Trustees or by Dreyfus pursuant to guidelines
established by the Board of Trustees. The Board or Dreyfus will consider
availability of reliable price information and other relevant information in
making such determinations. Section 4(2) paper is restricted as to disposition
under the federal securities laws, and generally is sold to institutional
investors, such as the Fund, that agree that they are purchasing the paper for
investment and not with a view to public distribution. Any resale by the
purchaser must be pursuant to registration or an exemption therefrom. Section
4(2) paper normally is resold to other institutional investors like the Fund
through or with the assistance of the issuer or investment dealers who make a
market in the Section 4(2) paper, thus providing liquidity. Rule 144A securities
generally must be sold to other qualified institutional buyers. If a particular
investment in Section 4(2) paper or Rule 144A securities is not determined to be
liquid, that investment will be included within the percentage limitation on
investment in illiquid securities. The ability to sell Rule 144A securities to
qualified institutional buyers is a recent development and it is not possible to
predict how this market will mature. Investing in Rule 144A securities could
have the effect of increasing the level of Fund illiquidity to the extent that
qualified institutional buyers become, for a time, uninterested in purchasing
these securities from the Fund or other holders.
LOW-RATED AND COMPARABLE UNRATED SECURITIES. Low-rated and comparable
unrated securities (collectively referred to in this discussion as "low-rated
securities") will likely have some quality and protective characteristics that,
in the judgment of the rating organization, are outweighed by large
uncertainties or major risk exposures to adverse conditions; and are
predominantly speculative with respect to the issuer's capacity to pay interest
and to repay principal in accordance with the terms of the obligation. While the
market values of low-rated securities tend to react less to fluctuations in
interest rate levels than the market values of higher-rated securities, the
market values of certain low-rated securities tend to be more sensitive to
individual corporate developments and changes in economic conditions than
higher-rated securities. In addition, low-rated securities generally present a
higher degree of credit risk. Issuers of low-rated securities are often highly
leveraged and may not have more traditional methods of financing available to
them so that their ability to service their debt obligations during an economic
downturn or during sustained periods of rising interest rates may be impaired.
The risk of loss due to default by such issuers is significantly greater because
low-rated securities are generally unsecured and frequently are subordinated to
the prior payment of senior indebtedness. The Fund may incur additional expenses
to the extent that it is required to seek recovery upon a default in the payment
of principal or interest on its portfolio holdings. The existence of limited
markets for low-rated securities may diminish the Fund's ability to obtain
accurate market quotations for purposes of valuing such securities and
calculating its net asset value. Further information regarding security ratings
is contained in the SAI.
STOCK INDEX OPTIONS. The Fund may purchase and write exchange-listed put and
call options on stock indexes to hedge against risks of market-wide price
movements. A stock index measures the movement of a certain group of stocks by
assigning relative values to the common stocks included in the index. (Examples
of well-known stock indexes are the Standard & Poor's 500 Composite Stock Price

7
<PAGE>

Index ("S&P 500") and the New York Stock Exchange Composite Index.) Options on
stock indexes are similar to options on securities. However, because options on
stock indexes do not involve the delivery of an underlying security, the option
represents the holder's right to obtain from the writer in cash a fixed multiple
of the amount by which the exercise price exceeds (in the case of a put) or is
less than (in the case of a call) the closing value of the underlying index on
the exercise date.
The advisability of using stock index options to hedge against the risk of
market-wide movements will depend on the extent of diversification of the Fund's
stock instruments and the sensitivity of its stock investments to factors
influencing the underlying index. The effectiveness of purchasing or writing
stock index options as a hedging technique will depend upon the extent to which
price movements in the portion of the portfolio being hedged correlate with
price movements in the stock index selected.
REPURCHASE AGREEMENTS. The Fund may enter into repurchase agreements. A
repurchase agreement involves the purchase of a security by the Fund and a
simultaneous agreement (generally with a bank or broker-dealer) to repurchase
that security from the Fund at a specified price and date or upon demand. This
technique offers a method of earning income on idle cash. A risk associated with
repurchase agreements is the failure of the seller to repurchase the securities
as agreed, which may cause the Fund to suffer a loss if the market value of such
securities declines before they can be liquidated on the open market. Repurchase
agreements with a duration of more than seven days are considered illiquid
securities and are subject to the associated limits discussed above.
OTHER INVESTMENT COMPANIES. The Fund may invest in securities issued by
other investment companies to the extent that such investments are consistent
with the Fund's investment objectives and policies and permissible under the
Investment Company Act of 1940, as amended ("1940 Act"). As a shareholder of
another investment company, the Fund would bear, along with other shareholders,
its pro rata portion of the other investment company's expenses, including
advisory fees. These expenses would be in addition to the advisory and other
expenses that the Fund bears directly in connection with its own operations.
PORTFOLIO TURNOVER. While securities are purchased for the Fund on the basis
of potential for long-term growth of capital and not for short-term trading
profits, the Fund's turnover rate may exceed 100%. A portfolio turnover rate of
100% would occur, for example, if all the securities held by the Fund were
replaced once in a period of one year. A higher rate of portfolio turnover
involves correspondingly greater brokerage commissions and other expenses that
must be borne directly by the Fund and, thus, indirectly by its shareholders. In
addition, a high rate of portfolio turnover may result in the realization of
larger amounts of short-term capital gains that, when distributed to the Fund's
shareholders; are taxable to them as ordinary income. Nevertheless, securities
transactions for the Fund will be based only upon investment considerations and
will not be limited by any other considerations when Dreyfus deems it
appropriate to make changes in the Fund's assets.
RISK FACTORS
As with any equity fund, the value of your investment in the Fund may
fluctuate in response to movements in the stock market as a whole. In addition,
the ability of the Fund to invest in foreign securities, illiquid securities and
low-rated and unrated debt securities, and to purchase and sell certain
instruments (including writing certain options), may increase the Fund's
investment risks and opportunities. See "Certain Portfolio Securities" and
"Investment Techniques-Covered Options Writing" above and "Investment Objectives
and Management Policies" in the SAI.
LIMITING INVESTMENT RISKS. The Fund is subject to a number of investment
limitations. Certain limitations are matters of fundamental policy and may not
be changed without the affirmative vote of the holders of a majority of the
Fund's outstanding shares. The SAI describes all of the Fund's fundamental and
non-fundamental restrictions.
The investment objectives, policies, restrictions, practices and procedures
of the Fund, unless otherwise specified, may be changed without shareholder
approval. If the Fund's investment objectives, policies, restrictions, practices
or procedures change, shareholders should consider whether the Fund remains an
appropriate investment in light of the shareholder's then-current position and
needs.

<PAGE>

MANAGEMENT OF THE FUND

INVESTMENT MANAGER -- Dreyfus, located at 200 Park Avenue, New York, New
York 10166, was formed in 1947. Dreyfus is a wholly-owned subsidiary of Mellon
Bank, which is a wholly-owned subsidiary of Mellon Bank Corporation ("Mellon").
As of October 31, 1997, Dreyfus managed or administered approximately $93
billion in assets for approximately 1.7 million investor accounts nationwide.

As the Fund's investment manager, Dreyfus supervises and assists in the
overall management of the Fund's affairs under an Investment Management
Agreement with the Company, subject to the overall authority of the Company's
Board of Trustees in accordance with Massachusetts law. Pursuant to the
Investment Management Agreement, Dreyfus provides, or arranges for one or more
third parties to provide, investment advisory, administrative, custody, fund
accounting and transfer agency services to the Fund. As the Fund's investment
manager, Dreyfus manages the Fund by making investment decisions based on the
Fund's investment objectives, policies and restrictions.
The Fund is managed by a committee of portfolio managers of Dreyfus and no
person is primarily responsible for making recommendations to the committee.
This committee also comprises the Equity Policy Group of The Boston Company
Asset Management, Inc. which is an indirect wholly-owned subsidiary of Mellon.

Mellon is a publicly owned multibank holding company incorporated under
Pennsylvania law in 1971 and registered under the Federal Bank Holding Company
Act of 1956, as amended. Mellon provides a comprehensive range of financial
products and services in domestic and selected international markets. Mellon is
among the twenty-five largest bank holding companies in the United States based
on total assets. Mellon's principal wholly-owned subsidiaries are Mellon Bank,
Mellon Bank (DE) National Association, Mellon Bank (MD), The Boston Company,
Inc., AFCO Credit Corporation and a number of companies known as Mellon
Financial Services Corporations. Through its subsidiaries, including Dreyfus,
Mellon managed more than $299 billion in assets as of September 30, 1997,
including approximately $102 billion in proprietary mutual fund assets. As of
September 30, 1997, Mellon, through various subsidiaries, provided
non-investment services, such as custodial or administration services, for more
than $1.488 trillion in assets, including approximately $60 billion in mutual
fund assets.

Under the Investment Management Agreement, the Fund has agreed to pay
Dreyfus a monthly fee at the annual rate of .90 of 1% of the value of the Fund's
average daily net assets. Dreyfus pays all of the Fund's expenses, except
brokerage fees, taxes, interest, fees and expenses of non-interested Trustees
(including counsel fees), Rule 12b-1 fees (if applicable) and extraordinary
expenses. Although Dreyfus does not pay for the fees and expenses of the
non-interested Trustees (including counsel fees), Dreyfus is contractually
required to reduce its investment management fee by an amount equal to the
Fund's allocable share of such fees and expenses. From time to time, Dreyfus may
voluntarily waive a portion of the investment management fees payable by the
Fund, which would have the effect of lowering the expense ratio of the Fund and
increasing return to investors. For the fiscal year ended December 31, 1996, the
Fund paid Dreyfus 0.88% of its average daily net assets in investment management
fees, less fees and expenses of the non-interested Trustees (including counsel
fees) (net of fees waived).

For the fiscal year ended December 31, 1996, total operating expenses
(excluding Rule 12b-1 fees) (net of fees waived) of the Fund were 0.88% of the
average daily net assets of each of Class A and Class R shares. Class B and
Class C shares had not commenced operations as of December 31, 1996.

In addition, Class A, Class B and Class C shares are subject to certain Rule
12b-1 distribution and shareholder servicing fees. See "Distribution Plans
(Class A Plan and Class B and C Plans)."

Dreyfus may pay the Fund's distributor for shareholder services from
Dreyfus' own assets, including past profits but not including the management fee
paid by the Fund. The Fund's distributor may use part or all of such payments to
pay Agents in respect of these services.
In allocating brokerage transactions, Dreyfus seeks to obtain the best
execution of orders at the most favorable net price. Subject to this
determination, Dreyfus may consider, among other things, the receipt of research
services and/or the sale of shares of the Fund or other funds managed, advised
or administered by Dreyfus as factors in the selection of broker-dealers to
execute portfolio transactions for the Fund. See "Portfolio Transactions" in the
SAI.
Dreyfus is authorized to allocate purchase and sale orders for portfolio
securities to certain financial institutions, including, in the case of agency
transactions, financial institutions that are affiliated with Dreyfus or Mellon
Bank or that have sold shares of the Fund, if Dreyfus believes that the quality
of the transaction and the commissions are comparable to what they would be with
other qualified brokerage firms. From time to time, to the extent consistent

9
<PAGE>

with its investment objectives, polices and restrictions, the Fund may invest in
securities of companies with which Mellon Bank has a lending relationship.

DISTRIBUTOR -- The Fund's distributor is Premier Mutual Fund Services, Inc.,
located at 60 State Street, Boston, Massachusetts 02109. The Distributor's
ultimate parent is Boston Institutional Group, Inc.

TRANSFER AND DIVIDEND DISBURSING AGENT AND CUSTODIAN -- Dreyfus Transfer,
Inc., a wholly-owned subsidiary of Dreyfus, P.O. Box 9671, Providence, Rhode
Island 02940-9671, is the Fund's Transfer and Dividend Disbursing Agent (the
"Transfer Agent"). Mellon Bank, located at One Mellon Bank Center, Pittsburgh,
Pennsylvania 15258, serves as the Fund's custodian.

HOW TO BUY SHARES

GENERAL - Class A shares, Class B shares and Class C shares may be purchased
only by clients of Agents, except that full-time or part-time employees of
Dreyfus or any of its affiliates or subsidiaries, directors of Dreyfus, Board
members of a fund advised by Dreyfus, including members of the Company's Board,
or the spouse or minor child of any of the foregoing may purchase Class A shares
directly through the Distributor. In addition, holders of Investor shares of the
Fund as of January 15, 1998 may continue to purchase Class A shares of the Fund
at net asset value per share. Subsequent purchases may be sent directly to the
Transfer Agent or your Agent.

Class R shares are sold primarily to Banks acting on behalf of customers
having a qualified trust or investment account or relationship at such
institution, or to customers who have received and hold shares of the Fund
distributed to them by virtue of such an account or relationship. In addition,
holders of Restricted shares of the Fund as of January 15, 1998 may continue to
purchase Class R shares of the Fund whether or not they would otherwise be
eligible to do so. Class R shares may be purchased for a retirement plan only by
a custodian, trustee, investment manager or other entity authorized to act on
behalf of such a plan. Institutions effecting transactions in Class R shares for
the accounts of their clients may charge their clients direct fees in connection
with such transactions.

When purchasing Fund shares, you must specify which Class is being
purchased. Share certificates are issued only upon your written request. No
certificates are issued for fractional shares. The Fund reserves the right to
reject any purchase order.

Agents may receive different levels of compensation for selling different
Classes of shares. Management understands that some Agents may impose certain
conditions on their clients which are different from those described in this
Prospectus, and, to the extent permitted by applicable regulatory authority, may
charge their clients direct fees which would be in addition to any amounts which
might be received under the Distribution and Service Plans. Each Agent has
agreed to transmit to its clients a schedule of such fees. You should consult
your Agent in this regard.

The minimum initial investment is $1,000. Subsequent investments must be at
least $100. The minimum initial investment is $750 for Dreyfus-sponsored Keogh
Plans, IRAs (including regular IRAs, spousal IRAs for a non working spouse, Roth
IRAs, SEP-IRAs and rollover IRAs) and 403(b)(7) Plans with only one participant
and $500 for Dreyfus-sponsored Education IRAs, with no minimum on subsequent
purchases. The initial investment must be accompanied by the Fund's Account
Application. The Fund reserves the right to offer Fund shares without regard to
minimum purchase requirements to IRAs and employees participating in certain
qualified or non-qualified employee benefit plans or other programs where
contributions or account information can be transmitted in a manner and form
acceptable to the Fund. The Fund reserves the right to vary further the initial
and subsequent investment minimum requirements at any time.

The Internal Revenue Code of 1986, as amended ("Code") imposes various
limitations on the amount that may be contributed to certain qualified or
non-qualified employee benefit plans or other programs, including pension,
profit-sharing and other deferred compensation plans, whether established by
corporations, partnerships, non-profit entities or state and local government
("Retirement Plans"). These limitations apply with respect to participants at
the plan level and, therefore, do not directly affect the amount that may be
invested in the Fund by a Retirement Plan. Participants and plan sponsors should
consult their tax advisers for details.

10
<PAGE>

You may purchase Fund shares by check or wire, or through the TELETRANSFER
Privilege described below. Checks should be made payable to "The Dreyfus Family
of Funds," or if for Dreyfus retirement plan accounts, to "The Dreyfus Trust
Company, Custodian." Payments which are mailed should be sent to Dreyfus Premier
Core Value Fund, P.O. Box 6587, Providence, Rhode Island 02940-6587. If you are
opening a new account, please enclose your Account Application indicating which
Class of shares is being purchased. For subsequent investments, your Fund
account number should appear on the check and an investment slip should be
enclosed. For Dreyfus retirement plan accounts, payments which are mailed should
be sent to The Dreyfus Trust Company, Custodian, P.O. Box 6427, Providence,
Rhode Island 02940-6427. Neither initial nor subsequent investments should be
made by third party check.

Wire payments may be made if your bank account is in a commercial bank that
is a member of the Federal Reserve System or any other bank having a
correspondent bank in New York City. Immediately available funds may be
transmitted by wire to Boston Safe Deposit and Trust Company, together with the
Fund's DDA #______/Dreyfus Premier Core Value Fund and applicable Class, for
purchase of Fund shares in your name. The wire must include your Fund account
number (for new accounts, your Taxpayer Identification Number ("TIN") should be
included instead), account registration and dealer number, if applicable, and
must indicate the Class of shares being purchased. If your initial purchase of
Fund shares is by wire, please call 1-800-554-4611 after completing your wire
payment to obtain your Fund account number. Please include your Fund account
number on the Account Application and promptly mail the Account Application to
the Fund, as no redemptions will be permitted until the Account Application is
received. You may obtain further information about remitting funds in this
manner from your bank. All payments should be made in U.S. dollars and, to avoid
fees and delays, should be drawn only on U.S. banks. A charge will be imposed if
any check used for investment in your account does not clear. The Fund makes
available to certain large institutions the ability to issue purchase
instructions through compatible computer facilities.

Fund shares also may be purchased through Dreyfus-Automatic Asset
Builder(REGISTERED TRADEMARK), Dreyfus Payroll Savings Plan and the Government
Direct Deposit Privilege described under "Shareholder Services." These services
enable you to make regularly scheduled investments and may provide you with a
convenient way to invest for long-term financial goals. You should be aware,
however, that periodic investment plans do not guarantee a profit and will not
protect an investor against loss in a declining market.

Subsequent investments also may be made by electronic transfer of funds from
an account maintained in a bank or other domestic financial institution that is
an Automated Clearing House ("ACH") member. You must direct the institution to
transmit immediately available funds through the ACH to Boston Safe Deposit and
Trust Company with instructions to credit your Fund account. The instructions
must specify your Fund account registration and your Fund account number
PRECEDED BY THE DIGITS "[XXXX]" for Class A shares, "[XXXX]" for Class B shares,
"[XXXX]" for Class C shares, and "[XXXX]" for Class R shares.

The Distributor may pay dealers a fee of up to 0.5% of the amount invested
through such dealers in Fund shares by employees participating in qualified or
non-qualified employee benefit plans or other programs where (i) the employers
or affiliated employers maintaining such plans or programs have a minimum of 250
employees eligible for participation in such plans or programs or (ii) such
plan's or program's aggregate investment in the Dreyfus Family of Funds or
certain other products made available by the Distributor to such plans or
programs exceeds $1,000,000 ("Eligible Benefit Plans"). Shares of funds in the
Dreyfus Family of Funds then held by Eligible Benefit Plans will be aggregated
to determine the fee payable. The Distributor reserves the right to cease paying
these fees at any time. The Distributor will pay such fees from its own funds,
other than amounts received from the Fund, including past profits or any other
source available to it.

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

NET ASSET VALUE PER SHARE ("NAV") -- An investment portfolio's NAV refers to
the worth of one share. The NAV for shares of each Class of the Fund is computed
by adding, with respect to such Class of shares, the value of the Fund's
investments, cash, and other assets attributable to that Class, deducting

11
<PAGE>

liabilities of the Class and dividing the result by the number of shares of that
Class outstanding. Shares of each Class of the Fund are offered on a continuous
basis. The valuation of assets for determining NAV for the Fund may be
summarized as follows:

The portfolio securities of the Fund, except as otherwise noted, listed or
traded on a stock exchange, are valued at the latest sale price. If no sale is
reported, the mean of the latest bid and asked prices is used. Securities traded
over-the-counter are priced at the mean of the latest bid and asked prices but
will be valued at the last sale price if required by regulations of the SEC.
When market quotations are not readily available, securities and other assets
are valued at a fair value as determined in good faith in accordance with
procedures established by the Board of Trustees.

Bonds are valued through valuations obtained from a commercial pricing
service or at the most recent mean of the bid and asked prices provided by
investment dealers in accordance with procedures established by the Board of
Trustees.

NAV is determined on each day that the New York Stock Exchange ("NYSE") is
open (a "business day"), as of the close of trading on the floor of the NYSE
(usually 4 p.m. New York time). For purposes of determining NAV, options and
futures contracts will be valued 15 minutes after the close of trading on the
floor of the NYSE. Orders received by the Transfer Agent or other agent in
proper form before the close of trading on the floor of the NYSE are effective
on, and will receive the public offering price determined on, that day (except
investments made by electronic funds transfer, which are effective two business
days after your call). Except in the case of certain orders transmitted by
dealers as described in the following paragraph, orders received after such
close of trading are effective on, and receive the public offering price
determined on, the next business day.

Orders for the purchase of Fund shares received by dealers by the close of
trading on the floor of the NYSE on a business day and transmitted to the
Distributor or its designee by the close of its business day (normally 5:15
p.m., New York time) will be based on the public offering price per share
determined as of the close of trading on the floor of the NYSE on that day.
Otherwise, the orders will be based on the next determined public offering
price. It is the dealers' responsibility to transmit orders so that they will be
received by the Distributor or its designee before the close of its business
day. For certain institutions that have entered into Agreements with the
Distributor, payment for the purchase of Fund shares may be transmitted, and
must be received by the Transfer Agent, within three business days after the
order is placed. If such payment is not received within three business days
after the order is placed, the order may be cancelled and the institution could
be held liable for resulting fees and/or losses.

CLASS A SHARES -- The public offering price for Class A shares is the NAV of
that Class, plus, except for shareholders beneficially owning Investor shares of
the Fund on January 15, 1998, a sales load as shown below:

TOTAL SALES LOAD
--------------------------------------
AS A % OF AS A % OF DEALERS' REALLOWANCE
OFFERING PRICE NET ASSET VALUE AS A % OF
AMOUNT OF TRANSACTION PER SHARE PER SHARE OFFERING PRICE
- -------------------------------- ---------------- ------------------- -----------------
<S> <C> <C> <C>
Less than $50,000..................... 5.75 6.10 5.00
$50,000 to less than $100,000......... 4.50 4.70 3.75
$100,000 to less than $250,000........ 3.50 3.60 2.75
$250,000 to less than $500,000........ 2.50 2.60 2.25
$500,000 to less than $1,000,000...... 2.00 2.00 1.75
$1,000,000 or more.................... -0- -0- -0-
</TABLE>

Holders of Investor shares of the Fund as of January 15, 1998 may continue
to purchase Class A shares of the Fund at NAV. However, investments by such
holders in OTHER funds advised by Dreyfus will be subject to any applicable
front-end sales load.

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<PAGE>

There is no initial sale charge on purchases of $1,000,000 or more of Class
A shares. However, if you purchase Class A shares without an initial sales
charge as part of an investment of at least $1,000,000 and redeem all or a
portion of those shares within one year of purchase, a CDSC of 1.00% will be
assessed at the time of redemption. The Distributor may pay Agents an amount up
to 1% of the NAV of Class A shares purchased by their clients that are subject
to a CDSC. The terms contained in the section of the Prospectus entitled "How to
Redeem Shares--Contingent Deferred Sales Charge--Class B Shares" (other than the
amount of the CDSC and time periods) and "How to Redeem Shares--Waiver of CDSC"
are applicable to the Class A shares subject to a CDSC. Letter of Intent and
Right of Accumulation apply to such purchases of Class A shares.

Full-time employees of NASD member firms and full-time employees of other
financial institutions which have entered into an agreement with the Distributor
pertaining to the sale of Fund shares (or which otherwise have a brokerage
related or clearing arrangement with an NASD member firm or financial
institution with respect to sales of Fund shares) may purchase Class A shares
for themselves directly or pursuant to an employee benefit plan or other
program, or for their spouses or minor children at NAV, provided that they have
furnished the Distributor with such information as it may request from time to
time in order to verify eligibility for this privilege. This privilege also
applies to full-time employees of financial institutions affiliated with NASD
member firms whose full-time employees are eligible to purchase Class A shares
at NAV. In addition, Class A shares are offered at NAV to full-time or part-time
employees of Dreyfus or any of its affiliates or subsidiaries, directors of
Dreyfus, Board members of a fund advised by Dreyfus, including members of the
Company's Board, or the spouse or minor child of any of the foregoing.

Class A shares are offered at NAV without a sales load to employees
participating in Eligible Benefit Plans. Class A shares also may be purchased
(including by exchange) at NAV without a sales load for Dreyfus-sponsored IRA
"Rollover Accounts" with the distribution proceeds from a qualified retirement
plan or a Dreyfus-sponsored 403(b)(7) plan, provided that, at the time of such
distribution, such qualified retirement plan or Dreyfus-sponsored 403(b)(7) plan
(a) met the requirements of an Eligible Benefit Plan and all or a portion of
such plan's assets were invested in funds in the Dreyfus Premier Family of Funds
or the Dreyfus Family of Funds or certain other products made available by the
Distributor to such plans, or (b) invested all of its assets in certain funds in
the Dreyfus Premier Family of Funds or the Dreyfus Family of Funds or certain
other products made available by the Distributor to such plans.

Class A shares may be purchased at NAV through certain broker-dealers and
other financial institutions which have entered into an agreement with the
Distributor, which includes a requirement that such shares be sold for the
benefit of clients participating in a "wrap account" or a similar program under
which such clients pay a fee to such broker-dealer or other financial
institution.

Class A shares also may be purchased at NAV, subject to appropriate
documentation, through a broker-dealer or other financial institution with the
proceeds from the redemption of shares of a registered open-end management
investment company not managed by Dreyfus or its affiliates. The purchase of
Class A shares of the Fund must be made within 60 days of such redemption and
the shareholder must have either (i) paid an initial sales charge or a CDSC or
(ii) been obligated to pay at any time during the holding period, but did not
actually pay on redemption, a deferred sales charge with respect to such
redeemed shares.

Class A shares also may be purchased at NAV, subject to appropriate
documentation, by (i) qualified separate accounts maintained by an insurance
company pursuant to the laws of any State or territory of the United States,
(ii) a State, county or city or instrumentality thereof, (iii) a charitable
organization (as defined in Section 501(c)(3) of the Code) investing $50,000 or
more in Fund shares, and (iv) a charitable remainder trust (as defined in
Section 501(c)(3) of the Code).

The dealer reallowance may be changed from time to time but will remain the
same for all dealers. The Distributor, at its own expense, may provide
additional promotional incentives to dealers that sell shares of funds advised
by Dreyfus which are sold with a sales load, such as Class A shares. In some
instances, these incentives may be offered only to certain dealers who have sold
or may sell significant amounts of such shares. Dealers receive a larger
percentage of the sales load from the Distributor than they receive for selling
most other funds.

CLASS B SHARES -- The public offering price for Class B shares is the NAV of
that Class. No initial sales charge is imposed at the time of purchase. A CDSC
is imposed, however, on certain redemptions of Class B shares as described under
"How to Redeem Shares." The Distributor compensates certain Agents for selling
Class B and Class C shares at the time of purchase from the Distributor's own

13
<PAGE>

assets. The proceeds of the CDSC and the distribution fee, in part, are used to
defray these expenses.

CLASS C SHARES -- The public offering price for Class C shares is the NAV of
that Class. No initial sales charge is imposed at the time of purchase. A CDSC
is imposed, however, on redemptions of Class C shares made within the first year
of purchase. See "Class B Shares" above and "How to Redeem Shares."

CLASS R SHARES - The public offering price for Class R shares is the NAV of
that Class. RIGHT OF ACCUMULATION - CLASS A SHARES -- Reduced sales loads apply
to any purchase of Class A shares, shares of other funds in the Dreyfus Premier
Family of Funds, shares of certain other funds advised by Dreyfus which are sold
with a sales load and shares acquired by a previous exchange of such shares
(hereinafter referred to as "Eligible Funds"), by you and any related
"purchaser" as defined in the SAI, where the aggregate investment, including
such purchase, is $50,000 or more. If, for example, you have previously
purchased and still hold Class A shares of the Fund, or shares of any other
Eligible Fund or combination thereof, with an aggregate current market value of
$40,000 and subsequently purchase Class A shares of the Fund or shares of an
Eligible Fund having a current value of $20,000, the sales load applicable to
the subsequent purchase would be reduced to 4.50% of the offering price. All
present holdings of Eligible Funds may be combined to determine the current
offering price of the aggregate investment in ascertaining the sales load
applicable to each subsequent purchase.

To qualify for reduced sales loads, at the time of purchase you or your
Agent must notify the Distributor if orders are made by wire, or the Transfer
Agent if orders are made by mail. The reduced sales load is subject to
confirmation of your holdings through a check of appropriate records.

TELETRANSFER PRIVILEGE -- You may purchase Fund shares (minimum $500 and
maximum $150,000 per day) by telephone if you have checked the appropriate box
and supplied the necessary information on the Account Application or have filed
a Shareholder Services Form with the Transfer Agent. The proceeds will be
transferred between the bank account designated in one of these documents and
your Fund account. Only a bank account maintained in a domestic financial
institution that is an ACH member may be so designated. The Fund may modify or
terminate this Privilege at any time or charge a service fee upon notice to
shareholders. No such fee currently is contemplated.

If you have selected the TELETRANSFER Privilege, you may request a
TELETRANSFER purchase of shares by calling 1-800-554-4611 or, if you are calling
from overseas, call 516-794-5452.

SHAREHOLDER SERVICES

The services and privileges described under this heading may not be
available to clients of certain Agents and some Agents may impose certain
conditions on their clients which are different from those described in this
Prospectus. You should consult your Agent in this regard.
FUND EXCHANGES

Clients of certain Agents may purchase, in exchange for shares of a Class,
shares of the same Class of certain other funds managed by Dreyfus, to the
extent such shares are offered for sale in your state of residence. These funds
have different investment objectives which may be of interest to you. You also
may exchange your Fund shares that are subject to a CDSC for shares of Dreyfus
Worldwide Dollar Money Market Fund, Inc. The shares so purchased will be held in
a special account created solely for this purpose ("Exchange Account").
Exchanges of shares from an Exchange Account only can be made into certain other
funds managed or administered by Dreyfus. No CDSC is charged when an investor
exchanges into an Exchange Account; however, the applicable CDSC will be imposed
when shares are redeemed from an Exchange Account or other applicable Fund
account. Upon redemption, the applicable CDSC will be calculated without regard
to the time such shares were held in an Exchange Account. See "How to Redeem
Shares." Redemption proceeds for Exchange Account shares are paid by Federal
wire or check only. Exchange Account shares also are eligible for the
Auto-Exchange Privilege, Dividend Sweep and the Automatic Withdrawal Plan. To
use this service, you should consult your Agent or call 1-800-554-4611 to
determine if it is available and whether any conditions are imposed on its use.
WITH RESPECT TO CLASS R SHARES HELD BY RETIREMENT PLANS, EXCHANGES MAY BE MADE
ONLY BETWEEN A SHAREHOLDER'S RETIREMENT PLAN ACCOUNT IN ONE FUND AND SUCH
SHAREHOLDER'S RETIREMENT PLAN ACCOUNT IN ANOTHER FUND.

14
<PAGE>

To request an exchange, you or your Agent acting on your behalf must give
exchange instructions to the Transfer Agent in writing or by telephone. Before
any exchange, you must obtain and should review a copy of the current prospectus
of the fund into which the exchange is being made. Prospectuses may be obtained
by calling 1-800-554-4611. Except in the case of personal retirement plans, the
shares being exchanged must have a current value of at least $500; furthermore,
when establishing a new account by exchange, the shares being exchanged must
have a value of at least the minimum initial investment required for the fund
into which the exchange is being made. The ability to issue exchange
instructions by telephone is given to all Fund shareholders automatically,
unless you check the applicable "No" box on the Account Application, indicating
that you specifically refuse this Privilege. The Telephone Exchange Privilege
may be established for an existing account by written request, signed by all
shareholders on the account, by a separate signed Shareholder Services Form,
available by calling 1-800-554-4611, or by oral request from any of the
authorized signatories on the account, by calling 1-800-554-4611. If you
previously have established the Telephone Exchange Privilege, you may telephone
exchange instructions (including over The Dreyfus Touch(REGISTERED TRADEMARK)
automated telephone system) by calling 1-800-554-4611. If you are calling from
overseas, call 516-794-5452. See "How to Redeem Shares - Procedures." Upon an
exchange into a new account, the following shareholder services and privileges,
as applicable and where available, will be automatically carried over to the
fund into which the exchange is made: Telephone Exchange Privilege, Wire
Redemption Privilege, Telephone Redemption Privilege, TELETRANSFER Privilege and
the dividend and distributions payment option (except for Dividend Sweep)
selected by the investor.

Shares will be exchanged at the next determined NAV; however, a sales load
may be charged with respect to exchanges of Class A shares into funds sold with
a sales load. No CDSC will be imposed on Class B or Class C shares at the time
of an exchange; however, Class B or Class C shares acquired through an exchange
will be subject on redemption to the higher CDSC applicable to the exchanged or
acquired shares. The CDSC applicable on redemption of the acquired Class B or
Class C shares will be calculated from the date of the initial purchase of the
Class B or Class C shares exchanged. If you are exchanging Class A shares into a
fund that charges a sales load, you may qualify for share prices which do not
include the sales load or which reflect a reduced sales load, if the shares you
are exchanging were: (a) purchased with a sales load, (b) acquired by a previous
exchange from shares purchased with a sales load, or (c) acquired through
reinvestment of dividends or distributions paid with respect to the foregoing
categories of shares. To qualify, at the time of the exchange your Agent must
notify the Distributor. Any such qualification is subject to confirmation of
your holdings through a check of appropriate records. See "Shareholder Services"
in the SAI. No fees currently are charged shareholders directly in connection
with exchanges, although the Fund reserves the right, upon not less than 60
days' written notice, to charge shareholders a nominal fee in accordance with
the rules promulgated by the SEC. The Fund reserves the right to reject any
exchange request in whole or in part. The availability of Fund Exchanges may be
modified or terminated at any time upon notice to shareholders.

The exchange of shares of one fund for shares of another is treated for
Federal income tax purposes as a sale of the shares given in exchange by the
shareholder and, therefore, an exchanging shareholder may realize, or an
exchange on behalf of a Retirement Plan which is not tax exempt may result in, a
taxable gain or loss.
AUTO-EXCHANGE PRIVILEGE

Auto-Exchange Privilege enables you to invest regularly (on a semi-monthly,
monthly, quarterly or annual basis), in exchange for shares of the Fund, in
shares of the same Class of other funds in the Dreyfus Premier Family of Funds
or certain other funds in the Dreyfus Family of Funds of which you are a
shareholder. WITH RESPECT TO CLASS R SHARES HELD BY RETIREMENT PLANS, EXCHANGES
PURSUANT TO THE AUTO-EXCHANGE PRIVILEGE MAY BE MADE ONLY BETWEEN A SHAREHOLDER'S
RETIREMENT PLAN ACCOUNT IN ONE FUND AND SUCH SHAREHOLDER'S RETIREMENT PLAN
ACCOUNT IN ANOTHER FUND. The amount you designate, which can be expressed either
in terms of a specific dollar or share amount ($100 minimum), will be exchanged
automatically on the first and/or fifteenth day of the month according to the
schedule you have selected. Shares will be exchanged at the then-current NAV;
however, a sales load may be charged with respect to exchanges of Class A shares
into funds sold with a sales load. No CDSC will be imposed on Class B or Class C
shares at the time of an exchange; however, Class B or Class C shares acquired
through an exchange will be subject on redemption to the higher CDSC applicable
to the exchanged or acquired shares. The CDSC applicable on redemption of the

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<PAGE>

acquired Class B or Class C shares will be calculated from the date of the
initial purchase of the Class B or Class C shares exchanged. See "Shareholder
Services" in the SAI. The right to exercise this Privilege may be modified or
canceled by the Fund or the Transfer Agent. You may modify or cancel your
exercise of this Privilege at any time by mailing written notification to
Dreyfus Premier Core Value Fund, P.O. Box 6587, Providence, Rhode Island
02940-6587. The Fund may charge a service fee for the use of this Privilege. No
such fee currently is contemplated. The exchange of shares of one fund for
shares of another is treated for Federal income tax purposes as a sale of the
shares given in exchange by the shareholder, and therefore, an exchanging
shareholder may realize, or an exchange on behalf of a Retirement Plan which is
not tax exempt may result in, a taxable gain or loss. For more information
concerning this Privilege and the funds in the Dreyfus Premier Family of Funds
or the Dreyfus Family of Funds eligible to participate in this Privilege, or to
obtain an Auto-Exchange Authorization Form, please call toll free
1-800-554-4611.

DREYFUS-AUTOMATIC ASSET BUILDER(REGISTERED TRADEMARK)

Dreyfus-AUTOMATIC Asset Builder permits you to purchase Fund shares (minimum
of $100 and maximum of $150,000 per transaction) at regular intervals selected
by you. Fund shares are purchased by transferring funds from the bank account
designated by you. At your option, the bank account designated by you will be
debited in the specified amount, and Fund shares will be purchased, once a
month, on either the first or fifteenth day, or twice a month, on both days.
Only an account maintained at a domestic financial institution which is an ACH
member may be so designated. To establish a Dreyfus-AUTOMATIC Asset Builder
account, you must file an authorization form with the Transfer Agent. You may
obtain the necessary authorization form by calling 1-800-554-4611. You may
cancel your participation in this Privilege or change the amount of purchase at
any time by mailing written notification to Dreyfus Premier Core Value Fund,
P.O. Box 6587, Providence, Rhode Island 02940-6587, and the notification will be
effective three business days following receipt. The Fund may modify or
terminate this Privilege at any time or charge a service fee. No such fee
currently is contemplated.

DIVIDEND OPTIONS

Dividend Sweep enables you to invest automatically dividends or dividends
and capital gain distributions, if any, paid by the Fund in shares of the same
Class of another fund in the Dreyfus Premier Family of Funds or certain other
funds in the Dreyfus Family of Funds of which you are a shareholder. Shares of
the other fund will be purchased at the then-current NAV; however, a sales load
may be charged with respect to investments in shares of a fund sold with a sales
load. If you are investing in a fund that charges a sales load, you may qualify
for share prices which do not include the sales load or which reflect a reduced
sales load. If you are investing in a fund that charges a CDSC, the shares
purchased will be subject on redemption to the CDSC, if any, applicable to the
purchased shares. See "Shareholder Services" in the SAI. Dividend ACH permits
you to transfer electronically dividends or dividends and capital gain
distributions, if any, from the Fund to a designated bank account. Only an
account maintained at a domestic financial institution which is an ACH member
may be so designated. Banks may charge a fee for this service.

For more information concerning these privileges, or to request a Dividend
Options Form, please call toll free 1-800-554-4611. You may cancel these
privileges by mailing written notification to Dreyfus Premier Core Value Fund,
P.O. Box 6587, Providence, Rhode Island 02940-6587. To select a new fund after
cancellation, you must submit a new Dividend Options Form. Enrollment in or
cancellation of these privileges is effective three business days following
receipt. These privileges are available only for existing accounts and may not
be used to open new accounts. Minimum subsequent investments do not apply for
Dividend Sweep. The Fund may modify or terminate these privileges at any time or
charge a service fee. No such fee currently is contemplated. Shares held under
Keogh Plans, IRAs or other retirement plans are not eligible for Dividend Sweep.

GOVERNMENT DIRECT DEPOSIT PRIVILEGE

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<PAGE>

appropriate form may be obtained from your Agent or by calling 1-800-554-4611.
Death or legal incapacity will terminate your participation in this Privilege.
You may elect at any time to terminate your participation by notifying in
writing the appropriate Federal agency. Further, the Fund may terminate your
participation upon 30 days' notice to you.

DREYFUS PAYROLL SAVINGS PLAN

Dreyfus Payroll Savings Plan permits you to purchase Fund shares (minimum of
$100 per transaction) automatically on a regular basis. Depending upon the
direct deposit program of your employer, you may have part or all of your
paycheck transferred to your existing Dreyfus account electronically through the
ACH system at each pay period. To establish a Dreyfus Payroll Savings Plan
account, you must file an authorization form with your employer's payroll
department. Your employer must complete the reverse side of the form and return
it to The Dreyfus Family of Funds, P.O. Box 9671, Providence, Rhode Island
02940-9671. You may obtain the necessary authorization form by calling
1-800-554-4611. You may change the amount of purchase or cancel the
authorization only by written notification to your employer. It is the sole
responsibility of your employer, not the Distributor, your Agent, Dreyfus, the
Fund, the Transfer Agent or any other person, to arrange for transactions under
the Dreyfus Payroll Savings Plan. The Fund may modify or terminate this
Privilege at any time or charge a service fee. No such fee currently is
contemplated. Shares held under Keogh Plans, IRAs or other retirement plans are
not eligible for this Privilege.

AUTOMATIC WITHDRAWAL PLAN
The Automatic Withdrawal Plan permits you to request withdrawal of a
specified dollar amount (minimum of $50) on either a monthly or quarterly basis
if you have a $5,000 minimum account. An Automatic Withdrawal Plan may be
established by filing an Automatic Withdrawal Plan application with the Transfer
Agent or by oral request from any of the authorized signatories on the account
by calling 1-800-554-4611.
Particular Retirement Plans, including Dreyfus-sponsored Retirement Plans,
may permit certain participants to establish an automatic withdrawal plan from
such Retirement Plans. Participants should consult their Retirement Plan sponsor
and tax adviser for details. Such a withdrawal plan is different from the
Automatic Withdrawal Plan. The Automatic Withdrawal Plan may be ended at any
time by the shareholder, the Fund or the Transfer Agent. Shares for which
certificates have been issued may not be redeemed through the Automatic
Withdrawal Plan.

No CDSC with respect to Class B shares will be imposed on withdrawals made
under the Automatic Withdrawal Plan, provided that the amounts withdrawn under
the plan do not exceed on an annual basis 12% of the account value at the time
the shareholder elects to participate in the Automatic Withdrawal Plan.
Withdrawals with respect to Class B shares under the Automatic Withdrawal Plan
that exceed on an annual basis 12% of the value of the shareholder's account
will be subject to a CDSC on the amounts exceeding 12% of the initial account
value. Class C shares, and Class A shares to which a CDSC applies, that are
withdrawn pursuant to the Automatic Withdrawal Plan will be subject to any
applicable CDSC. Purchases of additional Class A shares where the sales load is
imposed concurrently with withdrawals of Class A shares generally are
undesirable.

RETIREMENT PLANS

The Fund offers a variety of pension and profit-sharing plans, including
Keogh Plans, IRAs (including regular IRAs, spousal IRAs for a non working
spouse, Roth IRAs, SEP-IRAs, rollover IRAs and Education IRAs), 401(k) Salary
Reduction Plans and 403(b)(7) Plans. Plan support services also are available.
You can obtain details on the various plans by calling the following numbers
toll free: for Keogh Plans, please call 1-800-358-5566; for IRAs and IRA
"Rollover Accounts," please call 1-800-554-4611; for SEP-IRAs, 401(k) Salary
Reduction Plans and 403(b)(7) Plans, please call 1-800-322-7880.

LETTER OF INTENT -- CLASS A SHARES

By signing a Letter of Intent form, available by calling 1-800-554-4611, you
become eligible for the reduced sales load applicable to the total number of
Eligible Fund shares purchased in a 13-month period pursuant to the terms and
conditions set forth in the Letter of Intent. A minimum initial purchase of
$5,000 is required. To compute the applicable sales load, the offering price of
shares you hold (on the date of submission of the Letter of Intent) in any
Eligible Fund that may be used toward "Right of Accumulation" benefits described
above may be used as a credit toward completion of the Letter of Intent.
However, the reduced sales load will be applied only to new purchases.

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<PAGE>

The Transfer Agent will hold in escrow 5% of the amount indicated in the
Letter of Intent for payment of a higher sales load if you do not purchase the
full amount indicated in the Letter of Intent. The escrow will be released when
you fulfill the terms of the Letter of Intent by purchasing the specified
amount. If your purchases qualify for a further sales load reduction, the sales
load will be adjusted to reflect your total purchase at the end of 13 months. If
total purchases are less than the amount specified, you will be requested to
remit an amount equal to the difference between the sales load actually paid and
the sales load applicable to the aggregate purchases actually made. If such
remittance is not received within 20 days, the Transfer Agent, as
attorney-in-fact pursuant to the terms of the Letter of Intent, will redeem an
appropriate number of Class A shares held in escrow to realize the difference.
Signing a Letter of Intent does not bind you to purchase, or the Fund to sell,
the full amount indicated at the sales load in effect at the time of signing,
but you must complete the intended purchase to obtain the reduced sales load. At
the time you purchase Class A shares, you must indicate your intention to do so
under a Letter of Intent. Purchases pursuant to a Letter of Intent will be made
at the then-current NAV plus the applicable sales load in effect at the time
such Letter of Intent was executed.

HOW TO REDEEM SHARES

The Fund imposes no charges (other than any applicable CDSC) when shares are
redeemed. Agents may charge their clients a fee for effecting redemptions of
Fund shares. Any certificates representing Fund shares being redeemed must be
submitted with the redemption request. The value of the shares redeemed may be
more or less than their original cost, depending upon the Fund's then-current
NAV.

The Fund ordinarily will make payment for all shares redeemed within seven
days after receipt by the Transfer Agent of a redemption request in proper form,
except as provided by the rules of the SEC. HOWEVER, IF YOU HAVE PURCHASED FUND
SHARES BY CHECK, BY THE TELETRANSFER PRIVILEGE OR THROUGH DREYFUS-AUTOMATIC
ASSET BUILDER(REGISTERED TRADEMARK) AND SUBSEQUENTLY SUBMIT A WRITTEN REDEMPTION
REQUEST TO THE TRANSFER AGENT, THE REDEMPTION PROCEEDS WILL BE TRANSMITTED TO
YOU PROMPTLY UPON BANK CLEARANCE OF YOUR PURCHASE CHECK, TELETRANSFER PURCHASE
OR DREYFUS-AUTOMATIC ASSET BUILDER ORDER, WHICH MAY TAKE UP TO EIGHT BUSINESS
DAYS OR MORE. IN ADDITION, THE FUND WILL REJECT REQUESTS TO REDEEM SHARES BY
WIRE OR TELEPHONE OR PURSUANT TO THE TELETRANSFER PRIVILEGE FOR A PERIOD OF
EIGHT BUSINESS DAYS AFTER RECEIPT BY THE TRANSFER AGENT OF THE PURCHASE CHECK,
THE TELETRANSFER PURCHASE OR THE DREYFUS-AUTOMATIC ASSET BUILDER ORDER AGAINST
WHICH SUCH REDEMPTION IS REQUESTED. THESE PROCEDURES WILL NOT APPLY IF YOUR
SHARES WERE PURCHASED BY WIRE PAYMENT, OR IF YOU OTHERWISE HAVE A SUFFICIENT
COLLECTED BALANCE IN YOUR ACCOUNT TO COVER THE REDEMPTION REQUEST. PRIOR TO THE
TIME ANY REDEMPTION IS EFFECTIVE, DIVIDENDS ON SUCH SHARES WILL ACCRUE AND BE
PAYABLE, AND YOU WILL BE ENTITLED TO EXERCISE ALL OTHER RIGHTS OF BENEFICIAL
OWNERSHIP. Fund shares will not be redeemed until the Transfer Agent has
received your Account Application.
The Fund reserves the right to redeem your account at its option upon not
less than 45 days' written notice if your account's net asset value is $500 or
less and remains so during the notice period.

CONTINGENT DEFERRED SALES CHARGE -- CLASS B SHARES. A CDSC payable to the
Distributor is imposed on any redemption of Class B shares which reduces the
current NAV of your Class B shares to an amount which is lower than the dollar
amount of all payments by you for the purchase of Class B shares of the Fund
held by you at the time of redemption. No CDSC will be imposed to the extent
that the NAV of the Class B shares redeemed does not exceed (i) the current NAV
of Class B shares acquired through reinvestment of dividends or other
distributions, plus (ii) increases in the NAV of Class B shares above the dollar
amount of all your payments for the purchase of Class B shares of the Fund held
by you at the time of redemption.

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<PAGE>

If the aggregate value of the Class B shares redeemed has declined below
their original cost as a result of the Fund's performance, a CDSC may be applied
to the then-current NAV rather than the purchase price.

In circumstances where the CDSC is imposed, the amount of the charge will
depend on the number of years from the time you purchased the Class B shares
until the time of redemption of such shares. Solely for purposes of determining
the number of years from the time of any payment for the purchase of Class B
shares, all payments during a month will be aggregated and deemed to have been
made on the first day of the month.

The following table sets forth the rates of the CDSC for Class B shares:

YEAR SINCE CDSC AS A % OF AMOUNT
PURCHASE PAYMENT INVESTED OR REDEMPTION
WAS MADE PROCEEDS
- ---------------- -----------------------
First.................................... 4.00
Second................................... 4.00
Third.................................... 3.00
Fourth................................... 3.00
Fifth.................................... 2.00
Sixth.................................... 1.00

In determining whether a CDSC is applicable to a redemption, the calculation
will be made in a manner that results in the lowest possible rate. It will be
assumed that the redemption is made first of amounts representing shares
acquired pursuant to the reinvestment of dividends and distributions; then of
amounts representing the increase in NAV of Class B shares above the total
amount of payments for the purchase of Class B shares made during the preceding
six years; then of amounts representing the cost of shares purchased six years
prior to the redemption; and finally, of amounts representing the cost of shares
held for the longest period of time within the applicable six-year period.

For example, assume an investor purchased 100 shares at $10 per share for a
cost of $1,000. Subsequently, the shareholder acquired five additional shares
through dividend reinvestment. During the second year after the purchase the
investor decided to redeem $500 of his or her investment. Assuming at the time
of the redemption the NAV has appreciated to $12 per share, the value of the
investor's shares would be $1,260 (105 shares at $12 per share). The CDSC would
not be applied to the value of the reinvested dividend shares and the amount
which represents appreciation ($260). Therefore, $240 of the $500 redemption
proceeds ($500 minus $260) would be charged at a rate of 4% (the applicable rate
in the second year after purchase) for a total CDSC of $9.60.

For purposes of determining the applicable CDSC payable with respect to
redemption of Class B shares of the Fund where such shares were acquired through
exchange of Class B shares of another fund advised by Dreyfus, the year since
purchase payment was made is based on the date of purchase of the original Class
B shares of the fund exchanged.

CONTINGENT DEFERRED SALES CHARGE -- CLASS C SHARES. A CDSC of 1% payable to
the Distributor is imposed on any redemption of Class C shares within one year
of the date of purchase. The basis for calculating the payment of any such CDSC
will be the method used in calculating the CDSC for Class B shares. See
"Contingent Deferred Sales Charge -- Class B Shares" above.

WAIVER OF CDSC. The CDSC will be waived in connection with (a) redemptions
made within one year after the death or disability, as defined in Section
72(m)(7) of the Code, of the shareholder, (b) redemptions by employees
participating in Eligible Benefit Plans, (c) redemptions as a result of a
combination of any investment company with the Fund by merger, acquisition of
assets or otherwise, (d) a distribution following retirement under a
tax-deferred retirement plan or upon attaining age 70 1/2 in the case of an IRA
or Keogh plan or custodial account pursuant to Section 403(b) of the Code, and
(e) redemptions pursuant to the Automatic Withdrawal Plan, as described under
"Shareholder Services--Automatic Withdrawal Plan" above. If the Company's Board
determines to discontinue the waiver of the CDSC, the disclosure in the
Prospectus will be revised appropriately. Any Fund shares subject to a CDSC

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<PAGE>

which were purchased prior to the termination of such waiver will have the CDSC
waived as provided in the Prospectus at the time of the purchase of such shares.

To qualify for a waiver of the CDSC, at the time of redemption you must
notify the Transfer Agent or your Agent must notify the Distributor. Any such
qualification is subject to confirmation of your entitlement.

PROCEDURES -- You may redeem shares by using the regular redemption
procedure through the Transfer Agent, or through the Telephone Redemption
Privilege, which is granted automatically unless you specifically refuse it by
checking the applicable "No" box on the Account Application. The Telephone
Redemption Privilege may be established for an existing account by a separate
signed Shareholder Services Form or by oral request from any of the authorized
signatories on the account by calling 1-800-554-4611. You also may redeem shares
through the Wire Redemption Privilege or the Dreyfus TELETRANSFER PRIVILEGE if
you have checked the appropriate box and supplied the necessary information on
the Account Application or have filed a Shareholder Services Form with the
Transfer Agent. If you are a client of a Selected Dealer, you may redeem shares
through the Selected Dealer. Other redemption procedures may be in effect for
clients of certain Agents and institutions. The Fund makes available to certain
large institutions the ability to issue redemption instructions through
compatible computer facilities. The Fund reserves the right to refuse any
request made by telephone, including requests made shortly after a change of
address, and may limit the amount involved or the number of such requests. The
Fund may modify or terminate any redemption privilege at any time or charge a
service fee upon notice to shareholders. No such fee currently is contemplated.
Shares held under Keogh Plans, IRAs, or other retirement plans, and shares for
which certificates have been issued, are not eligible for the Wire Redemption,
Telephone Redemption or TELETRANSFER Privilege.

The Telephone Redemption Privilege or telephone exchange privilege
authorizes the Transfer Agent to act on telephone instructions (including over
The Dreyfus Touch(REGISTERED TRADEMARK) automated telephone system) from any
person representing himself or herself to be you, or a representative of your
Agent, and reasonably believed by the Transfer Agent to be genuine. The Fund
will require the Transfer Agent to employ reasonable procedures, such as
requiring a form of personal identification, to confirm that instructions are
genuine and, if it does not follow such procedures, the Fund or the Transfer
Agent may be liable for any losses due to unauthorized or fraudulent
instructions. Neither the Fund nor the Transfer Agent will be liable for
following telephone instructions reasonably believed to be genuine.
During times of drastic economic or market conditions, you may experience
difficulty in contacting the Transfer Agent by telephone to request a redemption
or exchange of Fund shares. In such cases, you should consider using the other
redemption procedures described herein. Use of these other redemption procedures
may result in your redemption request being processed at a later time than it
would have been if telephone redemption had been used. During the delay, the
Fund's NAV may fluctuate.

REGULAR REDEMPTION -- Under the regular redemption procedure, you may redeem
shares by written request mailed to Dreyfus Premier Core Value Fund, P.O. Box
6587, Providence, Rhode Island 02940-6587. Redemption requests must be signed by
each shareholder, including each owner of a joint account, and each signature
must be guaranteed. The Transfer Agent has adopted standards and procedures
pursuant to which signature-guarantees in proper form generally will be accepted
from domestic banks, brokers, dealers, credit unions, national securities
exchanges, registered securities associations, clearing agencies and savings
associations, as well as from participants in the New York Stock Exchange
Medallion Signature Program, the Securities Transfer Agents Medallion Program
("STAMP") and the Stock Exchanges Medallion Program. If you have any questions
with respect to signature-guarantees, please contact your Agent or call the
telephone number listed on the cover of this Prospectus.

Redemption proceeds of at least $1,000 will be wired to any member bank of
the Federal Reserve System in accordance with a written signature-guaranteed
request.
WIRE REDEMPTION PRIVILEGE. You may request by wire, telephone or letter that
redemption proceeds (minimum $1,000) be wired to your account at a bank which is
a member of the Federal Reserve System, or a correspondent bank if your bank is
not a member. Holders of jointly registered Fund or bank accounts may have
redemption proceeds of only up to $250,000 wired within any 30-day period. You
may telephone redemption requests by calling 1-800-554-4611 or, if calling from
overseas, 516-794-5452. The Fund's SAI sets forth instructions for transmitting
redemption requests by wire.
TELEPHONE REDEMPTION PRIVILEGE. You may request by telephone that redemption
proceeds (maximum $ 150,000 per day) be paid by check and mailed to your
address. You may telephone redemption instructions by calling 1-800-554-4611 or,

20
<PAGE>

if calling from overseas, 516-794-5452. The Telephone Redemption Privilege is
granted automatically unless you refuse it.

TELETRANSFER PRIVILEGE - You may request by telephone that redemption
proceeds (minimum $500 per day) be transferred between your Fund account and
your bank account. Only a bank account maintained in a domestic financial
institution which is an ACH member may be so designated. Redemption proceeds
will be on deposit in your account at an ACH member bank ordinarily two days
after receipt of the redemption request. Holders of jointly registered Fund or
bank accounts may redeem through the TELETRANSFER Privilege for transfer to
their bank account only up to $250,000 within any 30-day period.

If you have selected the TELETRANSFER Privilege, you may request a
TELETRANSFER redemption of shares by calling 1-800-554-4611 or, if calling from
overseas, 516-794-5452.

REDEMPTION THROUGH A SELECTED DEALER -- If you are a customer of a Selected
Dealer, you may make redemption requests to your Selected Dealer. If the
Selected Dealer transmits the redemption request so that it is received by the
Transfer Agent prior to the close of trading on the floor of the NYSE (currently
4:00 p.m., New York time), the redemption request will be effective on that day.
If a redemption request is received by the Transfer Agent after the close of
trading on the floor of the NYSE, the redemption request will be effective on
the next business day. It is the responsibility of the Selected Dealer to
transmit a request so that it is received in a timely manner. The proceeds of
the redemption are credited to your account with the Selected Dealer. See "How
to Buy Shares" for a discussion of additional conditions or fees that may be
imposed upon redemption.

In addition, the Distributor or its designee will accept orders from
Selected Dealers with which the Distributor has sales agreements for the
repurchase of shares held by shareholders. Repurchase orders received by the
dealer by the close of trading on the floor of the NYSE on any business day and
transmitted to the Distributor or its designee prior to the close of its
business day (normally 5:15 p.m., New York time) are effected at the price
determined as of the close of trading on the floor of the NYSE on that day.
Otherwise, the shares will be redeemed at the next determined NAV. It is the
responsibility of the Selected Dealer to transmit orders on a timely basis. The
Selected Dealer may charge the shareholder a fee for executing the order. This
repurchase arrangement is discretionary and may be withdrawn at any time.

REINVESTMENT PRIVILEGE -- Upon written request, you may reinvest up to the
number of Class A or Class B shares you have redeemed, within 45 days of
redemption, at the then-prevailing NAV without a sales load, or reinstate your
account for the purpose of exercising Fund Exchanges. Upon reinvestment, with
respect to Class B shares, or Class A shares if such shares were subject to a
CDSC, the shareholder's account will be credited with an amount equal to the
CDSC previously paid upon redemption of the Class A or Class B shares
reinvested. The Reinvestment Privilege may be exercised only once.

ADDITIONAL INFORMATION ABOUT PURCHASES, EXCHANGES AND REDEMPTIONS

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<PAGE>

affect the Fund (E.G., amounts equal to 1% or more of the Fund's total assets).
If an exchange request is refused, the Fund will take no other action with
respect to the shares until it receives further instructions from the investor.
The Fund may delay forwarding redemption proceeds for up to seven days if the
investor redeeming shares is engaged in excessive trading or if the amount of
the redemption request otherwise would be disruptive to efficient portfolio
management or would adversely affect the Fund. The Fund's policy on excessive
trading applies to investors who invest in the Fund directly or through
financial intermediaries, but does not apply to the Auto-Exchange Privilege, to
any automatic investment or withdrawal privilege described herein, or to non-IRA
retirement plan accounts.

During times of drastic economic or market conditions, the Fund may suspend
the Exchange Privilege temporarily without notice and treat exchange requests
based on their separate components - redemption orders with a simultaneous
request to purchase the other fund's shares. In such case, the redemption
request would be processed at the Fund's next determined net asset value but the
purchase order would be effective only at the net asset value next determined
after the fund being purchased receives the proceeds of the redemption, which
may result in the purchase being delayed.

DISTRIBUTION PLANS
(CLASS A PLAN AND CLASS B AND C PLANS)

Class A shares are subject to a Distribution Plan adopted pursuant to Rule
12b-1 under the 1940 Act ("Rule 12b-1"). Class B and Class C shares are subject
to a Distribution Plan and a Service Plan, each adopted pursuant to Rule 12b-1.
An Agent entitled to receive compensation for selling and servicing the Fund's
shares may receive different compensation with respect to one Class of shares
over another. Potential investors should read this Prospectus in light of the
terms governing Agreements with their Agents. The fees payable under the
Distribution and Service Plans are payable without regard to actual expenses
incurred. The Fund and the Distributor may suspend or reduce payments under the
Distribution and Service Plans at any time, and payments are subject to the
continuation of the Fund's Plan and the Agreements described above. From time to
time, the Agents, the Distributor and the Fund may voluntarily agree to reduce
the maximum fees payable under the Plans. See the SAI for more details on the
Distribution and Service Plans.

DISTRIBUTION PLAN -- CLASS A SHARES -- Class A shares of the Fund bear some
of the cost of selling those shares under the Distribution Plan (the "Plan").
The Plan allows the Fund to spend annually up to 0.25% of its average daily net
assets attributable to Class A shares to compensate Dreyfus Service Corporation,
an affiliate of Dreyfus, for shareholder servicing activities and the
Distributor for shareholder servicing activities and expenses primarily intended
to result in the sale of Class A of the Fund. The Plan allows the Distributor to
make payments from the Rule 12b-1 fees it collects from the Fund to compensate
Agents that have entered into Agreements with the Distributor. Under the
Agreements, the Agents are obligated to provide distribution related services
with regard to the Fund and/or shareholder services to the Agent's clients that
own Class A shares of the Fund.

DISTRIBUTION AND SERVICE PLANS -- CLASS B AND C SHARES -- Under a
Distribution Plan adopted pursuant to Rule 12b-1, the Fund pays the Distributor
for distributing the Fund's Class B and Class C shares at an aggregate annual
rate of .75 of 1% of the value of the average daily net assets of Class B and
Class C. Under a Service Plan adopted pursuant to Rule 12b-1, the Fund pays
Dreyfus Service Corporation or the Distributor for the provision of certain
services to the holders of Class B and Class C shares a fee at the annual rate
of .25 of 1% of the value of the average daily net assets of Class B and Class
C. The services provided may include personal services relating to shareholder
accounts, such as answering shareholder inquiries regarding the Fund and
providing reports and other information, and providing services related to the
maintenance of such shareholder accounts. With regard to such services, each
Agent is required to disclose to its clients any compensation payable to it by
the Fund and any other compensation payable by its clients in connection with
the investment of their assets in Class B and Class C shares. The Distributor
may pay one or more Agents in respect of services for these Classes of shares.
The Distributor determines the amounts, if any, to be paid to Agents under the
Service Plan and the basis on which such payments are made.

22
<PAGE>

DIVIDENDS, OTHER DISTRIBUTIONS AND TAXES

The Fund declares and pays dividends from its net investment income, if any,
four times yearly, and distributes its net realized capital gains, if any, once
a year, but it may make distributions on a more frequent basis to comply with
the distribution requirements of the Code, in all events in a manner consistent
with the provisions of the 1940 Act. The Fund will not make distributions from
net realized capital gains unless all capital loss carryovers, if any, have been
utilized or have expired. All expenses are accrued daily and deducted before
declaration of dividends to investors. Dividends and other distributions paid by
each Class are calculated at the same time and in the same manner and will be in
the same amount, except that the expenses attributable solely to a particular
Class are borne exclusively by that Class. Class B and Class C shares will
receive lower per share dividends than Class A shares, which will in turn
receive lower per share dividends than Class R shares, because of the higher
expenses borne by the relevant Classes. See "Expense Summary."

Investors other than qualified retirement plans may choose whether to
receive dividends and other distributions in cash, to receive dividends in cash
and reinvest other distributions in additional Fund shares at NAV, or to
reinvest both dividends and other distributions in additional Fund shares at
NAV; dividends and other distributions paid to qualified retirement plans are
reinvested automatically in additional Fund shares at NAV.
It is expected that the Fund will continue to qualify for treatment as a
"regulated investment company" under the Code so long as such qualification is
in the best interests of its shareholders. Such qualification will relieve the
Fund of any liability for Federal income tax to the extent its earnings and
realized gains are distributed in accordance with applicable provisions of the
Code.
Dividends derived from net investment income, together with distributions
from net realized short-term capital gains and all or a portion of any gains
realized from the sale or other disposition of certain market discount bonds
(collectively, "dividend distributions"), paid by the Fund will be taxable to
U.S. shareholders, including certain non-qualified retirement plans, as ordinary
income to the extent of the Fund's earnings and profits, whether received in
cash or reinvested in additional Fund shares. Distributions from net capital
gain (the excess of net long-term capital gain over net short-term capital loss)
are taxable to such shareholders as long-term capital gains regardless of how
long the shareholders have held their Fund shares and whether such distributions
are received in cash or reinvested in additional Fund shares. Dividends and
other distributions also may be subject to state and local taxes.
Dividend distributions paid by the Fund to a non-resident foreign investor
generally are subject to U.S. withholding tax at the rate of 30%, unless the
foreign investor claims the benefit of a lower rate specified in a tax treaty.
Distributions from net capital gain paid by the Fund to a non-resident foreign
investor, as well as the proceeds of any redemptions by such an investor,
regardless of the extent to which gain or loss may be realized, generally are
not subject to U.S. withholding tax. However, such distributions may be subject
to backup withholding, as described below, unless the foreign investor certifies
his or her non-U.S. residency status.

Notice as to the tax status of your dividends and other distributions
will be mailed to you annually. You also will receive periodic summaries of your
account that will include information as to dividends and distributions from net
capital gain, if any, paid during the year. The annual tax notice and periodic
account summaries you receive designate the portions of capital gain
distributions that are subject to (1) the 20% maximum rate of tax (10% for
investors in the 15% marginal tax bracket) enacted by the Taxpayer Relief Act of
1997 ("Tax Act"), which applies to non-corporate taxpayers' net capital gain on
securities and other capital assets held for more than 18 months, and (2) the
28% maximum tax rate, applicable to such gain on capital assets held for more
than one year and up to 18 months (which, prior to enactment of the Tax Act,
applied to all such gain on capital assets held for more than one year).

The Code provides for the "carryover" of some or all of the sales load
imposed on Class A shares if (1) a shareholder redeems those shares or exchanges
those shares for shares of another fund advised or administered by Dreyfus
within 90 days of purchase and (2) in the case of a redemption, acquires other
Fund Class A shares through exercise of the Reinvestment Privilege or, in the
case of an exchange, such other fund reduces or eliminates its otherwise
applicable sales load for the purpose of the exchange. In these cases, the
amount of the sales load charged on the purchase of the original Class A shares,

23
<PAGE>

up to the amount of the reduction of the sales load pursuant to the Reinvestment
Privilege or on the exchange, as the case may be, is not included in the basis
of such shares for purposes of computing gain or loss on the redemption or the
exchange and instead is added to the basis of the shares acquired pursuant to
the Reinvestment Privilege or the exchange.

Dividends and other distributions paid by the Fund to qualified retirement
plans ordinarily will not be subject to taxation until the proceeds are
distributed from the retirement plans. The Fund will not report to the IRS
distributions paid to such plans. Generally, distributions from qualified
retirement plans, except those representing returns of non-deductible
contributions thereto, will be taxable as ordinary income and, if made prior to
the time the participant reaches age 59 1/2, generally will be subject to an
additional tax equal to 10% of the taxable portion of the distribution. If the
distribution from such a retirement plan (other than certain governmental or
church plans) for any taxable year following the year in which the participant
reaches age 70 1/2 is less than the "minimum required distribution" for that
taxable year, an excise tax equal to 50% of the deficiency may be imposed by the
IRS. The administrator, trustee or custodian of such a retirement plan will be
responsible for reporting distributions from such plans to the IRS. Moreover,
certain contributions to a qualified retirement plan in excess of the amounts
permitted by law may be subject to an excise tax. If a distributee of an
"eligible rollover distribution" from a qualified retirement plan does not elect
to have the eligible rollover distribution paid directly from the plan to an
eligible retirement plan in a "direct rollover," the eligible rollover
distribution is subject to a 20% income tax withholding.

The Fund must withhold and remit to the U.S. Treasury ("backup withholding")
31% of dividends, capital gain distributions and redemption proceeds, regardless
of the extent to which gain or loss may be realized, paid to an individual or
certain other non-corporate shareholders if such shareholder fails to certify
that the TIN furnished to the Fund is correct. Backup withholding at that rate
also is required from dividends and capital gain distributions payable to such a
shareholder if (1) that shareholder fails to certify that he or she has not
received notice from the IRS of being subject to backup withholding as a result
of a failure properly to report taxable dividend or interest income on a Federal
income tax return or (2) the IRS notifies the Fund to institute backup
withholding because the IRS determines that the shareholder's TIN is incorrect
or that the shareholder has failed properly to report such income.

A TIN is either the Social Security number, IRS individual taxpayer
identification number, or employer identification number of the record owner of
the account. Any tax withheld as a result of backup withholding does not
constitute an additional tax imposed on the record owner of the account and may
be claimed as a credit on the record owner's Federal income tax return.
The Fund is subject to a non-deductible 4% excise tax, measured with respect
to certain undistributed amounts of taxable investment income and capital gains.
You should consult your tax adviser regarding specific questions as to
Federal, state or local taxes.

PERFORMANCE INFORMATION

For purposes of advertising, performance for each Class may be calculated on
the basis of average annual total return and/or total return. These total return
figures reflect changes in the price of shares and assume that any income
dividends and/or capital gains distributions made by the Fund during the
measuring period were reinvested in shares of the same Class. Class A total
return figures include the maximum initial sales charge and Class B and Class C
total return figures include any applicable CDSC. These figures also take into
account any applicable distribution and servicing fees. As a result, at any
given time, the performance of Class B and Class C should be expected to be
lower than that of Class A and the performance of Classes A, B and C should be
expected to be lower than that of Class R. Performance for each Class will be
calculated separately.

Average annual total return is calculated pursuant to a standardized formula
which assumes that an investment was purchased with an initial payment of $1,000
and that the investment was redeemed at the end of a stated period of time,
after giving effect to the reinvestment of dividends and distributions during
the period. The return is expressed as a percentage rate which, if applied on a
compounded annual basis, would result in the redeemable value of the investment
at the end of the period. Advertisements of the Fund's performance will include
the Fund's average annual total return for one, five and ten year periods, or
for shorter periods depending upon the length of time during which the Fund has
operated.

24
<PAGE>

changes for a specified period and dividing by the NAV (or maximum offering
price for Class A) at the beginning of the period. Advertisements may include
the percentage rate of total return or may include the value of a hypothetical
investment at the end of the period which assumes the application of the
percentage rate of total return. Total return may also be calculated using the
NAV at the beginning of the period instead of the maximum offering price for
Class A shares or without giving effect to any applicable CDSC at the end of the
period for Class B or Class C shares. Calculations based on NAV do not reflect
the deduction of the applicable sales charge on Class A shares which, if
reflected, would reduce the performance quoted.

The Fund may also advertise the yield on a Class of shares. The Fund's yield
is calculated by dividing a Class of shares' annualized net investment income
per share during a recent 30-day (or one month) period by the maximum public
offering price per share of such Class on the last day of that period. Since
yields fluctuate, yield data cannot necessarily be used to compare an investment
in a Class of shares with bank deposits, savings accounts, and similar
investment alternatives which often provides an agreed-upon or guaranteed fixed
yield for a stated period of time.
Performance will vary from time to time and past results are not necessarily
representative of future results. Investors should remember that performance is
a function of portfolio management in selecting the type and quality of
portfolio securities and is affected by operating expenses. Performance
information, such as that described above, may not provide a basis for
comparison with other investments or other investment companies using a
different method of calculating performance.
The Fund may compare the performance of its shares with various industry
standards of performance including Lipper Analytical Services, Inc. ratings, the
Russell 1000, S&P 500, the Consumer Price Index, the Dow Jones Industrial
Average, Lehman Brothers indexes, and CDA Technologies indexes. Performance
rankings as reported in CHANGING TIMES, BUSINESS WEEK, INSTITUTIONAL INVESTOR,
THE WALL STREET JOURNAL, IBC/DONOGHUE'S MONEY FUND REPORT, MUTUAL FUND
FORECASTER, NO LOAD INVESTOR, MONEY MAGAZINE, MORNINGSTAR MUTUAL FUND VALUES,
U.S. NEWS AND WORLD REPORT, FORBES, FORTUNE, BARRON'S; and similar publications
may also be used in comparing the Fund's performance. Furthermore, the Fund may
quote its shares' total returns and yields in advertisements or in shareholder
reports. The Fund may also advertise non-standardized performance information,
such as total return for periods other than those required to be shown or
cumulative performance data. The Fund may advertise a quotation of yield or
other similar quotation demonstrating the income earned or distributions made by
the Fund.

GENERAL INFORMATION

The Company was organized as a business trust under the laws of the
Commonwealth of Massachusetts on March 30, 1979 under the name The Boston
Company Fund, changed its name effective April 4, 1994 to The Laurel Funds
Trust, and then changed its name to The Dreyfus/Laurel Funds Trust on October
17, 1994. The Company is registered with the SEC under the 1940 Act, as a
management investment company. The Fund is one of three investment portfolios
authorized by the Company's Board of Trustees. The Fund's shares are classified
into five Classes--Class A, Class B, Class C, Class R, and Institutional shares.
The Company's Agreement and Declaration of Trust permits the Board of Trustees
to create an unlimited number of investment portfolios (each a "fund") without
shareholder approval. The Company may in the future seek to achieve the Fund's
investment objectives by investing all of the Fund's net investable assets in
another investment company having the same investment objectives and
substantially the same investment policies and restrictions as those applicable
to the Fund. Shareholders of the Fund will be given at least 30 days' prior
notice of any such investment.

Each share (regardless of Class) has one vote. All shares of all funds (and
Classes thereof) vote together as a single class, except as to any matter for
which a separate vote of any fund or Class is required by the 1940 Act, and
except as to any matter which affects the interests of one or more particular
funds or Classes, in which case only the shareholders of the affected fund or
Class are entitled to vote, each as a separate class. Only holders of shares of
a class to which a matter pertaining to a Distribution and/or Service Plan
relates will be entitled to vote on matters submitted to shareholders relating
to such matter.

25
<PAGE>

appointment of auditors. However, the holders of at least 10% of the shares
outstanding and entitled to vote may require the Company to hold a special
meeting of shareholders for purposes of removing a Trustee from office and for
any other purpose. Company shareholders may remove a Trustee by the affirmative
vote of two-thirds of the Company's outstanding voting shares. In addition, the
Board of Trustees will call a meeting of shareholders for the purpose of
electing Trustees if, at any time, less than a majority of the Trustees then
holding office have been elected by shareholders.
The Transfer Agent maintains a record of your ownership and sends you
confirmations and statements of account.
Shareholder inquiries may be made to your Agent or by writing to the Fund at
144 Glenn Curtiss Boulevard, Uniondale, New York 11556-0144.
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS AND IN THE FUND'S
OFFICIAL SALES LITERATURE IN CONNECTION WITH THE OFFER OF THE FUND'S SHARES,
AND, IF GIVEN OR MADE, SUCH OTHER INFORMATION OR REPRESENTATIONS MUST NOT BE
RELIED UPON AS HAVING BEEN AUTHORIZED BY THE FUND. THIS PROSPECTUS DOES NOT
CONSTITUTE AN OFFER IN ANY STATE IN WHICH, OR TO ANY PERSON TO WHOM, SUCH
OFFERING MAY NOT LAWFULLY BE MADE.

26
<PAGE>

DREYFUS PREMIER CORE VALUE FUND

PROSPECTUS JANUARY 16, 1998

Dreyfus Premier Core Value Fund (the "Fund"), formerly called Dreyfus
Core Value Fund, is a separate, diversified portfolio of The Dreyfus/Laurel
Funds Trust, an open-end management investment company (the "Company"), known as
a mutual fund. The Fund seeks long-term growth of capital, with current income
as a secondary objective, primarily through equity investments, such as common
stocks and securities convertible into common stock.

By this Prospectus, the Fund is offering Institutional shares.
Institutional shares are sold without a sales load. Institutional shares
are subject to distribution and shareholder servicing fees.
Shares of the Fund may be purchased or redeemed by telephone using the
Dreyfus TELETRANSFER Privilege.
The Dreyfus Corporation serves as the Fund's investment manager. The
Dreyfus Corporation is referred to as "Dreyfus."

----------------------
This Prospectus sets forth concisely information about the Fund that you
should know before investing. It should be read carefully before you invest and
retained for future reference.

The Statement of Additional Information dated January 16, 1998, which
may be revised from time to time ("SAI"), provides a further discussion of
certain areas in this Prospectus and other matters which may be of interest to
some investors. It has been filed with the Securities and Exchange Commission
("SEC") and is incorporated herein by reference. The SEC maintains a Web site
(http://www.sec.gov) that contains the SAI, material incorporated by reference,
and other information regarding the Fund. For a free copy of the SAI, write to
the Fund at 144 Glenn Curtiss Boulevard, Uniondale, New York, 11556-0144, or
call 1-800-654-6561.

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

MUTUAL FUND SHARES ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED OR
ENDORSED BY, ANY BANK, AND ARE NOT FEDERALLY INSURED BY THE FEDERAL DEPOSIT
INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD OR ANY OTHER AGENCY. THE NET
ASSET VALUE OF FUNDS OF THIS TYPE WILL FLUCTUATE FROM TIME TO TIME.
THE FEES TO WHICH THE FUND IS SUBJECT ARE SUMMARIZED IN THE "EXPENSE
SUMMARY" SECTION OF THE FUND'S PROSPECTUS. THE FUND PAYS AN AFFILIATE OF MELLON
BANK, N.A. ("MELLON BANK") TO BE ITS INVESTMENT MANAGER. MELLON BANK OR AN
AFFILIATE MAY BE PAID FOR PERFORMING OTHER SERVICES FOR THE FUND, SUCH AS
CUSTODIAN, TRANSFER AGENT OR FUND ACCOUNTANT SERVICES. THE FUND IS DISTRIBUTED
BY PREMIER MUTUAL FUND SERVICES, INC. (THE "DISTRIBUTOR").

- --------------------------------------------------------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
- --------------------------------------------------------------------------------

<PAGE>

TABLE OF CONTENTS
-----------------

Expense Summary.............................................................. 3
Financial Highlights......................................................... 4
Description of the Fund...................................................... 5
Management of the Fund....................................................... 8
How to Buy Shares............................................................ 9
Shareholder Services.........................................................11
How to Redeem Shares.........................................................14
Additional Information About Purchases, Exchanges and Redemptions............15
Distribution Plan............................................................16
Dividends, Other Distributions and Taxes.....................................16
Performance Information......................................................18
General Information..........................................................18

2
<PAGE>

EXPENSE SUMMARY

SHAREHOLDER TRANSACTION EXPENSES: INSTITUTIONAL SHARES
Maximum Sales Load Imposed on Purchases None
Maximum Sales Load Imposed on Reinvestments None
Deferred Sales Load None
Redemption Fee None
Exchange Fee None
ESTIMATED ANNUAL FUND OPERATING EXPENSES:
(as a percentage of net assets)
Management Fee 0.90%
12b-1 Fee(1) 0.15%
Other Expenses(2) 0.00%
-----
Total Fund Operating Expenses 1.05%
EXAMPLE:
You would pay the following expenses on a $1,000
investment, assuming (1) a 5% annual return and
(2) redemption at the end of each time period:
1 Year $ 11
3 Years $ 33
5 Years $ 58
10 Years $128

----------------
(1) See "Distribution Plan" for a description of the Fund's Distribution Plan
for the Institutional shares.

(2) Does not include fees and expenses of the non-interested Trustees (including
counsel). The investment manager is contractually required to reduce its
management fee in an amount equal to the Fund's allocable portion of such fees
and expenses, which are estimated to be less than .01% of the Fund's net assets.
(See "Management of the Fund.")

The purpose of the foregoing table is to assist you in understanding the
various costs and expenses that investors will bear, directly or indirectly, the
payment of which will reduce investors' return on an annual basis. Long-term
investors in Institutional shares could pay more in 12b-1 fees than the economic
equivalent of paying the maximum front-end sales charges applicable to mutual
funds sold by members of the National Association of Securities Dealers, Inc.
The information in the foregoing table does not reflect any fee waivers or
expense reimbursements that may be in effect. Certain banks, securities dealers
and brokers or other financial institutions (including Mellon Bank and its
affiliates) (collectively, "Agents") may charge their clients direct fees for
effecting transactions in Fund shares; such fees are not reflected in the
foregoing table. See "Management of the Fund," "How to Buy Shares," "How to
Redeem Shares" and "Distribution Plan"

The Company understands that Agents may charge fees to their clients who
are owners of Fund shares for various services provided in connection with a
client's account. These fees would be in addition to any amounts received by an
Agent under its Selling Agreement ("Agreement") with the Distributor. The
Agreement requires each Agent to disclose to its clients any compensation
payable to such Agent by the Distributor and any other compensation payable by
the clients for various services provided in connection with their accounts.

3
<PAGE>

FINANCIAL HIGHLIGHTS

The table below is based upon a single Institutional share outstanding
throughout each fiscal year or period and should be read in conjunction with the
financial statements, related notes and report of independent auditors that
appear in the Fund's Annual Report dated December 31, 1996 and which are
incorporated by reference in the SAI. The financial statements included in the
Fund's Annual Report for the year ended December 31, 1996 have been audited by
___________, independent auditors. Further information about, and management's
discussion of, the Fund's performance is contained in the Fund's Annual Report,
which may be obtained without charge by writing to the address or calling the
number set forth on the cover page of this Prospectus.

DREYFUS PREMIER CORE VALUE FUND
FOR AN INSTITUTIONAL CLASS SHARE OUTSTANDING THROUGHOUT EACH YEAR OR PERIOD.

[Table to be filed by amendment]

4
<PAGE>

DESCRIPTION OF THE FUND

INVESTMENT OBJECTIVE
The Fund is a diversified fund that seeks long-term growth of capital,
with current income as a secondary objective, primarily through equity
investments, such as common stocks and securities convertible into common
stocks.
MANAGEMENT POLICIES
Securities are selected for the Fund based on a quantitative and
qualitative study of trends in industries and companies, earning power, growth
features and other investment criteria. Major emphasis is placed on industries
and issuers that are considered by Dreyfus to have characteristics that reflect
attractive valuations as compared to the stock market as a whole such as a low
price to earnings ratio, a low ratio of market price to book value and better
than average cash flows. Dreyfus also focuses on other "value" oriented
investment criteria. In general, the Fund's investments are broadly diversified
over a number of industries and, as a matter of operating policy, the Fund will
not invest more than 25% of its total assets in any one industry.
Up to 20% of the Fund's total assets may be invested in foreign
securities. Such investments will be made principally in foreign equity
securities. The Fund may invest up to 5% of its total net assets in fixed income
securities of companies that are close to entering, or already in,
reorganization proceedings. These obligations will likely be rated below the
four highest ratings of Moody's Investors Service, Inc. ("Moody's") or Standard
& Poor's Rating Service, a division of McGraw-Hill Companies, Inc. ("S&P"). See
"Certain Portfolio Securities--Low-Rated and Comparable Unrated Securities." In
addition, the Fund may write covered put and call options on its portfolio
securities, and purchase and write put and call options on stock indexes. The
Fund may also lend its portfolio securities. These techniques are discussed
below under "Investment Techniques."
The Fund may reduce the proportion of its investments in equity
securities and temporarily invest its assets in fixed-income securities and in
U.S. Government Securities and other high-grade, short-term money market
instruments, including repurchase agreements with respect to such instruments,
when, in the opinion of Dreyfus, a defensive posture is warranted. To this
extent, the Fund may not achieve its investment objective.
INVESTMENT TECHNIQUES
In connection with its investment objectives and policies, the Fund may
employ, among others, the following investment techniques:
BORROWING. The Fund is authorized, within specified limits, to borrow
money for temporary administrative purposes and to pledge its assets in
connection with such borrowings.
SECURITIES LENDING. From time to time, the Fund may lend portfolio
securities to brokers, dealers and other financial organizations. Such loans
will not exceed 33 1/3% of the Fund's total assets, taken at value. Loans of
portfolio securities by the Fund will be collateralized by cash, letters of
credit or securities issued or guaranteed by the U.S. Government or its
agencies, which will be maintained at all times in an amount equal to at least
100% of the current market value of the loaned securities.
COVERED OPTION WRITING. From time to time, the Fund may write covered
put and call options on portfolio securities and may purchase put and call
options on securities. The Fund could realize fees (referred to as "premiums")
for granting the rights evidenced by the options. However, in return for the
premium, the Fund forfeits the right to any appreciation in the value of the
underlying security while the option is outstanding. A put option embodies the
right of its purchaser to compel the writer of the option to purchase from the
option holder an underlying security at the specified price at any time during
the option period. In contrast, a call option embodies the right of its
purchaser to compel the writer of the option to sell the option holder an
underlying security at a specified price at any time during the option period.
Upon the exercise of a put option written by the Fund, the Fund may
suffer a loss equal to the difference between the price at which the Fund is
required to purchase the underlying security and its market value at the time of
the option exercise, less the premium received for writing the option. Upon the
exercise of a call option written by the Fund, the Fund may suffer a loss equal
to the excess of the security's market value at the time of the option exercise
over the Fund's acquisition cost of the security, less the premium received for
writing the option.

5
<PAGE>

Whenever the Fund writes a call option it will continue to own or to
have the present right to acquire the underlying security for as long as it
remains obligated as the writer of the option. To support its obligation to
purchase the underlying security if a put option is exercised, the Fund will
either (a) deposit with the Fund's custodian in a segregated account, cash, U.S.
Government Securities or other high grade debt obligations having a value at
least equal to the exercise price of the underlying securities or (b) continue
to own the equivalent number of puts of the same "series" (that is, puts on the
same underlying security having the same exercise prices and expiration dates as
those written by the Fund), or an equivalent number of puts of the same "class"
(that is, puts on the same underlying security) with exercise prices greater
than those it has written (or, if the exercise prices of the puts it holds are
less than the exercise prices of those it has written, it will deposit the
difference with the Fund's custodian in a segregated account).
The Fund may engage in a closing purchase transaction to realize a
profit or limit a loss, to prevent an underlying security from being called or
put or, in the case of a call option, to unfreeze an underlying security
(thereby permitting its sale or the writing of a new option on the security
prior to the outstanding option's expiration). To effect a closing purchase
transaction, the Fund would purchase, prior to the holder's exercise of an
option that the Fund has written, an option of the same series as that on which
the Fund desires to terminate its obligation. The obligation of the Fund under
an option that it has written would be terminated by a closing purchase
transaction, but the Fund would not be deemed to own an option as a result of
the transaction. There can be no assurance that the Fund will be able to effect
closing purchase transactions at a time when it wishes to do so. To facilitate
closing purchase transactions, however, the Fund will ordinarily write options
only if a secondary market for the options exists on a national securities
exchange or in the over-the-counter market.
CERTAIN PORTFOLIO SECURITIES
FOREIGN SECURITIES. The Fund may purchase securities of foreign issuers
and may invest in obligations of foreign branches of domestic banks and domestic
branches of foreign banks. Investment in foreign securities presents certain
risks, including those resulting from fluctuations in currency exchange rates,
revaluation of currencies, adverse political and economic developments and the
possible imposition of currency exchange blockages or other foreign governmental
laws or restrictions, reduced availability of public information concerning
issuers, and the fact that foreign issuers are not generally subject to uniform
accounting, auditing and financial reporting standards or to other regulatory
practices and requirements comparable to those applicable to domestic issuers.
Moreover, securities of many foreign issuers may be less liquid and their prices
more volatile than those of comparable domestic issuers. In addition, with
respect to certain foreign countries, there is the possibility of expropriation,
confiscatory taxation and limitations on the use or removal of funds or other
assets of the Fund, including withholding of dividends. Foreign securities may
be subject to foreign government taxes that would reduce the return on such
securities.
ILLIQUID SECURITIES. The Fund will not knowingly invest more than 15% of
the value of its net assets in illiquid securities, including time deposits and
repurchase agreements having maturities longer than seven days. Securities that
have readily available market quotations are not deemed illiquid for purposes of
this limitation (irrespective of any legal or contractual restrictions on
resale). The Fund may invest in commercial obligations issued in reliance on the
so-called "private placement" exemption from registration afforded by Section
4(2) of the Securities Act of 1933, as amended ("Section 4(2) paper"). The Fund
may also purchase securities that are not registered under the Securities Act of
1933, as amended, but that can be sold to qualified institutional buyers in
accordance with Rule 144A under that Act ("Rule 144A securities"). Liquidity
determinations with respect to Section 4(2) paper and Rule 144A securities will
be made by the Board of Trustees or by Dreyfus pursuant to guidelines
established by the Board of Trustees. The Board or Dreyfus will consider
availability of reliable price information and other relevant information in
making such determinations. Section 4(2) paper is restricted as to disposition
under the federal securities laws, and generally is sold to institutional
investors, such as the Fund, that agree that they are purchasing the paper for
investment and not with a view to public distribution. Any resale by the
purchaser must be pursuant to registration or an exemption therefrom. Section
4(2) paper normally is resold to other institutional investors like the Fund
through or with the assistance of the issuer or investment dealers who make a
market in the Section 4(2) paper, thus providing liquidity. Rule 144A securities
generally must be sold to other qualified institutional buyers. If a particular
investment in Section 4(2) paper or Rule 144A securities is not determined to be

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<PAGE>

liquid, that investment will be included within the percentage limitation on
investment in illiquid securities. The ability to sell Rule 144A securities to
qualified institutional buyers is a recent development and it is not possible to
predict how this market will mature. Investing in Rule 144A securities could
have the effect of increasing the level of Fund illiquidity to the extent that
qualified institutional buyers become, for a time, uninterested in purchasing
these securities from the Fund or other holders.
LOW-RATED AND COMPARABLE UNRATED SECURITIES. Low-rated and comparable
unrated securities (collectively referred to in this discussion as "low-rated
securities") will likely have some quality and protective characteristics that,
in the judgment of the rating organization, are outweighed by large
uncertainties or major risk exposures to adverse conditions; and are
predominantly speculative with respect to the issuer's capacity to pay interest
and to repay principal in accordance with the terms of the obligation. While the
market values of low-rated securities tend to react less to fluctuations in
interest rate levels than the market values of higher-rated securities, the
market values of certain low-rated securities tend to be more sensitive to
individual corporate developments and changes in economic conditions than
higher-rated securities. In addition, low-rated securities generally present a
higher degree of credit risk. Issuers of low-rated securities are often highly
leveraged and may not have more traditional methods of financing available to
them so that their ability to service their debt obligations during an economic
downturn or during sustained periods of rising interest rates may be impaired.
The risk of loss due to default by such issuers is significantly greater because
low-rated securities are generally unsecured and frequently are subordinated to
the prior payment of senior indebtedness. The Fund may incur additional expenses
to the extent that it is required to seek recovery upon a default in the payment
of principal or interest on its portfolio holdings. The existence of limited
markets for low-rated securities may diminish the Fund's ability to obtain
accurate market quotations for purposes of valuing such securities and
calculating its net asset value. Further information regarding security ratings
is contained in the SAI.
STOCK INDEX OPTIONS. The Fund may purchase and write exchange-listed put
and call options on stock indexes to hedge against risks of market-wide price
movements. A stock index measures the movement of a certain group of stocks by
assigning relative values to the common stocks included in the index. (Examples
of well-known stock indexes are the Standard & Poor's 500 Composite Stock Price
Index ("S&P 500") and the New York Stock Exchange Composite Index.) Options on
stock indexes are similar to options on securities. However, because options on
stock indexes do not involve the delivery of an underlying security, the option
represents the holder's right to obtain from the writer in cash a fixed multiple
of the amount by which the exercise price exceeds (in the case of a put) or is
less than (in the case of a call) the closing value of the underlying index on
the exercise date.
The advisability of using stock index options to hedge against the risk
of market-wide movements will depend on the extent of diversification of the
Fund's stock instruments and the sensitivity of its stock investments to factors
influencing the underlying index. The effectiveness of purchasing or writing
stock index options as a hedging technique will depend upon the extent to which
price movements in the portion of the portfolio being hedged correlate with
price movements in the stock index selected.

REPURCHASE AGREEMENTS. The Fund may enter into repurchase agreements. A
repurchase agreement involves the purchase of a security by the Fund and a
simultaneous agreement (generally with a bank or broker-dealer) to repurchase
that security from the Fund at a specified price and date or upon demand. This
technique offers a method of earning income on idle cash. A risk associated with
repurchase agreements is the failure of the seller to repurchase the securities
as agreed, which may cause the Fund to suffer a loss if the market value of such
securities declines before they can be liquidated on the open market. Repurchase
agreements with a duration of more than seven days are considered illiquid
securities and are subject to the associated limits discussed above.

OTHER INVESTMENT COMPANIES. The Fund may invest in securities issued by
other investment companies to the extent that such investments are consistent
with the Fund's investment objectives and policies and permissible under the
Investment Company Act of 1940, as amended ("1940 Act"). As a shareholder of
another investment company, the Fund would bear, along with other shareholders,
its pro rata portion of the other investment company's expenses, including
advisory fees. These expenses would be in addition to the advisory and other
expenses that the Fund bears directly in connection with its own operations.

7
<PAGE>

PORTFOLIO TURNOVER. While securities are purchased for the Fund on the
basis of potential for long-term growth of capital and not for short-term
trading profits, the Fund's turnover rate may exceed 100%. A portfolio turnover
rate of 100% would occur, for example, if all the securities held by the Fund
were replaced once in a period of one year. A higher rate of portfolio turnover
involves correspondingly greater brokerage commissions and other expenses that
must be borne directly by the Fund and, thus, indirectly by its shareholders. In
addition, a high rate of portfolio turnover may result in the realization of
larger amounts of short-term capital gains that, when distributed to the Fund's
shareholders; are taxable to them as ordinary income. Nevertheless, securities
transactions for the Fund will be based only upon investment considerations and
will not be limited by any other considerations when Dreyfus deems it
appropriate to make changes in the Fund's assets.
RISK FACTORS
As with any equity fund, the value of your investment in the Fund may
fluctuate in response to movements in the stock market as a whole. In addition,
the ability of the Fund to invest in foreign securities, illiquid securities and
low-rated and unrated debt securities, and to purchase and sell certain
instruments (including writing certain options), may increase the Fund's
investment risks and opportunities. See "Certain Portfolio Securities" and
"Investment Techniques-Covered Options Writing" above and "Investment Objectives
and Management Policies" in the SAI.

LIMITING INVESTMENT RISKS. The Fund is subject to a number of investment
limitations. Certain limitations are matters of fundamental policy and may not
be changed without the affirmative vote of the holders of a majority of the
Fund's outstanding shares. The SAI describes all of the Fund's fundamental and
non-fundamental restrictions.

The investment objectives, policies, restrictions, practices and
procedures of the Fund, unless otherwise specified, may be changed without
shareholder approval. If the Fund's investment objectives, policies,
restrictions, practices or procedures change, shareholders should consider
whether the Fund remains an appropriate investment in light of the shareholder's
then-current position and needs.

MANAGEMENT OF THE FUND

INVESTMENT MANAGER. Dreyfus, located at 200 Park Avenue, New York, New
York 10166, was formed in 1947. Dreyfus is a wholly-owned subsidiary of Mellon
Bank, which is a wholly-owned subsidiary of Mellon Bank Corporation ("Mellon").
As of October 31, 1997, Dreyfus managed or administered approximately $93
billion in assets for more than 1.7 million investor accounts nationwide.

The Fund is managed by a committee of portfolio managers of Dreyfus and
no person is primarily responsible for making recommendations to the committee.
This committee also comprises the Equity Policy Group of The Boston Company
Asset Management, Inc. which is an indirect wholly-owned subsidiary of Mellon.

8
<PAGE>

non-investment services, such as custodial or administration services, for more
than $1.488 trillion in assets, including approximately $60 billion in mutual
fund assets.

For the fiscal year ended December 31, 1996, total operating expenses
(excluding Rule 12b-1 fees) (net of fees waived) of the Fund were 0.88% of the
average daily net assets of the Institutional shares.

In addition, Institutional shares are subject to certain Rule 12b-1
distribution and shareholder servicing fees. See "Distribution Plan."
Dreyfus may pay the Fund's distributor for shareholder services from
Dreyfus' own assets, including past profits but not including the management fee
paid by the Fund. The Fund's distributor may use part or all of such payments to
pay Agents in respect of these services.
In allocating brokerage transactions, Dreyfus seeks to obtain the best
execution of orders at the most favorable net price. Subject to this
determination, Dreyfus may consider, among other things, the receipt of research
services and/or the sale of shares of the Fund or other funds managed, advised
or administered by Dreyfus as factors in the selection of broker-dealers to
execute portfolio transactions for the Fund. See "Portfolio Transactions" in the
SAI.
Dreyfus is authorized to allocate purchase and sale orders for portfolio
securities to certain financial institutions, including, in the case of agency
transactions, financial institutions that are affiliated with Dreyfus or Mellon
Bank or that have sold shares of the Fund, if Dreyfus believes that the quality
of the transaction and the commissions are comparable to what they would be with
other qualified brokerage firms. From time to time, to the extent consistent
with its investment objectives, polices and restrictions, the Fund may invest in
securities of companies with which Mellon Bank has a lending relationship.

DISTRIBUTOR. The Fund's distributor is Premier Mutual Fund Services,
Inc., located at 60 State Street, Boston, Massachusetts 02109. The Distributor's
ultimate parent is Boston Institutional Group, Inc.

TRANSFER AND DIVIDEND DISBURSING AGENT AND CUSTODIAN. Dreyfus Transfer,
Inc., a wholly-owned subsidiary of Dreyfus, P.O. Box 9671, Providence, Rhode
Island 02940-9671, is the Fund's Transfer and Dividend Disbursing Agent (the
"Transfer Agent"). Mellon Bank, located at One Mellon Bank Center, Pittsburgh,
Pennsylvania 15258, serves as the Fund's custodian.

HOW TO BUY SHARES

GENERAL -- By this Prospectus, the Fund is offering Institutional shares
Institutional shares are offered to those customers of certain financial
planners and investment advisers who held shares of a predecessor class of the
Fund on April 4, 1994.

The Fund offers four additional classes of shares through a separate
prospectus, a copy of which is available free of charge by calling
1-800-645-6561. These other share classes are subject to different expenses,
which may cause their performance to differ from that of Institutional shares.

When purchasing Fund shares, you must specify which class is being
purchased. Share certificates are issued only upon your written request. No
certificates are issued for fractional shares. The Fund reserves the right to
reject any purchase order.

Management understands that some Agents may impose certain conditions on
their clients which are different from those described in this Prospectus, and,
to the extent permitted by applicable regulatory authority, may charge their
clients direct fees which would be in addition to any amounts which might be

9
<PAGE>

received under the Distribution Plan. Each Agent has agreed to transmit to its
clients a schedule of such fees. You should consult your Agent in this regard.

The minimum initial investment is $1,000. Subsequent investments must be
at least $100. The Fund reserves the right to vary further the initial and
subsequent investment minimum requirements at any time.

You may purchase Fund shares by check or wire, or through the
TELETRANSFER Privilege described below. Checks should be made payable to "The
Dreyfus Family of Funds," or if for Dreyfus retirement plan accounts, to "The
Dreyfus Trust Company, Custodian." Payments which are mailed should be sent to
Dreyfus Premier Core Value Fund, P.O. Box 6587, Providence, Rhode Island
02940-6587. If you are opening a new account, please enclose your Account
Application indicating which class of shares is being purchased. For subsequent
investments, your Fund account number should appear on the check and an
investment slip should be enclosed. For Dreyfus retirement plan accounts,
payments which are mailed should be sent to The Dreyfus Trust Company,
Custodian, P.O. Box 6427, Providence, Rhode Island 02940-6427. Neither initial
nor subsequent investments should be made by third party check.

Wire payments may be made if your bank account is in a commercial bank
that is a member of the Federal Reserve System or any other bank having a
correspondent bank in New York City. Immediately available funds may be
transmitted by wire to Boston Safe Deposit and Trust Company, together with the
Fund's DDA #______/Dreyfus Premier Core Value Fund, Institutional Class, for
purchase of Fund shares in your name. The wire must include your Fund account
number (for new accounts, your Taxpayer Identification Number ("TIN") should be
included instead), account registration and dealer number, if applicable, and
must indicate the class of shares being purchased. If your initial purchase of
Fund shares is by wire, please call 1-800-645-6561 after completing your wire
payment to obtain your Fund account number. Please include your Fund account
number on the Account Application and promptly mail the Account Application to
the Fund, as no redemptions will be permitted until the Account Application is
received. You may obtain further information about remitting funds in this
manner from your bank. All payments should be made in U.S. dollars and, to avoid
fees and delays, should be drawn only on U.S. banks. A charge will be imposed if
any check used for investment in your account does not clear. The Fund makes
available to certain large institutions the ability to issue purchase
instructions through compatible computer facilities.

Fund shares also may be purchased through Dreyfus-AUTOMATIC Asset
Builder(REGISTERED TRADEMARK), Dreyfus Payroll Savings Plan and the Government
Direct Deposit Privilege described under "Shareholder Services." These services
enable you to make regularly scheduled investments and may provide you with a
convenient way to invest for long-term financial goals. You should be aware,
however, that periodic investment plans do not guarantee a profit and will not
protect an investor against loss in a declining market.

Subsequent investments also may be made by electronic transfer of funds
from an account maintained in a bank or other domestic financial institution
that is an Automated Clearing House ("ACH") member. You must direct the
institution to transmit immediately available funds through the ACH to Boston
Safe Deposit and Trust Company with instructions to credit your Fund account.
The instructions must specify your Fund account registration and your Fund
account number PRECEDED BY THE DIGITS "4020".

The Distributor may pay dealers a fee of up to 0.5% of the amount
invested through such dealers in Fund shares by employees participating in
qualified or non-qualified employee benefit plans or other programs where (i)
the employers or affiliated employers maintaining such plans or programs have a
minimum of 250 employees eligible for participation in such plans or programs or
(ii) such plan's or program's aggregate investment in the Dreyfus Family of
Funds or certain other products made available by the Distributor to such plans
or programs exceeds $1,000,000 ("Eligible Benefit Plans"). Shares of funds in
the Dreyfus Family of Funds then held by Eligible Benefit Plans will be

10
<PAGE>

aggregated to determine the fee payable. The Distributor reserves the right to
cease paying these fees at any time. The Distributor will pay such fees from its
own funds, other than amounts received from the Fund, including past profits or
any other source available to it.

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

NET ASSET VALUE PER SHARE ("NAV") -- An investment portfolio's NAV
refers to the worth of one share. The NAV for Institutional shares of the Fund
is computed by adding the value of the Fund's investments, cash, and other
assets attributable to Institutional shares, deducting liabilities attributable
to the Institutional shares and dividing the result by the number of
Institutional shares outstanding. Institutional shares are offered on a
continuous basis. The valuation of assets for determining NAV for the Fund may
be summarized as follows:
The portfolio securities of the Fund, except as otherwise noted, listed
or traded on a stock exchange, are valued at the latest sale price. If no sale
is reported, the mean of the latest bid and asked prices is used. Securities
traded over-the-counter are priced at the mean of the latest bid and asked
prices but will be valued at the last sale price if required by regulations of
the SEC. When market quotations are not readily available, securities and other
assets are valued at a fair value as determined in good faith in accordance with
procedures established by the Board of Trustees.
Bonds are valued through valuations obtained from a commercial pricing
service or at the most recent mean of the bid and asked prices provided by
investment dealers in accordance with procedures established by the Board of
Trustees.

NAV is determined on each day that the New York Stock Exchange ("NYSE")
is open (a "business day"), as of the close of trading on the floor of the NYSE
(usually 4 p.m. New York time). For purposes of determining NAV, options and
futures contracts will be valued 15 minutes after the close of trading on the
floor of the NYSE. Orders received by the Transfer Agent or other agent in
proper form before the close of trading on the floor of the NYSE are effective
on, and will receive the public offering price determined on, that day (except
investments made by electronic funds transfer, which are effective two business
days after your call). Orders received after such close of trading are effective
on, and receive the public offering price determined on, the next business day.

The public offering price for Institutional shares is their NAV.

If you have selected the TELETRANSFER Privilege, you may request a
TELETRANSFER purchase of shares by calling 1-800-645-6561or, if you are calling
from overseas, call 516-794-5452.

SHAREHOLDER SERVICES

You may purchase, in exchange for Institutional shares of the Fund,
shares of certain other eligible funds managed or administered by Dreyfus, to
the extent such shares are offered for sale in your state of residence. These
funds have different investment objectives which may be of interest to you.

To request an exchange, you or your Agent acting on your behalf, must
give exchange instructions to the Transfer Agent in writing or by telephone.
Before any exchange, you must obtain and should review a copy of the current

11
<PAGE>

prospectus of the fund into which the exchange is being made. Prospectuses may
be obtained by calling 1-800-645-6561. Except in the case of personal retirement
plans, the shares being exchanged must have a current value of at least $500;
furthermore, when establishing a new account by exchange, the shares being
exchanged must have a value of at least the minimum initial investment required
for the fund into which the exchange is being made. The ability to issue
exchange instructions by telephone is given to all Fund shareholders
automatically, unless you check the applicable "No" box on the Account
Application, indicating that you specifically refuse this Privilege. The
Telephone Exchange Privilege may be established for an existing account by
written request, signed by all shareholders on the account, by a separate signed
Shareholder Services Form, available by calling 1-800-645-6561, or by oral
request from any of the authorized signatories on the account, by calling
1-800-645-6561. If you previously have established the Telephone Exchange
Privilege, you may telephone exchange instructions (including over The Dreyfus
Touch(REGISTERED TRADEMARK) automated telephone system) by calling
1-800-645-6561. If you are calling from overseas, call 516-794-5452. See "How to
Redeem Shares Procedures." Upon an exchange into a new account, the following
shareholder services and privileges, as applicable and where available, will be
automatically carried over to the fund into which the exchange is made:
Telephone Exchange Privilege, Wire Redemption Privilege, Telephone Redemption
Privilege, TELETRANSFER Privilege and the dividend and distributions payment
option (except for Dividend Sweep) selected by the investor.

Shares will be exchanged at the next determined NAV; however, a sales
load may be charged with respect to exchanges into funds sold with a sales load.
If you are exchanging into a fund that charges a sales load, you may qualify for
share prices which do not include the sales load or which reflect a reduced
sales load, if the shares you are exchanging were: (a) purchased with a sales
load, (b) acquired by a previous exchange from shares purchased with a sales
load, or (c) acquired through reinvestment of dividends or distributions paid
with respect to the foregoing categories of shares. To qualify, at the time of
the exchange your Agent must notify the Distributor. Any such qualification is
subject to confirmation of your holdings through a check of appropriate records.
See "Shareholder Services" in the SAI. No fees currently are charged
shareholders directly in connection with exchanges, although the Fund reserves
the right, upon not less than 60 days' written notice, to charge shareholders a
nominal fee in accordance with the rules promulgated by the SEC. The Fund
reserves the right to reject any exchange request in whole or in part. The
availability of Fund Exchanges may be modified or terminated at any time upon
notice to shareholders.

AUTO-EXCHANGE PRIVILEGE

Auto-Exchange Privilege enables you to invest regularly (on a
semi-monthly, monthly, quarterly or annual basis), in exchange for Institutional
shares of the Fund, in shares of certain other funds in the Dreyfus Family of
Funds of which you are a shareholder. The amount you designate, which can be
expressed either in terms of a specific dollar or share amount ($100 minimum),
will be exchanged automatically on the first and/or fifteenth day of the month
according to the schedule you have selected. Shares will be exchanged at the
then-current NAV; however, a sales load may be charged with respect to exchanges
of shares into funds sold with a sales load. The right to exercise this
Privilege may be modified or canceled by the Fund or the Transfer Agent. You may
modify or cancel your exercise of this Privilege at any time by mailing written
notification to Dreyfus Premier Core Value Fund, P.O. Box 6587, Providence,
Rhode Island 02940-6587. The Fund may charge a service fee for the use of this
Privilege. No such fee currently is contemplated. The exchange of shares of one
fund for shares of another is treated for Federal income tax purposes as a sale
of the shares given in exchange by the shareholder, and therefore, an exchanging
shareholder may realize, or an exchange on behalf of a Retirement Plan which is
not tax exempt may result in, a taxable gain or loss. For more information
concerning this Privilege and the funds in the Dreyfus Family of Funds eligible
to participate in this Privilege, or to obtain an Auto-Exchange Authorization
Form, please call toll free 1-800-645-6561.

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<PAGE>

DREYFUS-AUTOMATIC ASSET BUILDER(REGISTERED TRADEMARK)

Dreyfus-AUTOMATIC Asset Builder permits you to purchase Fund shares
(minimum of $100 and maximum of $150,000 per transaction) at regular intervals
selected by you. Fund shares are purchased by transferring funds from the bank
account designated by you. At your option, the bank account designated by you
will be debited in the specified amount, and Fund shares will be purchased, once
a month, on either the first or fifteenth day, or twice a month, on both days.
Only an account maintained at a domestic financial institution which is an ACH
member may be so designated. To establish a Dreyfus-AUTOMATIC Asset Builder
account, you must file an authorization form with the Transfer Agent. You may
obtain the necessary authorization form by calling 1-800-645-6561. You may
cancel your participation in this Privilege or change the amount of purchase at
any time by mailing written notification to Dreyfus Premier Core Value Fund,
P.O. Box 6587, Providence, Rhode Island 02940-6587, and the notification will be
effective three business days following receipt. The Fund may modify or
terminate this Privilege at any time or charge a service fee. No such fee
currently is contemplated.

DIVIDEND OPTIONS

Dividend Sweep enables you to invest automatically dividends or
dividends and capital gain distributions, if any, paid by the Institutional
shares of the Fund in shares of certain other eligible funds in the Dreyfus
Family of Funds of which you are a shareholder. Shares of the other fund will be
purchased at the then-current NAV; however, a sales load may be charged with
respect to investments in shares of a fund sold with a sales load. If you are
investing in a fund that charges a sales load, you may qualify for share prices
which do not include the sales load or which reflect a reduced sales load. If
you are investing in a fund that charges a CDSC, the shares purchased will be
subject on redemption to the CDSC, if any, applicable to the purchased shares.
See "Shareholder Services" in the SAI. Dividend ACH permits you to transfer
electronically dividends or dividends and capital gain distributions, if any,
from the Fund to a designated bank account. Only an account maintained at a
domestic financial institution which is an ACH member may be so designated.
Banks may charge a fee for this service.

For more information concerning these privileges, or to request a
Dividend Options Form, please call toll free 1-800-645-6561. You may cancel
these privileges by mailing written notification to Dreyfus Premier Core Value
Fund, P.O. Box 6587, Providence, Rhode Island 02940-6587. To select a new fund
after cancellation, you must submit a new Dividend Options Form. Enrollment in
or cancellation of these privileges is effective three business days following
receipt. These privileges are available only for existing accounts and may not
be used to open new accounts. Minimum subsequent investments do not apply for
Dividend Sweep. The Fund may modify or terminate these privileges at any time or
charge a service fee. No such fee currently is contemplated. Shares held under
Keogh Plans, IRAs or other retirement plans are not eligible for Dividend Sweep.

GOVERNMENT DIRECT DEPOSIT PRIVILEGE

Government Direct Deposit Privilege enables you to purchase Fund shares
(minimum of $100 and maximum of $50,000 per transaction) by having Federal
salary, Social Security, or certain veterans', military or other payments from
the Federal government automatically deposited into your Fund account. You may
deposit as much of such payments as you elect. You should consider whether
Direct Deposit of your entire payment into a fund with fluctuating NAV, such as
the Fund, may be appropriate for you. To enroll in Government Direct Deposit,
you must file with the Transfer Agent a completed Direct Deposit Sign-Up Form
for each type of payment that you desire to include in this Privilege. The
appropriate form may be obtained by calling 1-800-645-6561. Death or legal
incapacity will terminate your participation in this Privilege. You may elect at
any time to terminate your participation by notifying in writing the appropriate
Federal agency. Further, the Fund may terminate your participation upon 30 days'
notice to you.

DREYFUS PAYROLL SAVINGS PLAN

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<PAGE>

authorization only by written notification to your employer. It is the sole
responsibility of your employer, not the Distributor, Dreyfus, the Fund, the
Transfer Agent or any other person, to arrange for transactions under the
Dreyfus Payroll Savings Plan. The Fund may modify or terminate this Privilege at
any time or charge a service fee. No such fee currently is contemplated. Shares
held under Keogh Plans, IRAs or other retirement plans are not eligible for this
Privilege.

AUTOMATIC WITHDRAWAL PLAN

The Automatic Withdrawal Plan permits you to request withdrawal of a
specified dollar amount (minimum of $50) on either a monthly or quarterly basis
if you have a $5,000 minimum account. An Automatic Withdrawal Plan may be
established by filing an Automatic Withdrawal Plan application with the Transfer
Agent or by oral request from any of the authorized signatories on the account
by calling 1-800-645-6561.

Particular Retirement Plans, including Dreyfus-sponsored Retirement
Plans, may permit certain participants to establish an automatic withdrawal plan
from such Retirement Plans. Participants should consult their Retirement Plan
sponsor and tax adviser for details. Such a withdrawal plan is different from
the Automatic Withdrawal Plan. The Automatic Withdrawal Plan may be ended at any
time by the shareholder, the Fund or the Transfer Agent. Shares for which
certificates have been issued may not be redeemed through the Automatic
Withdrawal Plan.

RETIREMENT PLANS
The Fund offers a variety of pension and profit-sharing plans, including
Keogh Plans, IRAs (including regular IRAs, spousal IRAs for a non working
spouse, Roth IRAs, SEP-IRAs, rollover IRAs and Education IRAs), 401(k) Salary
Reduction Plans and 403(b)(7) Plans. Plan support services also are available.
You can obtain details on the various plans by calling the following numbers
toll free: for Keogh Plans, please call 1-800-358-5566; for IRAs and IRA
"Rollover Accounts," please call 1-800-645-6561; for SEP-IRAs, 401(k) Salary
Reduction Plans and 403(b)(7) Plans, please call 1-800-322-7880.

HOW TO REDEEM SHARES

GENERAL -- You may request redemption of your shares at any time.
Redemption requests should be transmitted to the Transfer Agent as described
below. When a request is received in proper form, the Fund will redeem the
shares at the next determined NAV as described below. If you hold Fund shares of
more than one class, any request for redemption must specify the class of shares
being redeemed. If you fail to specify the class of shares to be redeemed or if
you own fewer shares of the class than specified to be redeemed, the redemption
request may be delayed until the Transfer Agent receives further instructions
from you or your Agent.
The Fund imposes no charges when Institutional shares are redeemed.
Agents may charge their clients a fee for effecting redemptions of Institutional
shares. Any certificates representing Fund shares being redeemed must be
submitted with the redemption request. The value of the shares redeemed may be
more or less than their original cost, depending upon the Fund's then-current
NAV.
The Fund ordinarily will make payment for all shares redeemed within
seven days after receipt by the Transfer Agent of a redemption request in proper
form, except as provided by the rules of the SEC. HOWEVER, IF YOU HAVE PURCHASED
FUND SHARES BY CHECK, BY THE TELETRANSFER PRIVILEGE OR THROUGH DREYFUS-AUTOMATIC
ASSET BUILDER(REGISTERED TRADEMARK) AND SUBSEQUENTLY SUBMIT A WRITTEN REDEMPTION
REQUEST TO THE TRANSFER AGENT, THE REDEMPTION PROCEEDS WILL BE TRANSMITTED TO
YOU PROMPTLY UPON BANK CLEARANCE OF YOUR PURCHASE CHECK, TELETRANSFER PURCHASE
OR DREYFUS-AUTOMATIC ASSET BUILDER ORDER, WHICH MAY TAKE UP TO EIGHT BUSINESS
DAYS OR MORE. IN ADDITION, THE FUND WILL REJECT REQUESTS TO REDEEM SHARES BY
WIRE OR TELEPHONE OR PURSUANT TO THE TELETRANSFER PRIVILEGE FOR A PERIOD OF
EIGHT BUSINESS DAYS AFTER RECEIPT BY THE TRANSFER AGENT OF THE PURCHASE CHECK,
THE TELETRANSFER PURCHASE OR THE DREYFUS-AUTOMATIC ASSET BUILDER ORDER AGAINST
WHICH SUCH REDEMPTION IS REQUESTED. THESE PROCEDURES WILL NOT APPLY IF YOUR
SHARES WERE PURCHASED BY WIRE PAYMENT, OR IF YOU OTHERWISE HAVE A SUFFICIENT
COLLECTED BALANCE IN YOUR ACCOUNT TO COVER THE REDEMPTION REQUEST. PRIOR TO THE
TIME ANY REDEMPTION IS EFFECTIVE, DIVIDENDS ON SUCH SHARES WILL ACCRUE AND BE
PAYABLE,

14
<PAGE>

AND YOU WILL BE ENTITLED TO EXERCISE ALL OTHER RIGHTS OF BENEFICIAL OWNERSHIP.
Fund shares will not be redeemed until the Transfer Agent has received your
Account Application.
The Fund reserves the right to redeem your account at its option upon
not less than 45 days' written notice if your account's net asset value is $500
or less and remains so during the notice period.

PROCEDURES -- You may redeem shares by using the regular redemption
procedure through the Transfer Agent, or through the Telephone Redemption
Privilege, which is granted automatically unless you specifically refuse it by
checking the applicable "No" box on the Account Application. The Telephone
Redemption Privilege may be established for an existing account by a separate
signed Shareholder Services Form or by oral request from any of the authorized
signatories on the account by calling 1-800-645-6561. You also may redeem shares
through the Wire Redemption Privilege or the Dreyfus TELETRANSFER PRIVILEGE if
you have checked the appropriate box and supplied the necessary information on
the Account Application or have filed a Shareholder Services Form with the
Transfer Agent. Other redemption procedures may be in effect for clients of
certain Agents and institutions. The Fund makes available to certain large
institutions the ability to issue redemption instructions through compatible
computer facilities. The Fund reserves the right to refuse any request made by
telephone, including requests made shortly after a change of address, and may
limit the amount involved or the number of such requests. The Fund may modify or
terminate any redemption privilege at any time or charge a service fee upon
notice to shareholders. No such fee currently is contemplated. Shares held under
Keogh Plans, IRAs, or other retirement plans, and shares for which certificates
have been issued, are not eligible for the Wire Redemption, Telephone Redemption
or TELETRANSFER Privilege.

During times of drastic economic or market conditions, you may
experience difficulty in contacting the Transfer Agent by telephone to request a
redemption or exchange of Fund shares. In such cases, you should consider using
the other redemption procedures described herein. Use of these other redemption
procedures may result in your redemption request being processed at a later time
than it would have been if telephone redemption had been used. During the delay,
the Fund's NAV may fluctuate.

REGULAR REDEMPTION -- Under the regular redemption procedure, you may
redeem shares by written request mailed to Dreyfus Premier Core Value Fund, P.O.
Box 6587, Providence, Rhode Island 02940-6587. Redemption requests must be
signed by each shareholder, including each owner of a joint account, and each
signature must be guaranteed. The Transfer Agent has adopted standards and
procedures pursuant to which signature-guarantees in proper form generally will
be accepted from domestic banks, brokers, dealers, credit unions, national
securities exchanges, registered securities associations, clearing agencies and
savings associations, as well as from participants in the New York Stock
Exchange Medallion Signature Program, the Securities Transfer Agents Medallion
Program ("STAMP") and the Stock Exchanges Medallion Program. If you have any
questions with respect to signature-guarantees, please contact your Agent or
call the telephone number listed on the cover of this Prospectus.

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

WIRE REDEMPTION PRIVILEGE. You may request by wire, telephone or letter
that redemption proceeds (minimum $1,000) be wired to your account at a bank
which is a member of the Federal Reserve System, or a correspondent bank if your
bank is not a member. Holders of jointly registered Fund or bank accounts may
have redemption proceeds of only up to $250,000 wired within any 30-day period.
You may telephone redemption requests by calling 1-800-645-6561 or, if calling
from overseas, 516-794-5452. The Fund's SAI sets forth instructions for
transmitting redemption requests by wire.

TELEPHONE REDEMPTION PRIVILEGE. You may request by telephone that
redemption proceeds (maximum $ 150,000 per day) be paid by check and mailed to
your address. You may telephone redemption instructions by calling

15
<PAGE>

1-800-645-6561 or, if calling from overseas, 516-794-5452. The Telephone
Redemption Privilege is granted automatically unless you refuse it.

If you have selected the TELETRANSFER Privilege, you may request a
TELETRANSFER redemption of shares by calling 1-800-645-6561 or, if calling from
overseas, 516-794-5452.

ADDITIONAL INFORMATION ABOUT PURCHASES, EXCHANGES AND REDEMPTIONS

The Fund is intended to be a long-term investment vehicle and is not
designed to provide investors with a means of speculation on short-term market
movements. A pattern of frequent purchases and exchanges can be disruptive to
efficient portfolio management and, consequently, can be detrimental to the
Fund's performance and its shareholders. Accordingly, if the Fund's management
determines that an investor is engaged in excessive trading, the Fund, with or
without prior notice, may temporarily or permanently terminate the availability
of Fund Exchanges, or reject in whole or part any purchase or exchange request,
with respect to such investor's account. Such investors also may be barred from
purchasing other funds in the Dreyfus Family of Funds. Generally, an investor
who makes more than four exchanges out of the Fund during any calendar year (for
calendar year 1998, beginning on January 15th) or who makes exchanges that
appear to coincide with a market-timing strategy may be deemed to be engaged in
excessive trading. Accounts under common ownership or control will be considered
as one account for purposes of determining a pattern of excessive trading. In
addition, the Fund may refuse or restrict purchase or exchange requests by any
person or group if, in the judgment of the Fund's management, the Fund would be
unable to invest the money effectively in accordance with its investment
objective and policies or could otherwise be adversely affected or if the Fund
receives or anticipates receiving simultaneous orders that may significantly
affect the Fund (E.G., amounts equal to 1% or more of the Fund's total assets).
If an exchange request is refused, the Fund will take no other action with
respect to the shares until it receives further instructions from the investor.
The Fund may delay forwarding redemption proceeds for up to seven days if the
investor redeeming shares is engaged in excessive trading or if the amount of
the redemption request otherwise would be disruptive to efficient portfolio
management or would adversely affect the Fund. The Fund's policy on excessive
trading applies to investors who invest in the Fund directly or through
financial intermediaries, but does not apply to the Auto-Exchange Privilege, to
any automatic investment or withdrawal privilege described herein, or to non-IRA
retirement plan accounts.

During times of drastic economic or market conditions, the Fund may
suspend the Exchange Privilege temporarily without notice and treat exchange
requests based on their separate components - redemption orders with a
simultaneous request to purchase the other fund's shares. In such case, the
redemption request would be processed at the Fund's next determined net asset
value but the purchase order would be effective only at the net asset value next
determined after the fund being purchased receives the proceeds of the
redemption, which may result in the purchase being delayed.

DISTRIBUTION PLAN

Institutional shares are subject to a Distribution Plan (the "Plan")
adopted pursuant to Rule 12b-1 under the 1940 Act ("Rule 12b-1 "). The
Institutional shares of the Fund bear some of the cost of selling those shares
under the Plan. The Plan allows the Fund to spend annually up to 0.15% of its
average daily net assets attributable to Institutional shares to compensate
Dreyfus Service Corporation, an affiliate of Dreyfus, for shareholder servicing
activities and the Distributor for shareholder servicing activities and for

16
<PAGE>

activities or expenses primarily intended to result in the sale of Institutional
shares of the Fund The fees payable under the Distribution Plan are payable
without regard to actual expenses incurred. The Plan allows the Distributor to
make payments from the Rule 12b-1 fees it collects from the Fund to compensate
Agents that have entered into Agreements with the Distributor. Under the
Agreements, the Agents are obligated to provide distribution related services
with regard to the Fund and/or shareholder services to the Agent's clients that
own Institutional shares of the Fund.

The Fund and the Distributor may suspend or reduce payments under the
Plan at any time, and payments are subject to the continuation of the Fund's
Plan and the Agreements described above. From time to time, the Agents, the
Distributor and the Fund may agree to voluntarily reduce the maximum fees
payable under the Plan. See the SAI for more details on the Plan.

Potential investors should read this Prospectus in light of the terms
governing Agreements with their Agents.

DIVIDENDS, OTHER DISTRIBUTIONS AND TAXES

The Fund declares and pays dividends from its net investment income, if
any, four times yearly, and distributes its net realized capital gains, if any,
once a year, but it may make distributions on a more frequent basis to comply
with the distribution requirements of the Code, in all events in a manner
consistent with the provisions of the 1940 Act. The Fund will not make
distributions from net realized capital gains unless all capital loss
carryovers, if any, have been utilized or have expired. All expenses are accrued
daily and deducted before declaration of dividends to investors. Dividends and
other distributions paid by each class are calculated at the same time and in
the same manner and will be in the same amount, except that the expenses
attributable solely to a particular class are borne exclusively by that class.
See "Expense Summary."

Dividends derived from net investment income, together with
distributions from net realized short-term capital gains and all or a portion of
any gains realized from the sale or other disposition of certain market discount
bonds (collectively, "dividend distributions"), paid by the Fund will be taxable
to U.S. shareholders, including certain non-qualified retirement plans, as
ordinary income to the extent of the Fund's earnings and profits, whether
received in cash or reinvested in additional Fund shares. Distributions from net
capital gain (the excess of net long-term capital gain over net short-term
capital loss) are taxable to such shareholders as long-term capital gains
regardless of how long the shareholders have held their Fund shares and whether
such distributions are received in cash or reinvested in additional Fund shares.
Dividends and other distributions also may be subject to state and local taxes.

Dividend distributions paid by the Fund to a non-resident foreign
investor generally are subject to U.S. withholding tax at the rate of 30%,
unless the foreign investor claims the benefit of a lower rate specified in a
tax treaty. Distributions from net capital gain paid by the Fund to a
non-resident foreign investor, as well as the proceeds of any redemptions by
such an investor, regardless of the extent to which gain or loss may be
realized, generally are not subject to U.S. withholding tax. However, such
distributions may be subject to backup withholding, as described below, unless
the foreign investor certifies his or her non-U.S. residency status.

17
<PAGE>

1997 ("Tax Act"), which applies to non-corporate taxpayers' net capital gain on
securities and other capital assets held for more than 18 months, and (2) the
28% maximum tax rate, applicable to such gain on capital assets held for more
than one year and up to 18 months (which, prior to enactment of the Tax Act,
applied to all such gain on capital assets held for more than one year).

Dividends and other distributions paid by the Fund to qualified
retirement plans ordinarily will not be subject to taxation until the proceeds
are distributed from the retirement plans. The Fund will not report to the IRS
distributions paid to such plans. Generally, distributions from qualified
retirement plans, except those representing returns of non-deductible
contributions thereto, will be taxable as ordinary income and, if made prior to
the time the participant reaches age 59 1/2, generally will be subject to An
additional tax equal to 10% of the taxable portion of the distribution. If the
distribution from such a retirement plan (other than certain governmental or
church plans) for any taxable year following the year in which the participant
reaches age 70 1/2 is less than tHe "minimum required distribution" for that
taxable year, an excise tax equal to 50% of the deficiency may be imposed by the
IRS. The administrator, trustee or custodian of such a retirement plan will be
responsible for reporting distributions from such plans to the IRS. Moreover,
certain contributions to a qualified retirement plan in excess of the amounts
permitted by law may be subject to an excise tax. If a distributee of an
"eligible rollover distribution" from a qualified retirement plan does not elect
to have the eligible rollover distribution paid directly from the plan to an
eligible retirement plan in a "direct rollover," the eligible rollover
distribution is subject to a 20% income tax withholding.

The Fund must withhold and remit to the U.S. Treasury ("backup
withholding") 31% of dividends, capital gain distributions and redemption
proceeds, regardless of the extent to which gain or loss may be realized, paid
to an individual or certain other non-corporate shareholders if such shareholder
fails to certify that the TIN furnished to the Fund is correct. Backup
withholding at that rate also is required from dividends and capital gain
distributions payable to such a shareholder if (1) that shareholder fails to
certify that he or she has not received notice from the IRS of being subject to
backup withholding as a result of a failure properly to report taxable dividend
or interest income on a Federal income tax return or (2) the IRS notifies the
Fund to institute backup withholding because the IRS determines that the
shareholder's TIN is incorrect or that the shareholder has failed properly to
report such income.

The Fund is subject to a non-deductible 4% excise tax, measured with
respect to certain undistributed amounts of taxable investment income and
capital gains.
You should consult your tax adviser regarding specific questions as to
Federal, state or local taxes.

PERFORMANCE INFORMATION

For purposes of advertising, performance for Institutional shares may be
calculated on the basis of average annual total return and/or total return.
These total return figures reflect changes in the price of shares and assume
that any income dividends and/or capital gains distributions made by the Fund
during the measuring period were reinvested in shares of the same class. These
figures also take into account any applicable distribution and servicing fees.
Performance for each class will be calculated separately. As a result, at any
given time, the performance of Institutional shares should be expected to differ
from that of other classes of the Fund.

Average annual total return is calculated pursuant to a standardized
formula which assumes that an investment was purchased with an initial payment
of $1,000 and that the investment was redeemed at the end of a stated period of
time, after giving effect to the reinvestment of dividends and distributions
during the period. The return is expressed as a percentage rate which, if
applied on a compounded annual basis, would result in the redeemable value of
the investment at the end of the period. Advertisements of the Fund's
performance will include the Fund's average annual total return for one, five
and ten year periods, or for shorter periods depending upon the length of time
during which the Fund has operated.

<PAGE>

Total return is computed on a per share basis and assumes the
reinvestment of dividends and distributions. Total return generally is expressed
as a percentage rate which is calculated by combining the income and principal
changes for a specified period and dividing by the NAV at the beginning of the
period. Advertisements may include the percentage rate of total return or may
include the value of a hypothetical investment at the end of the period which
assumes the application of the percentage rate of total return.

The Fund may also advertise the yield on Institutional shares. The
Fund's yield is calculated by dividing a class of shares' annualized net
investment income per share during a recent 30-day (or one month) period by the
NAV of such class on the last day of that period. Since yields fluctuate, yield
data cannot necessarily be used to compare an investment in a class of shares
with bank deposits, savings accounts, and similar investment alternatives which
often provides an agreed-upon or guaranteed fixed yield for a stated period of
time.

Performance will vary from time to time and past results are not
necessarily representative of future results. Investors should remember that
performance is a function of portfolio management in selecting the type and
quality of portfolio securities and is affected by operating expenses.
Performance information, such as that described above, may not provide a basis
for comparison with other investments or other investment companies using a
different method of calculating performance.

The Fund may compare the performance of its shares with various industry
standards of performance including Lipper Analytical Services, Inc. ratings, S&P
500, the Consumer Price Index, and the Dow Jones Industrial Average. Performance
rankings as reported in CHANGING TIMES, BUSINESS WEEK, INSTITUTIONAL INVESTOR,
THE WALL STREET JOURNAL, MUTUAL FUND FORECASTER, NO LOAD INVESTOR, MONEY
MAGAZINE, MORNINGSTAR MUTUAL FUND VALUES, U.S. NEWS AND WORLD REPORT, FORBES,
FORTUNE, BARRON'S; and similar publications may also be used in comparing the
Fund's performance. Furthermore, the Fund may quote its shares' total returns
and yields in advertisements or in shareholder reports. The Fund may also
advertise non-standardized performance information, such as total return for
periods other than those required to be shown or cumulative performance data.
The Fund may advertise a quotation of yield or other similar quotation
demonstrating the income earned or distributions made by the Fund.

GENERAL INFORMATION

Each share (regardless of class) has one vote. All shares of all funds
(and classes thereof) vote together as a single class, except as to any matter
for which a separate vote of any fund or class is required by the 1940 Act, and
except as to any matter which affects the interests of one or more particular
funds or classes, in which case only the shareholders of the affected fund or
class are entitled to vote, each as a separate class. Only holders of shares of
a class to which a matter pertaining to a Distribution and/or Service Plan
relates will be entitled to vote on matters submitted to shareholders relating
to such matter.

Unless otherwise required by the 1940 Act, ordinarily it will not be
necessary for the Fund to hold annual meetings of shareholders. As a result,
Fund shareholders may not consider each year the election of Trustees or the
appointment of auditors. However, the holders of at least 10% of the shares
outstanding and entitled to vote may require the Company to hold a special

<PAGE>

meeting of shareholders for purposes of removing a Trustee from office and for
any other purpose. Company shareholders may remove a Trustee by the affirmative
vote of two-thirds of the Company's outstanding voting shares. In addition, the
Board of Trustees will call a meeting of shareholders for the purpose of
electing Trustees if, at any time, less than a majority of the Trustees then
holding office have been elected by shareholders.
The Transfer Agent maintains a record of your ownership and sends you
confirmations and statements of account.
Shareholder inquiries may be made by writing to the Fund at 144 Glenn
Curtiss Boulevard, Uniondale, New York 11556-0144, or by calling toll free
1-800-645-6561.

NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS AND IN THE FUND'S
OFFICIAL SALES LITERATURE IN CONNECTION WITH THE OFFER OF THE FUND'S SHARES,
AND, IF GIVEN OR MADE, SUCH OTHER INFORMATION OR REPRESENTATIONS MUST NOT BE
RELIED UPON AS HAVING BEEN AUTHORIZED BY THE FUND. THIS PROSPECTUS DOES NOT
CONSTITUTE AN OFFER IN ANY STATE IN WHICH, OR TO ANY PERSON TO WHOM, SUCH
OFFERING MAY NOT LAWFULLY BE MADE.

20
<PAGE>

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

DREYFUS PREMIER CORE VALUE FUND
CLASS A, CLASS B, CLASS C, CLASS R AND INSTITUTIONAL SHARES
PART B
(STATEMENT OF ADDITIONAL INFORMATION)
JANUARY 16, 1998
- ------------------------------------------------------------------------------

This Statement of Additional Information, which is not a prospectus,
supplements and should be read in conjunction with the current Prospectus
describing the Class A, Class B, Class C and Class R shares of the Dreyfus
Premier Core Value Fund (formerly, the Dreyfus Core Value Fund) (the "Fund") and
the current Prospectus describing the Institutional shares of the Fund, each
dated January 16, 1998, as they may be revised from time to time. The Fund is a
separate, diversified portfolio of The Dreyfus/Laurel Funds Trust (the "Trust"),
an open-end management investment company known as a mutual fund. To obtain a
copy of a Fund Prospectus, please write to the Fund at 144 Glenn Curtiss
Boulevard, Uniondale, New York 11556-0144, or call the following numbers:

Call Toll Free 1-800-554-4611 for Class A,B,C, or R shares,
or 1-800-645-6561 for Institutional shares
In New York City -- Call 1-718-895-1206
Outside the U.S. and outside of Canada -- Call 516-794-5452

The Dreyfus Corporation ("Dreyfus") serves as the Fund's investment
manager.

Premier Mutual Fund Services, Inc. (the "Distributor") is the
distributor of the Fund's shares.

TABLE OF CONTENTS
Page
----

Investment Objectives and Management Policies...................B-2
Management of the Fund..........................................B-15
Management Arrangements.........................................B-21
Purchase of Fund Shares.........................................B-22
Distribution and Service Plans..................................B-24
Redemption of Shares............................................B-26
Shareholder Services............................................B-28
Determination of Net Asset Value................................B-31
Dividends, Other Distributions and Taxes........................B-32
Portfolio Transactions..........................................B-36
Performance Information.........................................B-38
Information About the Fund......................................B-40
Custodian, Transfer and Dividend Disbursing
Agent, Counsel and Independent Auditors.......................B-41
Financial Statements............................................B-42
Appendix........................................................B-43

<PAGE>

INVESTMENT OBJECTIVES AND MANAGEMENT POLICIES

THE FOLLOWING INFORMATION SUPPLEMENTS AND SHOULD BE READ IN CONJUNCTION
WITH THE SECTION IN THE FUND'S PROSPECTUSES ENTITLED "DESCRIPTION OF THE FUND."

PORTFOLIO SECURITIES
- --------------------

FOREIGN SECURITIES. The Fund may invest in securities of foreign
issuers, including investments in obligations of foreign branches of domestic
banks and domestic branches of foreign banks. Investment in foreign securities
presents certain risks, including those resulting from fluctuations in currency
exchange rates, reevaluation of currencies, future political and economic
developments and the possible imposition of currency exchange blockages or other
foreign governmental laws or restrictions, reduced availability of public
information concerning issuers and the fact that foreign issuers are not
generally subject to uniform accounting, auditing and financial reporting
standards or to other regulatory practices and requirements comparable to those
applicable to domestic issuers. Moreover, securities of many foreign issuers may
be less liquid and their prices more volatile than those of securities of
comparable domestic issuers. In addition, with respect to certain foreign
countries, there is the possibility of expropriation, confiscatory taxation and
limitations on the use or removal of funds or other assets of the Fund including
withholding dividends.

U.S. GOVERNMENT SECURITIES. The Fund may invest in U.S. Government
Securities that are direct obligations of the U. S. Treasury, or that are issued
by agencies and instrumentalities of the U.S. Government and supported by the
full faith and credit of the U.S. Government. These include Treasury notes,
bills and bonds and securities issued by the Government National Mortgage
Association ("GNMA"), the Federal Housing Administration, the Department of
Housing and Urban Development, the Export-Import Bank, the Farmers Home
Administration, the General Services Administration, the Maritime Administration
and the Small Business Administration.

The Fund may also invest in U.S. Government Securities that are not
supported by the full faith and credit of the U.S. Government. These include
securities issued by Fannie Mae, Freddie Mac, Federal Home Loan Banks, Tennessee
Valley Authority, Student Loan Marketing Association and District of Columbia
Armory Board. Because the U.S. Government is not obligated by law to provide
support to an instrumentality it sponsors, the Fund will invest in obligations
issued by such an instrumentality only when Dreyfus determines that the credit
risk with respect to the instrumentality does not make its securities unsuitable
for investment by the Fund.

GNMA certificates represent ownership interests in a pool of mortgages
issued by a mortgage banker or other mortgagee. Distributions on GNMA
certificates include principal and interest components. GNMA, a corporate
instrumentality of the U.S. Department of Housing and Urban Development,

<PAGE>

guarantees timely payment of principal and interest on GNMA certificates; this
guarantee is deemed a general obligation of the United States, backed by its
full faith and credit.

Each of the mortgages in a pool supporting a GNMA certificate is insured
by the Federal Housing Administration or the Farmers Home Administration, or is
insured or guaranteed by the Veterans Administration. The mortgages have maximum
maturities of 40 years. Government statistics indicate, however, that the
average life of the underlying mortgages is shorter, due to scheduled
amortization and unscheduled repayments (attributable to voluntary prepayments
or foreclosures).

Fannie Mae and Freddie Mac are Government-sponsored corporations owned
entirely by private stockholders. Each is subject to general regulation by an
office of the Department of Housing and Urban Development. FNMA and FHLMC
purchase residential mortgages from a list of approved seller/services which
include state and federally-chartered savings and loan associations, mutual
savings banks, commercial banks and credit unions and mortgage bankers.
Pass-through securities issued by FNMA and FHLMC are guaranteed by those
entities as to payment of principal and interest.

BANK OBLIGATIONS. The Fund is permitted to invest in high-quality,
short-term money market instruments. The Fund may invest temporarily, and
without limitation in bank certificates of deposit, time deposits, and bankers'
acceptances when, in Dreyfus' opinion, a "defensive" investment posture is
warranted.

Certificates of deposit ("CDs") are short-term negotiable obligations of
commercial banks; time deposits ("TDs") are non-negotiable deposits maintained
in banking institutions for specified periods of time at stated interest rates;
and bankers' acceptances are time drafts drawn on commercial banks by borrowers,
usually in connection with international transactions. Domestic commercial banks
organized under Federal law are supervised and examined by the Comptroller of
the Currency and are required to be members of the Federal Reserve System and to
be insured by the Federal Deposit Insurance Corporation (the "FDIC"). Domestic
banks organized under state law are supervised and examined by state banking
authorities but are members of the Federal Reserve System only if they elect to
join. In addition, all banks whose certificates of deposit may be purchased by
the Trust are insured by the FDIC and are subject to Federal examination and to
a substantial body of Federal law and regulation. As a result of governmental
regulations, domestic branches of foreign banks are, among other things,
generally required to maintain specified levels of reserves, and are subject to
other supervision and regulations designed to promote financial soundness.

Obligations of foreign branches of domestic banks, such as CDs and TDs,
may be general obligations of the parent bank in addition to the issuing branch,
or may be limited by the terms of a specific obligation and by governmental
regulations. Payment of interest and principal upon obligations of foreign banks
and foreign branches of domestic banks may be affected by governmental action in
the country of domicile of the branch (generally referred to as sovereign risk).
Examples of such action would be the imposition of currency controls, interest
limitations, seizure of assets, or the declaration of a moratorium. Evidence of
ownership of portfolio securities may be held outside of the United States, and

B-2
<PAGE>

the Trust may be subject to the risks associated with the holdings of such
property overseas.

Obligations of domestic branches of foreign banks may be general
obligations of the parent bank in addition to the issuing branch, or may be
limited by the terms of a specific obligation and by Federal and state
regulation as well as by governmental action in the countries in which the
foreign bank has its head office. In addition, there may be less publicly
available information about a domestic branch of a foreign bank than about a
domestic bank. The Trust will carefully consider these factors in making such
investments.

LOW-RATED SECURITIES. The Fund may invest in low-rated and comparable
unrated securities. The effect a recession might have on such securities is not
known. Any such recession, however, could severely disrupt the market for such
securities and adversely affect the value of such securities. Any such economic
downturn also could adversely affect the ability of the issuers of such
securities to repay principal and pay interest thereon.

The ratings of the various nationally recognized statistical rating
organizations ("NRSROs") such as Moody's Investors Service, Inc. ("Moody's") and
Standard & Poor's Ratings Service, a division of McGraw-Hill Companies, Inc.
("S&P") generally represent the opinions of those organizations as to the
quality of the securities that they rate. Such ratings, however, are relative
and subjective, are not absolute standards of quality and do not evaluate the
market risk of the securities. Although Dreyfus uses these ratings as a
criterion for the selection of securities for the Fund, Dreyfus also relies on
its independent analysis to evaluate potential investments for the Fund. The
Fund's achievement of its investment objective may be more dependent on Dreyfus'
credit analysis of low-rated and unrated securities than would be the case for a
portfolio of higher-rated securities.

Subsequent to its purchase by the Fund, an issue of securities may cease
to be rated or its rating may be reduced below the minimum required for purchase
by the Fund. In addition, it is possible that an NRSRO might not timely change
its ratings of a particular issue to reflect subsequent events. None of these
events will require the sale of the securities by the Fund, although Dreyfus
will consider these events in determining whether the Fund should continue to
hold the securities. To the extent that the ratings given by an NRSRO for
securities may change as a result of changes in the rating systems or due to a
corporate reorganization of the NRSRO, the Fund will attempt to use comparable
ratings as standards for its investments in accordance with the investment
objectives and policies of the Fund.

The Fund intends to invest in these securities when their issuers will
be close to, or already have entered, reorganization proceedings. As a result,
it is expected that at or shortly after the time of acquisition by the Fund,
these securities will have ceased to meet their interest payment obligations,
and accordingly would trade in much the same manner as an equity security.
Consequently, the Fund intends to make such investments on the basis of
potential appreciation in the price of these securities, rather than any
expectation of realizing income.

B-3
<PAGE>

REPURCHASE AGREEMENTS. The Fund may enter into repurchase agreements
with U.S. Government Securities dealers recognized by the Federal Reserve Board,
with member banks of the Federal Reserve System, or with other brokers or
dealers that meet the credit guidelines of the Board of Trustees. In a
repurchase agreement, the Fund buys a security from a seller that has agreed to
repurchase the same security at a mutually agreed upon date and price. The
Fund's resale price will be in excess of the purchase price, reflecting an
agreed upon interest rate. This interest rate is effective for the period of
time the Fund is invested in the agreement and is not related to the coupon rate
on the underlying security. Repurchase agreements may also be viewed as a fully
collateralized loan of money by the Fund to the seller. The period of these
repurchase agreements will usually be short, from overnight to one week, and at
no time will the Fund invest in repurchase agreements for more than one year.
The Fund will always require that it receive as collateral securities whose
market value including accrued interest is, and during the entire term of the
agreement remains, at least equal to 100% of the dollar amount invested by the
Fund in each agreement, and the Fund will make payment for such securities only
upon physical delivery or upon evidence of book entry transfer to the account of
the custodian. If the seller defaults, the Fund might incur a loss if the value
of the collateral securing the repurchase agreement declines and might incur
disposition costs in connection with liquidating the collateral. In addition, if
bankruptcy proceedings are commenced with respect to the seller of a security
which is the subject of a repurchase agreement, realization upon the collateral
by the Fund may be delayed or limited. The Fund seeks to minimize the risk of
loss through repurchase agreements by analyzing the creditworthiness of the
obligors under repurchase agreements, in accordance with the credit guidelines
of the Trust's Board of Trustees.

COMMERCIAL PAPER. The Fund may invest in commercial paper issued in
reliance on the so-called "private placement" exemption from registration
afforded by Section 4(2) of the Securities Act of 1933 ("Section 4(2) paper").
Section 4(2) paper is restricted as to disposition under the federal securities
laws and generally is sold to investors who agree that they are purchasing the
paper for an investment and not with a view to public distribution. Any resale
by the purchaser must be pursuant to registration or exemption therefrom.
Section 4(2) paper is normally resold to other investors through or with the
assistance of the issuer or investment dealers who make a market in Section 4(2)
paper, thus providing liquidity. Pursuant to guidelines established by the
Trust's Board of Trustees, Dreyfus may determine that Section 4(2) paper is
liquid for the purposes of complying with the Fund's investment restriction
relating to investments in illiquid securities.

MANAGEMENT POLICIES

The Fund engages, except as noted, in the following practices in
furtherance of its investment objective.

DERIVATIVE INSTRUMENTS. The Fund may purchase and sell various financial
instruments ("Derivative Instruments"), such as options on U.S. and foreign
securities or indices of such securities. The index Derivative Instruments the
Fund may use may be based on indices of U.S. or foreign equity securities. These
Derivative Instruments may be used, for example, to preserve a return or spread
or to facilitate or substitute for the sale or purchase of securities.

B-4
<PAGE>

Hedging strategies can be broadly categorized as "short hedges" and
"long hedges." A short hedge is a purchase or sale of a Derivative Instrument
intended partially or fully to offset potential declines in the value of one or
more investments held in the Fund's portfolio. Thus, in a short hedge the Fund
takes a position in a Derivative Instrument whose price is expected to move in
the opposite direction of the price of the investment being hedged.

Conversely, a long hedge is a purchase or sale of a Derivative
Instrument intended partially or fully to offset potential increases in the
acquisition cost of one or more investments that the Fund intends to acquire.
Thus, in a long hedge the Fund takes a position in a Derivative Instrument whose
price is expected to move in the same direction as the price of the prospective
investment being hedged. A long hedge is sometimes referred to as an
anticipatory hedge. In an anticipatory hedge transaction, the Fund does not own
a corresponding security and, therefore, the transaction does not relate to a
security the Fund owns. Rather, it relates to a security that the Fund intends
to acquire. If the Fund does not complete the hedge by purchasing the security
it anticipated purchasing, the effect on the Fund's portfolio is the same as if
the transaction were entered into for speculative purposes.

Derivative Instruments on securities generally are used to hedge against
price movements in one or more particular securities positions that the Fund
owns or intends to acquire. Derivative Instruments on indices, in contrast,
generally are used to attempt to hedge against price movements in market sectors
in which the Fund has invested or expects to invest.

The use of Derivative Instruments is subject to applicable regulations
of the Securities and Exchange Commission ("SEC"), the several options and
futures exchanges upon which they are traded, the Commodity Futures Trading
Commission ("CFTC") and various state regulatory authorities. In addition, the
Fund's ability to use Derivative Instruments will be limited by tax
considerations. See "Dividends, Other Distributions and Taxes."

In addition to the instruments, strategies and risks described below and
in the Prospectus, Dreyfus expects to discover additional opportunities in
connection with other Derivative Instruments. These new opportunities may become
available as Dreyfus develops new techniques, as regulatory authorities broaden
the range of permitted transactions and as new techniques are developed. Dreyfus
may utilize these opportunities to the extent that they are consistent with the
Fund's investment objective, and permitted by the Fund's investment policies and
applicable regulatory authorities.

SPECIAL RISKS. The use of Derivative Instruments involves special
considerations and risks, certain of which are described below. Risks pertaining
to particular Derivative Instruments are described in the sections that follow.

(1) Successful use of most Derivative Instruments depends upon
Dreyfus' ability to predict movements of the overall securities and interest
rate markets, which requires different skills than predicting changes in the
prices of individual securities. There can be no assurance that any particular
strategy will succeed.

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<PAGE>

(2) There might be imperfect correlation, or even no correlation,
between price movements of a Derivative Instrument and price movements of the
investments being hedged. For example, if the value of a Derivative Instrument
used in a short hedge increased by less than the decline in value of the hedged
investment, the hedge would not be fully successful. Such a lack of correlation
might occur due to factors unrelated to the value of the investments being
hedged, such as speculative or other pressures on the markets in which
Derivative Instruments are traded. The effectiveness of hedges using Derivative
Instruments on indices will depend on the degree of correlation between price
movements in the index and price movements in the securities being hedged.

Because there are a limited number of types of exchange-traded options
and futures contracts, it is likely that the standardized contracts available
will not match the Fund's current or anticipated investments exactly. The Fund
may invest in options contracts based on securities with different issuers,
maturities, or other characteristics from the securities in which it typically
invests, which involves a risk that the options position will not track the
performance of the Fund's other investments.

Options prices can also diverge from the prices of their underlying
instruments, even if the underlying instruments match the Fund's investments
well. Options are affected by such factors as current and anticipated short-term
interest rates, changes in volatility of the underlying instrument, and the time
remaining until expiration of the contract, which may not affect security prices
the same way. Imperfect correlation may also result from differing levels of
demand in the options markets and the securities markets, from structural
differences in how options and securities are traded, or from imposition of
daily price fluctuation limits or trading halts. The Fund may purchase or sell
options contracts with a greater or lesser value than the securities it wishes
to hedge or intends to purchase in order to attempt to compensate for
differences in volatility between the contract and the securities, although this
may not be successful in all cases. If price changes in the Fund's options
positions are poorly correlated with its other investments, the positions may
fail to produce anticipated gains or result in losses that are not offset by
gains in other investments.

(3) If successful, the above-discussed strategies can reduce risk of
loss by wholly or partially offsetting the negative effect of unfavorable price
movements. However, such strategies can also reduce opportunity for gain by
offsetting the positive effect of favorable price movements. For example, if the
Fund entered into a short hedge because Dreyfus projected a decline in the price
of a security in the Fund's portfolio, and the price of that security increased
instead, the gain from that increase might be wholly or partially offset by a
decline in the price of the Derivative Instrument. Moreover, if the price of the
Derivative Instrument declined by more than the increase in the price of the
security, the Fund could suffer a loss. In either such case, the Fund would have
been in a better position had it not attempted to hedge at all.

(4) As described below, the Fund might be required to maintain assets
as "cover," maintain segregated accounts or make margin payments when it takes
positions in Derivative Instruments involving obligations to third parties

B-6
<PAGE>

(I.E., Derivative Instruments other than purchased options). If the Fund were
unable to close out its positions in such Derivative Instruments, it might be
required to continue to maintain such assets or accounts or make such payments
until the position expired or matured. These requirements might impair the
Fund's ability to sell a portfolio security or make an investment at a time when
it would otherwise be favorable to do so, or require that the Fund sell a
portfolio security at a disadvantageous time. The Fund's ability to close out a
position in a Derivative Instrument prior to expiration or maturity depends on
the existence of a liquid secondary market or, in the absence of such a market,
the ability and willingness of the other party to the transaction
("counterparty") to enter into a transaction closing out the position.
Therefore, there is no assurance that any position can be closed out at a time
and price that is favorable to the Fund.

COVER FOR DERIVATIVE INSTRUMENTS. Transactions using Derivative
Instruments may expose the Fund to an obligation to another party. The Fund will
not enter into any such transactions unless it owns either (1) an offsetting
("covered") position in securities, futures or options, or (2) cash and
short-term liquid debt securities with a value sufficient at all times to cover
its potential obligations to the extent not covered as provided in (1) above.
The Fund will comply with SEC guidelines regarding cover for Derivative
Instruments and will, if the guidelines so require, set aside cash, U.S.
Government Securities or other liquid, high-grade debt securities in a
segregated account with its custodian in the prescribed amount.

Assets used as cover or held in a segregated account cannot be sold
while the position in the corresponding Derivative Instrument is open, unless
they are replaced with other appropriate assets. As a result, the commitment of
a large portion of the Fund's assets to cover or segregated accounts could
impede portfolio management or the Fund's ability to meet redemption requests or
other current obligations.

OPTIONS. A call option gives the purchaser the right to buy, and
obligates the writer to sell, the underlying investment at the agreed upon
exercise price during the option period. A put option gives the purchaser the
right to sell, and obligates the writer to buy, the underlying investment at the
agreed upon exercise price during the option period. A purchaser of an option
pays an amount, known as the premium, to the option writer in exchange for
rights under the option contract.

Options on indices are similar to options on securities except that all
settlements are in cash and gain or loss depends on changes in the index in
question rather than on price movements in individual securities.

The purchase of call options can serve as a long hedge, and the purchase
of put options can serve as a short hedge. Writing put or call options can
enable the Fund to enhance income or yield by reason of the premiums paid by the
purchasers of such options. However, if the market price of the security or
other instrument underlying a put option declines to less than the exercise
price on the option, minus the premium received, the Fund would expect to suffer
a loss.

Writing call options can also serve as a limited short hedge because
declines in the value of the hedged investment would be offset to the extent of

B-7
<PAGE>

the premium received for writing the option. However, if the investment
appreciates to a price higher than the exercise price of the call option, it can
be expected that the option will be exercised and the Fund will be obligated to
sell the investment at less than its market value.

Writing put options can serve as a limited long hedge because increases
in the value of the hedged investment would be offset to the extent of the
premium received for writing the option. However, if the investment depreciates
to a price lower than the exercise price of the put option, it can be expected
that the put option will be exercised and the Fund will be obligated to purchase
the investment at more than its market value.

The value of an option position will reflect, among other things, the
current market value of the underlying investment, the time remaining until
expiration, the relationship of the exercise price to the market price of the
underlying investment, the historical price volatility of the underlying
investment and general market conditions. Options that expire unexercised have
no value.

The Fund may effectively terminate its right or obligation under an
option by entering into a closing transaction. For example, the Fund may
terminate its obligation under a call or put option that it had written by
purchasing an identical call or put option; this is known as a closing purchase
transaction. Conversely, the Fund may terminate a position in a put or call
option it had purchased by writing an identical put or call option; this is
known as a closing sale transaction. Closing transactions permit the Fund to
realize profits or limit losses on an option position prior to its exercise or
expiration.

The Fund may purchase and sell both exchange-traded and over-the-counter
("OTC") options. Exchange-traded options in the United States are issued by a
clearing organization that, in effect, guarantees completion of every
exchange-traded option transaction. In contrast, OTC options are contracts
between the Fund and its counterparty (usually a securities dealer or a bank)
with no clearing organization guarantee. Thus, when the Fund purchases an OTC
option, it relies on the counterparty from whom it purchased the option to make
or take delivery of the underlying investment upon exercise of the option.
Failure by the counterparty to do so would result in the loss of any premium
paid by the Fund as well as the loss of any expected benefit of the transaction.
The Fund will enter into only those option contracts that are listed on a
national securities or commodities exchange or traded in the OTC market for
which there appears to be a liquid secondary market.

The Fund will not purchase or write OTC options if, as a result of such
transaction, the sum of (i) the market value of outstanding OTC options
purchased by the Fund, (ii) the market value of the underlying securities
covered by outstanding OTC call options written by the Fund, and (iii) the
market value of all other assets of the Fund that are illiquid or are not
otherwise readily marketable, would exceed 15% of the net assets of the Fund,
taken at market value. However, if an OTC option is sold by the Fund to a
primary U.S. Government Securities dealer recognized by the Federal Reserve Bank
of New York and the Fund has the unconditional contractual right to repurchase
such OTC option from the dealer at a predetermined price, then the Fund will
treat as illiquid such amount of the underlying securities as is equal to the
repurchase price less the amount by which the option is "in-the-money" (the

B-8
<PAGE>

difference between the current market value of the underlying securities and the
option's strike price). The repurchase price with primary dealers is typically a
formula price that is generally based on a multiple of the premium received for
the option plus the amount by which the option is "in-the-money."

The Fund's ability to establish and close out positions in
exchange-listed options depends on the existence of a liquid market. However,
there can be no assurance that such a market will exist at any particular time.
Closing transactions can be made for OTC options only by negotiating directly
with the counterparty, or by a transaction in the secondary market if any such
market exists. Although the Fund will enter into OTC options only with major
dealers in unlisted options, there is no assurance that the Fund will in fact be
able to close out an OTC option position at a favorable price prior to
expiration. In the event of insolvency of the counterparty, the Fund might be
unable to close out an OTC option position at any time prior to its expiration.

If the Fund were unable to effect a closing transaction for an option it
had purchased, it would have to exercise the option to realize any profit. The
inability to enter into a closing purchase transaction for a covered call option
written by the Fund could cause material losses because the Fund would be unable
to sell the investment used as cover for the written option until the option
expires or is exercised.

The Fund may write only covered call options on securities. A call
option is covered if the Fund owns the underlying security or a call option on
the same security with a lower strike price.

FOREIGN CURRENCY STRATEGIES - SPECIAL CONSIDERATIONS. The Fund may use
Derivative Instruments on foreign currencies to hedge against movements in the
values of the foreign currencies in which the Fund's securities are denominated.
Such currency hedges can protect against price movements in a security that the
Fund owns or intends to acquire that are attributable to changes in the value of
the currency in which it is denominated. Such hedges do not, however, protect
against price movements in the securities that are attributable to other causes.

The Fund might seek to hedge against changes in the value of particular
currency when no Derivative Instruments on that currency are available or such
Derivative Instruments are more expensive than certain other Derivative
Instruments. In such cases, the Fund may hedge against price movements in that
currency by entering into transactions using Derivative Instruments on another
currency or a basket of currencies, the values of which Dreyfus believes will
have a high degree of positive correlation to the value of the currency being
hedged. The risk that movements in the price of the Derivative Instrument will
not correlate perfectly with movements in the price of the currency being hedged
is magnified when this strategy is used.

The value of Derivative Instruments on foreign currencies depends on the
value of the underlying currency relative to the U.S. dollar. Because foreign
currency transactions occurring in the interbank market might involve
substantially larger amounts than those involved in the use of foreign currency
Derivative Instruments, the Fund could be disadvantaged by having to deal in the
odd lot market (generally consisting of transactions of less than $1 million)
for the underlying foreign currencies at prices that are less favorable than for
round lots.

There is no systematic reporting of last sale information for foreign
currencies or any regulatory requirement that quotations available through
dealers or other market sources be firm or revised on a timely basis. Quotation

B-9
<PAGE>

information generally is representative of very large transactions in the
interbank market and thus might not reflect odd-lot transactions where rates
might be less favorable. The interbank market in foreign currencies is a global,
round-the-clock market.

Settlement of transactions involving foreign currencies might be
required to take place within the country issuing the underlying currency. Thus,
the Fund might be required to accept or make delivery of the underlying foreign
currency in accordance with any U.S. or foreign regulations regarding the
maintenance of foreign banking arrangements by U.S. residents and might be
required to pay any fees, taxes and charges associated with such delivery
assessed in the issuing country.

FORWARD CONTRACTS. A forward foreign currency exchange contract
("forward contract") is a contract to purchase or sell a currency at a future
date. The two parties to the contract set the number of days and the price.
Forward contracts are used as a hedge against future movements in foreign
exchange rates. The Fund may enter into forward contracts to purchase or sell
foreign currencies for a fixed amount of U.S. dollars or other foreign currency.

Forward contracts may serve as long hedges -- for example, the Fund may
purchase a forward contract to lock in the U.S. dollar price of a security
denominated in a foreign currency that the Fund intends to acquire. Forward
contracts may also serve as short hedges -- for example, the Fund may sell a
forward contract to lock in the U.S. dollar equivalent of the proceeds from the
anticipated sale of a security denominated in a foreign currency or from
anticipated dividend or interest payments denominated in a foreign currency.
Dreyfus may seek to hedge against changes in the value of a particular currency
by using forward contracts on another foreign currency or basket of currencies,
the value of which Dreyfus believes will bear a positive correlation to the
value of the currency being hedged.

The cost to the Fund of engaging in forward contracts varies with
factors such as the currency involved, the length of the contract period and the
market conditions then prevailing. Because forward contracts are usually entered
into a principal basis, no fees or commissions are involved. When the Fund
enters into a forward contract, it relies on the counterparty to make or take
delivery of the underlying currency at the maturity of the contract. Failure by
the counterparty to do so would result in the loss of any expected benefit of
the transaction.

Buyers and sellers of forward contracts can enter into offsetting
closing transactions by selling or purchasing, respectively, an instrument
identical to the instrument purchased or sold. Secondary markets generally do
not exist for forward contracts, with the result that closing transactions

B-10
<PAGE>

generally can be made for forward contracts only by negotiating directly with
the counterparty. Thus, there can be no assurance that the Fund will in fact be
able to close out a forward contract at a favorable price prior to maturity. In
addition, in the event of insolvency of the counterparty, the Fund might be
unable to close out a forward contract at any time prior to maturity. In either
event, the Fund would continue to be subject to market risk with respect to the
position, and would continue to be required to maintain a position in the
securities or currencies that are the subject of the hedge or to maintain cash
or securities in a segregated account.

The precise matching of forward currency contract amounts and the value
of the securities involved generally will not be possible because the value of
such securities measured in the foreign currency will change after the forward
contract has been established. Thus, the Fund might need to purchase or sell
foreign currencies in the spot (cash) market to the extent such foreign
currencies are not covered by forward contracts. The projection of short-term
currency market movements is extremely difficult, and the successful execution
of a short-term hedging strategy is highly uncertain.

LENDING OF PORTFOLIO SECURITIES. The Fund may lend securities from its
portfolio to brokers, dealers and other financial organizations. Such loans, if
and when made, may not exceed 33 1/3% of the Fund's total assets, taken at
value. The Fund may not lend portfolio securities to its affiliates without
specific authorization from the SEC. Loans of portfolio securities by the Fund
will be collateralized by cash, letters of credit or securities issued or
guaranteed by the U.S. Government or its agencies which will be maintained at
all times in an amount equal to at least 100% of the current market value of the
loaned securities. From time to time, the Fund may return a part of the interest
earned from the investment of collateral received for securities loaned to the
borrower and/or a third party, which is unaffiliated with the Fund and which is
acting as a "finder."

By lending portfolio securities, the Fund can increase its income by
continuing to receive interest on the loaned securities as well as by either
investing the cash collateral in short-term instruments or by obtaining yield in
the form of interest paid by the borrower when U.S. Government Securities are
used as collateral. Requirements of the SEC, which may be subject to future
modifications, currently provide that the following conditions must be met
whenever portfolio securities are loaned: (1) the Fund must receive at least
100% cash collateral or equivalent securities from the borrower; (2) the
borrower must increase such collateral whenever the market value of the loaned
securities rises above the level of such collateral; (3) the Fund must be able
to terminate the loan at any time; (4) the Fund must receive reasonable interest
on the loaned securities and any increase in market value; (5) the Fund may pay
only reasonable custodian fees in connection with the loan; and (6) voting
rights on the loaned securities may pass to the borrower; however, if a material
event adversely affecting the investment occurs, the Trustees must terminate the
loan and regain the right to vote the securities. The risks in lending portfolio
securities, as well as with other extensions of secured credit, consist of
possible delay in receiving additional collateral or in the recovery of the
securities or possible loss of rights in the collateral should the borrower fail
financially. Loans will be made to firms deemed by Dreyfus to be of good

B-11

<PAGE>

standing and will not be made unless, in the judgment of Dreyfus, the
consideration to be earned from such loans would justify the risk.

MASTER/FEEDER OPTION. The Trust may in the future seek to achieve the
Fund's investment objectives by investing all of the Fund's assets in another
investment company having the same investment objectives and substantially the
same investment policies and restrictions as those applicable to the Fund.
Shareholders of the Fund will be given at least 30 days' prior notice of any
such investment. Such investment would be made only if the Trustees determine it
to be in the best interest of the Fund and its shareholders. In making that
determination, the Trustees will consider, among other things, the benefits to
shareholders and/or the opportunity to reduce costs and achieve operational
efficiencies. Although the Fund believes that the Trustees will not approve an
arrangement that is likely to result in higher costs, no assurance is given that
costs will be materially reduced if this option is implemented.

INVESTMENT RESTRICTIONS
- -----------------------

The following limitations have been adopted by the Fund. The Fund may
not change any of these fundamental investment limitations without the consent
of: (a) 67% or more of the shares present at a meeting of shareholders duly
called if the holders of more than 50% of the outstanding shares of the Fund are
present or represented by proxy; or (b) more than 50% of the outstanding shares
of the Fund, whichever is less. The Fund may not:

1 Purchase any securities which would cause more than 25% of the
value of the Fund's total assets at the time of such purchase to be invested in
the securities of one or more issuers conducting their principal activities in
the same industry. (For purposes of this limitation, U.S. Government securities,
and state or municipal governments and their political subdivisions are not
considered members of any industry. In addition, this limitation does not apply
to investments in domestic banks, including U.S. branches of foreign banks and
foreign branches of U.S. banks).

2 Borrow money or issue senior securities as defined in the
Investment Company Act of 1940, as amended (the "1940 Act") except that (a) the
Fund may borrow money in an amount not exceeding one-third of the Fund's total
assets at the time of such borrowings, and (b) the Fund may issue multiple
classes of shares. The purchase or sale of futures contracts and related options
shall not be considered to involve the borrowing of money or issuance of senior
securities.

3 Purchase with respect to 75% of the Fund's total assets
securities of any one issuer (other than securities issued or guaranteed by the
U.S. Government, its agencies or instrumentalities) if, as a result, (a) more
than 5% of the Fund's total assets would be invested in the securities of that
issuer, or (b) the Fund would hold more than 10% of the outstanding voting
securities of that issuer.

B-12
<PAGE>

4 Make loans or lend securities, if as a result thereof more than
one-third of the Fund's total assets would be subject to all such loans. For
purposes of this limitation debt instruments and repurchase agreements shall not
be treated as loans.

5 Purchase or sell real estate unless acquired as a result of
ownership of securities or other instruments (but this shall not prevent the
Fund from investing in securities or other instruments backed by real estate,
including mortgage loans, or securities of companies that engage in real estate
business or invest or deal in real estate or interests therein).

6 Underwrite securities issued by any other person, except to the
extent that the purchase of securities and later disposition of such securities
in accordance with the Fund's investment program may be deemed an underwriting.

7 Purchase or sell commodities except that the Fund may enter into
futures contracts and related options, forward currency contacts and other
similar instruments.

The Fund may, notwithstanding any other fundamental investment policy or
limitation, invest all of its investable assets in securities of a single
open-end management investment company with substantially the same investment
objectives, policies and limitations as the Fund.

The Fund has adopted the following additional non-fundamental
restrictions. These non-fundamental restrictions may be changed without
shareholder approval, in compliance with applicable law and regulatory policy.

1 The Fund shall not sell securities short, unless it owns or has
the right to obtain securities equivalent in kind and amounts to the securities
sold short, and provided that transactions in futures contracts and options are
not deemed to constitute selling short.

2 The Fund shall not purchase securities on margin, except that the
Fund may obtain such short-term credits as are necessary for the clearance of
transactions, and provided that margin payments in connection with futures
contracts and options shall not constitute purchasing securities on margin.

3 The Fund shall not purchase oil, gas or mineral leases (the Fund
may, however, purchase and sell the securities of companies engaging in the
exploration, development, production, refining, transportation, and marketing of
oil, gas, or minerals.)

4 The Fund will not purchase or retain the securities of any issuer
if the officers, Trustees of the Fund, its advisers, or managers, owning
beneficially more than one half of one percent of the securities of such issuer,
together own beneficially more than 5% of such securities.

5 The Fund will not purchase securities of issuers (other than
securities issued or guaranteed by domestic or foreign governments or political
subdivisions thereof), including their predecessors, that have been in operation
for less than three years, if by reason thereof, the value of the Fund's

B-13
<PAGE>

investment in securities would exceed 5% of the Fund's total assets. For
purposes of this limitation, sponsors, general partners, guarantors and
originators of underlying assets may be treated as the issuer of a security.

6 The Fund will invest no more than 15% of the value of its net
assets in illiquid securities, including repurchase agreements with remaining
maturities in excess of seven days, time deposits with maturities in excess of
seven days and other securities which are not readily marketable. For purposes
of this limitation, illiquid securities shall not include Section 4(2) paper and
securities which may be resold under Rule 144A under the Securities Act of 1933,
provided that the Board of Trustees, or its delegate, determines that such
securities are liquid based upon the trading markets for the specific security.

7 The Fund may not invest in securities of other investment
companies, except as they may be acquired as part of a merger, consolidation or
acquisition of assets and except to the extent otherwise permitted by the 1940
Act.

8 The Fund shall not purchase any security while borrowings
representing more than 5% of the Fund's total assets are outstanding.

9 The Fund will not purchase warrants if at the time of such
purchase: (a) more than 5% of the value of the Fund's assets would be invested
in warrants, or (b) more than 2% of the value of the Fund's assets would be
invested in warrants that are not listed on the New York or American Stock
Exchange (for purposes of this undertaking, warrants acquired by the Fund in
units or attached to securities will be deemed to have no value).

10 The Fund will not purchase puts, calls, straddles, spreads and
any combination thereof if by reason thereof the value of its aggregate
investment in such classes of securities will exceed 5% of its total assets
except that: (a) this limitation shall not apply to standby commitments, and (b)
this limitation shall not apply to the Fund's transactions in futures contracts
and options.

As an operating policy, the Fund will not invest more than 25% of the
value of the Fund's total assets, at the time of such purchase, in domestic
banks, including U.S. branches of foreign banks and foreign branches of U.S.
banks. The Board of Trustees may change this operating policy without
shareholder approval. Notice will be given to shareholders if this policy is
changed by the Board of Trustees.

If a percentage restriction is adhered to at the time of investment, a
later increase or decrease in such percentage resulting from a change in the
values of assets will not constitute a violation of such restriction, except as
otherwise required by the 1940 Act.

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<PAGE>

MANAGEMENT OF THE FUND

PRINCIPAL SHAREHOLDERS

The following shareholder(s) owned of record 5% or more of the
outstanding Class R shares of the Fund at [December 31, 1997: Boston Safe
Deposit and Trust Company, P.O. Box 3198, Pittsburgh, PA 15230-3198, 96%
record.]

There were no shareholder(s) who owned 5% or more of the outstanding
Class A, Class B, Class C or Institutional shares of the Fund at [December 31,
1997].

FEDERAL LAW AFFECTING MELLON BANK

The Glass-Steagall Act of 1933 prohibits national banks from engaging in
the business of underwriting, selling or distributing securities and prohibits a
member bank of the Federal Reserve System from having certain affiliations with
an entity engaged principally in that business. The activities of Mellon Bank,
N.A. ("Mellon Bank") in informing its customers of, and performing, investment
and redemption services in connection with the Fund, and in providing services
to the Fund as custodian, as well as Dreyfus' investment advisory activities,
may raise issues under these provisions. Mellon Bank has been advised by counsel
that the activities contemplated under these arrangements are consistent with
its statutory and regulatory obligations.

Changes in either federal or state statutes and regulations relating to
the permissible activities of banks and their subsidiaries or affiliates, as
well as further judicial or administrative decisions or interpretations of such
future statutes and regulations, could prevent Mellon Bank or Dreyfus from
continuing to perform all or a part of the above services for its customers
and/or the Fund. If Mellon Bank or Dreyfus were prohibited from serving the Fund
in any of its present capacities, the Board of Trustees would seek an
alternative provider(s) of such services.

TRUSTEES AND OFFICERS OF THE TRUST

The Trust has a Board composed of eleven Trustees which supervises the
Trust's investment activities and reviews contractual arrangements with
companies that provide the Fund with services. The following lists the Trustees
and officers and their positions with the Trust and their present and principal
occupations during the past five years. Each Trustee who is an "interested
person" of the Trust as defined in the 1940 Act is indicated by an asterisk.
Each of the Trustees also serves as a Trustee of The Dreyfus/Laurel Tax-Free
Municipal Funds and as a Director of The Dreyfus/Laurel Funds, Inc.
(collectively, with the Trust, the "Dreyfus/Laurel Funds").

TRUSTEES OF THE TRUST

o+RUTH MARIE ADAMS. Trustee of the Trust; Professor of English and Vice
President Emeritus, Dartmouth College; Senator, United Chapters of Phi Beta
Kappa; Trustee, Woods Hole Oceanographic Institution; from November 1995 to

B-15
<PAGE>

January 1997, Director, Access Capital Strategic Community Investment Fund,
Inc. - Institutional Investment Portfolio. Age: 83 years old. Address: 1026
Kendal Lyme Road, Hanover, New Hampshire 03755.

o+FRANCIS P. BRENNAN. Chairman of the Board of Trustees and Assistant Treasurer
of the Trust; Director and Chairman, Massachusetts Business Development
Corp.; and from November 1995 to January 1997, Director, Access Capital
Strategic Community Investment Fund, Inc. - Bank Portfolio. Age: 80 years
old. Address: Massachusetts Business Development Corp., 50 Milk Street,
Boston, Massachusetts 02109.

o+JOSEPH S. DIMARTINO, Trustee of the Trust. Since January 1995, Mr. DiMartino
has served as Chairman of the Board for various funds in the Dreyfus Family
of Funds. He is also Chairman of the Board of Noel Group, Inc., a venture
capital company, and Staffing Resources, Inc., a temporary placement
agency. Mr. DiMartino also serves as a Director of the Muscular Dystrophy
Association, HealthPlan Services Corporation, a provider of marketing,
administrative and risk management services to health and other benefit
programs; Carlyle Industries, Inc. (formerly Belding Heminway Company,
Inc.), a button packager and distributor; and Curtis Industries, Inc., a
national distributor of security products, chemicals, and automotive and
other hardware. Mr. DiMartino is also a Board member of 152 other funds in
the Dreyfus Family of Funds. From November 1995 to January 1997, Director,
Access Capital Strategic Community Investment Fund, Inc. - Institutional
Investment Portfolio and Bank Portfolio. For more than five years prior to
January 1995, he was President, a director and, until August 24, 1994,
Chief Operating Officer of Dreyfus and Executive Vice President and a
director of Dreyfus Service Corporation, a wholly-owned subsidiary of
Dreyfus. From August 1994 to December 31, 1994, he was a director of Mellon
Bank Corporation. Age: 54 years old. His address is 200 Park Avenue, New
York, New York 10166.

o+JAMES M. FITZGIBBONS. Trustee of the Trust; Chairman, Howes Leather Company,
Inc.; Director, Fiduciary Trust Company; Chairman, CEO and Director,
Fieldcrest-Cannon Inc.; Director, Lumber Mutual Insurance Company;
Director, Barrett Resources, Inc.; from November 1995 to January 1997,
Director, Access Capital Strategic Community Investment Fund, Inc. - Bank
Portfolio. Age: 63 years old. Address: 40 Norfolk Road, Brookline,
Massachusetts 02167.

o*J. TOMLINSON FORT. Trustee of the Trust; Partner, Reed, Smith, Shaw & McClay
(law firm). From November 1995 to January 1997, Director, Access Capital
Strategic Community Investment Fund, Inc. - Bank Portfolio. Age: 69 years
old. Address: 204 Woodcock Drive, Pittsburgh, Pennsylvania 15215.

o+ARTHUR L. GOESCHEL. Trustee of the Trust; Director, Calgon Carbon Corporation;
Director, Cerex Corporation; Director, National Picture Frame Corporation;
former Chairman of the Board and Director, Rexene Corporation; Chairman of
the Board and Director, Tetra Corporation 1991-1993; Director, Medalist
Corporation 1992-1993. From November 1995 to January 1997, Director, Access

B-16
<PAGE>

Capital Strategic Community Investment Fund, Inc. - Institutional
Investment Portfolio. Age: 76 years old. Address: Way Hallow Road and
Woodland Road, Sewickley, Pennsylvania 15143.

o+KENNETH A. HIMMEL. Trustee of the Trust; Former Director, The Boston Company,
Inc. ("TBC") and Boston Safe Deposit and Trust Company; President and Chief
Executive Officer, Himmel & Co., Inc.; Vice Chairman, Sutton Place Gourmet,
Inc.; Managing Partner, Franklin Federal Partners. From November 1995 to
January 1997, Director, Access Capital Strategic Community Investment Fund,
Inc. - Bank Portfolio. Age: 51 years old. Address: Himmel and Company,
Inc., 399 Boylston Street, 11th Floor, Massachusetts 02116.

o*ARCH S. JEFFERY. Trustee of the Trust; Financial Consultant. From November
1995 to January 1997, Director, Access Capital Strategic Community
Investment Fund, Inc. - Institutional Investment Portfolio. Age: 80 years
old. Address: 1817 Foxcroft Lane, Unit 306, Allison Park, Pennsylvania
15101.

o+STEPHEN J. LOCKWOOD. Trustee of the Trust; President and CEO, LDG Management
Company Inc.; CEO, LDG Reinsurance Underwriters, SRRF Management Inc. and
Medical Reinsurance Underwriters Inc.; from November 1995 to January 1997,
Director, Access Capital Strategic Community Investment Fund, Inc. -
Institutional Investment Portfolio. Age: 50 years old. Address: 401
Edgewater Place, Wakefield, Massachusetts 01880.

o+JOHN J. SCIULLO. Trustee of the Trust; Dean Emeritus and Professor of Law,
Duquesne University Law School; Director, Urban Redevelopment Authority of
Pittsburgh; from November 1995 to January 1997, Director, Access Capital
Strategic Community Investment Fund, Inc. - Institutional Investment
Portfolio. Age: 66 years old. Address: 321 Gross Street, Pittsburgh,
Pennsylvania 15224.

o+ROSLYN M. WATSON. Trustee of the Trust; Principal, Watson Ventures, Inc.,
Director, American Express Centurion Bank; Director, Harvard/Pilgrim
Community Health Plan, Inc.; from November 1995 to January 1997, Director,
Access Capital Strategic Community Investment Fund, Inc. - Bank Portfolio;
Director, Massachusetts Electric Company; Director, the Hymans Foundation,
Inc., prior to February, 1993; Real Estate Development Project Manager and
Vice President, The Gunwyn Company. Age: 48 years old. Address: 25 Braddock
Park, Boston, Massachusetts 02116-5816.

OFFICERS OF THE TRUST
- ---------------------

#MARIE E. CONNOLLY, President and Treasurer of the Trust. President, Chief
Executive Officer, Chief Compliance Officer and a director of the
Distributor and Funds Distributor, Inc., the ultimate parent of which is
Boston Institutional Group, Inc. She is 40 years old.

B-17
<PAGE>

#JOHN E. PELLETIER, Vice President and Secretary of the Trust. Senior Vice
President, General Counsel, Secretary and Clerk of the Distributor and
Funds Distributor, Inc. From February 1992 to July 1994, he served as
Counsel for The Boston Company Advisors, Inc. He is 33 years old.

#RICHARD W. INGRAM, Vice President and Assistant Treasurer of the Trust.
Executive Vice President of the Distributor and Funds Distributor, Inc.
From March 1994 to November 1995, he was Vice President and Division
Manager for First Data Investor Services Group. From 1989 to 1994, he was
Vice President, Assistant Treasurer and Tax Director - Mutual Funds of TBC.
He is 42 years old.

#MARY A. NELSON, Vice President and Assistant Treasurer of the Trust. Vice
President of the Distributor and Funds Distributor, Inc.. From September
1989 to July 1994, she was an Assistant Vice President and Client Manager
for TBC. She is 33 years old.

#MICHAEL S. PETRUCELLI, Vice President and Assistant Treasurer of the Trust.
Senior Vice President of Funds Distributor, Inc. From December 1989 through
November 1996, he was employed by GE Investments where he held various
financial, business development and compliance positions. He also served as
Treasurer of the GE Funds and as Director of GE Investment Services. He is
36 years old.

#JOSEPH F. TOWER, III, Vice President and Assistant Treasurer of the Trust.
Senior Vice President, Treasurer and Chief Financial Officer of the
Distributor and Funds Distributor, Inc. From July 1988 to August 1994, he
was employed by TBC where he held various management positions in the
Corporate Finance and Treasury areas. He is 35 years old.

#DOUGLAS C. CONROY, Vice President and Assistant Secretary of the Trust.
Assistant Vice President of Funds Distributor, Inc. From April 1993 to
January 1995, he was a Senior Fund Accountant for Investors Bank & Trust
Company. From December 1991 to March 1993, he was employed as a Fund
Accountant at TBC. He is 28 years old.

#ELIZABETH A. KEELEY, Vice President and Assistant Secretary of the Trust. Vice
President of the Distributor and Funds Distributor, Inc. She has been
employed by the Distributor since September 1995. She is 28 years old.

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

* "Interested person" of the Company, as defined in the 1940 Act.
o Member of the Audit Committee.
+ Member of the Nominating Committee.
# Officer also serves as an officer for other investment companies advised
by Dreyfus, including The Dreyfus/Laurel Tax-Free Municipal Funds and
The Dreyfus/Laurel Funds, Inc.

The officers and Trustees of the Trust as a group owned beneficially
less than 1% of the total shares of the Fund outstanding as of [ ], 1997.

No officer or employee of the Distributor (or of any parent, subsidiary
or affiliate thereof) receives any compensation from the Trust for serving as an
officer or Trustee of the Trust. In addition, no officer or employee of Dreyfus

B-18
<PAGE>

(or of any parent, subsidiary or affiliate thereof) serves as an officer or
Trustee of the Trust. The Dreyfus/Laurel Funds pay each Trustee/Director who is
not an "interested person" of the Trust (as defined in the 1940 Act) $27,000 per
annum (and an additional $25,000 for the Chairman of the Board of
Trustees/Directors of the Dreyfus/Laurel Funds). In addition, the Dreyfus/Laurel
Funds pay each Trustee/Director who is not an "interested person" of the Trust
(as defined in the 1940 Act) $1,000 per joint Dreyfus/Laurel Funds Board meeting
attended, plus $750 per joint Dreyfus/Laurel Funds Audit Committee meeting
attended, and reimburse each Trustee/Director who is not an "interested person"
of the Trust (as defined in the 1940 Act) for travel and out-of-pocket expenses.

For the fiscal year ended December 31, 1996, the aggregate amount of
fees and expenses received by each current Trustee from the Trust and all other
funds in the Dreyfus Family of Funds for which such person is a Board member
were as follows:

B-19
<PAGE>

Total Compensation
Aggregate From the Trust and
Compensation Fund Complex Paid to
Name of Board Member From the Trust# Board Member****
- -------------------- --------------- -------------------

Ruth Marie Adams $10,833.33 $ 31,500

Francis P. Brennan* 19,098 70,000

Joseph S. DiMartino** None 517,075***

James M. Fitzgibbons 10,833.33 31,500

J. Tomlinson Fort** None None

Arthur L. Goeschel 11,500 32,500

Kenneth A. Himmel 10,250 30,750

Arch S. Jeffery** None None

Stephen J. Lockwood 10,833.33 31,500

John J. Sciullo 11,500 32,500

Roslyn M. Watson 11,166.67 32,500

# Amounts required to be paid by the Trust directly to the non-interested
Trustees, that would be applied to offset a portion of the management fee
payable to Dreyfus, are in fact paid directly by Dreyfus to the
non-interested Trustees. Amount does not include reimbursed expenses for
attending Board meetings, which amounted to $16,473.54 for the Trust.
* Compensation of Francis P. Brennan includes $25,000 paid by the
Dreyfus/Laurel Funds to be the Chairman of the Board. Effective May 1, 1996,
the retainer was reduced from $75,000 to $25,000 annually.
** For the fiscal year ended December 31, 1996, Joseph S. DiMartino, J.
Tomlinson Fort and Arch S. Jeffery were paid directly by Dreyfus for serving
as Board members of the Trust and the funds in the Dreyfus/Laurel Funds. For
the fiscal year ended December 31, 1996, the aggregate amount of fees and
expenses received by Joseph S. DiMartino, J. Tomlinson Fort and Arch S.
Jeffery from Dreyfus for serving as a Board member of the Trust were $11,500,
$11,500 and $11,500, respectively, and for serving as a Board member of all
funds in the Dreyfus/Laurel Funds (including the Trust) were $32,500, $32,500
and $32,500, respectively. In addition, Dreyfus reimbursed Messrs. DiMartino,
Fort and Jeffery a total of $4,895.49 for expenses attributable to the
Trust's Board meetings which is not included in the $16,473.54 amount noted
above.
***Amount paid to Joseph S. DiMartino from the funds in the Fund Complex for
the year ended December 31, 1996.
****The Dreyfus Family of Funds consists of 152 mutual funds.

B-20

<PAGE>

MANAGEMENT ARRANGEMENTS

THE FOLLOWING INFORMATION SUPPLEMENTS AND SHOULD BE READ IN CONJUNCTION
WITH THE SECTION IN THE FUND'S PROSPECTUSES ENTITLED "MANAGEMENT OF THE FUND."

MANAGEMENT AGREEMENT. Dreyfus serves as the investment manager for the
Fund pursuant to an Investment Management Agreement with the Trust dated April
4, 1994 (the "Management Agreement"), transferred to Dreyfus as of October 17,
1994. Pursuant to the Management Agreement, Dreyfus provides, or arranges for
one or more third parties to provide, investment advisory, administrative,
custody, fund accounting and transfer agency services to the Fund. As investment
manager, Dreyfus manages the Fund by making investment decisions based on the
Fund's investment objectives, policies and restrictions. The Management
Agreement is subject to review and approval at least annually by the Board of
Trustees.

The Management Agreement will continue from year to year provided that a
majority of the Trustees who are not interested persons of the Trust and either
a majority of all Trustees or a majority of the shareholders of the Fund approve
its continuance. The Management Agreement was last approved by the Board of
Trustees on January 31, 1997 to continue until April 4, 1998. The Trustees may
terminate the Agreement, without prior notice to Dreyfus, upon the vote of a
majority of the Board of Trustees or upon the vote of a majority of the
outstanding voting securities of the Fund on 60 days written notice to Dreyfus.
Dreyfus may terminate the Management Agreement upon written notice to the
Trustees. The Management Agreement will terminate immediately and automatically
upon its assignment.

The following persons are officers and/or directors of Dreyfus: W. Keith
Smith, Chairman of the Board; Christopher M. Condron, President, Chief Executive
Officer, Chief Operating Officer and a director; Stephen E. Canter, Vice
Chairman, Chief Investment Officer and a director; Lawrence S. Kash, Vice
Chairman-Distribution and a director; William T. Sandalls, Jr., Senior Vice
President and Chief Financial Officer; Paul Kadin, Vice President-Corporate
Development; Mark N. Jacobs, Vice President, General Counsel and Secretary;
Patrice M. Kozlowski, Vice President-Corporate Communications; Mary Beth Leibig,
Vice President-Human Resources; Jeffrey N. Nachman, Vice President-Mutual Fund
Accounting; Andrew S. Wasser, Vice President-Information Systems; William V.
Healey, Assistant Secretary; and Mandell L. Berman, Burton C. Borgelt, Frank V.
Cahouet, and Richard F. Syron, directors.

B-21
<PAGE>

For the last three fiscal years, the Fund has had the following
expenses:

For the Fiscal Year Ended December 31,
1996(1) 1995(2) 1994
------- ----- ----

Advisory and/or $4,489,878 $3,796,468 $3,413,996
Management Fee

- ----------------
1.For the fiscal year ended December 31, 1996, the management fee payable by
the Fund amounted to $4,593,348, which amount was reduced by $103,470 pursuant
to undertakings then in effect, resulting in a net fee paid to Dreyfus of
$4,489,878 for fiscal 1996.

2.For the fiscal year ended December 31, 1995, the management fee payable by
the Fund amounted to $3,863,417, which amount was reduced by $66,949 pursuant
to undertakings then in effect, resulting in a net fee paid to Dreyfus of
$3,796,468 for fiscal 1995.

Prior to April 4, 1994, The Boston Company Advisors, Inc. served as the
Fund's investment adviser. From April 4, 1994 to October 16, 1994, Mellon Bank
served as the Fund's investment manager. With respect to the 1994 fiscal year
fee, $59,679 was waived by the investment manager.

PURCHASE OF SHARES

THE FOLLOWING INFORMATION SUPPLEMENTS AND SHOULD BE READ IN CONJUNCTION
WITH THE SECTION IN THE FUND'S PROSPECTUSES ENTITLED "HOW TO BUY SHARES."

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

SALES LOADS -- CLASS A. The scale of sales loads applies to purchases of
Class A shares made by any "purchaser," which term includes an individual and/or
spouse purchasing securities for his, her or their own account or for the
account of any minor children, or a trustee or other fiduciary purchasing
securities for a single trust estate or a single fiduciary account (including a
pension, profit-sharing or other employee benefit trust created pursuant to a
plan qualified under Section 401 of the Internal Revenue Code of 1986, as
amended (the "Code")) although more than one beneficiary is involved; or a group
of accounts established by or on behalf of the employees of an employer or
affiliated employers pursuant to an employee benefit plan or other program
(including accounts established pursuant to Sections 403(b), 408(k) and 457 of
the Code); or an organized group which has been in existence for more than six
months, provided that it is not organized for the purpose of buying redeemable
securities of a registered investment company and provided that the purchases
are made through a central administration or a single dealer, or by other means
which result in economy of sales effort or expense.

B-22

<PAGE>

Holders of Investor shares of the Fund as of January 15, 1998 may
continue to purchase Class A shares of the Fund at NAV.

Set forth below is an example of the method of computing the offering
price of the Fund's Class A shares. The example assumes a purchase of Class A
shares of the Fund aggregating less than $50,000 subject to the schedule of
sales charges set forth in the Fund's Prospectus relating to Class A shares at a
price based upon the offering price of the Fund's Class A (Investor) shares at
the close of business on June 30, 1997:

Net Asset Value per share $______

Per Share Sales Charge - 5.75% of offering price
(6.10% of net asset value per share) $______

Per Share Offering Price to Public $______

DREYFUS STEP PROGRAM. Holders of the Fund's Investor shares prior to
January 16, 1998 who had enrolled in Dreyfus Step Program may continue to
purchase shares of the same class (currently designated Class A shares) without
regard to the Fund's minimum initial investment requirements through
Dreyfus-AUTOMATIC Asset Builder(R), Dreyfus Government Direct Deposit Privilege
or Dreyfus Payroll Savings Plan. Participation in this Program may be terminated
by the shareholder at any time by discontinuing participation in
Dreyfus-Automatic Asset Builder, Dreyfus Government Direct Deposit Privilege or
Dreyfus Payroll Savings Plan, as the case may be, as provided under the terms of
such Privilege(s).The Fund reserves the right to redeem your account if you have
terminated your participation in the Program and your account's net asset value
is $500 or less. See "How to Redeem Shares" in the Fund's Prospectus relating to
Class A shares. The Fund may modify or terminate this Program at any time. The
Dreyfus Step Program is not available to open new accounts in any Class of the
Fund.

TELETRANSFER PRIVILEGE. TELETRANSFER purchase orders may be made at any
time. Purchase orders received by 4:00 p.m., New York time, on any business day
Dreyfus Transfer, Inc., the Fund's transfer and dividend disbursing agent (the
"Transfer Agent"), and the New York Stock Exchange ("NYSE") are open for
business will be credited to the shareholder's Fund account on the next bank
business day following such purchase order. Purchase orders made after 4:00
p.m., New York time, on any business day the Transfer Agent and the NYSE are
open for business, or orders made on Saturday, Sunday or any Fund holiday (e.g.,
when the NYSE is not open for business), will be credited to the shareholder's
Fund account on the second bank business day following such purchase order. To
qualify to use the TELETRANSFER Privilege, the initial payment for purchase of
Fund shares must be drawn on, and redemption proceeds paid to, the same bank and
account as are designated on the Account Application or Shareholder Services
Form on file. If the proceeds of a particular redemption are to be wired to an
account at any other bank, the request must be in writing and
signature-guaranteed. See "Redemption of Shares - TELETRANSFER Privilege."

B-23
<PAGE>

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

IN-KIND PURCHASES. If the following conditions are satisfied, the Fund
may at its discretion, permit the purchase of shares through an "in-kind"
exchange of securities. Any securities exchanged must meet the investment
objectives, policies and limitations of the Fund, must have a readily
ascertainable market value, must be liquid and must not be subject to
restrictions on resale. The market value of any securities exchanged, plus any
cash, must be at least equal to $25,000. Shares purchased in exchange for
securities generally cannot be redeemed for fifteen days following the exchange
in order to allow time for the transfer to settle.

The basis for the exchange will depend upon the relative net asset value
("NAV") of the shares purchased and securities exchanged. Securities accepted by
the Fund will be valued in the same manner as the Fund values its assets. Any
interest earned on the securities following their delivery to the Fund and prior
to the exchange will be considered in valuing the securities. All interest,
dividends, subscription or other rights attached to the securities become the
property of the Fund, along with the securities. For further information about
"in-kind" purchases, call 1-800-554-4611.

DISTRIBUTION AND SERVICE PLANS

THE FOLLOWING INFORMATION SUPPLEMENTS AND SHOULD BE READ IN CONJUNCTION
WITH THE SECTION IN THE PROSPECTUS FOR THE FUND'S CLASS A, CLASS B, CLASS C AND
CLASS R SHARES ENTITLED "DISTRIBUTION PLANS (CLASS A PLAN AND CLASS B AND CLASS
C PLANS)," AND THE SECTION IN THE PROSPECTUS FOR THE FUND'S INSTITUTIONAL SHARES
ENTITLED "DISTRIBUTION PLAN."

Class A, Class B, Class C, and Institutional shares are subject to
annual fees for distribution and shareholder services.

The SEC has adopted Rule 12b-1 under the 1940 Act ("Rule") regulating
the circumstances under which investment companies such as the Trust may,
directly or indirectly, bear the expenses of distributing their shares. The Rule
defines distribution expenses to include expenditures for "any activity which is
primarily intended to result in the sale of fund shares." The Rule, among other
things, provides that an investment company may bear such expenses only pursuant
to a plan adopted in accordance with the Rule.

DISTRIBUTION PLAN - CLASS A AND INSTITUTIONAL SHARES. With respect to
the Class A and Institutional shares of the Fund, the Trust has adopted a
Distribution Plan ("Plan"), pursuant to which the Distributor may enter into
agreements with Agents pursuant to that Class Plan. Under the Plan, the Fund may
spend annually up to 0.25% of the average of its net assets attributable to the
Class A shares, and up to 0.15% of the average of its net assets attributable to

B-24
<PAGE>

the Institutional shares, for costs and expenses incurred in connection with the
distribution of, and shareholder servicing with respect to, shares of those
respective Classes.

The Plan provides that a report of the amounts expended under the Plan,
and the purposes for which such expenditures were incurred, must be made to the
Trustees for their review at least quarterly. In addition, the Plan provides
that it may not be amended to increase materially the costs which the Fund may
bear for distribution pursuant to the Plan without approval of the Fund's
shareholders, and that other material amendments of the Plan must be approved by
the vote of a majority of the Trustees and of the Trustees who are not
"interested persons" of the Trust (as defined in the 1940 Act) and who do not
have any direct or indirect financial interest in the operation of the Plan,
cast in person at a meeting called for the purpose of considering such
amendments. The Plan is subject to annual approval by the entire Board of
Trustees and by the Trustees who are neither interested persons nor have any
direct or indirect financial interest in the operation of the Plan, by vote cast
in person at a meeting called for the purpose of voting on the Plan. The Plan
was so approved at a meeting of the Board of Trustees held on January 31, 1997.
The Plan is terminable, as to the Fund's Class of shares, at any time by vote of
a majority of the Trustees who are not interested persons and have no direct or
indirect financial interest in the operation of the Plan or by vote of the
holders of a majority of the outstanding shares of such class of the Fund.

DISTRIBUTION AND SERVICE PLANS -- CLASS B AND CLASS C SHARES. In
addition to the above described current Plan for Class A and Institutional
shares, the Board of Trustees has adopted a Service Plan (the "Service Plan")
under the Rule for Class B and Class C shares, pursuant to which the Fund pays
the Distributor and Dreyfus Service Corporation for the provision of certain
services to the holders of Class B and Class C shares. The Company's Board of
Trustees has also adopted a Distribution Plan pursuant to the Rule with respect
to Class B and Class C shares (the "Distribution Plan"). The Company's Board of
Trustees believes that there is a reasonable likelihood that the Distribution
and Service Plans (the "Plans") will benefit the Fund and the holders of Class B
and Class C shares.

A quarterly report of the amounts expended under each Plan, and the
purposes for which such expenditures were incurred, must be made to the Trustees
for their review. In addition, each Plan provides that it may not be amended to
increase materially the cost which holders of Class B or Class C shares may bear
pursuant to the Plan without the approval of the holders of such Classes and
that other material amendments of the Plan must be approved by the Board of
Trustees and by the Trustees who are not interested persons of the Fund and have
no direct or indirect financial interest in the operation of the Plan or in any
agreements entered into in connection with the Plan, by vote cast in person at a
meeting called for the purpose of considering such amendments. Each Plan is
subject to annual approval by such vote of the Trustees cast in person at a
meeting called for the purpose of voting on the Plan. Each Plan was so approved
by the Trustees at a meeting held on January 31, 1997, and the applicability of
each Plan to the Fund was approved on November 20, 1997. Each Plan may be
terminated at any time by vote of a majority of the Trustees who are not
interested persons and have no direct or indirect financial interest in the
operation of the Plan or in any agreements entered into in connection with the
Plan or by vote of the holders of a majority of Class B and Class C shares.

B-25
<PAGE>

For the fiscal year ended December 31, 1996, the Fund paid $1,105,214,
$32,437 of which was paid to the Distributor and $1,072,777 of which was paid to
Dreyfus Service Corporation attributable to its Class A shares (formerly called
investor shares) and $98,736, of which $15,063 was paid to the Distributor and
$83,673 of which was paid to Dreyfus Service Corporation attributable to its
Institutional shares, pursuant to the Plan.

REDEMPTION OF SHARES

THE FOLLOWING INFORMATION SUPPLEMENTS AND SHOULD BE READ IN CONJUNCTION
WITH THE SECTION IN THE FUND'S PROSPECTUSES ENTITLED "HOW TO REDEEM FUND
SHARES."

WIRE REDEMPTION PRIVILEGE. By using this Privilege, the investor
authorizes the Transfer Agent to act on wire, telephone, or letter redemption
instructions from any person representing himself or herself to be the investor,
or a representative of the investor's Agent, and reasonably believed by the
Transfer Agent to be genuine. Ordinarily, the Fund will initiate payment for
shares redeemed pursuant to this Privilege on the next business day after
receipt if the Transfer Agent receives the redemption request in proper form.
Redemption proceeds will be transferred by Federal Reserve wire only to the
commercial bank account specified by the investor on the Account Application or
Shareholder Services Form. Redemption proceeds, if wired, must be in the amount
of $1,000 or more and will be wired to the investor's account at the bank of
record designated in the investor's file at the Transfer Agent, if the
investor's bank is a member of the Federal Reserve System, or to a correspondent
bank if the investor's bank is not a member. Fees ordinarily are imposed by such
bank and usually are borne by the investor. Immediate notification by the
correspondent bank to the investor's bank is necessary to avoid a delay in
crediting the funds to the investor's bank account.

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

Transfer Agent's
Transmittal Code Answer Back Sign
---------------- ----------------

144295 144295 TSSG PREP

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

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

B-26
<PAGE>

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

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

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

REDEMPTION COMMITMENT. The Fund has committed itself to pay in cash all
redemption requests by any shareholder of record of the Fund, limited in amount
during any 90-day period to the lesser of $250,000 or 1% of the value of the
Fund's net assets at the beginning of such period. Such commitment is
irrevocable without the prior approval of the SEC. In the case of requests for
redemptions in excess of such amount, the Board of Trustees reserves the right
to make payments in whole or in part in securities or other assets in case of an
emergency or any time a cash distribution would impair the liquidity of the Fund
to the detriment of the existing shareholders. In this event, the securities
would be valued in the same manner as the Fund's portfolio is valued. If the
recipient sold such securities, brokerage charges might be incurred.

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

B-27
<PAGE>

SHAREHOLDER SERVICES

THE FOLLOWING INFORMATION SUPPLEMENTS AND SHOULD BE READ IN CONJUNCTION
WITH THE SECTION IN THE FUND'S PROSPECTUSES ENTITLED "SHAREHOLDER SERVICES."

FUND EXCHANGES. Institutional shares of the Fund may be exchanged for
shares of certain other funds managed or administered by Dreyfus. Class A, Class
B, Class C, and Class R shares may be exchanged for shares of the respective
Class of certain other funds advised or administered by Dreyfus. Shares of such
funds purchased by exchange will be purchased on the basis of relative net asset
value per share as follows:

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

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

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

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

E. Shares of funds subject to a contingent deferred sales charge
("CDSC") that are exchanged for shares of another fund will be
subject to the higher applicable CDSC of the two funds and, for
purposes of calculating CDSC rates and conversion periods, if
any, will be deemed to have been held since the date the shares
being exchanged were initially purchased.

To accomplish an exchange under item D above, an investor or the
investor's agent must notify the Transfer Agent of the investor's prior
ownership of shares with a sales load and the account number.

To request an exchange, an investor, or an investor's Agent acting on
the investor's behalf, must give exchange instructions to the Transfer Agent in
writing or by telephone. The ability to issue exchange instructions by telephone
is given to all Fund shareholders automatically, unless the investor checks the
applicable "No" box on the Account Application, indicating that the investor

B-28

<PAGE>

specifically refuses this Privilege. By using the Telephone Exchange Privilege,
the investor authorizes the Transfer Agent to act on telephonic instructions
(including over The Dreyfus Touch(REGISTERED) automated telephone system) from
any person representing himself or herself to be the investor, or a
representative of the investor's Agent, and reasonably believed by the Transfer
Agent to be genuine. Telephone exchanges may be subject to limitations as to the
amount involved or the number of telephone exchanges permitted. Shares issued in
certificate form are not eligible for telephone exchange.

Exchanges of Class R shares held by a Retirement Plan may be made only
between the investor's Retirement Plan account in one fund and such investor's
Retirement Plan account in another fund.

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

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

Fund Exchanges and the Auto-Exchange Privilege are available to
shareholders resident in any state in which shares of the fund being acquired
may legally be sold. Shares may be exchanged only between accounts having
identical names and other identifying designations.

Shareholder Services Forms and prospectuses of the other funds may be
obtained by calling 1-800-554-4611. The Fund reserves the right to reject any
exchange request in whole or in part. The Fund Exchange service or the

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<PAGE>

Auto-Exchange Privilege may be modified or terminated at any time upon notice to
shareholders.

AUTOMATIC WITHDRAWAL PLAN. The Automatic Withdrawal Plan permits an
investor with a $5,000 minimum account to request withdrawal of a specified
dollar amount (minimum of $50) on either a monthly or quarterly basis.
Withdrawal payments are the proceeds from sales of Fund shares, not the yield on
the shares. If withdrawal payments exceed reinvested dividends and
distributions, the investor's shares will be reduced and eventually may be
depleted. Automatic Withdrawal may be terminated at any time by the investor,
the Fund or the Transfer Agent. Shares for which certificates have been issued
may not be redeemed through the Automatic Withdrawal Plan. Class C shares, Class
A shares to which a CDSC applies, and, unless certain conditions described in
the Prospectus are satisfied, Class B shares withdrawn pursuant to the Automatic
Withdrawal Plan, will be subject to any applicable CDSC.

DIVIDEND SWEEP. Dividend Sweep allows investors to invest automatically
their dividends or dividends and other distributions, if any, from Institutional
shares of the Fund in shares of certain other funds in the Dreyfus Premier
Family of Funds or the Dreyfus Family of Funds of which the investor is a
shareholder, and dividends or dividends and other distributions, if any, from
Class A, Class B, Class C or Class R shares of the Fund in shares of the
respective Class of certain other funds in the Dreyfus Premier Family of Funds
or the Dreyfus Family of Funds of which the investor is a shareholder. Dividends
or dividends and other distributions, if any, paid by the Institutional shares
of the Fund may be invested in shares of certain other eligible funds advised or
administered by Dreyfus. Shares of other funds purchased pursuant to this
Privilege will be purchased on the basis of relative net asset value per share
as follows:

A. Dividends and other distributions paid by a fund may be
invested without imposition of a sales load in shares of other
funds that are offered without a sales load.

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

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

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

B-30
<PAGE>

CORPORATE PENSION/PROFIT-SHARING AND RETIREMENT PLANS. The Fund makes
available to corporations a variety of prototype pension and profit-sharing
plans including a 401(k) Salary Reduction Plan. In addition, the Fund makes
available Keogh Plans, IRAs, including SEP-IRAs and IRA "Rollover Accounts," and
403(b)(7) Plans. Plan support services also are available.

Investors who wish to purchase Fund shares in conjunction with a Keogh
Plan, a 403(b)(7) Plan or an IRA, including a SEP-IRA, may request from the
Distributor forms for adoption of such plans.

The entity acting as custodian for Keogh Plans, 403(b)(7) Plans or IRAs
may charge a fee, payment of which could require the liquidation of shares. All
fees charged are described in the appropriate form.

SHARES MAY BE PURCHASED IN CONNECTION WITH THESE PLANS ONLY BY DIRECT
REMITTANCE TO THE ENTITY ACTING AS CUSTODIAN. PURCHASES FOR THESE PLANS MAY NOT
BE MADE IN ADVANCE OF RECEIPT OF FUNDS.

The minimum initial investment for corporate plans, Salary Reduction
Plans, 403(b)(7) Plans and SEP-IRAs with more than one participant, is $2,500
with no minimum on subsequent purchases. The minimum initial investment for
Dreyfus-sponsored Keogh Plans, IRAs, SEP-IRAs and 403(b)(7) Plans with only one
participant, is normally $750, with no minimum on subsequent purchases.
Individuals who open an IRA may also open a non-working spousal IRA with a
minimum investment of $250.

Each investor should read the prototype retirement plan and the
appropriate form of Custodial Agreement for further details on eligibility,
service fees and tax implications, and should consult a tax adviser.

DETERMINATION OF NET ASSET VALUE

THE FOLLOWING INFORMATION SUPPLEMENTS AND SHOULD BE READ IN CONJUNCTION
WITH THE SECTION IN THE FUND'S PROSPECTUS ENTITLED "HOW TO BUY FUND SHARES."

Restricted securities, as well as securities or other assets for which
market quotations are not readily available or, in the case of fixed-income
securities (excluding short-term investments), which are not valued by a pricing
service utilized by the Fund, are valued at fair value as determined in good
faith by the Board. The Board will review the method of valuation on a current
basis. In making their good faith valuation of restricted securities, the Board
members generally will take the following factors into consideration. Restricted
securities which are, or are convertible into, securities of the same class of
securities for which a public market exists usually will be valued at market
value less the same percentage discount at which purchased. This discount will
be revised periodically by the Board if it believes that the discount no longer
reflects the value of the restricted securities. Restricted securities not of
the same class as securities for which a public market exists usually will be

B-31
<PAGE>

valued initially at cost. Any subsequent adjustment from cost will be based upon
considerations deemed relevant by the Board.

NEW YORK STOCK EXCHANGE CLOSINGS. The holidays (as observed) on which
the NYSE is currently scheduled to be closed are: New Year's Day, Dr. Martin
Luther King, Jr. Day, Presidents' Day, Good Friday, Memorial Day, Independence
Day, Labor Day, Thanksgiving Day and Christmas Day.

DIVIDENDS, OTHER DISTRIBUTIONS AND TAXES

THE FOLLOWING INFORMATION SUPPLEMENTS AND SHOULD BE READ IN CONJUNCTION
WITH THE SECTION IN THE FUND'S PROSPECTUS ENTITLED "DIVIDENDS, OTHER
DISTRIBUTIONS AND TAXES."

The term "regulated investment company" does not imply the supervision
of management or investment practices or policies by any government agency.

GENERAL. To qualify for treatment as a regulated investment company
under the Code, the Fund -- which is treated as a separate corporation for
federal tax purposes -- (1) must distribute to its shareholders each year at
least 90% of its investment company taxable income (generally consisting of net
investment income, net short-term capital gains and net gains from certain
foreign currency transactions) ("Distribution Requirement"), (2) must derive at
least 90% of its annual gross income from specified sources ("Income
Requirement"), and (3) must meet certain asset diversification and other
requirements.

Any dividend or other distribution paid shortly after an investor's
purchase of shares may have the effect of reducing the net asset value of the
shares below the cost of his or her investment. Such a dividend or other
distribution would be a return on investment in an economic sense, although
taxable as stated in the Fund's Prospectus. In addition, if a shareholder sells
shares of the Fund held for six months or less and receives a capital gain
distribution with respect to those shares, any loss incurred on the sale of
those shares will be treated as a long-term capital loss to the extent of the
capital gain distribution received.

Dividends and other distributions declared by the Fund in October,
November or December of any year and payable to shareholders of record on a date
in any of those months are deemed to have been paid by the Fund and received by
the shareholders on December 31 of that year if the distributions are paid by
the Fund during the following January. Accordingly, those distributions will be
taxed to shareholders for the year in which that December 31 falls.

A portion of the dividends paid by the Fund, whether received in cash or
reinvested in additional Fund shares, may be eligible for the dividends-received
deduction allowed to corporations. The eligible portion may not exceed the
aggregate dividends received by the Fund from U.S. corporations. However,
dividends received by a corporate shareholder and deducted by it pursuant to the
dividends-received deduction are subject indirectly to the alternative minimum
tax.

B-32
<PAGE>

FOREIGN TAXES. Dividends and interest received by the Fund, and gains
realized thereby, may be subject to income, withholding or other taxes imposed
by foreign countries and U.S. possessions ("foreign taxes") that would reduce
the yield and/or return on its securities. Tax conventions between certain
countries and the United States may reduce or eliminate these foreign taxes,
however, and many foreign countries do not impose taxes on capital gains in
respect of investments by foreign investors. If more than 50% of the value of
the Fund's total assets at the close of its taxable year consists of securities
of foreign corporations, it will be eligible to, and may, file an election
("Election") with the Internal Revenue Service that would enable its
shareholders, in effect, to receive the benefit of the foreign tax credit with
respect to any foreign income taxes paid by it. Pursuant to the Election, the
Fund would treat those taxes as dividends paid to its shareholders and each
shareholder would be required to (1) include in gross income, and treat as paid
by him or her, his or her proportionate share of those taxes, (2) treat his or
her share of those taxes and of any dividend paid by the Fund that represents
income from foreign or U.S. possession sources as his or her own income from
those sources and (3) either deduct the taxes deemed paid by him or her in
computing his or her taxable income or, alternatively, use the foregoing
information in calculating the foreign tax credit against his or her federal
income tax. No deduction for foreign taxes may be claimed by a shareholder who
does not itemize deductions. Generally, a credit for foreign taxes may not
exceed portion of the shareholder's federal income tax attributable to his total
foreign source taxable income; however, pursuant to the Taxpayer Relief Act of
1997 ("Tax Act"), individuals who have no more than $300 ($600 for married
persons filing jointly) of creditable foreign taxes included on Forms 1099 and
all of whose foreign source income is "qualified passive income" may elect each
year to be exempt from the extremely complicated foreign tax credit limitation
and will be able to claim a foreign tax credit without having to file the
detailed Form 1116 that otherwise is required.. The Fund will report to its
shareholders shortly after each taxable year their respective shares of its
income from sources within foreign countries and U.S. possessions and foreign
taxes it paid if it makes the Election.

PASSIVE FOREIGN INVESTMENT COMPANIES. The Fund may invest in the stock
of "passive foreign investment companies" ("PFICs"). A PFIC is a foreign
corporation -- other than a "controlled foreign corporation" (I.E., a foreign
corporation in which, on any day during its taxable year, more than 50% of the
total voting power of all voting stock therein or the total value of all stock
therein is owned, directly, indirectly, or constructively, by "U.S.
shareholders," defined as U.S. persons that individually own, directly,
indirectly, or constructively, at least 10% of that voting power) as to which
the Fund is a U.S. shareholder -- that, in general, meets either of the
following tests: (1) at least 75% of its gross income is passive or (2) an
average of at least 50% of its assets produce, or are held for the production
of, passive income. Under certain circumstances, the Fund will be subject to
federal income tax on a portion of any "excess distribution" received on the
stock of a PFIC or of any gain on disposition of the stock (collectively "PFIC
income"), plus interest thereon, even if the Fund distributes the PFIC income as
a dividend to its shareholders. The balance of the PFIC income will be included
in the Fund's investment company taxable income and, accordingly, will not be
taxable to it to the extent that income is distributed to its shareholders.

B-33
<PAGE>

If the Fund invests in a PFIC and elects to treat the PFIC as a
"qualified electing fund" ("QEF"), then in lieu of the foregoing tax and
interest obligation, the Fund would be required to include in income each year
its PRO RATA share of the QEF's annual ordinary earnings and net capital gain
(the excess of net long-term capital gain over net short-term capital loss) --
which likely would have to be distributed by the Fund to satisfy the
Distribution Requirement and avoid imposition of the 4% excise tax mentioned in
the Prospectus under "Dividends, Other Distributions and Taxes" -- even if those
earnings and gain were not received by the Fund from the QEF. In most instances
it will be very difficult, if not impossible, to make this election because of
certain requirements thereof.

The Fund may elect to "mark to market" its stock in any PFIC.
"Marking-to-market," in this context, means including in ordinary income each
taxable year the excess, if any, of the fair market value of a PFIC's stock over
the Fund's adjusted basis therein as of the end of that year. Pursuant to the
election, the Fund also would be allowed to deduct (as an ordinary, not capital,
loss) the excess, if any, of its adjusted basis in PFIC stock over the fair
market value thereof as of the taxable year-end, but only to the extent of any
net mark-to-market gains with respect to that stock included by the Fund for
prior taxable years. The Fund's adjusted basis in each PFIC's stock with respect
to which it makes this election will be adjusted to reflect the amounts of
income included and deductions taken under the election. Regulations proposed in
1992 would provide a similar election with respect to the stock of certain
PFICs.

FOREIGN CURRENCY AND HEDGING TRANSACTIONS. Gains from the sale or other
disposition of foreign currencies (except certain gains therefrom that may be
excluded by future regulations), and gains from options, futures and forward
contracts derived by the Fund with respect to its business of investing in
securities or foreign currencies, will qualify as permissible income under the
Income Requirement.

Ordinarily, gains and losses realized from portfolio transactions will
be treated as capital gain and loss. However, a portion of the gains and losses
from the disposition of foreign currencies and certain
foreign-currency-denominated instruments (including debt instruments and
financial forward and futures contracts and options) may be treated as ordinary
income or loss under Section 988 of the Code. In addition, all or a portion of
any gain realized from the disposition of certain market discount bonds and from
engaging in "conversion transactions" that would otherwise be treated as capital
gain may be treated as ordinary income. "Conversion transactions" are defined to
include certain option and straddle investments.

Under Section 1256 of the Code, any gain or loss realized by the Fund on
the exercise or lapse of, or closing transactions respecting, certain options,
futures and forward contracts ("Section 1256 Contracts") may be treated as 60%
long-term capital gain or loss and 40% short-term capital gain or loss. In
addition, any Section 1256 Contracts remaining unexercised at the end of the
Fund's taxable year will be treated as sold for their then fair market value (a
process known as "marking-to-market"), resulting in additional gain or loss to
the Fund characterized in the manner described above. It is not entirely clear,
as of the date of this SAI, whether the 60% portion of that is treated as
long-term capital gain will qualify for the reduced maximum tax rates on net
capital gain enacted by the Tax Act -- 20% (10% for taxpayers in the 15%

B-34
<PAGE>

marginal tax bracket) on capital assets held for more than 18 months -- instead
of the 28% maximum rate in effect before that legislation, which now applies to
gain on capital assets held for more than one year but not more than 18 months,
although technical corrections legislation passed by the House of
Representatives would treat such 60% portion as qualifying therefor.

Offsetting positions held by the Fund involving certain options, futures
or forward contracts may constitute "straddles", which are defined to include
"offsetting positions" in actively traded personal property. The tax treatment
of straddles is governed by Sections 1092 and to the extent noted above, 1258 of
the Code, which in certain circumstances override or modify Sections 1256 and
988. As a result, all or a portion of any capital gain from certain straddle
transactions may be recharacterized as ordinary income. If the Fund were treated
as entering into straddles by reason of its engaging in certain options, futures
or forward contract transactions, such straddles would be characterized as
"mixed straddles" if the transactions comprising a part of such straddles were
governed by Section 1256. The Fund may make one or more elections with respect
to mixed straddles; depending on which election is made, if any, the results to
the Fund may differ. If no election is made, then to the extent the straddle and
conversion transactions rules apply to positions established by the Fund, losses
realized by the Fund will be deferred to the extent of unrealized gain in the
offsetting position. Moreover, as a result of the straddle rules, short-term
capital loss on straddle positions may be recharacterized as long-term capital
loss, and long-term capital gains may be treated as short-term capital gains or
ordinary income.

Investment by the Fund in securities issued or acquired at a discount
(for example, zero coupon securities) could, under special tax rules, affect the
amount and timing of distributions to shareholders by causing the Fund to
recognize income prior to the receipt of cash payments. For example, the Fund
could be required to take into gross income annually a portion of the discount
(or deemed discount) at which the securities were issued and could need to
distribute such income to satisfy the Distribution Requirement and to avoid the
excise tax (the "Excise Tax"). In such case, the Fund may have to dispose of
securities it might otherwise have continued to hold in order to generate cash
to satisfy these requirements.

STATE AND LOCAL TAXES. Depending upon the extent of the Fund's
activities in states and localities in which it is deemed to be conducting
business, the Fund may be subject to the tax laws thereof. Shareholders are also
advised to consult their tax advisers concerning the application of state and
local taxes to them.

FOREIGN SHAREHOLDERS - U.S. FEDERAL INCOME TAXATION. U.S. federal income
taxation of a shareholder who, as to the United States, is a non-resident alien
individual, a foreign trust or estate, a foreign corporation or a foreign
partnership (a "foreign shareholder") depends on whether the income from the
Fund is "effectively connected" with a U.S. trade or business carried on by the
shareholder, as discussed generally below. Special U.S. federal income tax rules
that differ from those described below may apply to certain foreign persons who
invest in the Fund, such as a foreign shareholder entitled to claim the benefits
of an applicable tax treaty. Foreign shareholders are advised to consult their
own tax advisers with respect to the particular tax consequences to them of an
investment in the Fund.

B-35
<PAGE>

FOREIGN SHAREHOLDERS - INCOME NOT EFFECTIVELY CONNECTED. Dividends
distributed to a foreign shareholder whose ownership of Fund shares is not
effectively connected with a U.S. trade or business carried on by the foreign
shareholder generally will be subject to U.S. federal withholding tax of 30% (or
lower treaty rate). Capital gains realized by foreign shareholders on the sale
of Fund shares and distributions to them of net capital gain generally will not
be subject to U.S. federal income tax unless the foreign shareholder is a
non-resident alien individual and is physically present in the United States for
more than 182 days during the taxable year. In the case of certain foreign
shareholders, the Fund may be required to withhold U.S. federal income tax at a
rate of 31% of capital gain distributions and of the gross proceeds from a
redemption of Fund shares unless the shareholder furnishes the Fund with a
certificate regarding the shareholder's foreign status.

FOREIGN SHAREHOLDERS - EFFECTIVELY CONNECTED INCOME. If a foreign
shareholder's ownership of Fund shares is effectively connected with a U.S.
trade or business carried on by the foreign shareholder, then all distributions
to that shareholder and any gains realized by that shareholder on the
disposition of the Fund shares will be subject to U.S. federal income tax at the
graduated rates applicable to U.S. citizens and domestic corporations, as the
case may be. Foreign shareholders also may be subject to the branch profits tax.

FOREIGN SHAREHOLDERS - ESTATE TAX. Foreign individuals generally are
subject to federal estate tax on their U.S. situs property, such as shares of
the Fund, that they own at the time of their death. Certain credits against that
tax and relief under applicable tax treaties may be available.

PORTFOLIO TRANSACTIONS

All portfolio transactions of the Fund are placed on behalf of the Fund
by Dreyfus. Debt securities purchased and sold by the Fund are generally traded
on a net basis (i.e., without commission) through dealers acting for their own
account and not as brokers, or otherwise involve transactions directly with the
issuer of the instrument. This means that a dealer (the securities firm or bank
dealing with the Fund) makes a market for securities by offering to buy at one
price and sell at a slightly higher price. The difference between the prices is
known as a spread. Other portfolio transactions may be executed through brokers
acting as agent. The Fund will pay a spread or commissions in connection with
such transactions. Dreyfus uses its best efforts to obtain execution of
portfolio transactions at prices which are advantageous to the Fund and at
spreads and commission rates, if any, which are reasonable in relation to the
benefits received. Dreyfus also places transactions for other accounts that it
provides with investment advice.

Brokers and dealers involved in the execution of portfolio transactions
on behalf of the Fund are selected on the basis of their professional capability
and the value and quality of their services. In selecting brokers or dealers,
Dreyfus will consider various relevant factors, including, but not limited to,
the size and type of the transaction; the nature and character of the markets
for the security to be purchased or sold; the execution efficiency, settlement
capability, and financial condition of the broker-dealer; the broker-dealer's

B-36
<PAGE>

execution services rendered on a continuing basis; and the reasonableness of any
spreads (or commissions, if any). Any spread, commission, fee or other
remuneration paid to an affiliated broker-dealer is paid pursuant to the Trust's
procedures adopted in accordance with Rule 17e-1 under the 1940 Act.

Brokers or dealers may be selected who provide brokerage and/or research
services to the Fund and/or other accounts over which Dreyfus or its affiliates
exercise investment discretion. Such services may include advice concerning the
value of securities; the advisability of investing in, purchasing or selling
securities; the availability of securities or the purchasers or sellers of
securities; furnishing analyses and reports concerning issuers, industries,
securities, economic factors and trends, portfolio strategy and performance of
accounts; and effecting securities transactions and performing functions
incidental thereto (such as clearance and settlement).

The receipt of research services from broker-dealers may be useful to
Dreyfus in rendering investment management services to the Fund and/or its other
clients; and, conversely, such information provided by brokers or dealers who
have executed transaction orders on behalf of other clients of Dreyfus may be
useful to these organizations in carrying out their obligation to the Fund. The
receipt of such research services does not reduce these organizations' normal
independent research activities; however, it enables these organizations to
avoid the additional expenses which might otherwise be incurred if these
organizations were to attempt to develop comparable information through their
own staffs.

Dreyfus may use research services of and place brokerage transactions
with broker-dealers affiliated with it or Mellon Bank if the commissions are
reasonable, fair and comparable to commissions charged by non-affiliated
brokerage firms for similar services. During the fiscal years ended December 31,
1996, 1995 and 1994, the Fund paid brokerage commissions of $______, $____, and
$_____, respectively, to affiliates of Dreyfus or Mellon Bank. The amount paid
to affiliated brokerage firms during the fiscal years ended December 31, 1996,
1995 and 1994, was approximately __%, __% and __%, respectively, of the
aggregate brokerage commissions paid by the Fund, for transactions involving
approximately ____%, __% and ___%, respectively, of the aggregate dollar volume
of transactions for which the Fund paid brokerage commissions..

The Trust's Board of Trustees periodically reviews Dreyfus' performance
of its responsibilities in connection with the placement of portfolio
transactions on behalf of the Fund and reviews the prices paid by the Fund over
representative periods of time to determine if they are reasonable in relation
to the benefits to the Fund.

Although Dreyfus manages other accounts in addition to the Fund,
investment decisions for the Fund are made independently from decisions made for
these other accounts. It sometimes happens that the same security is held by
more than one of the accounts managed by Dreyfus. Simultaneous transactions may
occur when several accounts are managed by the same investment manager,
particularly when the same investment instrument is suitable for the investment
objective of more than one account.

B-37
<PAGE>

When more than one account is simultaneously engaged in the purchase or
sale of the same investment instrument, the prices and amounts are allocated in
accordance with a formula considered by Dreyfus to be equitable to each account.
In some cases this system could have a detrimental effect on the price or volume
of the investment instrument as far as the Fund is concerned. In other cases,
however, the ability of the Fund to participate in volume transactions will
produce better executions for the Fund. While the Trustees will continue to
review simultaneous transactions, it is their present opinion that the
desirability of retaining Dreyfus as investment manager to the Fund outweighs
any disadvantages that may be said to exist from exposure to simultaneous
transactions.

Total brokerage commissions paid for the fiscal years ended December 31,
1996, 1995 and 1994 were $1,391,532, $331,739 and $1,025,551, respectively. The
brokerage concession on transactions for the fiscal year ending December 31,
1995 were $20,100.

PORTFOLIO TURNOVER. While the Fund does not intend to trade in
securities for short-term profits, the Fund will not consider portfolio turnover
rate a limiting factor in making investment decisions. While it is not possible
to predict the rate of frequency of portfolio transactions (i.e., portfolio
turnover rate) with any certainty, at the present time it is anticipated that
the portfolio turnover rate for the Fund will generally not exceed 100%. Higher
portfolio turnover rates can result in corresponding increases in brokerage
commissions. In addition, to the extent the Fund realizes short-term gains as a
result of more portfolio transactions, such gains would be taxable to
shareholders at ordinary income tax rates. The portfolio turnover rates for the
fiscal years ended December 31, 1996 and 1995 for the Fund were 88.46% and
54.42%, respectively.

PERFORMANCE INFORMATION

THE FOLLOWING INFORMATION SUPPLEMENTS AND SHOULD BE READ IN CONJUNCTION
WITH THE SECTION IN THE FUND'S PROSPECTUS ENTITLED "PERFORMANCE INFORMATION."

Average annual total return (expressed as a percentage) for the Class A
shares of the Fund for each of the periods noted was:

AVERAGE ANNUAL TOTAL RETURN FOR THE PERIODS ENDED JUNE 30, 1997

1 Year 5 Years 10 Years Inception
------- ------- -------- ---------

Class A Shares ____% ____% _____% _____%
(2/6/47)

Inception date appears in parentheses following the average annual total
return since inception. The foregoing chart assumes deduction of the maximum
sales load from the hypothetical initial investment at the time of purchase
although no sales load was applicable to Class A shares of its predecessor class
until January 16, 1998.

B-38
<PAGE>

Average annual total return (expressed as a percentage) for the
Institutional shares of the Fund for each of the periods noted was:

AVERAGE ANNUAL TOTAL RETURN FOR THE PERIODS ENDED JUNE 30, 1997
---------------------------------------------------------------

1 Year 5 Years 10 Years Inception
------- ------- -------- ---------

Institutional Shares _____% -- -- _____%
(2/1/93)

Inception date appears in parentheses following the average annual total
return since inception.

Average annual total return (expressed as a percentage) for the Class R
shares of the Fund for each of the periods noted was:

AVERAGE ANNUAL TOTAL RETURN FOR THE PERIODS ENDED JUNE 30, 1997
---------------------------------------------------------------

1 Year 5 Years 10 Years Inception
------- ------- -------- ---------

Class R Shares _____% -- -- _____%
(8/4/94)

Inception date appears in parentheses following the average annual total
return since inception.

Average annual total return is calculated by determining the ending
redeemable value of an investment purchased at net asset value (maximum offering
price in the case of Class A) per share with a hypothetical $1,000 payment made
at the beginning of the period (assuming the reinvestment of dividends and other
distributions), dividing by the amount of the initial investment, taking the
"n"th root of the quotient (where "n" is the number of years in the period) and
subtracting 1 from the result. The average annual total return figures for a
Class calculated in accordance with such formula assume that, in the case of
Class A, the maximum sales load has been deducted from the hypothetical initial
investment at the time of purchase or, in the case of Class B or Class C, the
maximum applicable CDSC has been paid upon redemption at the end of the period.

The Fund's total return for Class A shares (formerly called Investor
shares), Class R shares (formerly called Restricted shares), and Institutional
shares for the period February 6, 1947, August 4, 1994 and February 1, 1993 to
June 30, 1997 were _______%, _____% and ______% respectively (assuming, in the
case of Class A shares, deduction of the maximum sales load from the
hypothetical initial investment at the time of purchase, although no sales load
was applicable to Class A shares or its predecessor class until January 16,
1998). Without giving effect to the applicable front-end sales load, the total
return for Class A was ___% for this period. Total return is calculated by
subtracting the amount of the Fund's net asset value (maximum offering price in
the case of Class A) per share at the beginning of a stated period from the net

B-39
<PAGE>

asset value (maximum offering price in the case of Class A) per share at the end
of the period (after giving effect to the reinvestment of dividends and other
distributions during the period and any applicable CDSC), and dividing the
result by the net asset value (maximum offering price in the case of Class A)
per share at the beginning of the period. Total return also may be calculated
based on the net asset value per share at the beginning of the period instead of
the maximum offering price per share at the beginning of the period for Class A
shares or without giving effect to any applicable CDSC at the end of the period
for Class B or Class C shares. In such cases, the calculation would not reflect
the deduction of the sales load with respect to Class A shares or any applicable
CDSC with respect to Class B or C shares, which, if reflected would reduce the
performance quoted.

No performance information is provided for the Fund's Class B and Class
C shares which were offered beginning on January 16, 1998.

The Fund may compare the performance of its shares to that of other
mutual funds, relevant indices or rankings prepared by independent services or
other financial or industry publications that monitor mutual fund performance.

Performance rankings as reported in CHANGING TIMES, BUSINESS WEEK,
INSTITUTIONAL INVESTOR, THE WALL STREET JOURNAL, MUTUAL FUND FORECASTER, NO LOAD
INVESTOR, MONEY MAGAZINE, MORNINGSTAR MUTUAL FUND VALUES, U.S. NEWS AND WORLD
REPORT, FORBES, FORTUNE, BARRON'S, FINANCIAL PLANNING, FINANCIAL PLANNING ON
WALL STREET, CERTIFIED FINANCIAL PLANNER TODAY, INVESTMENT ADVISOR, KIPLINGER'S,
SMART MONEY and similar publications may also be used in comparing the Fund's
performance. Furthermore, the Fund may quote its yields in advertisements or in
shareholder reports.

From time to time, advertising material for the Fund may including
biographical information relating to its portfolio manager and may refer to, or
include commentary by the portfolio manager relating to investment strategy,
asset growth, current or past business, political, economic or financial
conditions and other matters of general interest to investors.

INFORMATION ABOUT THE FUND

THE FOLLOWING INFORMATION SUPPLEMENTS AND SHOULD BE READ IN CONJUNCTION
WITH THE SECTION IN THE FUND'S PROSPECTUS ENTITLED "GENERAL INFORMATION."

Each Fund share, when issued and paid for in accordance with the terms
of the offering, is fully paid. Fund shares are without par value, have no
preemptive or subscription rights and are freely transferable.

The Fund will send annual and semi-annual financial statements to all of
its shareholders.

B-40
<PAGE>

Under Massachusetts law, shareholders could, under certain
circumstances, be held personally liable for the obligations of the Trust.
However, the Agreement and Declaration of Trust disclaims shareholder liability
for acts or obligations of the Trust; and requires that notice of such
disclaimer be given in each agreement, obligation or instrument entered into or
executed by the Trust or a Trustee. The Agreement and Declaration of Trust
provides for indemnification from Fund property for all losses and expenses of
any shareholder held personally liable for the obligations of the Fund. Thus,
the risk of a shareholder's incurring financial loss on account of shareholder
liability is limited to circumstances in which the Trust itself would be unable
to meet its obligations, a possibility which Dreyfus believes is remote. Upon
payment of any liability incurred by the Fund, the shareholder of the Fund will
be entitled to reimbursements from the general assets of the Fund. The Trustees
intend to conduct the operations of the Fund in such a way so as to avoid, as
far as possible, ultimate liability of the shareholders for liabilities of the
Fund.

The Fund is currently one of three portfolios authorized by the Trust's
Board of Trustees.

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

Mellon Bank, One Mellon Bank Center, Pittsburgh, PA 15258, is the Fund's
custodian. Dreyfus Transfer, Inc., a wholly-owned subsidiary of Dreyfus, is
located at One American Express Plaza, Providence, Rhode Island 02903, and is
the Fund's transfer and dividend disbursing agent. Under a transfer agency
agreement with the Fund, the Transfer Agent arranges for the maintenance of
shareholder account records for the Fund, the handling of certain communication
between shareholders and the Fund and the payment of dividends and distributions
payable by the Fund. For these services, the Transfer Agent receives a monthly
fee computed on the basis of the number of shareholder accounts it maintains for
the Fund during the month, and is reimbursed for certain out-of-pocket expenses.
Dreyfus Transfer, Inc. and Mellon Bank as custodian, have no part in determining
the investment policies of the Fund or which securities are to be purchased or
sold by the Fund.

Kirkpatrick & Lockhart LLP, 1800 Massachusetts Avenue, N.W., Second
Floor, Washington, D.C. 20036, has passed upon the legality of the shares
offered by the Prospectus and this Statement of Additional Information.

_______________________, was appointed by the Trustees to serve as the
Fund's independent auditors for the year ending December 31, 1998, providing
audit services including (1) examination of the annual financial statements, (2)
assistance, review and consultation in connection with the SEC and (3) review of
the annual federal income tax return filed on behalf of the Fund.

B-41
<PAGE>

FINANCIAL STATEMENTS

The financial statements for the fiscal year ended December 31, 1996,
including notes to the financial statements and supplementary information and
the Independent Auditors' Report, are included in the Annual Report to
shareholders. The financial statements (unaudited) for the six-month period
ended June 30, 1997 are included in the Semi-Annual Report to Shareholders, and
are incorporated herein by reference. Copies of the Annual Report and the
Semi-Annual Report accompany this Statement of Additional Information. The
financial statements included in the Annual Report, and the Independent
Auditors' Report thereon contained therein, and related notes, are incorporated
herein by reference.

B-42
<PAGE>

APPENDIX

DESCRIPTION OF STANDARD & POOR'S, MOODY'S, FITCH AND DUFF RATINGS

STANDARD & POOR'S (S&P)

BOND RATINGS
- ------------

AAA An obligation rated `AAA' has the highest rating assigned by S&P.
The obligor's capacity to meet its financial commitment on the
obligation is extremely strong.

AA An obligation rated `AA' differs from the highest rated issues
only in small degree. The obligors capacity to meet its financial
commitment on the obligation is very strong.

A An obligation rated `A' is somewhat more susceptible to the
adverse effects of changes in circumstances and economic
conditions than obligations in higher rated categories. However,
the obligor's capacity to meet its financial commitment on the
obligation is still strong.

BBB An obligation rated `BBB' exhibits adequate protection
parameters. However, adverse economic conditions or changing
circumstances are more likely to lead to a weakened capacity of
the obligor to meet its financial commitment on the obligation.

S&P's letter ratings may be modified by the addition of a plus (+) or a
minus (-) sign designation, which is used to show relative standing within the
major rating categories, except in the AAA (Prime Grade) category.

COMMERCIAL PAPER RATINGS
- ------------------------

An S&P commercial paper rating is a current assessment of the likelihood
of timely payment of debt having an original maturity of no more than 365 days.
Issues assigned an A rating are regarded as having the greatest capacity for
timely payment. Issues in this category are delineated with the numbers 1, 2 and
3 to indicate the relative degree of safety.

A-1 This designation indicates that the degree of safety regarding timely
payment is strong.

Those issues determined to possess extremely strong safety
characteristics are denoted with a plus sign (+) designation.

B-43
<PAGE>

MOODY'S

BOND RATINGS
- ------------

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

Aa Bonds which are rated Aa are judged to be of high quality by
all standards. Together with the Aaa group they comprise what
generally are known as high-grade bonds. They are rated lower
than the best bonds because margins of protection may not be as
large as in Aaa securities or fluctuation of protective elements
may be of greater amplitude or there may be other elements
present which make the long-term risks appear somewhat larger
than in Aaa securities.

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

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

Moody's applies the numerical modifiers 1, 2 and 3 to show relative
standing within the major rating categories, except in the Aaa category and in
the categories below B. The modifier 1 indicates a ranking for the security in
the higher end of a rating category; the modifier 2 indicates a mid-range
ranking; and the modifier 3 indicates a ranking in the lower end of a rating
category.

COMMERCIAL PAPER RATINGS
- ------------------------

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

B-44
<PAGE>

FITCH INVESTORS SERVICES, L.P. ("FITCH")

SHORT-TERM RATINGS
- ------------------

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

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

F-1+ EXCEPTIONALLY STRONG CREDIT QUALITY. Issues assigned this
rating are regarded as having the strongest degree of assurance
for timely payment.

F-1 VERY STRONG CREDIT QUALITY. Issues assigned this rating
reflect an assurance of timely payment only slightly less in
degree than issues rated `F-1+'.

DUFF & PHELPS INC. ("DUFF")

COMMERCIAL PAPER RATINGS
- ------------------------

The rating Duff-1 is the highest commercial paper rating assigned by
Duff. Paper rated Duff-1 is regarded as having very high certainty of
timely payment with excellent liquidity factors which are supported by
ample asset protection. Risk factors are minor.

IBCA LIMITED/IBCA INC. ("IBCA")

COMMERCIAL PAPER RATINGS
- ------------------------

Short-term obligations, including commercial paper, rated A-1+ by IBCA
are obligations supported by the highest capacity for timely repayment.
Obligations rated A-1 have a strong capacity for timely repayment.

B-45
<PAGE>

THE DREYFUS/LAUREL FUNDS TRUST
(formerly The Laurel Funds Trust)

PART C
OTHER INFORMATION

Item 24. Financial Statements and Exhibits
---------------------------------

(a) Financial Statements:

To be filed by amendment.

(b) Exhibits:

1(a) Second Amended and Restated Agreement and Declaration
of Trust. Incorporated by reference to Post-Effective
Amendment No. 87.

1(b) Amendment No. 1 to Registrant's Second Amended and
Restated Agreement and Declaration of Trust filed on
February 7, 1994. Incorporated by reference to
Post-Effective Amendment No. 90.

1(c) Amendment No. 2 to Registrant's Second Amended and
Restated Agreement and Declaration of Trust filed on
March 31, 1994. Incorporated by reference to
Post-Effective Amendment No. 90.

1(d) Amendment No. 3 to Registrant's Second Amended and
Restated Agreement and Declaration of Trust.
Incorporated by reference to Post-Effective Amendment
No. 93 filed on December 13, 1994.

1(e) Amendment No. 4 to Registrant's Second Amended and
Restated Agreement and Declaration. Incorporated by
reference to Post-Effective Amendment No. 93.

1(f) Amendment No. 5 to Registrant's Second Amended and
Restated Agreement and Declaration. Incorporated by
reference to Post-Effective Amendment No. 105 filed on
June 2, 1997.

1(g) Amendment No. 6 to Registrant's Second Amended and
Restated Agreement and Declaration. Incorporated by
reference to Post-Effective Amendment No. 105.

2(a) Amended and Restated By-Laws. Incorporated by
reference to Post-Effective Amendment No. 75.

2(b) Amendment No. 1 to Amended and Restated By-Laws. To be
filed by amendment.

3 Not Applicable.

4 Specimen security. Filed herewith.

5(a) Investment Management Agreement between the Registrant
and Mellon Bank, N.A., dated April 4, 1994.
Incorporated by reference to Post-Effective Amendment
No. 90.

C-1
<PAGE>

5(b) Amended Exhibit A to Investment Management Agreement
between the Registrant and Mellon Bank, N.A.
Incorporated by reference to Post-Effective Amendment
No. 102 filed on April 23, 1997.

5(c) Assignment Agreement among the Registrant, Mellon Bank,
N.A. and The Dreyfus Corporation, dated as of October
17, 1994, (relating to Investment Management Agreement
dated April 4, 1994). Incorporated by reference to
Post-Effective Amendment No. 93.

6(a) Distribution Agreement between the Registrant and
Premier Mutual Fund Services, Inc., dated as of October
17, 1994. Incorporated by reference to Post-Effective
Amendment No. 93.

6(b) Amended Exhibit A to Distribution Agreement between the
Registrant and Premier Mutual Fund Services, Inc.
Incorporated by reference to Post-Effective Amendment
No. 102.

7 Not Applicable.

8 Custody Agreement between the Registrant and Mellon Bank,
N.A., dated April 4, 1994, as amended November 1, 1995.
Incorporated by reference to Post-Effective Amendment No.
102.

9 Transfer Agency Agreement between the Registrant and
Dreyfus Transfer, Inc., dated November 21, 1995.
Incorporated by reference to Post-Effective Amendment
No. 102.

10 Opinion of counsel is incorporated by reference to the
Registration Statement and to Post-Effective Amendment No.
93 filed on December 13, 1994 and Post Effective Amendment
No. 105. Updating opinion and consent of counsel to be
filed by amendment.

11 Not Applicable.

12 Not Applicable.

13 Not Applicable.

14 Not Applicable.

15(a) Restated Distribution Plan (relating to Investor
Shares, Class A Shares and Institutional Shares).
Filed herewith.

15(b) Distribution Plan (relating to Class B Shares and Class C
Shares of Dreyfus Premier Core Value Fund and Dreyfus
Premier Managed Income Fund). Filed herewith.

15(c) Distribution Plan (relating to Class B Shares and Class
C Shares of Dreyfus Premier Limited Term High Income
Fund). Incorporated by reference to Post-Effective
Amendment No. 105.

C-2
<PAGE>

15(d) Service Plan relating to Class B Shares and Class C
Shares. Filed herewith.

16 Schedule of computation of performance information.
Incorporated by reference to Post-Effective Amendment
No. 76.

18 Rule 18f-3 Plans, as revised. Incorporated by
reference to Post-Effective Amendment No. 100. Revised
Rule 18f-3 Plans to be filed by Amendment.

25(a) Powers of Attorney of the Trustees dated July 31, 1996.
Filed herewith.

25(b) Power of Attorney of Marie E. Connolly dated September 25,
1997. Filed herewith.

Item 25. Persons Controlled By or Under Common Control with
Registrant
--------------------------------------------------

Not Applicable.

Item 26. Number of Holders of Securities
-------------------------------

To be filed by amendment.

Item 27. Indemnification
---------------

Under a provision of the Registrant's Second Amended and Restated
Agreement and Declaration of Trust (the "Declaration of Trust"), any past or
present Trustee or officer of the Registrant is indemnified to the fullest
extent permitted by law against liability and all expenses reasonably incurred
by him/her in connection with any action, suit or proceeding to which he/she may
be a party or otherwise involved by reason of his/her being or having been a
Trustee or officer of the Registrant.

This provision does not authorize indemnification against any
liability to the Registrant or its shareholders to which such Trustee or officer
would otherwise be subject by reason of willful misfeasance, bad faith, gross
negligence or reckless disregard of his/her duties. Moreover, this provision
does not authorize indemnification where such Trustee or officer is finally
adjudicated not to have acted in good faith in the reasonable belief that
his/her actions were in or not opposed to the best interests of the Registrant.
Expenses may be paid by the Registrant in advance of the final disposition of
any action, suit or proceeding upon receipt of an undertaking by such Trustee or
officer to repay such expenses to the Registrant if it is ultimately determined
that indemnification of such expenses is not authorized under the Declaration of
Trust.

Item 28. Business and Other Connections of Investment Adviser
----------------------------------------------------

Investment Adviser -- The Dreyfus Corporation

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

C-3
<PAGE>

subsidiary of Dreyfus, serves primarily as a registered broker-dealer of shares
of investment companies sponsored by Dreyfus and of other investment companies
for which Dreyfus acts as investment adviser, sub-investment adviser or
administrator. Dreyfus Management, Inc., another wholly-owned subsidiary,
provides investment management services to various pension plans, institutions
and individuals.

Officers and Directors of Investment Adviser
--------------------------------------------

Name and Position
with Dreyfus Other Businesses
- ----------------- ----------------

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

BURTON C. BORGELT Chairman Emeritus of the Board and
Director Past Chairman, Chief Executive Officer and
Director:
Dentsply International, Inc.
570 West College Avenue
York, Pennsylvania 17405
Director:
DeVlieg-Bullard, Inc.
1 Gorham Island
Westport, Connecticut 06880
Mellon Bank Corporation***;
Mellon Bank, N.A.***

FRANK V. CAHOUET Chairman of the Board, President and
Director Chief Executive Officer:
Mellon Bank Corporation***;
Mellon Bank, N.A.***
Director:
Avery Dennison Corporation
150 North Orange Grove Boulevard
Pasadena, California 91103;
Saint-Gobain Corporation
750 East Swedesford Road
Valley Forge, Pennsylvania 19482;
Teledyne, Inc.
1901 Avenue of the Stars
Los Angeles, California 90067

W. KEITH SMITH Chairman and Chief Executive Officer:
Chairman of the Board The Boston Company****;
Vice Chairman of the Board:
Mellon Bank Corporation***;
Mellon Bank, N.A.***;
Director:
Dentsply International, Inc.
570 West College Avenue
York, Pennsylvania 17405

C-4
<PAGE>

CHRISTOPHER M. CONDRON Vice Chairman:
President, Chief Mellon Bank Corporation***;
Executive Officer, The Boston Company****;
Chief Operating Deputy Director:
Officer and a Mellon Trust***;
Director Chief Executive Officer:
The Boston Company Asset Management,
Inc.****;
President:
Boston Safe Deposit and Trust Company****

STEPHEN E. CANTER Director:
Vice Chairman and The Dreyfus Trust Company++;
Chief Investment Officer, Formerly, Chairman and Chief Executive Officer:
and a Director Kleinwort Benson Investment Management
Americas Inc.*

LAWRENCE S. KASH Chairman, President and Chief
Vice Chairman-Distribution Executive Officer:
and a Director The Boston Company Advisors, Inc.
53 State Street
Exchange Place
Boston, Massachusetts 02109
Executive Vice President and Director:
Dreyfus Service Organization, Inc.**;
Director:
Dreyfus America Fund
The Dreyfus Consumer Credit Corporation*;
The Dreyfus Trust Company++;
Dreyfus Service Corporation*;
World Balanced Fund****;
President:
The Boston Company****;
Laurel Capital Advisors***;
Boston Group Holdings, Inc.;
Executive Vice President:
Mellon Bank, N.A.***;
Boston Safe Deposit and Trust
Company****;

RICHARD F. SYRON Chairman of the Board and Chief
Director Executive Officer:
American Stock Exchange
86 Trinity Place
New York, New York 10006;
Director:
John Hancock Mutual Life Insurance Company
John Hancock Place, Box 111
Boston, Massachusetts 02117;
Thermo Electron Corporation
81 Wyman Street, Box 9046
Waltham, Massachusetts 02254-9046;
American Business Conference
1730 K Street, N.W. Suite 120
Washington, D.C. 20006;
Trustee:
Boston College - Board of Trustees
140 Commonwealth Avenue
Chestnut Hill, Massachusetts 02167-3934

C-5
<PAGE>
WILLIAM T. SANDALLS, JR. Director:
Senior Vice President and Dreyfus Partnership Management, Inc.*;
Chief Financial Officer Seven Six Seven Agency, Inc.*;
President and Director:
Lion Management, Inc.*;
Executive Vice President and Director:
Dreyfus Service Organization, Inc.*;
Vice President, Chief Financial Officer and
Director:
Dreyfus America Fund;
World Balanced Fund****;
Vice President and Director:
The Dreyfus Consumer Credit Corporation*;
The Truepenny Corporation*;
Treasurer, Financial Officer and Director:
The Dreyfus Trust Company++;
Treasurer and Director:
Dreyfus Management, Inc.*;
Dreyfus Service Corporation*;
Formerly, President and Director:
Sandalls & Co., Inc.

MARK N. JACOBS Secretary:
Vice President, The Dreyfus Consumer Credit Corporation*;
General Counsel Dreyfus Management, Inc.*;
and Secretary Assistant Secretary:
Dreyfus Service Organization, Inc.**;
Major Trading Corporation*;
The Truepenny Corporation*;

PATRICE M. KOZLOWSKI None
Vice President-
Corporate Communications

MARY BETH LEIBIG None
Vice President-
Human Resources

JEFFREY N. NACHMAN President and Director:
Vice President-Mutual Fund Dreyfus Transfer, Inc.
Accounting One American Express Plaza
Providence, Rhode Island 02903

ANDREW S. WASSER Vice President:
Vice President-Information Mellon Bank Corporation***
Services

WILLIAM V. HEALEY President:
Assistant Secretary The Truepenny Corporation*;
Vice President and Director:
The Dreyfus Consumer Credit Corporation*;
Secretary and Director:
Dreyfus Partnership Management Inc.*;
Director:
The Dreyfus Trust Company**;
Assistant Secretary:
Dreyfus Service Corporation*;
Dreyfus Investment Advisors, Inc.;
53 State Street
Exchange Place
Boston, MA 02109
Assistant Clerk
Dreyfus Insurance Agency of
Massachusetts, Inc.
111 State Street
Boston, Massachusetts 02109.

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

* The address of the business so indicated is 200 Park Avenue, New York,
New York 10166.
** The address of the business so indicated is 131 Second Street,
Lewes, Delaware 19958.
*** The address of the business so indicated is One Mellon Bank Center,
Pittsburgh, Pennsylvania 15258.
**** The address of the business so indicated is One Boston Place,
Boston, Massachusetts 02108.

C-6
<PAGE>

+ The address of the business so indicated is Atrium Building, 80 Route
4 East, Paramus, New Jersey 07652.
++ The address of the business so indicated is 144 Glenn Curtiss
Boulevard, Uniondale, New York 11556-0144.
++ The address of the business so indicated is 69, Route `d`Esch, L-
1470 Luxembourg.
++++ The address of the business so indicated is 69, Route `d` Esch, L-
2953 Luxembourg.

Item 29. Principal Underwriters
----------------------

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

1) Comstock Partners Funds, Inc.
2) Dreyfus A Bonds Plus, Inc.
3) Dreyfus Appreciation Fund, Inc.
4) Dreyfus Asset Allocation Fund, Inc.
5) Dreyfus Balanced Fund, Inc.
6) Dreyfus BASIC GNMA Fund
7) Dreyfus BASIC Money Market Fund, Inc.
8) Dreyfus BASIC Municipal Fund, Inc.
9) Dreyfus BASIC U.S. Government Money Market Fund
10) Dreyfus California Intermediate Municipal Bond Fund
11) Dreyfus California Tax Exempt Bond Fund, Inc.
12) Dreyfus California Tax Exempt Money Market Fund
13) Dreyfus Cash Management
14) Dreyfus Cash Management Plus, Inc.
15) Dreyfus Connecticut Intermediate Municipal Bond Fund
16) Dreyfus Connecticut Municipal Money Market Fund, Inc.
17) Dreyfus Florida Intermediate Municipal Bond Fund
18) Dreyfus Florida Municipal Money Market Fund
19) The Dreyfus Fund Incorporated
20) Dreyfus Global Bond Fund, Inc.
21) Dreyfus Global Growth Fund
22) Dreyfus GNMA Fund, Inc.
23) Dreyfus Government Cash Management
24) Dreyfus Growth and Income Fund, Inc.
25) Dreyfus Growth and Value Funds, Inc.
26) Dreyfus Growth Opportunity Fund, Inc.
27) Dreyfus Income Funds
28) Dreyfus Institutional Money Market Fund
29) Dreyfus Institutional Short Term Treasury Fund
30) Dreyfus Insured Municipal Bond Fund, Inc.
31) Dreyfus Intermediate Municipal Bond Fund, Inc.
32) Dreyfus International Funds, Inc.
33) Dreyfus Investment Grade Bond Funds, Inc.
34) The Dreyfus/Laurel Funds, Inc.
35) The Dreyfus/Laurel Tax-Free Municipal Funds
36) Dreyfus LifeTime Portfolios, Inc.
37) Dreyfus Liquid Assets, Inc.
38) Dreyfus Massachusetts Intermediate Municipal Bond Fund
39) Dreyfus Massachusetts Municipal Money Market Fund
40) Dreyfus Massachusetts Tax Exempt Bond Fund
41) Dreyfus MidCap Index Fund
42) Dreyfus Money Market Instruments, Inc.
43) Dreyfus Municipal Bond Fund, Inc.
44) Dreyfus Municipal Cash Management Plus
45) Dreyfus Municipal Money Market Fund, Inc.
46) Dreyfus New Jersey Intermediate Municipal Bond Fund

C-7
<PAGE>

47) Dreyfus New Jersey Municipal Bond Fund, Inc.
48) Dreyfus New Jersey Municipal Money Market Fund, Inc.
49) Dreyfus New Leaders Fund, Inc.
50) Dreyfus New York Insured Tax Exempt Bond Fund
51) Dreyfus New York Municipal Cash Management
52) Dreyfus New York Tax Exempt Bond Fund, Inc.
53) Dreyfus New York Tax Exempt Intermediate Bond Fund
54) Dreyfus New York Tax Exempt Money Market Fund
55) Dreyfus 100% U.S. Treasury Intermediate Term Fund
56) Dreyfus 100% U.S. Treasury Long Term Fund
57) Dreyfus 100% U.S. Treasury Money Market Fund
58) Dreyfus 100% U.S. Treasury Short Term Fund
59) Dreyfus Pennsylvania Intermediate Municipal Bond Fund
60) Dreyfus Pennsylvania Municipal Money Market Fund
61) Dreyfus S&P 500 Index Fund
62) Dreyfus Short-Intermediate Government Fund
63) Dreyfus Short-Intermediate Municipal Bond Fund
64) The Dreyfus Socially Responsible Growth Fund, Inc.
65) Dreyfus Stock Index Fund, Inc.
66) Dreyfus Tax Exempt Cash Management
67) The Dreyfus Third Century Fund, Inc.
68) Dreyfus Treasury Cash Management
69) Dreyfus Treasury Prime Cash Management
70) Dreyfus Variable Investment Fund
71) Dreyfus Worldwide Dollar Money Market Fund, Inc.
72) General California Municipal Bond Fund, Inc.
73) General California Municipal Money Market Fund
74) General Government Securities Money Market Fund, Inc.
75) General Money Market Fund, Inc.
76) General Municipal Bond Fund, Inc.
77) General Municipal Money Market Fund, Inc.
78) General New York Municipal Bond Fund, Inc.
79) General New York Municipal Money Market Fund
80) Dreyfus Premier Insured Municipal Bond Fund
81) Dreyfus Premier California Municipal Bond Fund
82) Dreyfus Premier Equity Funds, Inc.
83) Dreyfus Premier Global Investing, Inc.
84) Dreyfus Premier GNMA Fund
85) Dreyfus Premier Growth Fund, Inc.
86) Dreyfus Premier Municipal Bond Fund
87) Dreyfus Premier New York Municipal Bond Fund
88) Dreyfus Premier State Municipal Bond Fund
89) Dreyfus Premier Worldwide Growth Fund, Inc.
90) Dreyfus Premier Value Fund

Positions and
Name and principal Positions and offices with offices with
business address the Distributor Registrant
- ------------------ -------------------------- -------------

Marie E. Connolly+ Director, President, Chief President and
Executive Office and Treasurer
Compliance Officer

Joseph F. Tower, III+ Senior Vice President, Vice President
Treasurer and Chief and Assistant
Financial Officer Treasurer

John E. Pelletier+ Senior Vice President, Vice President
General Counsel, Secretary and Secretary
and Clerk

C-8
<PAGE>

Richard W. Ingram+ Executive Vice President Vice President
and Secretary

Roy M. Moura+ First Vice President None

Elizabeth A. Keeley++ Vice President Vice President
and Assistant
Secretary

Dale F. Lampe+ Vice President None

Mary A. Nelson+ Vice President Vice President
and Assistant
Treasurer

Paul Prescott+ Vice President None

Jean M. O'Leary+ Assistant Secretary and None
Assistant Clerk

John W. Gomez+ Director None

William J. Nutt+ Director None

- --------------------
+ Principal business address is One Exchange Place, Boston, Massachusetts 02109.
++ Principal business address is 200 Park Avenue, New York, New York 10166.

Item 30. Location of Accounts and Records
--------------------------------

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

2. Mellon Bank, N.A.
One Mellon Bank Center
Pittsburgh, Pennsylvania 15258

3. Dreyfus Transfer, Inc.
P.O. Box 9671
Providence, Rhode Island 02940-9671

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

Item 31. Management Services
-------------------

Not applicable

Item 32. Undertakings
------------

(1) To call a meeting of shareholders for the purpose of voting upon the
question of removal of a trustee or trustees when requested in writing to
do so by the holders of at least 10% of the Registrant's outstanding

C-9
<PAGE>

shares of common stock and in connection with such meeting to comply with
the provisions of Section 16(c) of the Investment Company Act of 1940
relating to shareholder communications.

(a) Not applicable.

(b) The Registrant undertakes to file a post-effective amendment, using
financial statements, which need not be certified, within four to six months
from the effective date of Registrant's 1933 Act Registration Statement, so long
as such filing is required by the Rules promulgated by the Securities and
Exchange Commission at such time.

(c) To furnish each person to whom a prospectus is delivered with a copy
of the Fund's latest Annual Report to Shareholders, upon request and without
charge.

<PAGE>

SIGNATURES
----------

Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it has duly caused
this Amendment to the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York, and State of
New York on the 13th day of November, 1997.

THE DREYFUS/LAUREL FUNDS TRUST

BY: /s/Marie E. Connolly*
--------------------------------------
Marie E. Connolly, President

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

Signatures Title Date
- ------------------------ ------------------------------ ----------

/s/Marie E. Connolly* President, Treasurer 11/13/97
- ---------------------------
Marie E. Connolly

/s/Francis P. Brennan* Trustee, 11/13/97
- --------------------------- Chairman of the Board
Francis P. Brennan

/s/Ruth Marie Adams* Trustee 11/13/97
- ---------------------------
Ruth Marie Adams

/s/Joseph S. DiMartino* Trustee 11/13/97
- ---------------------------
Joseph S. DiMartino

/s/James M. Fitzgibbons* Trustee 11/13/97
- ---------------------------
James M. Fitzgibbons

/s/Kenneth A. Himmel* Trustee 11/13/97
- ---------------------------
Kenneth A. Himmel

/s/Stephen J. Lockwood* Trustee 11/13/97
- ---------------------------
Stephen J. Lockwood

/s/Roslyn M. Watson* Trustee 11/13/97
- ---------------------------
Roslyn M. Watson

/s/J. Tomlinson Fort* Trustee 11/13/97
- ---------------------------
J. Tomlinson Fort

/s/Arthur L. Goeschel* Trustee 11/13/97
- ---------------------------
Arthur L. Goeschel

<PAGE>

/s/Arch S. Jeffery* Trustee 11/13/97
- ---------------------------
Arch S. Jeffery

/s/John Sciullo* Trustee 11/13/97
- ---------------------------
John Sciullo

*By: /s/ Elizabeth Keeley
--------------------
Elizabeth Keeley,
Attorney-in-Fact

<PAGE>

INDEX OF EXHIBITS

4 Specimen Security.

15(a) Restated Distribution Plan (relating to Investor
Shares, Class A Shares and Institutional Shares).
Incorporated by reference to Post-Effective Amendment
No. 93 filed on December 13, 1994.

15(b) Distribution Plan (relating to Class B Shares and Class
C Shares of Dreyfus Premier Core Value Fund and Dreyfus
Premier Managed Income Fund).

15(d) Service Plan relating to Class B Shares and Class C
Shares.

25(a) Powers of Attorney of the Trustees dated July 31, 1996.

25(b) Power of Attorney of Marie E. Connolly dated September 25,
1997.

[FRONT]

[CORPORTE SEAL] SHARES
THE DREYFUS/LAUREL FUNDS TRUST
(A MASSACHUSETTS BUSINESS TRUST)
DREYFUS PREMIER LIMITED TERM HIGH INCOME FUND
CLASS A SHARES

SEE REVERSE FOR
CERTAIN DEFINITIONS

CUSIP 000000 00 0
This certifies that

is the owner of

FULLY PAID NON-ASSESSABLE CLASS A SHARES OF BENEFICIAL INTEREST
(WITHOUT PAR VALUE) OF DREYFUS PREMIER LIMITED HIGH INCOME FUND, a Series of
Shares established and designated under the Amended and Restated Agreement and
Declaration of Trust (the "Trust Agreement") of THE DREYFUS/LAUREL FUNDS TRUST,
a Massachusetts business trust the ("Trust"). The terms of the Trust Agreement,
a copy of which is on file with the Secretary of the Commonwealth of
Massachusetts, are hereby incorporated by reference as fully as if set forth
herein in their entirety. As provided in the Trust Agreement, the beneficial
interest in the Trust has been divided into shares of such series or classes as
may be established and designated from time to time, and the Class A Shares
evidenced hereby represent the beneficial interest in an undivided proportionate
part of the assets belonging to the above designated class of the Series subject
to the liabilities belonging to such class of the Series. Such Series and other
series have the relative rights and preferences set forth in the Trust
Agreement, and the Trust will furnish to the holder of the certificate upon
request and without charge a full statement of such relative rights and
preferences. THE CLASS A SHARES EVIDENCED HEREBY ARE SUBJECT TO REDEMPTION BY
THE TRUST pursuant to the procedures that may be determined by the Trustees in
accordance with the Trust Agreement. This certificate is issued by the Trustees
of THE DREYFUS/LAUREL FUNDS TRUST not individually but as Trustees under the
Trust Agreement, and represents Class A shares of the above designated Series
and does not bind any of the Trustees, Shareholders, Officers, Employees or
Agents of the Trust personally but only the assets and property of the Trust.
Subject to the provisions of the Trust Agreement, the Shares represented by this
certificate are transferable upon the books of the Trust by the registered
holder hereof in person or by his duty authorized attorney upon surrender of
this certificate.

WITNESS the facsimile signature of the President and the Secretary of the
Trust and the signature of its duly authorized agent.

Dated:

Countersigned
DREYFUS TRANSFER, INC.,
a Subsidiary of The Dreyfus Corporation
Transfer Agent

Authorized Signature \s\ John E.Pelletier \s\ Marie E. Connolly
Secretary President

<PAGE>

[Back]

The Trust is authorized to issue two or more classes of shares. The Trust
will furnish to any shareholder on request and without charge a full statement
of the designation and any preferences, conversion and other rights, voting
powers, restrictions, limitations as to dividends, qualifications and terms and
conditions of redemption of the shares of each class which the Trust is
authorized to issue, and if the Trust is authorized to issue any preferred or
special class in a series, of the differences in the relative rights and
preferences between the shares of each series to the extent they have been set
and the authority of the Board of Trustees to set the relative rights and
preferences of subsequent series.

The following abbreviations, when used in the inscription on the face of
this certificate, shall be construed as though they were written out in full in
accordance to applicable laws or regulations:

TEN COM - as tenants in common UNIF GIFT/TRSFR MIN ACT -_____ Custodian ______
(Cust.) (Minor)
TEN ENT - as tenants by the entireties under Uniform Gifts/Transfers to Minors
UT TEN - as joint tenants with right of survivorship Act ____________________
and not as tenants in common (State)

Additional abbreviations may also be used though not in the above list.

For Value Received, ______________________ hereby sell,
assign and transfer unto

PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
_______________________________________________________________________________

_______________________________________________________________________________
Please print or type: title, name and address, including postal
zip code of assignor
_______________________________________________________________________________

_______________________________________________________________________________
___________________________________________________________________Shares
represented by the within Certificate, and do hereby irrevocably
constitute and appoint

_______________________________________________________________________________

_______________________________________________________________________________
Attorney to transfer the said stock on the books of the within-named Trust with
full power of substitution in the premises.

Dated:____________________

______________________________________

NOTICE: The signature to this assignment must correspond with the name as
written upon the face of the Certificate in every particular, without alteration
or enlargement, or any change whatsoever.

THE DREYFUS/LAUREL FUNDS TRUST

RESTATED DISTRIBUTION PLAN

WHEREAS, The Dreyfus/Laurel Funds Trust (formerly, The Laurel Funds Trust)
(the "Trust") is registered as an open-end management investment company under
the Investment Company Act of 1940, as amended, (the "1940 Act") and consists of
one or more distinct portfolios of shares of beneficial interest (collectively,
the "Funds" and individually, a "Fund"), as may be established and designated
from time to time; and

WHEREAS, the Trust and its Distributor, a broker-dealer registered under
the Securities Act of 1934, as amended, have entered into a Distribution Plan
pursuant to which the Distributor will act as the distributor of certain classes
of shares (the "Shares") of the Funds; and

WHEREAS, the Board of Trustees of the Trust has adopted the Distribution
Plan in accordance with the requirements of the 1940 Act and Rule 12b-1
thereunder, and has concluded, in the exercise of its reasonable business
judgment and in light of its fiduciary duties, that there is a reasonable
likelihood that the Distribution Plan will benefit the Trust and the holders of
the Funds' Shares;

NOW THEREFORE, the Trust hereby restates the Distribution Plan as set
forth below in this Restated Distribution Plan (the "Plan"):

SECTION 1. PAYMENTS FOR DISTRIBUTION-RELATED SERVICES. The Trust may pay
for any activities or expenses primarily intended to result in the sale of
certain classes of Shares of the Funds, as listed on Exhibit A, as such Exhibit
may be amended from time to time. Payments by the Trust under this Section of
this Plan will be calculated daily and paid monthly at a rate or rates set from
time to time by the Trust's Board of Trustees, provided that no rate set by the
Board for any Fund may exceed, on an annual basis, 0.25% of the value of a
Fund's average daily net assets attributable to the class or classes of the
Fund's Shares listed on Exhibit A, as such Exhibit may be amended from time to
time (except 0.15% of the value of the Dreyfus Core Value Fund's average daily
net assets attributable to such Fund's Institutional shares (renamed Dreyfus
Premier Core Value Fund effective January 16, 1998)).

SECTION 2. EXPENSES COVERED BY PLAN. The fees payable under Section 1 of
this Plan may be used to compensate (i) Dreyfus Service Corporation for
shareholder servicing services provided by it, and/or (ii) the Distributor for
distribution and/or shareholder servicing services provided by it, and related
expenses incurred, including payments by the Distributor to compensate banks,
broker/dealers or other financial institutions that have entered into written
agreements with respect to shareholder services and sales support services
("Agreements") with the Distributor ("Selling and Servicing Agents"), for
shareholder servicing and sales support services provided, and related expenses
incurred, by such Selling and Servicing Agents.

<PAGE>

SECTION 3. AGREEMENTS. The Distributor may enter into written Agreements
with Selling and Servicing Agents, such Agreements to be substantially in such
forms as the Board of Trustees of the Trust may duly approve from time to time.

SECTION 4. LIMITATIONS ON PAYMENTS. Payment made by a particular Fund
under Section 1 must be for distribution and/or shareholder servicing rendered
for or on behalf of such Fund. However, joint distribution or sales support
financing with respect to a Fund (which financing may also involve other
investment portfolios or companies that are affiliated persons of such a person,
or affiliated persons of the Distributor) shall be permitted in accordance with
applicable regulations of the Securities and Exchange Commission as in effect
from time to time.

Except for the payments specified in Section 1, no additional payments are
to be made by the Trust under this Plan, provided that nothing herein shall be
deemed to preclude the payments a Fund is otherwise obligated to make to The
Dreyfus Corporation ("Dreyfus") pursuant to the Investment Management Agreement,
and for the expenses otherwise incurred by such Fund and the Trust on behalf of
the Shares in the normal conduct of such Fund's business pursuant to the
Investment Management Agreement. To the extent any payments by the Trust on
behalf of a Fund to Dreyfus, or any affiliate thereof, or to any party pursuant
to any agreement, or, generally, by the Trust on behalf of a Fund to any party,
are deemed to be payments for the financing of any activity primarily intended
to result in the sale of the Shares within the context of Rule 12b-1 under the
1940 Act, then such payments shall be deemed to have been approved pursuant to
this Plan without regard to Section 1.

Notwithstanding anything herein to the contrary, no Fund shall be
obligated to make any payments under this Plan that exceed the maximum amounts
payable under Rule 2830 of the Conduct Rules of the National Association of
Securities Dealers, Inc.

SECTION 5. REPORTS OF DISTRIBUTOR. So long as this Plan is in effect, the
Distributor and/or Dreyfus shall provide to the Trust's Board of Trustees, and
the Trustees shall review at least quarterly, a written report of the amounts
expended by a Fund pursuant to the Plan, or by Selling and Servicing Agents
pursuant to Agreements, and the purposes for which such expenditures were made.

SECTION 6. MAJORITY VOTE. As used herein, the term "Majority Vote" of the
Shares of a class of a Fund means a vote of the holders of the lesser of (a)
more than fifty percent (50%) of the outstanding Shares of such class of such
Fund or (b) sixty-seven percent (67%) or more of the Shares of such class of
such Fund present at a shareholders' meeting in person or by proxy.

SECTION 7. APPROVAL OF PLAN. This Plan will become effective at such time
as is specified by the Board of Trustees, as to any class of a Fund; provided,
however, that the Plan is approved by: (a) a Majority Vote of the Shares of such
class of such Fund if adopted after the public offering of such Shares or the
sale of such Shares to persons who are not affiliated persons of the Trust,
affiliated persons of such persons, promoters of the Trust, or affiliated
persons of such promoters (as such terms are defined in the 1940 Act); and (b) a

-2-
<PAGE>

majority of the Board of Trustees, including a majority of the Trustees who are
not "interested persons" (as defined in the 1940 Act) of the Trust and who have
no direct or indirect financial interest in the operation of this Plan or in any
Agreements entered into in connection with this Plan, pursuant to a vote cast in
person at a meeting called for the purpose of voting on the approval of this
Plan.

SECTION 8. CONTINUANCE OF PLAN. This Plan shall continue in effect for so
long as its continuance is specifically approved at least annually by the
Trust's Board of Trustees in the manner described in Section 7(b) hereof.

SECTION 9. AMENDMENTS . This Plan may be amended at any time by the Board
of Trustees provided, that (a) any amendment to increase materially the costs
which a Fund's class of Shares may bear for distribution pursuant to this Plan
shall be effective only upon the Majority Vote of the outstanding Shares of such
class of the Fund, and (b) any material amendments of the terms of this Plan
shall become effective only upon approval as provided in Section 7(b) hereof.

SECTION 10. TERMINATION. This Plan is terminable, as to a Fund's class of
Shares, without penalty at any time by (a) a vote of a majority of the Trustees
who are not "interested persons" (as defined in the 1940 Act) of the Trust and
who have no direct or indirect financial interest in the operation of this Plan
or in any Agreements entered into in connection with this Plan, or (b) a
Majority Vote of the outstanding Shares of such class of the Fund.

SECTION 11. SELECTION/NOMINATION OF TRUSTEES. While this Plan is in
effect, the selection and nomination of those Trustees who are not "interested
persons" (as defined in the 1940 Act) of the Trust shall be committed to the
discretion of such non-interested Trustees.

SECTION L2. RECORDS. The Trust will preserve copies of this Plan, and any
related Agreements and any written reports regarding this Plan presented to the
Board of Trustees, for a period of not less than six (6) years from the date of
this Plan, such Agreement or written report, as the case may be, the first two
(2) years of such period in an easily accessible place.

SECTION 13. MISCELLANEOUS. The captions in this Plan are included for
convenience of reference only and in no way define or delimit any of the
provisions hereof or otherwise affect their construction or effect.

SECTION 14. LIMITATION OF LIABILITY OF TRUSTEES, OFFICERS AND
SHAREHOLDERS. A copy of the Second Amended and Restated Agreement and
Declaration of Trust of the Trust is on file with the Secretary of State of The
Commonwealth of Massachusetts and notice is hereby given that the obligations of
the Trust hereunder and under any related Plan Agreement shall not be binding
upon any Trustees, shareholders, nominees, officers, agents or employees of the
Trust, personally, but shall bind only the trust property of the Trust, as
provided in the Second Amended and Restated Agreement and Declaration of Trust
of the Trust.

IN WITNESS WHEREOF, the Trust has adopted this Restated Distribution Plan
as of this l7th day of October, l 994, as revised November 20, 1997.

-3-
<PAGE>

AMENDED

EXHIBIT A

THE DREYFUS/LAUREL FUNDS TRUST

INVESTOR SHARES:

[Reserved]

CLASS A SHARES:

Dreyfus Core Value Fund (renamed Dreyfus Premier Core Value Fund
effective January 16, 1998)
Dreyfus Premier Managed Income Fund
Dreyfus Premier Limited Term High Income Fund

INSTITUTIONAL SHARES:

Dreyfus Core Value Fund (renamed Dreyfus Premier Core Value Fund
effective January 16, 1998)

-4-

THE DREYFUS/LAUREL FUNDS TRUST
DISTRIBUTION PLAN

INTRODUCTION: It has been proposed that the above-captioned investment
company (the "Trust"), consisting of distinct portfolios of shares (each a
"Fund"), adopt a Distribution Plan (the "Plan") relating to its Class B shares
and Class C shares, respectively, in accordance with Rule 12b-1 promulgated
under the Investment Company Act of 1940, as amended (the "Act"). Under the
Plan, a Fund would pay the Trust's distributor (the "Distributor") for
distributing the Class B shares and Class C shares, respectively, of the Fund
(each such Fund as set forth on Exhibit A hereto, as such Exhibit may be revised
from time to time). Pursuant to the Act and said Rule 12b-1, this written plan
describing all material aspects of the proposed financing is being adopted by
the Trust, on behalf of each Fund.
The Trust's Board, in considering whether a Fund should implement a
written plan with respect to its Class B shares and Class C shares,
respectively, has requested and evaluated such information as it deemed
necessary to make an informed determination as to whether a written plan should
be implemented and has considered such pertinent factors as it deemed necessary
to form the basis for a decision to use Fund assets attributable to its Class B
shares and Class C shares, respectively, for such purposes.
In voting to approve the implementation of such a plan with respect to a
Fund's Class B shares and Class C shares, respectively, the Board members have
concluded, in the exercise of their reasonable business judgment and in light of
their respective fiduciary duties, that there is a reasonable likelihood that
the plan set forth below will benefit the Fund and the holders of its Class B
shares and Class C shares, respectively.
THE PLAN: The material aspects of this Plan as it relates to a
particular Class of a Fund are as follows:
1. DISTRIBUTION FEE FOR CLASS B SHARES. A Fund shall pay to the
Distributor a distribution fee at an annual rate of either (i) 0.75 of 1% (in
the case of an equity Fund) or (ii) 0.50 of 1% (in the case of a bond Fund) of
the value of the Fund's average daily net assets attributable to its Class B
shares.
DISTRIBUTION FEE FOR CLASS C SHARES. A Fund shall pay to the
Distributor a distribution fee at an annual rate of either (i) 0.75 of 1% (in
the case of an equity Fund) or (ii) 0.50 of 1% (in the case of a bond Fund) of
the value of the Fund's average daily net assets attributable to its Class C
shares.

<PAGE>

2. For purposes of determining the fee payable under this Plan with
respect to a particular Class of a Fund to which it relates, the value of the
Fund's net assets attributable to its Class B shares and Class C shares,
respectively, shall be computed in the manner specified in the Trust's charter
documents as then in effect or in the Trust's then current Prospectus and
Statement of Additional Information for the computation of the value of the
Fund's net assets attributable to Class B shares and Class C shares,
respectively.
3. The Trust's Board shall be provided, at least quarterly, with a written
report of all amounts expended pursuant to this Plan with respect to a
particular Class of a Fund to which it relates. The report shall state the
purpose for which the amounts were expended.
4. This Plan shall become effective with respect to a particular Class of
a Fund to which it relates upon the approval by: (a) the holders of at least a
majority of the Fund's outstanding voting shares of that Class if adopted after
the public offering of such shares or the sale of such shares to persons who are
not affiliated persons of the Trust, affiliated persons of such persons,
promoters of the Trust, or affiliated persons of such promoters (as such terms
are defined in the Act); and (b) a majority of the Board members, including a
majority of the Board members who are not "interested persons" (as defined in
the Act) of the Trust and who have no direct or indirect financial interest in
the operation of this Plan or in any agreements entered into in connection with
this Plan, pursuant to a vote cast in person at a meeting called for the purpose
of voting on the approval of this Plan.
5. This Plan shall continue with respect to a particular Class of a Fund
to which it relates for a period of one year from its effective date, unless
earlier terminated in accordance with its terms, and thereafter shall continue
with respect to that Class automatically for successive annual periods, provided
such continuance is approved at least annually in the manner provided in
paragraph 4(b) hereof.
6. This Plan may be amended, with respect to a particular Class of a Fund
to which it relates, at any time by the Trust's Board, provided that (a) any
amendment to increase materially the costs that a particular Class of a Fund may
bear pursuant to this Plan shall be effective only upon approval by a vote of
the holders of a majority of the Fund's outstanding voting shares of that Class,
and (b) any material amendments of the terms of this Plan as it relates to a
particular Class of a Fund shall become effective only upon approval as provided
in paragraph 4(b) hereof.
7. This Plan may be terminated, with respect to a particular Class of a
Fund to which it relates, without penalty at any time by (a) a vote of a
majority of the Board members who are not "interested persons" (as defined in
the Act) of the Trust and who have no direct or indirect financial interest in

- 2 -
<PAGE>

the operation of this Plan or in any agreements entered into in connection with
this Plan, or (b) a vote of the holders of a majority of the Fund's outstanding
voting shares of that Class. This Plan may remain in effect with respect to a
particular Class of a Fund even if the Plan has been terminated in accordance
with this paragraph 7 with respect to any other Class.
8. While this Plan is in effect, the selection and nomination of Board
members who are not "interested persons" (as defined in the Act) of the Trust
and who have no direct or indirect financial interest in the operation of this
Plan or in any agreements entered into in connection with this Plan shall be
committed to the discretion of the Board members who are not "interested
persons".
9. The Trust will preserve copies of this Plan, any related agreement and
any report made pursuant to paragraph 3 hereof, for a period of not less than
six (6) years from the date of this Plan, such agreement or report, as the case
may be, the first two (2) years of such period in an easily accessible place.
10. LIMITATION OF LIABILITY OF TRUSTEES, OFFICERS AND SHAREHOLDERS. A copy
of the Second Amended and Restated Agreement and Declaration of Trust of the
Trust is on file with the Secretary of State of The Commonwealth of
Massachusetts and notice is hereby given that the obligations of the Trust
hereunder and under any related Plan agreement shall not be binding upon any of
the Trustees, shareholders, nominees, officers, agents or employees of the
Trust, personally, but shall bind only the trust property of the Trust, as
provided in the Second Amended and Restated Agreement and Declaration of Trust
of the Trust.

IN WITNESS WHEREOF, the Trust has adopted this Plan as of this 19th day of
December, 1994, as revised November 20, 1997.

- 3 -
<PAGE>

AMENDED
EXHIBIT A

Dreyfus Core Value Fund (renamed Dreyfus Premier Core Value Fund effective
January 16, 1998) (equity Fund)
Dreyfus Premier Managed Income Fund (equity Fund)

- 4 -

THE DREYFUS/LAUREL FUNDS TRUST
SERVICE PLAN

Introduction: It has been proposed that the above-captioned investment
company (the "Trust"), consisting of distinct portfolios of shares (each a
"Fund"), adopt a Service Plan (the "Plan") relating to its Class B shares and
Class C shares, respectively, in accordance with Rule 12b-1 promulgated under
the Investment Company Act of 1940, as amended (the "Act"). Under the Plan, a
Fund would pay for the provision of services to shareholders of Class B and
Class C, respectively, of the Fund (each such Fund as set forth on Exhibit A
hereto, as such Exhibit may be revised from time to time). The Distributor would
be permitted to pay certain financial institutions, securities dealers and other
industry professionals (collectively, "Service Agents") in respect of these
services. The fee under the Plan with respect to a particular Class of a Fund is
intended to be a "service fee" as defined in Rule 2830 of the Conduct Rules of
the National Association of Securities Dealers, Inc. Pursuant to the Act and
said Rule 12b-1, this written plan describing all material aspects of the
proposed financing is being adopted by the Trust, on behalf of each Fund.

The Trust's Board, in considering whether a Fund should implement a
written plan with respect to its Class B shares and Class C shares,
respectively, has requested and evaluated such information as it deemed
necessary to an informed determination as to whether a written plan should be
implemented and has considered such pertinent factors as it deemed necessary to
form the basis for a decision to use Fund assets attributable to its Class B
shares and Class C shares, respectively, for such purposes.

In voting to approve the implementation of such a plan with respect to
a Fund's Class B shares and Class C shares, respectively, the Board members have
concluded, in the exercise of their reasonable business judgment and in light of
their respective fiduciary duties, that there is a reasonable likelihood that
the plan set forth below will benefit the Fund and the holders of its Class B
shares and Class C shares, respectively.

<PAGE>

The Plan: The material aspects of this Plan as it relates to a
particular Class of a Fund are as follows:

1. A Fund shall pay an amount equal to an annual rate of 0.25 of 1% of
the value of the Fund's average daily net assets attributable to its Class B
shares and Class C shares, respectively, to (a) Dreyfus Service Corporation
("Dreyfus"), or any affiliate thereof designated by it, in respect of shares of
a particular Class held of record by Dreyfus, and (b) the Distributor, in
respect of shares of a particular Class held of record by any other person. Such
payments shall be for the provision of personal services to shareholders of
and/or the maintenance of shareholder accounts in a particular Class of a Fund.
The Distributor shall determine the amounts to be paid to Service Agents and the
basis on which such payments will be made. Payments to a Service Agent are
subject to compliance by the Service Agent with the terms of any related Plan
agreement between the Service Agent and the Distributor.

3. The Trust's Board shall be provided, at least quarterly, with a
written report of all amounts expended pursuant to this Plan with respect to a
particular Class of a Fund to which it relates. The report shall state the
purpose for which the amounts were expended.

4. This Plan shall become effective with respect to a particular Class
of a Fund to which it relates upon the later to occur of approval by: (a) the
holders of at least a majority of the Fund's outstanding voting shares of that
Class if adopted after the public offering of such shares or the sale of such
shares to persons who are not affiliated persons of the Trust, affiliated
persons of such persons, promoters of the Trust, or affiliated persons of such
promoters (as such terms are defined in the Act); and (b) a majority of the
Board members, including a majority of the Board members who are not "interested
persons" (as defined in the Act) of the Trust and who have no direct or indirect

2
<PAGE>

financial interest in the operation of this Plan or in any agreements entered
into in connection with this Plan, pursuant to a vote cast in person at a
meeting called for the purpose of voting on the approval of this Plan.

5. This Plan shall continue with respect to a particular Class of a
Fund to which it relates for a period of one year from its effective date,
unless earlier terminated in accordance with its terms, and thereafter shall
continue with respect to that Class automatically for successive annual periods,
provided such continuance is approved at least annually in the manner provided
in paragraph 4(b) hereof.

6. This Plan may be amended, with respect to a particular Class of a
Fund to which it relates, at any time by the Trust's Board, provided that (a)
any amendment to increase materially the costs that a particular Class of a Fund
may bear pursuant to this Plan shall be effective only upon approval by a vote
of the holders of a majority of the Fund's outstanding voting shares of that
Class, and (b) any material amendments of the terms of this Plan as it relates
to a particular Class of a Fund shall become effective only upon approval as
provided in paragraph 4(b) hereof.

7. This Plan may be terminated, with respect to a particular Class of a
Fund to which it relates, without penalty at any time by (a) a vote of a
majority of the Board members who are not "interested persons" (as defined in
the Act) of the Trust and who have no direct or indirect financial interest in
the operation of this Plan or in any agreements entered into in connection with
this Plan, or (b) a vote of the holders of a majority of the Fund's outstanding
voting shares of that Class. This Plan may remain in effect with respect to a
particular Class of a Fund even if the Plan has been terminated in accordance
with this paragraph 7 with respect to any other Class.

8. While this Plan is in effect, the selection and nomination of Board
members who are not "interested persons" (as defined in the Act) of the Trust
and who have no direct or indirect financial interest in the operation of this
Plan or in any agreements entered into in connection with this Plan shall be
committed to the discretion of the Board members who are not "interested
persons".

9. The Trust will preserve copies of this Plan, any related agreement
and any report made pursuant to paragraph 3 hereof, for a period of not less
than six (6) years from the date of this Plan, such agreement or report, as the

3
<PAGE>

case may be, the first two (2) years of such period in an easily accessible
place.

10. A copy of the Second Amended and Restated Agreement and Declaration
of Trust of the Trust is on file with the Secretary of State of The Commonwealth
of Massachusetts and notice is hereby given that the obligations of the Trust
hereunder and under any related Plan agreement shall not be binding upon any of
the Trustees, shareholders, nominees, officers, agents or employees of the
Trust, personally, but shall bind only the trust property of the Trust, as
provided in the Second Amended and Restated Agreement and Declaration of Trust
of the Trust.

IN WITNESS WHEREOF, the Trust has adopted this Plan as of this 19th day
of December, 1994, as revised November 20, 1997.

4
<PAGE>

AMENDED
EXHIBIT A

Dreyfus Core Value Fund (renamed Dreyfus Premier Core Value Fund
effective January 16, 1998)

Dreyfus Premier Managed Income Fund

Dreyfus Premier Limited Term High Income Fund

POWER OF ATTORNEY

The undersigned hereby constitute and appoint Elizabeth Bachman, Marie
E. Connolly, Richard W. Ingram and John E. Pelletier, and each of them, with
full power to act without the other, his or her true and lawful attorney-in-fact
and agent, with full power of substitution and resubstitution, for him or her,
and in his or her name, place and stead, in any and all capacities (until
revoked in writing) to sign any and all amendments to the Registration Statement
for The Dreyfus/Laurel Funds Trust (including post-effective amendments and
amendments thereto), and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, and each of them, full power
and authority to do and perform each and every act and thing ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or their
or his or her substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.

/s/ Ruth Marie Adams /s/ Kenneth A. Himmel
- -------------------- ---------------------
Ruth Marie Adams Kenneth A. Himmel

/s/ Francis P. Brennan /s/ Arch S. Jeffery
- ---------------------- -------------------
Francis P. Brennan Arch S. Jeffery

/s/ Joseph S. DiMartino /s/ Stephen J. Lockwood
- ----------------------- -----------------------
Joseph S. DiMartino Stephen J. Lockwood

/s/ James M. Fitzgibbons /s/ Robert D. McBride
- ------------------------ ---------------------
James M. Fitzgibbons Robert D. McBride

/s/ J. Tomlinson Fort /s/ John J. Sciullo
- --------------------- -------------------
J. Tomlinson Fort John J. Sciullo

/s/ Arthur L. Goeschel /s/ Roslyn M. Watson
- ---------------------- --------------------
Arthur L. Goeschel Roslyn M. Watson

Dated: July 31, 1996

POWER OF ATTORNEY

The undersigned hereby constitute and appoint Marie E. Connolly, Mark
Karpe, Elizabeth A. Keeley and John E. Pelletier and each of them, with full
power to act without the other, his or her true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for him or her, and
in his or her name, place and stead, in any and all capacities (until revoked in
writing) to sign any and all amendments to the Registration Statement for The
Dreyfus/Laurel Funds Trust (including post-effective amendments and amendments
thereto), and to file the same with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing ratifying and confirming all that
said attorneys-in-fact and agents or any of them, or their or his or her
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

/s/ Marie E. Connolly
---------------------
Marie E. Connolly

Dated: September 25, 1997