DREYFUS LAUREL TAX FREE MUNICIPAL FUNDS
485BPOS, 1995-05-16
Previous: STERLING SOFTWARE INC, 424B3, 1995-05-16
Next: BURLINGTON COAT FACTORY WAREHOUSE CORP, 10-Q, 1995-05-16





Registration No. 33-43845
                                                                        811-3700
                          SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C. 20549

                                      FORM N-1A
                                                                              __
     REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933                 /_/
                                                                              __
              Pre-Effective Amendment No. _____                              /_/
                                                                              __
              Pos/-Effective Amendment No.   36                              /x/
                                           ---                                __
     REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940         /x/

              Amendment No.  37
                            ---
             THE DREYFUS/LAUREL TAX-FREE MUNICIPAL FUNDS
                    (formerly The Laurel Tax-Free Municipal Funds)
     ------------------------------------------------------------------------
                  (Exact Name of Registrant as Specified in Charter)

     200 Park Avenue - 55th floor
     New York, New York 10166
     (Address of Principal Executive Office)      (ZIP Code)

     Registrant's Telephone Number, including area code: (800) 225-5267
       John E. Pelletier
       Secretary
       The Dreyfus/Laurel Tax-Free
         Municipal Funds
       200 Park Avenue - 55th floor
       New York, New York 10166
       (Name and Address of Agent for Service)


       It is proposed that this filing will become effective (check
       appropriate box):
        __                                       __
       /X/     Immediately upon filing          / /      on (date) pursuant to
               pursuant to paragraph (b)                 paragraph (b)

        __                                       __
       /_/     60 days after filing pursuant    /_/      on (date) pursuant to
               to paragraph (a)(1)                       paragraph (a)(1)

        __                                       _
       /_/     75 days after filing pursuant    /_/      on (date) pursuant to
               to paragraph (a)(2)                       paragraph (a)(2)




       If appropriate, check the following
       box:

        __
       /_ /    this post-effective amendment designates a new effective date
               for a previously filed post-effective amendment.







     The Registrant has previously filed a declaration of indefinite
     registration of its shares under the Securities Act of 1933 pursuant to
     Rule 24f-2 under the Investment Company Act of 1940.  Registrant's Rule
     24f-2 Notice for the fiscal year ended June 30, 1994, relating to Tax-Free
     Money Fund, Tax-Free Bond Fund, Massachusetts Tax-Free Money Fund and
     Massachusetts Tax-Free Bond Fund, and the period December 1, 1993 through
     June 30, 1994, relating to New York Tax-Free Money Fund, New York Tax-Free
     Bond Fund, California Tax-Free Money Fund and California Tax-Free Bond
     Fund, was filed on August 30, 1994.




            Dreyfus/Laurel Limited Term CA, MA, and NY Tax-Free Money Fund
                    Cross-Reference Sheet Pursuant to Rule 495(a)
                    ---------------------------------------------



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

           1.        Cover Page               Cover Page
           2.        Synopsis                 Expense Summary

           3.        Condensed Financial      Financial Highlights
                     Information

           4.        General Description of   Investment Objective and
                     Registrant               Policies; Further
                                              Information About The
                                              Fund
           5.        Management of the Fund   Further Information About
                                              The Funds; Management

           6.        Capital Stock and        Cover Page; Investor
                     Other Securities         Line; Distributions;
                                              Taxes;
           7.        Purchase of Securities   Expense Summary;
                     Being Offered            Alternative Purchase
                                              Methods; Special
                                              Shareholder Services; How
                                              to Invest in The
                                              Dreyfus/Laurel Funds;
                                              Distribution and Service
                                              Plans; How to Exchange
                                              Your Investment From One
                                              Fund to Another;

           8.        Redemption or            How to Redeem Shares
                     Repurchase

           9.        Pending Legal            N.A.
                     Proceedings







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

           10.       Cover Page               Cover Page
           11.       Table of Contents        Table of Contents

           12.       General Information      Management of the Trust
                     and History

           13.       Investment Objectives    Investment Policies
                     and Policies
           14.       Management of the Fund   Management of the Trust;
                                              Trustees and Officers of
                                              the Trust

           15.       Control Persons and      Management of the Trust;
                     Principal Holders of     Miscellaneous;
                     Securities
           16.       Investment Advisory      Management of the Trust;
                     and Other Services       Investment Manager;
                                              Shareholder Services

           17.       Brokerage Allocation     Investment Policies;
                     and Other Practices      Portfolio Transactions

           18.       Capital Stock and        Description of the Trust;
                     Other Securities         See Prospectus -- "Cover
                                              Page"; "How to Redeem
                                              Fund Shares"; "Further
                                              Information About The
                                              Funds; The Dreyfus/Laurel
                                              Tax-Free Municipal Funds"
           19.       Purchase, Redemption     Purchase of Shares;
                     and Pricing of           Distribution and Service
                     Securities Being         Plans; Redemption of
                     Offered                  Shares; Valuation of
                                              Shares

           20.       Tax Status               Taxes
           21.       Underwriters             Purchase of Shares;
                                              Distribution and Service
                                              Plans; Amounts Expended

           22.       Calculation of           Performance Data
                     Performance Data

           23.       Financial Statements     Financial Statements







                     THE DREYFUS/LAUREL TAX-FREE MUNICIPAL FUNDS

                         CONTENTS OF POST-EFFECTIVE AMENDMENT


     This post-effective amendment to the registration statement of The
     Dreyfus/Laurel Tax-Free Municipal Funds contains the following documents:

              Facing Sheet

              Cross-Reference Sheet

              Contents of Post-Effective Amendment

     Part A - Prospectus
              Incorporated by reference to Post-Effective
              Amendments Nos. 34 and 35.

     Part B - Statement of Additional Information
              Incorporated by reference to Post-Effective
              Amendments Nos. 34 and 35.

     Part C - Other Information
              Signature Page - The Dreyfus/Laurel Tax-Free Municipal Funds

              Exhibits






                     THE DREYFUS/LAUREL TAX-FREE MUNICIPAL FUNDS
                    (formerly The Laurel Tax-Free Municipal Funds)

                                       PART C
                                  OTHER INFORMATION

     Item 24.         Financial Statements and Exhibits
                      ---------------------------------
              (a)     Financial Statements:

              Included in Part A:

                      Financial Highlights for each of the periods indicated
                      therein.

              Included in Part B:

                      The following are incorporated by reference to the
                      Registrant's Annual Report to Shareholders (filed
                      September 8, 1994) and the Registrant's Semi Annual
                      Report for the period ending December 31, 1994:

                      -        Reports of Independent Accountants
                      -        Portfolios of Investments
                      -        Statements of Assets and Liabilities
                      -        Statements of Operations
                      -        Statements of Changes in Net Assets
                      -        Notes to Financial Statements

              (b)     Exhibits:

              1(a)    Third Amended and Restated Master Trust Agreement filed
                      January 8, 1993, incorporated by reference to
                      Post-Effective Amendment No. 22, filed on January 29,
                      1993.

              1(b)    Amendment No. 1 to the Third Amended and Restated Master
                      Trust Agreement filed on May 21, 1993, incorporated by
                      reference to Post-Effective Amendment No. 24, filed on
                      June 29, 1993.

              1(c)    Amendment No. 2 to the Third Amended and Restated Master
                      Trust Agreement filed on February 7, 1994, incorporated
                      by reference to Post-Effective Amendment No. 29, filed on
                      April 1, 1994.

              1(d)    Amendment No. 3 to the Third Amended and Restated Master
                      Trust Agreement filed on March 31, 1994, incorporated by
                      reference to Post-Effective Amendment No. 29, filed on
                      April 1, 1994.

              1(e)    Amendment No. 4 to the Third Amended and Restated Master
                      Trust Agreement.  Incorporated by reference to
                      Post-Effective Amendment No. 32, filed on December 13,
                      1994.

              1(f)    Amendment No. 5 to the Third Amended and Restated Master
                      Trust.  Incorporated by reference to Post-Effective
                      Amendment No. 32, filed on December 13, 1994.

              2       By-Laws of the Trust, incorporated by reference to the
                      Registrant's Registration Statement (No. 33-43845), filed
                      on July 3, 1985 (the "Registration Statement").

              3       Not Applicable.

              4       Specimen security.  To be filed by amendment.

              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. 29, filed on
                      April 1, 1994.

              5(b)    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. 33 filed on December 19, 1994.

              6       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.
                      33 filed on December 19, 1994.

              7       Not Applicable.

              8(a)    Custody and Fund Accounting Agreement between the
                      Registrant and Mellon Bank, N.A., dated April 4, 1994,
                      incorporated by reference to Post-Effective Amendment No.
                      29, filed on April 1, 1994.

              8(b)    Sub-Custodian Agreement between Mellon Bank, N.A. and
                      Boston Safe Deposit and Trust Company, dated April 4,
                      1994, incorporated by reference to Post-Effective
                      Amendment No. 30, filed on October 11, 1994.

              8(c)    Amendment to Custody and Fund Accounting Agreement, dated
                      August 1, 1994,incorporated by reference to
                      Post-Effective Amendment No. 30, filed on October 11,
                      1994.

              9(a)    Transfer Agent Agreement between the Registrant and
                      Boston Safe Deposit and Trust Company (currently known as
                      The Shareholder Services Group, Inc.), incorporated by
                      reference to Post-Effective Amendment No. 10, filed on
                      February 24, 1984.

              9(b)    Supplement to Transfer Agent Agreement relating to the
                      Tax-Free Bond Fund and the Massachusetts Tax-Free Bond
                      Fund, dated September 3, 1985, incorporated by reference
                      to Post-Effective Amendment No. 9, filed on November 23,
                      1987.

              9(c)    Supplement to Transfer Agent Agreement relating to the
                      California Tax-Free Money Fund, the California Tax-Free
                      Bond Fund, the New York Tax-Free Money Fund and the New
                      York Tax-Free Bond Fund, dated January 28, 1988,
                      incorporated by reference to Post-Effective Amendment No.
                      10, filed on January 28, 1988.

              9(d)    Supplement to Transfer Agent Agreement for the
                      Registrant, dated June 1, 1989, incorporated by reference
                      to Post-Effective Amendment No. 14, filed on September 5,
                      1989.

              9(e)    Supplement to Transfer Agent Agreement for the
                      Registrant, dated April 4, 1994, incorporated by
                      reference to Post-Effective Amendment No. 30, filed on
                      October 11, 1994.

              10      Opinion of counsel is incorporated by reference to the
                      Registration Statement and to Post-Effective Amendment
                      Number 34 filed on December 28, 1994.  Consent of Counsel
                      is Filed herewith.

              11(a)   Consent of Coopers & Lybrand L.L.P. is incorporated by
                      reference to Post-Effective Amendment No 36.

              11(b)   Consent of KPMG Peat Marwick LLP.  is incorporated by
                      reference to Post-Effective Amendment No 36.

              12      Not Applicable.

              13      Not Applicable.

              14      Not Applicable.

              15(a)   Restated Distribution Plan (relating to Investor Shares
                      and Class A Shares). Incorporated by reference to Post-
                      Effective Amendment No. 33 filed on December 19, 1994.

              15(b)   Distribution and Service Plans (relating to Class B
                      Shares and Class C Shares).  Incorporated by reference
                      to Post-Effective Amendment No. 33 filed on December 19,
                      1994.

              16      Performance Information, incorporated by reference to
                      Post-Effective Amendment No. 12, filed on September 1,
                      1988.

              18      Rule 18f-3 Plans dated April 26, 1995.

     Other Exhibits
     ______________

              (a)     Powers of Attorney of the Trustees and Officersdated
                      April 5, 1995 are incorporated by reference to
                      Post-Effective Amendment No. 36.

     Item 25.         Persons Controlled by or under Common Control with
                      Registrant
                      --------------------------------------------------
                      Not applicable.

     Item 26.         Number of Holders of Securities
                      -------------------------------
                      Set forth below are the number of recordholders of
                      securities of each series of the Registrant as of
                      May 10, 1995:

                                           Number of    Record Holders
     Title of Class                         Class A    Investor Class   Class R
     --------------                        ----------  --------------   -------

     Dreyfus/Laurel New York Tax-Free           N/A     179              113
       Money Fund
     Dreyfus/Laurel California Tax-Free         N/A     222              58
       Money Fund
     Dreyfus/Laurel Massachusetts Tax-Free      N/A     1,254            165
       Money Fund
     Premier Limited Term Municipal Fund        612     N/A              168
     Premier Limited Term Massachusetts         395     N/A              93
       Municipal Fund
     Premier Limited Term New York              99      N/A              18
       Municipal Fund
     Premier Limited Term California            152     N/A              50
       Municipal Fund

     Item 27.         Indemnification
                      ---------------
              Under a provision of the Registrant's Third Amended and Restated
     Master Trust Agreement ("Master Trust Agreement"), 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 when it is determined, in the manner specified
     in the Master Trust Agreement, that such Trustee or officer did not act in
     good faith in the reasonable belief that his/her actions were in or not
     opposed to the best interests of the Registrant or acted with willful
     misfeasance, bad faith, gross negligence or reckless disregard of his/her
     duties. 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 Master Trust Agreement.

     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 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.



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



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

FRANK V. CAHOUET              Chairman of the Board, President and
Director                      Chief Executive Officer:
                                   Mellon Bank Corporation
                                   One Mellon Bank Center
                                   Pittsburgh, Pennsylvania 15258;
                                   Mellon Bank, N.A.
                                   One Mellon Bank Center
                                   Pittsburgh, Pennsylvania 15258
                              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

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

LAWRENCE M. GREENE            Director:
Director                           Dreyfus America Fund

JULIAN M. SMERLING            None
Director

DAVID B. TRUMAN               Educational consultant;
Director                      Past President of the Russell Sage Foundation
                                   230 Park Avenue
                                   New York, New York 10017;
                              Past President of Mount Holyoke College
                                   South Hadley, Massachusetts 01075;

DAVID B. TRUMAN               Former Director:
(cont'd)                           Student Loan Marketing Association
                                   1055 Thomas Jefferson Street, N.W.
                                   Washington, D.C. 20006;
                              Former Trustee:
                                   College Retirement Equities Fund
                                   730 Third Avenue
                                   New York, New York 10017

HOWARD STEIN                  Chairman of the Board:
Chairman of the Board and          Dreyfus Acquisition Corporation*;
Chief Executive Officer            The Dreyfus Consumer Credit Corporation*;
                                   Dreyfus Management, Inc.*;
                                   Dreyfus Service Corporation*;
                              Chairman of the Board and Chief Executive
                              Officer:
                                   Major Trading Corporation*;
                              Director:
                                   Avnet, Inc.**;
                                   Dreyfus America Fund++++;
                                   The Dreyfus Fund International
                                   Limited+++++;
                                   World Balanced Fund+++;
                                   Dreyfus Partnership Management,
                                        Inc.*;
                                   Dreyfus Personal Management, Inc.*;
                                   Dreyfus Precious Metals, Inc.*;
                                   Dreyfus Service Organization, Inc.*;
                                   Seven Six Seven Agency, Inc.*;
                              Trustee:
                                   Corporate Property Investors
                                   New York, New York;

W. KEITH SMITH                Chairman and Chief Executive Officer:
Vice Chairman of the Board         The Boston Company
                                   One Boston Place
                                   Boston, Massachusetts 02108
                              Vice Chairman of the Board:
                                   Mellon Bank Corporation
                                   One Mellon Bank Center
                                   Pittsburgh, Pennsylvania 15258;
                                   Mellon Bank, N.A.
                                   One Mellon Bank Center
                                   Pittsburgh, Pennsylvania 15258
                              Director:
                                   Dentsply International, Inc.
                                   570 West College Avenue
                                   York, Pennsylvania 17405

ROBERT E. RILEY               Director:
President, Chief                   Dreyfus Service Corporation
Operating Officer,
and a Director


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:
                                   The Dreyfus Consumer Credit Corporation*;
                                   The Dreyfus Trust Company++'
                                   Dreyfus Service Corporation*;
                              President:
                                   The Boston Company
                                   One Boston Place
                                   Boston, Massachusetts  02108;
                                   Laurel Capital Advisors
                                   One Mellon Bank Center
                                   Pittsburgh, Pennsylvania 15258;
                                   Boston Group Holdings, Inc.
                              Executive Vice President
                                   Mellon Bank, N.A.
                                   One Mellon Bank Center
                                   Pittsburgh, Pennsylvania 15258;
                                   Boston Safe Deposit & Trust
                                   One Boston Place
                                   Boston, Massachusetts 02108

PHILIP L. TOIA                Chairman of the Board and Trust Investment
Vice Chairman-Operations      Officer:
and Administration                 The Dreyfus Trust Company+++;
                              Chairman of the Board and Chief Executive
                              Officer:
                                   Major Trading Corporation*;
                              Director:
                                   The Dreyfus Security Savings Bank F.S.B.+;
                                   Dreyfus Service Corporation*;
                                   Seven Six Seven Agency, Inc.*;
                              President and Director:
                                   Dreyfus Acquisition Corporation*;
                                   The Dreyfus Consumer Credit Corporation*;
                                   Dreyfus-Lincoln, Inc.*;
                                   Dreyfus Management, Inc.*;
                                   Dreyfus Personal Management, Inc.*;
                                   Dreyfus Partnership Management, Inc.+;
                                   Dreyfus Service Organization*;
                                   The Truepenny Corporation*;
                              Formerly, Senior Vice President:
                                   The Chase Manhattan Bank, N.A. and
                                   The Chase Manhattan Capital Markets
                                   Corporation
                                   One Chase Manhattan Plaza
                                   New York, New York 10081

PAUL H. SNYDER                Director:
Vice President-Finance             Pennsylvania Economy League
and Chief Financial                Philadelphia, Pennsylvania;
Officer                            Children's Crisis Treatment Center
                                   Philadelphia, Pennsylvania;
                                   Dreyfus Service Corporation*
                              Director and Vice President:
                                   Financial Executives Institute,
                                   Philadelphia Chapter
                                   Philadelphia, Pennsylvania

BARBARA E. CASEY              President:
Vice President-                    Dreyfus Retirement Services Division;
Dreyfus Retirement            Executive Vice President:
Services                           Boston Safe Deposit & Trust Co.
                                   One Boston Place
                                   Boston, Massachusetts 02108;

DIANE M. COFFEY               None
Vice President-
Corporate Communications

ELIE M. GENADRY               President:
Vice President-                    Institutional Services Division of Dreyfus
Institutional Sales                Service Corporation*;
                                   Broker-Dealer Division of Dreyfus Service
                                   Corporation*;
                                   Group Retirement Plans Division of Dreyfus
                                   Service Corporation;
                              Executive Vice President:
                                   Dreyfus Service Corporation*;
                                   Dreyfus Service Organization, Inc.*;
                              Vice President:
                                   The Dreyfus Trust Company++;

HENRY D. GOTTMANN             Executive Vice President:
Vice President-Retail              Dreyfus Service Corporation*;
Sales and Service             Vice President:
                                   Dreyfus Precious Metals*;

DANIEL C. MACLEAN             Director, Vice President and Secretary:
Vice President and General         Dreyfus Precious Metals, Inc.*;
Counsel                       Director and Vice President:
                                   The Dreyfus Consumer Credit Corporation*;
                              Director and Secretary:
                                   Dreyfus Partnership Management, Inc.*;
                                   Major Trading Corporation*;
                                   The Truepenny Corporation+;
                              Director:
                                   The Dreyfus Trust Company++;
                              Secretary:
                                   Seven Six Seven Agency, Inc.*;

JEFFREY N. NACHMAN            None
Vice President-Mutual Fund
Accounting

WILLIAM F. GLAVIN, JR.        Senior Vice President:
Vice President-Product             The Boston Company Advisors, Inc.
Management                         53 State Street
                                   Exchange Place
                                   Boston, Massachusetts 02109

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

MARK N. JACOBS                Vice President, Secretary and Director:
Vice President-Fund                Lion Management, Inc.*;
Legal and Compliance,         Secretary:
and Secretary                      The Dreyfus Consumer Credit Corporation*;
                                   Dreyfus Management, Inc.*;
                              Assistant Secretary:
                                   Dreyfus Service Organization, Inc.*;
                                   Major Trading Corporation*;
                                   The Truepenny Corporation*

ANDREW S. WASSER              Vice President:
Vice President-Information         Mellon Bank Corporation
Services                           One Mellon Bank Center
                                   Pittsburgh, Pennsylvania 15258

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



______________________________________

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




     Item 29.         Principal Underwriter

     (a)      Premier Mutual Fund Services, Inc. ("Premier") currently serves
     as the distributor for The Dreyfus/Laurel Tax-Free Municipal Funds.
     Premier is registered with the Securities and Exchange Commission as a
     broker-dealer and is a member of the National Association of Securities
     Dealers, Inc.  Premier is a wholly-owned subsidiary of Institutional
     Administration Services. Inc., the parent company of which is Boston
     Institutional Group, Inc.

     Premier also currently serves as the exclusive distributor or principal
     underwriter for the following investment companies:

     1)       Comstock Partners Strategy Fund, Inc.
     2)       Dreyfus A Bonds Plus, Inc.
     3)       Dreyfus Appreciation Fund, Inc.
     4)       Dreyfus Asset Allocation Fund, Inc.
     5)       Dreyfus Balanced Fund, Inc.
     6)       Dreyfus BASIC Money Market Fund, Inc.
     7)       Dreyfus BASIC Municipal Fund, Inc.
     8)       Dreyfus BASIC U.S. Government Money Market Fund
     9)       Dreyfus California Intermediate Municipal Bond Fund
     10)      Dreyfus California Tax Exempt Bond Fund, Inc.
     11)      Dreyfus California Tax Exempt Money Market Fund
     12)      Dreyfus Capital Value Fund, Inc.
     13)      Dreyfus Cash Management
     14)      Dreyfus Cash Management Plus, Inc.
     15)      Dreyfus Connecticut Intermediate Municipal Bond Fund
     16)      Dreyfus Connecticut Municipal Money Market Fund, Inc.
     17)      The Dreyfus Convertible Securities Fund, Inc.
     18)      Dreyfus Edison Electric Index Fund, Inc.
     19)      Dreyfus Florida Intermediate Municipal Bond Fund
     20)      Dreyfus Florida Municipal Money Market Fund
     21)      Dreyfus Focus Funds, Inc.
     22)      The Dreyfus Fund Incorporated
     23)      Dreyfus Global Bond Fund, Inc.
     24)      Dreyfus Global Growth, L.P. (A Strategic Fund)
     25)      Dreyfus Global Investing, Inc.
     26)      Dreyfus GNMA Fund, Inc.
     27)      Dreyfus Government Cash Management
     28)      Dreyfus Growth and Income Fund, Inc.
     29)      Dreyfus Growth Opportunity Fund, Inc.
     30)      Dreyfus Institutional Money Market Fund
     31)      Dreyfus Institutional Short Term Treasury Fund
     32)      Dreyfus Insured Municipal Bond Fund, Inc.
     33)      Dreyfus Intermediate Municipal Bond Fund, Inc.
     34)      Dreyfus International Equity Fund, Inc.
     35)      Dreyfus Investors GNMA Fund
     36)      The Dreyfus Leverage Fund, Inc.
     37)      Dreyfus Life and Annuity Index Fund, Inc.
     38)      Dreyfus Liquid Assets, Inc.
     39)      Dreyfus Massachusetts Intermediate Municipal Bond Fund
     40)      Dreyfus Massachusetts Municipal Money Market Fund
     41)      Dreyfus Massachusetts Tax Exempt Bond Fund
     42)      Dreyfus Michigan Municipal Money Market Fund, Inc.
     43)      Dreyfus Money Market Instruments, Inc.
     44)      Dreyfus Municipal Bond Fund, Inc.
     45)      Dreyfus Municipal Cash Management Plus
     46)      Dreyfus Municipal Money Market Fund, Inc.
     47)      Dreyfus New Jersey Intermediate Municipal Bond Fund
     48)      Dreyfus New Jersey Municipal Bond Fund, Inc.
     49)      Dreyfus New Jersey Municipal Money Market Fund, Inc.
     50)      Dreyfus New Leaders Fund, Inc.
     51)      Dreyfus New York Insured Tax Exempt Bond Fund
     52)      Dreyfus New York Municipal Cash Management
     53)      Dreyfus New York Tax Exempt Bond Fund, Inc.
     54)      Dreyfus New York Tax Exempt Intermediate Bond Fund
     55)      Dreyfus New York Tax Exempt Money Market Fund
     56)      Dreyfus Ohio Municipal Money Market Fund, Inc.
     57)      Dreyfus 100% U.S. Treasury Intermediate Term Fund
     58)      Dreyfus 100% U.S. Treasury Long Term Fund
     59)      Dreyfus 100% U.S. Treasury Money Market Fund
     60)      Dreyfus 100% U.S. Treasury Short Term Fund
     61)      Dreyfus Pennsylvania Intermediate Municipal Bond Fund
     62)      Dreyfus Short-Intermediate Government Fund
     63)      Dreyfus Short-Intermediate Municipal Bond Fund
     64)      Dreyfus Short-Term Income Fund, Inc.
     65)      The Dreyfus Socially Responsible Growth Fund, Inc.
     66)      Dreyfus Strategic Growth, L.P.
     67)      Dreyfus Strategic Income
     68)      Dreyfus Strategic Investing
     69)      Dreyfus Tax Exempt Cash Management
     70)      Dreyfus Treasury Cash Management
     71)      Dreyfus Treasury Prime Cash Management
     72)      Dreyfus Variable Investment Fund
     73)      Dreyfus-Wilshire Target Funds, Inc.
     74)      Dreyfus Worldwide Dollar Money Market Fund, Inc.
     75)      First Prairie Cash Management
     76)      First Prairie Diversified Asset Fund
     77)      First Prairie Money Market Fund
     78)      First Prairie Municipal Money Market Fund
     79)      First Prairie Tax Exempt Bond Fund, Inc.
     80)      First Prairie U.S. Government Income Fund
     81)      First Prairie U.S. Treasury Securities Cash Management
     82)      General California Municipal Bond Fund, Inc.
     83)      General California Municipal Money Market Fund
     84)      General Government Securities Money Market Fund, Inc.
     85)      General Money Market Fund, Inc.
     86)      General Municipal Bond Fund, Inc.
     87)      General Municipal Money Market Fund, Inc.
     88)      General New York Municipal Bond Fund, Inc.
     89)      General New York Municipal Money Market Fund
     90)      Pacific American Fund
     91)      Peoples Index Fund, Inc.
     92)      Peoples S&P MidCap Index Fund, Inc.
     93)      Premier Insured Municipal Bond Fund
     94)      Premier California Municipal Bond Fund
     95)      Premier GNMA Fund
     96)      Premier Growth Fund, Inc.
     97)      Premier Municipal Bond Fund
     98)      Premier New York Municipal Bond Fund
     99)      Premier State Municipal Bond Fund
     100)     The Dreyfus/Laurel Funds Trust
     101)     The Dreyfus/Laurel Tax-Free Municipal Funds
     102)     The Dreyfus/Laurel Investment Series

     (b)      The names of the principal executive officers of Premier together
     with their respective positions with Premier and their positions and
     offices with the Registrant, are set forth below.

 Name and Address             Position and           Position and Office(s)
                              Office(s) with         with Registrant
                              Premier

 Marie E. Connolly*           Director, President    President & Treasurer
                              & Chief Operating
                              Officer
 John E. Pelletier*           Senior Vice            Vice President &
                              President & General    Secretary
                              Counsel

 Joseph F. Tower, III*        Senior Vice            Assistant Treasurer
                              President & Chief
                              Financial Officer

 John J. Pyburn**             Vice President         Assistant Treasurer
 Jean M. O'Leary*             Assistant Secretary    N/A

 Eric B. Fischmann**          Vice President &       Vice President &
                              Associate General      Assistant Secretary
                              Counsel
 Frederic C. Dey**            Senior Vice            Vice President &
                              President              Assistant Treasurer

 Ruth D. Leibert**            Assistant Vice         Assistant Secretary
                              President

 Paul D. Furcinito**          Assistant Vice         Assistant Secretary
                              President


      *Address: Funds Distributor, Inc., Exchange Place, Boston, MA 02109.
     **Address: Premier Mutual Fund Services, Inc., 200 Park Avenue, New York,
     NY 10166.


     Item 30.         Location of Accounts and Records

     (1)      The Dreyfus/Laurel Tax-Free Municipal Funds
              144 Glenn Curtiss Boulevard
              Uniondale, NY 11556-0144

     (2)      Mellon Bank, N.A.
              c/o The Boston Company Advisers, Inc.
              4th Floor
              One Exchange Place
              Boston, MA 02109

     (3)      Mellon Bank, N.A.
              c/o The Boston Company, Inc.
              5th Floor
              One Boston Place
              Boston, MA 02108

     (4)      Mellon Bank, N.A.
              The Park Square Building
              31 St. James Avenue
              Boston, MA 02116

     (5)      The Shareholder Services Group, Inc.
              1 American Express Plaza
              Providence, RI 02903

     (6)      Mellon Bank, N.A.
              One Mellon Bank Center
              39th Floor
              Pittsburgh, PA 15258

     (7)      The Dreyfus Corporation
              200 Park Avenue
              New York, NY 10166

     Item 31.         Management Services

                      Not Applicable.

     Item 32.         Undertakings

              Registrant hereby undertakes as follows:

              (a)     Not Applicable.

              (b)     Not Applicable.

              (c)     Registrant hereby undertakes to furnish each person to
                      whom a prospectus is delivered with a copy of the
                      Registrant's latest annual report to shareholders, upon
                      request and without charge.



     SIGNATURES


              Pursuant to the requirements of the Securities Act of 1933, as
     amended, and the Investment Company Act of 1940, as amended, the
     Registrant, The Dreyfus/Laurel Tax-Free Municipal Funds (formerly The
     Laurel Tax-Free Municipal Funds), certifies that it meets all of the
     requirements for effectiveness of this Amendment to its Registration
     Statement pursuant to Rule 485(b) under the Securities Act of 1933 and has
     duly caused this Amendment to the Registration Statement to be signed on
     its behalf by the undersigned, thereunto duly authorized, all in the City
     of New York, the State of New York on the 16th day of May, 1995.


                            THE DREYFUS/LAUREL TAX-FREE MUNICIPAL FUNDS


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


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


     Signature                         Title                     Date
     ---------                         -----                     ----


     /s/Marie E. Connolly*
     ---------------------------       President, Treasurer      5/16/95
     Marie E. Connolly



     Signature                        Title                      Date
     ---------                        -----                      ----


     /s/Francis P. Brennan*
     ---------------------------       Trustee,                  5/16/95
     Francis P. Brennan                Chairman of the Board


     /s/Ruth Marie Adams*
     --------------------------        Trustee                   5/16/95
     Ruth Marie Adams


     /s/Joseph S. DiMartino*           Trustee                   5/16/95
     --------------------------
     Joseph S. DiMartino


     /s/James M. Fitzgibbons*
     ------------------------          Trustee                   5/16/95
     James M. Fitzgibbons


     /s/Kenneth A. Himmel*
     ________________________          Trustee                   5/16/95
     Kenneth A.  Himmel


     /s/Stephen J. Lockwood*
     -------------------------         Trustee                   5/16/95
     Stephen J.  Lockwood


     /s/Roslyn M. Watson*
     ------------------------          Trustee                   5/16/95
     Roslyn M. Watson


     /s/J. Tomlinson Fort*
     -----------------------           Trustee                   5/16/95
     J. Tomlinson Fort


     /s/Arthur L. Goeschel*
     ------------------------
     Arthur L. Goeschel                Trustee                   5/16/95


     /s/Arch S. Jeffery*
     -------------------------
     Arch S. Jeffery                   Trustee                   5/16/95


     /s/Robert D. McBride*
     -------------------------
     Robert D. McBride                 Trustee                   5/16/95


     /s/John L. Propst*
     --------------------------
     John L. Propst                    Trustee                   5/16/95


     /s/John J. Sciullo*
     ---------------------------
     John J. Sciullo                   Trustee                   5/16/95


* By:  /s/Eric B. Fischman
       __________________________
       Eric B. Fischman,
       Attorney-in-fact




                              THE DREYFUS FAMILY OF FUNDS
                              (Premier Family of Funds -
                       Fixed-Income Funds Included in Exhibit I)

                                    Rule 18f-3 Plan

           Rule 18f-3 under the Investment Company Act of 1940, as amended
(the "1940 Act"), requires that the Board of an investment company desiring
to offer multiple classes of shares pursuant to said Rule adopt a plan
setting forth the differences among the classes with respect to shareholder
services, distribution arrangements, expense allocations and any related
conversion features or exchange privileges.
           The Board, including a majority of the non-interested Board
members, of each of the investment companies, or series thereof, listed on
Exhibit I attached hereto (each, a "Fund") which desires to offer multiple
classes has determined that the following plan is in the best interests of
each class individually and the Fund as a whole:
           1.    Class Designation:  Fund shares shall be divided into Class
A, Class B, Class C and Class R.
           2.    Differences in Availability:  Class A shares, Class B shares
and Class C shares shall be available only to clients of banks, brokers,
dealers and other financial institutions, except that full-time or part-
time employees or directors of The Dreyfus Corporation ("Dreyfus") or any
of its affiliates or subsidiaries, Board members or a fund advised by
Dreyfus, including members of the Fund's Board, or the spouse or minor
child of any of the foregoing may purchase Class A shares directly through
the Distributor.
           Class R shares shall be sold primarily to bank trust departments
and other financial service providers 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.
           3.    Differences in Services:  Other than shareholder services
provided under the Distribution Plan for Class A shares and the Service
Plans for Class B and Class C shares, the services offered to shareholders
of each Class shall be substantially the same, except that Right of
Accumulation, Letter of Intent and Reinvestment Privilege shall be
applicable  only to holders of Class A shares.
           4.    Differences in Distribution Arrangements:  Class A shares
shall be offered with a front-end sales charge, as such term is defined in
Article III, Section 26(b), of the Rules of Fair Practice of the National
Association of Securities Dealers, Inc., and a deferred sales charge (a
"CDSC"), as such term is defined in said Section 26(b), 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.  The amount of the
sales charge and the amount of and provisions relating to the CDSC
pertaining to the Class A shares are set forth on Schedule A hereto.  Class
A shares shall be subject to a Distribution Plan adopted pursuant to Rule
12b-1 under the 1940 Act.  The Distribution Plan for Class A shares 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
Fund's Distributor for shareholder servicing activities and for activities
or expenses primarily intended to result in the sale of Class A shares.
           Class B shares shall not be subject to a front-end sales charge,
but shall be subject to a CDSC.  The amount of and provisions relating to
the CDSC are set forth on Schedule B hereto.  Class B shares shall be
subject to a Distribution Plan and Service Plan each adopted pursuant to
Rule 12b-1 under the 1940 Act.  Under the Distribution Plan for Class B
shares, the Fund pays the Distributor for distributing the Fund's Class B
shares at an aggregate annual rate of .50 of 1% of the value of the average
daily net assets of Class B.  Under the Service Plan for Class B shares,
the Fund pays Dreyfus Service Corporation or the Distributor for the
provision of certain services to the holders of Class B shares a fee at the
annual rate of .25 of 1% of the value of the average daily net assets of
Class B.
           Class C shares shall not be subject to a front-end sales charge,
but shall be subject to a CDSC.  The amount of and provisions relating to
the CDSC are set forth on Schedule C hereto.  Class C shares shall be
subject to a Distribution Plan and Service Plan each adopted pursuant to
Rule 12b-1 under the 1940 Act.  Under the Distribution Plan for Class C
shares, the Fund pays the Distributor for distributing the Fund's Class C
shares at an aggregate annual rate of .50 of 1% of the value of the average
daily net assets of Class C.  Under the Service Plan for Class C shares,
the Fund pays Dreyfus Service Corporation or the Distributor for the
provision of certain services to the holders of Class C shares a fee at the
annual rate of .25 of 1% of the value of the average daily net assets of
Class C.
           Class R shares shall not be subject to a front-end sales charge,
CDSC, distribution plan or service plan.
           5.    Expense Allocation.   The following expenses shall be
allocated on a Class-by-Class basis:  (a) fees under the Distribution Plan
and Service Plan; (b) printing and postage expenses payable by the Fund
related to preparing and distributing materials, such as proxies, to
current shareholders of a specific Class; and (c) litigation or other legal
expenses relating solely to a specific Class.
           6.    Conversion Features.  Class B shares shall automatically
convert to Class A shares after a specified period of time after the date
of purchase, based on the relative net asset value of each such Class
without the imposition of any sales charge, fee or other charge, as set
forth on Schedule D hereto.  No other Class shall be subject to any
automatic conversion feature.
           7.    Exchange Privileges.  Class A shares shall be exchangeable
only for (a) Class A shares (however the same may be named) of other funds
managed or administered by Dreyfus which, on purchases of $1 million or
more, are not subject to a front-end sales charge but which are subject to
a CDSC of shares are redeemed within two years of purchase; and (b) shares
of certain other funds, as specified from time to time.
           Class B shares shall be exchangeable only for (a) Class B shares
(however the same may be named) of other funds managed or administered by
Dreyfus with the same CDSC structure as the Fund; and (b) shares of certain
other funds, as specified from time to time.
           Class C shares shall be exchangeable only for (a) Class C shares
(however the same may be named) of other funds managed or administered by
Dreyfus with the same CDSC structure as the Fund; and (b) shares of certain
other funds, as specified from time to time.
           Class R shares shall be exchangeable only for (a) Class R shares
(however the same may be named) of other funds managed or administered by
Dreyfus; (b) shares of funds managed or administered by Dreyfus which do
not have separate share classes; and (c) shares of certain other funds, as
specified from time to time.


Dated:  April 26, 1995


                                       EXHIBIT I


           The Dreyfus/Laurel Funds, Inc. -
                 Premier Limited Term Income Fund


           The Dreyfus/Laurel Funds Trust -
                 Premier Limited Term Government Securities Fund


           The Dreyfus/Laurel Tax-Free Municipal Funds -
                 Premier Limited Term Municipal Fund
                 Premier Limited Term California Municipal Fund
                 Premier Limited Term Massachusetts Municipal Fund
                 Premier Limited Term New York Municipal Fund




                                      SCHEDULE A



Front-End Sales Charge--Class A Shares--The public offering price for Class
A shares shall be the net asset value per share of that Class plus a sales
load as shown below:

                                                   Total Sales Load
                                              --------------------------
                             As a % of        As a % of
                                               offering        net asset
                                              price per        value per
Amount of Transaction                          share             share
                                              -----------      ---------
Less than $100,000 . . . . . . . . . . . .        3.00            3.10
$100,000 to less than $250,000 . . . . . .        2.75            2.80
$250,000 to less than $500,000 . . . . . .        2.25            2.30
$500,000 to less than $1,000,000 . . . . .        2.00            2.00
$1,000,000 or more . . . . . . . . . . . .         -0-             -0-

Contingent Deferred Sales Charge--Class A Shares--A CDSC of 1% shall be
assessed at the time of redemption of Class A shares purchased without an
initial sales charge as part of an investment of at least $1,000,000 and
redeemed within two years after purchase.  The terms contained in Schedule
C pertaining to the CDSC assessed on redemptions of Class B shares (other
than the amount of the CDSC and its time periods), including the provisions
for waiving the CDSC, shall be applicable to the Class A shares subject to
a CDSC.  Letter of Intent and Right of Accumulation shall apply to such
purchases of Class A shares.



                                      SCHEDULE B


Contingent Deferred Sales Charge--Class B Shares--A CDSC payable to the
Fund's Distributor shall be imposed on any redemption of Class B shares
which reduces the current net asset value of such Class B shares to an
amount which is lower than the dollar amount of all payments by the
redeeming shareholder for the purchase of Class B shares of the Fund held
by such shareholder at the time of redemption.  No CDSC shall be imposed to
the extent that the net asset value of the Class B shares redeemed does not
exceed (i) the current net asset value of Class B shares acquired through
reinvestment of dividends or capital gain distributions, plus (ii)
increases in the net asset value of the shareholder's Class B shares above
the dollar amount of all payments for the purchase of Class B shares of the
Fund held by such shareholder at the time of redemption.

      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 net asset value rather than the purchase
price.

      In circumstances where the CDSC is imposed, the amount of the charge
shall depend on the number of years from the time the shareholder 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 shall 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:

                                        CDSC as a % of
Year Since                              Amount Invested
Purchase Payment                        or Redemption
Was Made                                   Proceeds

First. . . . . . . . . . . . . . .            3.00
Second . . . . . . . . . . . . . .            3.00
Third. . . . . . . . . . . . . . .            2.00
Fourth . . . . . . . . . . . . . .            2.00
Fifth. . . . . . . . . . . . . . .            1.00
Sixth. . . . . . . . . . . . . . .            0.00

      In determining whether a CDSC is applicable to a redemption, the
calculation shall be made in a manner that results in the lowest possible
rate.  Therefore, it shall 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
net asset value of Class B shares above the total amount of payments for
the purchase of Class B shares made during the preceding five years; then
of amounts representing the cost of shares purchased five years prior to
the redemption; and finally, of amounts representing the cost of shares
held for the longest period of time within the applicable five-year period.

Waiver of CDSC--The CDSC shall 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 Internal Revenue Code of 1986, as amended (the "Code"), of
the shareholder, (b) redemptions 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
Fund's Distributor exceeds one million dollars, (c) redemptions as a result
of a combination of any investment company with the Fund by merger,
acquisition of assets or otherwise, and (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.  Any Fund shares subject to a CDSC which were
purchased prior to the termination of such waiver shall have the CDSC
waived as provided in the Fund's prospectus at the time of the purchase of
such shares.




                                      SCHEDULE C


Contingent Deferred Sales Charge--Class C Shares--A CDSC of .75% payable to
the Fund's Distributor shall be 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 shall be the method used in calculating the CDSC
for Class B shares.  In addition, the provisions for waiving the CDSC shall
be those set forth for Class B shares.




                                      SCHEDULE D



Conversion of Class B Shares--Class B shares shall automatically convert to
Class A shares on the first Fund business day of the month in which the
sixth anniversary of the date of purchase occurs (unless otherwise
specified by the Board), based on the relative net asset values for shares
of each such Class, and shall be subject to the Distribution Plan for Class
A shares but shall no longer be subject to the Distribution Plan and
Service Plan applicable to Class B shares.  (Such conversion is subject to
suspension by the Board members if adverse tax consequences might result.)
At that time, Class B shares that have been acquired through the
reinvestment of dividends and distributions ("Dividend Shares") shall be
converted in the proportion that a shareholder's Class B shares (other than
Dividend Shares) converting to Class A shares bears to the total Class B
shares then held by the shareholder which were not acquired through the
reinvestment of dividends and distributions.


                         THE DREYFUS FAMILY OF FUNDS
                       (Funds Included in Schedule A)

                               Rule 18f-3 Plan

          Rule 18f-3 under the Investment Company Act of 1940, as amended
(the "1940 Act"), requires that the Board of an investment company desiring
to offer multiple classes of shares pursuant to said Rule adopt a plan
setting forth the differences among the classes with respect to shareholder
services, distribution arrangements, expense allocations and any related
conversion features or exchange privileges.
          The Board, including a majority of the non-interested Board
members, of each of the investment companies, or series thereof, listed on
Schedule A attached hereto (each, a "Fund") which desires to offer multiple
classes has determined that the following plan is in the best interests of
each class individually and the Fund as a whole:
          1.   Class Designation:  Fund shares shall be divided into
Investor Class and Class R.
          2.   Differences in Availability:  Investor shares shall be sold
primarily to retail investors by the Fund's Distributor and by banks,
securities brokers or dealers and other financial institutions that have
entered into a Selling Agreement with the Fund's Distributor.
          Class R shares shall be sold primarily to bank trust departments
and other financial service providers 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.
          3.   Differences in Services:  Other than shareholder services
provided under the Distribution Plan, the services offered to shareholders
of each Class shall be the same.
          4.   Differences in Distribution Arrangements:  Investor shares
shall be subject to a Distribution Plan adopted pursuant to Rule 12b-1
under the 1940 Act.  The Distribution Plan for Investor shares allows the
Fund to spend annually up to 0.25% of its average daily net assets
attributable to Investor shares to compensate Dreyfus Service Corporation,
an affiliate of The Dreyfus Corporation ("Dreyfus"), for shareholder
servicing activities, and the Fund's Distributor for shareholder servicing
activities and for activities or expenses primarily intended to result in
the sale of Investor shares.
          Class R shares shall not be subject to a Distribution Plan.
          5.   Expense Allocation.   The following expenses shall be
allocated on a Class-by-Class basis:  (a) fees under the Distribution Plan;
(b) printing and postage expenses payable by the Fund related to preparing
and distributing materials, such as proxies, to current shareholders of a
specific Class; and (c) litigation or other legal expenses relating solely
to a specific Class.
          6.   Conversion Features.  There shall be no automatic conversion
feature for either the Investor Class or Class R.
          7.   Exchange Privileges.  Investor shares shall be exchangeable
only for (a) Investor shares (however the same may be named) of other funds
managed or administered by Dreyfus; (b) Class A shares (however the same
may be named) of other funds managed or administered by Dreyfus which are
not subject to any contingent deferred sales charge; (c) shares of funds
managed or administered by Dreyfus which do not have separate share
classes; and (d) shares of certain other funds, as specified from time to
time.
          Class R shares shall be exchangeable only for (a) Class R shares
(however the same may be named) of other funds managed or administered by
Dreyfus; (b) shares of funds managed or administered by Dreyfus which do
not have separate share classes; and (c) shares of certain other funds, as
specified from time to time.

Dated:  April 26, 1995


                                 SCHEDULE A


          The Dreyfus/Laurel Funds, Inc. -
               Dreyfus Disciplined Stock Fund
               Dreyfus Disciplined Midcap Stock Fund
               Dreyfus S&P 500 Stock Index Fund
               Dreyfus Equity Income Fund
               Dreyfus European Fund
               Dreyfus Bond Market Index Fund
               Dreyfus International Equity Allocation Fund
               Dreyfus/Laurel Short-Term Government Securities
                 Fund
               Dreyfus/Laurel Prime Money Market Fund
               Dreyfus/Laurel U.S. Treasury Money Market Fund
               Dreyfus/Laurel Tax-Exempt Money Market Fund


          The Dreyfus/Laurel Funds Trust -
               Dreyfus Special Growth Fund


          The Dreyfus/Laurel Tax-Free Municipal Funds -
               Dreyfus/Laurel Massachusetts Tax-Free Money Fund
               Dreyfus/Laurel New York Tax-Free Money Fund
               Dreyfus/Laurel California Tax-Free Money Fund


          The Dreyfus/Laurel Investment Series -
               Dreyfus/Laurel Short-Term Bond Fund
               Dreyfus/Laurel Contrarian Fund






© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission