DREYFUS INTERMEDIATE MUNICIPAL BOND FUND INC
485BPOS, 1994-07-25
Previous: UNOCAL CORP, 8-K, 1994-07-25
Next: FIDELITY ADVISOR SERIES IV, 497, 1994-07-25



                                                             File No. 2-83357
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                   FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933                [X]

     Pre-Effective Amendment No.                                       [ ]
   
     Post-Effective Amendment No. 16                                   [X]
    
                                    and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940        [X]
   
     Amendment No. 16                                                  [X]
    

                       (Check appropriate box or boxes.)

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


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


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

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


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

           immediately upon filing pursuant to paragraph (b) of Rule 485
     ----
   
      x    on July 25, 1994 pursuant to paragraph (b) of Rule 485
     ----
    
           60 days after filing pursuant to paragraph (a) of Rule 485
     ----
           on   (date)   pursuant to paragraph (a) of Rule 485
     ----
   
     Registrant has registered an indefinite number of shares of its common
stock under the Securities Act of 1933 pursuant to Section 24(f) of the
Investment Company Act of 1940.  Registrant's Rule 24f-2 Notice for the
fiscal year ended May 31, 1994 was filed on July 12, 1994.
    

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


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

   1           Cover Page                                     Cover

   2           Synopsis                                       2

   3           Condensed Financial Information                2

   4           General Description of Registrant              3

   5           Management of the Fund                         9

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

   6           Capital Stock and Other Securities             18

   7           Purchase of Securities Being Offered           10

   8           Redemption or Repurchase                       14

   9           Pending Legal Proceedings                      *


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

   10          Cover Page                                     B-1

   11          Table of Contents                              B-1

   12          General Information and History                B-23

   13          Investment Objectives and Policies             B-2

   14          Management of the Fund                         B-9

   15          Control Persons and Principal                  B-12
               Holders of Securities

   16          Investment Advisory and Other                  B-13
               Services

_____________________________________

NOTE:  * Omitted since answer is negative or inapplicable.


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


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

   17          Brokerage Allocation                           B-20

   18          Capital Stock and Other Securities             B-23

   19          Purchase, Redemption and Pricing               B-14, B-15
               of Securities Being Offered

   20          Tax Status                                     *

   21          Underwriters                                   B-20

   22          Calculations of Performance Data               B-22

   23          Financial Statements                           B-32


Items in
Part C of
Form N-1A
_________

   24          Financial Statements and Exhibits              C-1

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

   26          Number of Holders of Securities                C-3

   27          Indemnification                                C-3

   28          Business and Other Connections of              C-4
               Investment Adviser

   29          Principal Underwriters                         C-30

   30          Location of Accounts and Records               C-38

   31          Management Services                            C-38

   32          Undertakings                                   C-38


_____________________________________
NOTE:  * Omitted since answer is negative or inapplicable.



                                    FOR USE BY BANKS ONLY
                                                         July 25, 1994
                 DREYFUS INTERMEDIATE MUNICIPAL BOND FUND, INC.
                 SUPPLEMENT TO PROSPECTUS DATED JULY 25, 1994
All mutual fund shares involve certain investment risks, including the
possible loss of principal.
                                                      947/stkr072594IST


 
                                                            July 25, 1994
                DREYFUS INTERMEDIATE MUNICIPAL BOND FUND, INC.
                SUPPLEMENT TO PROSPECTUS DATED JULY 25, 1994
    The following information supplements and should be read in
conjunction with the section of the Fund's Prospectus entitled
"Management of the Fund."
    The Fund's manager, The Dreyfus Corporation ("Dreyfus"), has entered
into an Agreement and Plan of Merger (the "Merger Agreement") providing
for the merger of Dreyfus with a subsidiary of Mellon Bank Corporation
("Mellon").
    Following the merger, it is planned that Dreyfus will be a direct
subsidiary of Mellon Bank, N.A. Closing of this merger is subject to a
number of contingencies, including receipt of certain regulatory approvals
and approvals of the stockholders of Dreyfus and of Mellon. The merger is
expected to occur in August 1994, but could occur significantly later.
    As a result of regulatory requirements and the terms of the Merger
Agreement, Dreyfus will seek various approvals from the Fund's
shareholders before completion of the merger. Proxy materials, approved
by the Fund's Board, recently have been mailed to Fund shareholders.
    The following information supplements and should be read in
conjunction with the section of the Fund's Prospectus entitled
"Performance Information."
    From time to time advertising materials for the Fund also may refer to
Value Line Mutual Fund Survey company ratings and related analyses
supporting the rating.
947/stkr072594



- --------------------------------------------------------------------------
   
PROSPECTUS                                                   JULY 25, 1994
    
             DREYFUS INTERMEDIATE MUNICIPAL BOND FUND, INC.
- ---------------------------------------------------------------------------
    DREYFUS INTERMEDIATE MUNICIPAL BOND FUND, INC. (THE "FUND") IS AN
OPEN-END, DIVERSIFIED, MANAGEMENT INVESTMENT COMPANY, KNOWN AS A
MUNICIPAL BOND FUND. ITS GOAL IS TO PROVIDE YOU WITH THE MAXIMUM
AMOUNT OF CURRENT INCOME EXEMPT FROM FEDERAL INCOME TAX AS IS
CONSISTENT WITH THE PRESERVATION OF CAPITAL. THE DOLLAR-WEIGHTED
AVERAGE MATURITY OF THE FUND'S PORTFOLIO RANGES BETWEEN THREE
AND TEN YEARS.
    YOU CAN INVEST, REINVEST OR REDEEM SHARES AT ANY TIME WITHOUT
CHARGE OR PENALTY.
    THE FUND PROVIDES FREE REDEMPTION CHECKS, WHICH YOU CAN USE IN
AMOUNTS OF $500 OR MORE FOR CASH OR TO PAY BILLS. YOU CONTINUE TO
EARN INCOME ON THE AMOUNT OF THE CHECK UNTIL IT CLEARS. YOU CAN
PURCHASE OR REDEEM SHARES BY TELEPHONE USING DREYFUS
TELETRANSFER.
    THE DREYFUS CORPORATION PROFESSIONALLY MANAGES THE FUND'S
PORTFOLIO.
    THIS PROSPECTUS SETS FORTH CONCISELY INFORMATION ABOUT THE
FUND THAT YOU SHOULD KNOW BEFORE INVESTING. IT SHOULD BE READ AND
RETAINED FOR FUTURE REFERENCE.
   
    PART B (ALSO KNOWN AS THE STATEMENT OF ADDITIONAL INFORMATION),
DATED JULY 25, 1994, WHICH MAY BE REVISED FROM TIME TO TIME,
PROVIDES A FURTHER DISCUSSION OF CERTAIN AREAS IN THIS PROSPECTUS
AND OTHER MATTERS WHICH MAY BE OF INTEREST TO SOME INVESTORS. IT
HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION AND IS
INCORPORATED HEREIN BY REFERENCE. FOR A FREE COPY, WRITE TO THE
FUND AT 144 GLENN CURTISS BOULEVARD, UNIONDALE, NEW YORK 11556-
0144, OR CALL 1-800-645-6561. WHEN TELEPHONING, ASK FOR OPERATOR
666.
    
   
    MUTUAL FUND SHARES ARE NOT DEPOSITS OR OBLIGATIONS OF, OR
GUARANTEED OR ENDORSED BY, ANY BANK, AND ARE NOT FEDERALLY
INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE FEDERAL
RESERVE BOARD, OR ANY OTHER AGENCY. THE NET ASSET VALUE OF MUTUAL
FUNDS OF THIS TYPE WILL FLUCTUATE FROM TIME TO TIME.
    
- -------------------------------------------------------------------------
                               TABLE OF CONTENTS
                                                               PAGE
ANNUAL FUND OPERATING EXPENSES...........................        2
CONDENSED FINANCIAL INFORMATION..........................        2
DESCRIPTION OF THE FUND..................................        3
MANAGEMENT OF THE FUND...................................       10
HOW TO BUY FUND SHARES...................................       11
SHAREHOLDER SERVICES.....................................       13
HOW TO REDEEM FUND SHARES................................       16
SHAREHOLDER SERVICES PLAN................................       18
DIVIDENDS, DISTRIBUTIONS AND TAXES.......................       18
PERFORMANCE INFORMATION..................................       20
GENERAL INFORMATION......................................       21
- -------------------------------------------------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
- -------------------------------------------------------------------------
   
                          ANNUAL FUND OPERATING EXPENSES
                   (as a percentage of average daily net assets)
Management Fees...........................................    .59%
    Other Expenses............................................    .11%
    Total Fund Operating Expenses.............................    .70%
<TABLE>
<CAPTION>
EXAMPLE:                                        1 YEAR      3 YEARS      5 YEARS      10 YEARS
    <S>                                           <C>         <C>          <C>            <C>
    You would pay the following expenses
    on a $1,000 investment, assuming
    (1) 5% annual return and (2) redemption at
    the end of each time period:                  $7          $22          $39            $87
</TABLE>
    
- -----------------------------------------------------------------------
THE AMOUNTS LISTED IN THE EXAMPLE SHOULD NOT BE CONSIDERED AS
REPRESENTATIVE OF PAST OR FUTURE EXPENSES AND ACTUAL EXPENSES
MAY BE GREATER OR LESS THAN THOSE INDICATED. MOREOVER, WHILE THE
EXAMPLE ASSUMES A 5% ANNUAL RETURN, THE FUND'S ACTUAL
PERFORMANCE WILL VARY AND MAY RESULT IN AN ACTUAL RETURN GREATER
OR LESS THAN 5%.
- ----------------------------------------------------------------------
   
    The purpose of the foregoing table is to assist you in understanding the
various costs and expenses borne by the Fund, and therefore indirectly by
investors, the payment of which will reduce investors' return on an annual
basis. The expenses noted above, without reduction pursuant to a
settlement of litigation, would be: Management Fees-.60% and Total Fund
Operating Expenses-.71%. You can purchase Fund shares without charge
directly from Dreyfus Service Corporation; you may be charged a nominal
fee if you effect transactions in Fund shares through a securities dealer,
bank or other financial institution. See "Management of the Fund" and
"Shareholder Services Plan."
    
                     CONDENSED FINANCIAL INFORMATION
    The information in the following table has been audited by Ernst &
Young, the Fund's independent auditors, whose report thereon appears in
the Statement of Additional Information. Further financial data and
related notes are included in the Statement of Additional Information,
available upon request.
                         FINANCIAL HIGHLIGHTS
    Contained below is per share operating performance data for a share of
Common Stock outstanding, total investment return, ratios to average net
assets and other supplemental data for each year indicated. This
information has been derived from information provided in the Fund's
financial statements.
   
<TABLE>
<CAPTION>
                                                                            FISCAL YEAR ENDED MAY 31,
                                       1985      1986      1987      1988      1989      1990      1991     1992    1993    1994

PER SHARE DATA:
  <S>                                <C>      <C>       <C>       <C>        <C>       <C>       <C>      <C>     <C>     <C>
  Net asset value,
   beginning of year..............   $11.84   $12.93    $13.47    $13.46     $13.36    $13.48    $13.39   $13.67  $13.96  $14.31

  INCOME FROM INVESTMENT OPERATIONS:
  Investment income-net...........     1.02     1.03       .99       .97        .97       .94       .92      .89     .81     .76
  Net realized and unrealized gain
   (loss) on investments..........     1.09      .54      (.01)     (.10)       .12      (.09)      .28      .36     .66    (.31)

   TOTAL INCOME FROM
    INVESTMENT OPERATIONS.........     2.11     1.57       .98       .87       1.09       .85      1.20     1.25   1.47      .45

  DISTRIBUTIONS:
  Dividends from investment
   income-net.....................    (1.02)   (1.03)     (.99)     (.97)      (.97)     (.94)     (.92)    (.88)  (.81)    (.76)
  Dividends from net realized
   gain on investment.............      __      __         __        __          __        __        __     (.08)  (.31)    (.16)

   TOTAL DISTRIBUTIONS............    (1.02)   (1.03)     (.99)     (.97)      (.97)     (.94)     (.92)    (.96)  (1.12)   (.92)
    Net asset value, end of year..   $12.93   $13.47    $13.46    $13.36     $13.48    $13.39    $13.67   $13.96  $14.31  $13.84

TOTAL INVESTMENT RETURN               18.55%  12.47%      7.32%     6.72%      8.48%     6.53%     9.30%    9.45%  10.88%   3.13%
RATIOS / SUPPLEMENTAL DATA:
  Ratio of expenses to
   average net assets.............      .81%    .75%       .71%      .73%       .71%      .71%      .69%     .70%    .71%    .70%
  Ratio of net investment income to
   average net assets............      9.04%   8.51%      7.78%     7.94%      7.98%     7.72%     7.53%    7.17%   5.68%   5.22%
  Decrease reflected in above expense
   ratios due to undertakings by
   The Dreyfus Corporation........      .01%     __        __         __        __        __        __       __       __      __
  Portfolio Turnover Rate.........    21.27%  34.15%    50.12%     48.98%     33.58%    39.93%    31.07%   48.03%  60.14%  36.27%
  Net Assets, end of year
   (000's omitted)...   $548,890 $919,839 $1,090,196 $1,015,084 $1,056,046 $1,113,691 $1,236,870 $1,443,687 $1,703,674 $1,724,126
</TABLE>
    
       Page 2
    Further information about the Fund's performance is contained in the
Fund's annual report, which may be obtained without charge by writing to
the address or calling the number set forth on the cover page of this
Prospectus.
                     DESCRIPTION OF THE FUND
INVESTMENT OBJECTIVE - The Fund's goal is to provide you with the
maximum amount of current income exempt from Federal income tax as is
consistent with the preservation of capital. To accomplish this goal, the
Fund invests primarily in Municipal Obligations (described below) rated A
or better by Moody's Investors Service, Inc. ("Moody's"), Standard & Poor's
Corporation ("S&P") or Fitch Investors Service, Inc. ("Fitch"). The dollar-
weighted average maturity of the Fund's portfolio ranges between three
and ten years. The Fund's investment objective cannot be changed without
approval by the holders of a majority (as defined in the Investment
Company Act of 1940) of the Fund's outstanding voting shares. There can
be no assurance that the Fund's investment objective will be achieved.
MUNICIPAL OBLIGATIONS - Municipal Obligations are debt obligations
issued by states, territories and possessions of the United States and the
District of Columbia and their political subdivisions, agencies and
instrumentalities, or multistate agencies or authorities, the interest
from which, in the opinion of bond counsel to the issuer, is exempt from
Federal income tax. Municipal Obligations generally include debt
obligations issued to obtain funds for various public purposes as well as
certain industrial development bonds issued by or on behalf of public
authorities. Municipal Obligations are classified as general obligation
bonds, revenue bonds and notes. General obligation bonds are secured by
the issuer's pledge of its faith, credit and taxing power for the payment of
principal and interest. Revenue bonds are payable from the revenue derived
from a particular facility or class of facilities or, in some cases, from
the proceeds of a special excise or other specific revenue source, but not
from the general taxing power. Tax exempt industrial development bonds,
in most cases, are revenue bonds that generally do not carry the pledge of
the credit of the issuing municipality, but generally are guaranteed by the
corporate entity on whose behalf they are issued. Notes are short-term
instruments which are obligations of the issuing municipalities or
agencies and are sold in anticipation of a bond sale, collection of taxes or
receipt of other revenues. Municipal Obligations include municipal
lease/purchase agreements which are similar to installment purchase
contracts for property or equipment issued by municipalities. Municipal
Obligations bear fixed, floating or variable rates of interest, which are
determined in some instances by formulas under which the Municipal
Obligation's interest rate will change directly or inversely to changes in
interest rates or an index, or multiples thereof, in many cases subject to
a maximum and minimum. Certain Municipal Obligations are subject to
redemption at a date earlier than their stated maturity pursuant to call
options, which may be separated from the related Municipal Obligation and
purchased and sold separately.
MANAGEMENT POLICIES - It is a fundamental policy of the Fund that it will
invest at least 80% of the value of its net assets (except when
maintaining a temporary defensive position) in Municipal Obligations. At
least 65% of the value of the Fund's net assets (except when maintaining a
temporary defensive position) will be invested in bonds and debentures.
   
    At least 80% of the value of the Fund's net assets must consist of
Municipal Obligations which, in the case of bonds, are rated no lower than
A by Moody's, S&P or Fitch. The Fund may invest up to 20% of the value of
its net assets in Municipal Obligations which, in the case of bonds, are
rated lower than A by Moody's, S&P and Fitch and as low as the lowest
rating assigned by Moody's, S&P or Fitch, but it currently is the intention
of the Fund that this portion of the Fund's portfolio be invested primarily
in Municipal Obligations which, in the case of bonds, are rated no lower
than Baa by Moody's or
          Page 3
BBB by S&P or Fitch. The Fund may invest in short-
term Municipal Obligations which are rated in the two highest rating
categories by Moody's, S&P or Fitch. See "Appendix" in the Statement of
Additional Information. Municipal Obligations rated BBB by S&P or Fitch or
Baa by Moody's are considered investment grade obligations; those rated
BBB by S&P and Fitch are regarded as having an adequate capacity to pay
principal and interest, while those rated Baa by Moody's are considered
medium grade obligations which lack outstanding investment
characteristics and have speculative characteristics. Investments rated
Ba or lower by Moody's and BB or lower by S&P and Fitch ordinarily provide
higher yields but involve greater risk because of their speculative
characteristics. The Fund may invest in Municipal Obligations rated C by
Moody's or D by S&P or Fitch, which is such rating organizations' lowest
rating and indicates that the Municipal Obligation is in default and
interest and/or repayment of principal is in arrears. See "Risk Factors-
Lower Rated Bonds" below for a further discussion of certain risks. The
Fund also may invest in securities which, while not rated, are determined
by The Dreyfus Corporation to be of comparable quality to the rated
securities in which the Fund may invest; for purposes of the 80%
requirement described in this paragraph, such unrated securities shall be
deemed to have the rating so determined. The Fund also may invest in
Taxable Investments of the quality described below.
    
    The Fund may invest more than 25% of the value of its total assets in
Municipal Obligations which are related in such a way that an economic,
business or political development or change affecting one such security
also would affect the other securities; for example, securities the
interest upon which is paid from revenues of similar types of projects, or
securities whose issuers are located in the same state. As a result, the
Fund may be subject to greater risk as compared to a fund that does not
follow this practice.
    From time to time, the Fund may invest more than 25% of the value of
its total assets in industrial development bonds which, although issued by
industrial development authorities, may be backed only by the assets and
revenues of the nongovernmental users. Interest on Municipal Obligations
(including certain industrial development bonds) which are specified
private activity bonds, as defined in the Internal Revenue Code of 1986, as
amended (the "Code"), issued after August 7, 1986, while exempt from
Federal income tax, is a preference item for the purpose of the alternative
minimum tax. Where a regulated investment company receives such
interest, a proportionate share of any exempt-interest dividend paid by
the investment company may be treated as such a preference item to
shareholders. The Fund may invest without limitation in such Municipal
Obligations if The Dreyfus Corporation determines that their purchase is
consistent with the Fund's investment objective. See "Risk Factors __
Other Investment Considerations" below.
    The Fund may purchase floating and variable rate demand notes and
bonds, which are tax exempt obligations ordinarily having stated
maturities in excess of one year, but which permit the holder to demand
payment of principal at any time, or at specified intervals. Variable rate
demand notes include master demand notes which are obligations that
permit the Fund to invest fluctuating amounts, which may change daily
without penalty, pursuant to direct arrangements between the Fund, as
lender, and the borrower. The interest rates on these obligations fluctuate
from time to time. Frequently, such obligations are secured by letters of
credit or other credit support arrangements provided by banks. Use of
letters of credit or other credit support arrangements will not adversely
affect the tax exempt status of these obligations. Because these
obligations are direct lending arrangements between the lender and
borrower, it is not contemplated that such instruments will generally be
traded, and there generally is no established secondary market for these
obligations, although they are redeemable at face value. Accordingly,
where these obligations are not secured by letters of credit or other
credit support arrangements, the Fund's right to redeem is dependent on
the ability of the borrower to pay principal and inter-
       Page 4
est on demand. Each
obligation purchased by the Fund will meet the quality criteria
established for the purchase of Municipal Obligations. The Dreyfus
Corporation, on behalf of the Fund, will consider on an ongoing basis the
creditworthiness of the issuers of the floating and variable rate demand
obligations in the Fund's portfolio. The Fund will not invest more than 15%
of the value of its net assets in floating or variable rate demand
obligations as to which the Fund cannot exercise the demand feature on
not more than seven days' notice if there is no secondary market available
for these obligations, and in other illiquid securities.
   
    The Fund may purchase from financial institutions participation
interests in Municipal Obligations (such as industrial development bonds
and municipal lease/purchase agreements). A participation interest gives
the Fund an undivided interest in the Municipal Obligation in the proportion
that the Fund's participation interest bears to the total principal amount
of the Municipal Obligation. These instruments may have fixed, floating or
variable rates of interest. If the participation interest is unrated, it will
be backed by an irrevocable letter of credit or guarantee of a bank that the
Board of Directors has determined meets the prescribed quality standards
for banks set forth below, or the payment obligation otherwise will be
collateralized by U.S. Government securities. For certain participation
interests, the Fund will have the right to demand payment, on not more
than seven days' notice, for all or any part of the Fund's participation
interest in the Municipal Obligation, plus accrued interest. As to these
instruments, the Fund intends to exercise its right to demand payment
only upon a default under the terms of its Municipal Obligation, as needed
to provide liquidity to meet redemptions, or to maintain or improve the
quality of its investment portfolio. The Fund will not invest more than
15% of the value of its net assets in participation interests that do not
have this demand feature if there is no secondary market available for
these instruments, and in other illiquid securities.
    
    The Fund may purchase custodial receipts representing the right to
receive certain future principal and interest payments on Municipal
Obligations which underlie the custodial receipts. A number of different
arrangements are possible. In a typical custodial receipt arrangement, an
issuer or a third party owner of Municipal Obligations deposits such
obligations with a custodian in exchange for two classes of custodial
receipts. The two classes have different characteristics, but, in each
case, payments on the two classes are based on payments received on the
underlying Municipal Obligations. One class has the characteristics of a
typical auction rate security, where at specified intervals its interest
rate is adjusted, and ownership changes, based on an auction mechanism.
This class's interest rate generally is expected to be below the coupon
rate of the underlying Municipal Obligations and generally is at a level
comparable to that of a Municipal Obligation of similar quality and having
a maturity equal to the period between interest rate adjustments. The
second class bears interest at a rate that exceeds the interest rate
typically borne by a security of comparable quality and maturity; this rate
also is adjusted, but in this case inversely to changes in the rate of
interest of the first class. If the interest rate on the first class exceeds
the coupon rate of the underlying Municipal Obligations, its interest rate
will exceed the rate paid on the second class. In no event will the
aggregate interest paid with respect to the two classes exceed the
interest paid by the underlying Municipal Obligations. The value of the
second class and similar securities should be expected to fluctuate more
than the value of a Municipal Obligation of comparable quality and
maturity and their purchase by the Fund should increase the volatility of
its net asset value and, thus, its price per share. These custodial receipts
are sold in private placements. The Fund also may purchase directly from
issuers, and not in a private placement, Municipal Obligations having
characteristics similar to custodial receipts. These securities may be
issued as part of a multi-class offering and the interest rate on certain
classes may be subject to a cap or floor.
          Page 5
   
    The Fund may invest up to 15% of the value of its net assets in
securities as to which a liquid trading market does not exist, provided
such investments are consistent with the Fund's investment objective.
Such securities may include securities that are not readily marketable,
such as certain securities that are subject to legal or contractual
restrictions on resale, and repurchase agreements providing for
settlement in more than seven days after notice. As to these securities,
the Fund is subject to a risk that should the Fund desire to sell them when
a ready buyer is not available at a price that the Fund deems
representative of their value, the value of the Fund's net assets could be
adversely affected. However, if a substantial market of qualified
institutional buyers develops pursuant to Rule 144A under the Securities
Act of 1933, as amended, for certain of these securities held by the Fund,
the Fund intends to treat such securities as liquid securities in
accordance with procedures approved by the Fund's Board of Directors.
Because it is not possible to predict with assurance how the market for
restricted securities pursuant to Rule 144A will develop, the Fund's Board
of Directors has directed The Dreyfus Corporation to monitor carefully the
Fund's investments in such securities with particular regard to trading
activity, availability of reliable price information and other relevant
information. To the extent that for a period of time, qualified
institutional buyers cease purchasing restricted securities pursuant to
Rule 144A, the Fund's investing in such securities may have the effect of
increasing the level of illiquidity in the Fund's portfolio during such
period.
    
    The Fund may acquire "stand-by commitments" with respect to
Municipal Obligations held in its portfolio. Under a stand-by commitment,
the Fund obligates a broker, dealer or bank to repurchase, at the Fund's
option, specified securities at a specified price and, in this respect,
stand-by commitments are comparable to put options. The exercise of a
stand-by commitment, therefore, is subject to the ability of the seller to
make payment on demand. The Fund will acquire stand-by commitments
solely to facilitate portfolio liquidity and does not intend to exercise its
rights thereunder for trading purposes. The Fund may pay for stand-by
commitments if such action is deemed necessary, thus increasing to a
degree the cost of the underlying Municipal Obligation and similarly
decreasing such security's yield to investors. The Fund also may acquire
call options on specific Municipal Obligations. The Fund generally would
purchase these call options to protect the Fund from the issuer of the
related Municipal Obligation redeeming, or other holder of the call option
from calling away, the Municipal Obligation before maturity. The sale by
the Fund of a call option that it owns on a specific Municipal Obligation
could result in the receipt of taxable income by the Fund.
   
    The Fund may purchase tender option bonds. A tender option bond is a
Municipal Obligation (generally held pursuant to a custodial arrangement)
having a relatively long maturity and bearing interest at a fixed rate
substantially higher than prevailing short-term tax exempt rates, that has
been coupled with the agreement of a third party, such as a bank, broker-
dealer or other financial institution, pursuant to which such institution
grants the security holders the option, at periodic intervals, to tender
their securities to the institution and receive the face value thereof. As
consideration for providing the option, the financial institution receives
periodic fees equal to the difference between the Municipal Obligation's
fixed coupon rate and the rate, as determined by a remarketing or similar
agent at or near the commencement of such period, that would cause the
securities, coupled with the tender option, to trade at par on the date of
such determination. Thus, after payment of this fee, the security holder
effectively holds a demand obligation that bears interest at the prevailing
short-term tax exempt rate. The Dreyfus Corporation, on behalf of the
Fund, will consider on an ongoing basis the creditworthiness of the
issuers of the underlying Municipal Obligation, of any custodian and of the
third party provider of the tender option. In certain instances and for
certain tender option bonds, the option may be terminable in the event of a
default in payment of principal or interest on the underlying Municipal
Obligations and for other reasons. The Fund will not invest
               Page 6
more than 15%
of the value of its net assets in securities that are illiquid, which would
include tender option bonds as to which it cannot exercise the tender
feature on not more than seven days' notice if there is no secondary
market available for these obligations.
    
    The Fund may invest in zero coupon securities which are debt securities
issued or sold at a discount from their face value which do not entitle the
holder to any periodic payment of interest prior to maturity or a specified
redemption date (or cash payment date). The amount of the discount varies
depending on the time remaining until maturity or cash payment date,
prevailing interest rates, liquidity of the security and perceived credit
quality of the issuer. Zero coupon securities also may take the form of
debt securities that have been stripped of their unmatured interest
coupons, the coupons themselves and receipts or certificates representing
interests in such stripped debt obligations and coupons. The market prices
of zero coupon securities generally are more volatile than the market
prices of interest-bearing securities and are likely to respond to a greater
degree to changes in interest rates than interest-bearing securities
having similar maturities and credit qualities. The Fund may invest up to
5% of its assets in zero coupon bonds which are rated below investment
grade. See "Risk Factors -Lower Rated Bonds" and "Other Investment
Considerations" below, and "Investment Objective and Management
Policies-Risk Factors-Lower Rated Bonds" and "Dividends, Distributions
and Taxes" in the Statement of Additional Information.
    From time to time, the Fund may lend securities from its portfolio to
brokers, dealers and other financial institutions needing to borrow
securities to complete certain transactions. Such loans may not exceed
331/3% of the Fund's total assets. In connection with such loans, the Fund
will receive collateral consisting of cash, U.S. Government securities or
irrevocable letters of credit which will be maintained at all times in an
amount equal to at least 100% of the current market value of the loaned
securities. The Fund can increase its income through the investment of
such collateral. The Fund continues to be entitled to payments in amounts
equal to interest or other distributions payable on the loaned security and
receives interest on the amount of the loan. Such loans will be terminable
at any time upon specified notice. The Fund might experience risk of loss
if the institutions with which it has engaged in a portfolio loan
transaction breaches its agreement with the Fund.
    From time to time, on a temporary basis other than for temporary
defensive purposes (but not to exceed 20% of the value of the Fund's net
assets) or for temporary defensive purposes, the Fund may invest in
taxable short-term investments ("Taxable Investments") consisting of:
notes of issuers having, at the time of purchase, a quality rating within
the two highest grades of Moody's, S&P or Fitch; obligations of the U.S.
Government, its agencies or instrumentalities; commercial paper rated no
lower than P-l by Moody's, A-l by S&P or F-l by Fitch; certificates of
deposit of U.S. domestic banks, including foreign branches of domestic
banks, with assets of one billion dollars or more; time deposits; bankers'
acceptances and other short-term bank obligations, and repurchase
agreements in respect of any of the foregoing. Dividends paid by the Fund
that are attributable to income earned by the Fund from Taxable
Investments will be taxable to investors. See "Dividends, Distributions
and Taxes." Except for temporary defensive purposes, at no time will more
than 20% of the value of the Fund's net assets be invested in Taxable
Investments. Under normal market conditions, the Fund anticipates that
not more than 5% of the value of its total assets will be invested in any
one category of Taxable Investments. Taxable Investments are more fully
described in the Fund's Statement of Additional Information, to which
reference hereby is made.
   
CERTAIN FUNDAMENTAL POLICIES - The Fund may (i) borrow money from
banks, but only for temporary or emergency (not leveraging) purposes, in
an amount up to 15% of the value of the Fund's total assets (including the
amount borrowed) valued at the lesser of cost or market, less liabilities
(not includ-
            Page 7
ing the amount borrowed) at the time the borrowing is made.
While borrowings exceed 5% of the value of the Fund's total assets, the
Fund will not make any additional investments; (ii) invest up to 5% of its
assets in the obligations of any issuer, except that up to 25% of the value
of the Fund's total assets may be invested, and securities issued or
guaranteed by the U.S. Government or its agencies or instrumentalities
may be purchased, without regard to any such limitation; and (iii) invest
up to 25% of its assets in the securities of issuers in any single industry,
provided that there is no such limitation on the purchase of Municipal
Obligations and, for temporary defensive purposes, securities issued by
banks and obligations issued or guaranteed by the U.S. Government, its
agencies or instrumentalities. This paragraph describes fundamental
policies that cannot be changed without approval by the holders of a
majority (as defined in the Investment Company Act of 1940) of the Fund's
outstanding voting shares. See "Investment Objective and Management
Policies-Investment Restrictions" in the Statement of Additional
Information.
    
CERTAIN ADDITIONAL NON-FUNDAMENTAL POLICIES __ The Fund may (i)
pledge, hypothecate, mortgage or otherwise encumber its assets, but only
to secure borrowings for temporary or emergency purposes; and (ii) invest
up to 15% of the value of its net assets in repurchase agreements
providing for settlement in more than seven days after notice and in other
illiquid securities (which securities could include participation interests
(including municipal lease/purchase agreements) that are not subject to
the demand feature described above, and floating and variable rate demand
obligations as to which the Fund cannot exercise the related demand
feature described above and as to which there is no secondary market).
See "Investment Objective and Management Policies __ Investment
Restrictions" in the Statement of Additional Information.
RISK FACTORS
LOWER RATED BONDS - You should carefully consider the relative risks of
investing in the higher yielding (and, therefore, higher risk) debt
securities in which the Fund may invest up to 20% of the value of its net
assets. These are bonds such as those rated Ba by Moody's or BB by S&P or
Fitch or as low as the lowest rating assigned by Moody's, S&P or Fitch.
They generally are not meant for short-term investing and may be subject
to certain risks with respect to the issuing entity and to greater market
fluctuations than certain lower yielding, higher rated fixed-income
securities. Bonds rated Ba by Moody's are judged to have speculative
elements; their future cannot be considered as well assured and often the
protection of interest and principal payments may be very moderate. Bonds
rated BB by S&P are regarded as having predominantly speculative
characteristics and, while such obligations have less near-term
vulnerability to default than other speculative grade debt, they face major
ongoing uncertainties or exposure to adverse business, financial or
economic conditions which could lead to inadequate capacity to meet
timely interest and principal payments. Bonds rated BB by Fitch are
considered speculative and the payment of principal and interest may be
affected at any time by adverse economic changes. Bonds rated C by
Moody's are regarded as having extremely poor prospects of ever attaining
any real investment standing. Bonds rated D by S&P are in default and the
payment of interest and/or repayment of principal is in arrears. Bonds
rated DDD, DD or D by Fitch are in actual or imminent default, are
extremely speculative and should be valued on the basis of their ultimate
recovery value in liquidation or reorganization of the issuer; DDD
represents the highest potential for recovery of such bonds; and D
represents the lowest potential for recovery. Such bonds, though high
yielding, are characterized by great risk. See "Appendix" in the Statement
of Additional Information for a general description of Moody's, S&P and
Fitch ratings of Municipal Obligations. The ratings of Moody's, S&P and
Fitch represent their opinions as to the quality of the Municipal
Obligations which they undertake to rate. It should be emphasized,
however, that ratings are relative and subjective and, although ratings
may be
           Page 8
useful in evaluating the safety of interest and principal payments,
they do not evaluate the market value risk of these bonds. Therefore,
although these ratings may be an initial criterion for selection of
portfolio investments, The Dreyfus Corporation also will evaluate these
securities and the ability of the issuers of such securities to pay interest
and principal. The Fund's ability to achieve its investment objective may
be more dependent on The Dreyfus Corporation's credit analysis than might
be the case for a fund that invested in higher rated securities. Once the
rating of a portfolio security has been changed, the Fund will consider all
circumstances deemed relevant in determining whether to continue to hold
the security.
    The market price and yield of bonds rated Ba or lower by Moody's and BB
or lower by S&P and Fitch are more volatile than those of higher rated
bonds. Factors adversely affecting the market price and yield of these
securities will adversely affect the Fund's net asset value. In addition,
the retail secondary market for these bonds may be less liquid than that
of higher rated bonds; adverse market conditions could make it difficult at
times for the Fund to sell certain securities or could result in lower
prices than those used in calculating the Fund's net asset value.
    The Fund may invest up to 5% of the value of its net assets in zero
coupon securities and pay-in-kind bonds (bonds which pay interest through
the issuance of additional bonds) rated Ba or lower by Moody's and BB or
lower by S&P and Fitch. These securities may be subject to greater
fluctuations in value due to changes in interest rates than interest-
bearing securities and thus may be considered more speculative than
comparably rated interest-bearing securities. See "Other Investment
Considerations" below, and "Investment Objective and Management
Policies-Risk Factors-Lower Rated Bonds" and "Dividends, Distributions
and Taxes" in the Statement of Additional Information.
OTHER INVESTMENT CONSIDERATIONS - Even though interest-bearing
securities are investments which promise a stable stream of income, the
prices of such securities are inversely affected by changes in interest
rates and, therefore, are subject to the risk of market price fluctuations.
Certain securities that may be purchased by the Fund, such as those with
interest rates that fluctuate directly or indirectly based on multiples of a
stated index, are designed to be highly sensitive to changes in interest
rates and can subject the holders thereof to extreme reductions of yield
and possibly loss of principal. The values of fixed-income securities also
may be affected by changes in the credit rating or financial condition of
the issuing entities. The Fund's net asset value generally will not be
stable and should fluctuate based upon changes in the value of the Fund's
portfolio securities. Securities in which the Fund invests may earn a
higher level of current income than certain shorter-term or higher quality
securities which generally have greater liquidity, less market risk and
less fluctuation in market value.
    New issues of Municipal Obligations usually are offered on a when-
issued basis, which means that delivery and payment for such Municipal
Obligations ordinarily take place within 45 days after the date of the
commitment to purchase. The payment obligation and the interest rate
that will be received on the Municipal Obligations are fixed at the time
the Fund enters into the commitment. The Fund will make commitments to
purchase such Municipal Obligations only with the intention of actually
acquiring the securities, but the Fund may sell these securities before the
settlement date if it is deemed advisable, although any gain realized on
such sale would be taxable. The Fund will not accrue income in respect of
a when-issued security prior to its stated delivery date. No additional
when-issued commitments will be made if more than 20% of the value of
the Fund's net assets would be so committed.
    Municipal Obligations purchased on a when-issued basis and the
securities held in the Fund's portfolio are subject to changes in value
(both generally changing in the same way, i.e., appreciating when interest
rates decline and depreciating when interest rates rise) based upon the
public's perception of the creditworthiness of the issuer and changes, real
or anticipated, in the level of interest rates. Municipal Obligations
purchased on a when-issued basis may expose the Fund to risk because
they may experience
          Page 9
such fluctuations prior to their actual delivery.
Purchasing Municipal Obligations on a when-issued basis can involve the
additional risk that the yield available in the market when the delivery
takes place actually may be higher than that obtained in the transaction
itself. A segregated account of the Fund consisting of cash, cash
equivalents or U.S. Government securities or other high quality liquid debt
securities at least equal at all times to the amount of the when-issued
commitments will be established and maintained at the Fund's custodian
bank. Purchasing Municipal Obligations on a when-issued basis when the
Fund is fully or almost fully invested may result in greater potential
fluctuation in the value of the Fund's net assets and its net asset value
per share.
   
    Federal income tax law requires the holder of a zero coupon security or
of certain pay-in-kind bonds to accrue income with respect to these
securities prior to the receipt of cash payments. To maintain its
qualification as a regulated investment company and avoid liability for
Federal income taxes, the Fund may be required to distribute such income
accrued with respect to these securities and may have to dispose of
portfolio securities under disadvantageous circumstances in order to
generate cash to satisfy these distribution requirements.
    
   
    Certain municipal lease/purchase obligations in which the Fund may
invest may contain "non-appropriation" clauses which provide that the
municipality has no obligation to make lease payments in future years
unless money is appropriated for such purpose on a yearly basis. Although
"non-appropriation" lease/purchase obligations are secured by the leased
property, disposition of the leased property in the event of foreclosure
might prove difficult. In evaluating the credit quality of a municipal
lease/purchase obligation that is unrated, The Dreyfus Corporation will
consider, on an ongoing basis, a number of factors including the likelihood
that the issuing municipality will discontinue appropriating funding for
the leased property.
    
    Certain provisions in the Code relating to the issuance of Municipal
Obligations may reduce the volume of Municipal Obligations qualifying for
Federal tax exemption. One effect of these provisions could be to increase
the cost of the Municipal Obligations available for purchase by the Fund
and thus reduce the available yield. Shareholders should consult their tax
advisers concerning the effect of these provisions on an investment in the
Fund. Proposals that may restrict or eliminate the income tax exemption
for interest on Municipal Obligations may be introduced in the future. If
any such proposal were enacted that would reduce the availability of
Municipal Obligations for investment by the Fund so as to adversely affect
Fund shareholders, the Fund would reevaluate its investment objective and
policies and submit possible changes in the Fund's structure to
shareholders for their consideration. If legislation were enacted that
would treat a type of Municipal Obligation as taxable, the Fund would treat
such security as a permissible Taxable Investment within the applicable
limits set forth herein.
    Investment decisions for the Fund are made independently from those of
other investment companies advised by The Dreyfus Corporation. However,
if such other investment companies are prepared to invest in, or desire to
dispose of, Municipal Obligations or Taxable Investments at the same time
as the Fund, available investments or opportunities for sales will be
allocated equitably to each investment company. In some cases, this
procedure may adversely affect the size of the position obtained for or
disposed of by the Fund or the price paid or received by the Fund.
                           MANAGEMENT OF THE FUND
   
    The Dreyfus Corporation, located at 200 Park Avenue, New York, New
York 10166, was formed in 1947 and serves as the Fund's investment
adviser. As of June 30, 1994, The Dreyfus Corporation managed or
administered approximately $71 billion in assets for more than 1.9
million investor accounts nationwide.
    
    The Dreyfus Corporation supervises and assists in the overall
management of the Fund's affairs under a Management Agreement with the
Fund, subject to the overall authority of the Fund's Board of
               Page 10
Directors in
accordance with Maryland law. The Fund's primary investment officer is
Monica S. Wieboldt. She has held that position since September 1987, and
has been employed by The Dreyfus Corporation since November 1983. The
Fund's other investment officers are identified under "Management of the
Fund" in the Fund's Statement of Additional Information. The Dreyfus
Corporation also provides research services for the Fund as well as for
other funds advised by The Dreyfus Corporation through a professional
staff of portfolio managers and security analysts.
   
    Under the terms of the Management Agreement, the Fund has agreed to
pay The Dreyfus Corporation a monthly fee at the annual rate of .60 of 1%
of the value of the Fund's average daily net assets. From time to time, The
Dreyfus Corporation may waive receipt of its fees and/or voluntarily
assume certain expenses of the Fund, which would have the effect of
lowering the overall expense ratio of the Fund and increasing yield to
investors at the time such amounts are waived or assumed, as the case
may be. The Fund will not pay The Dreyfus Corporation at a later time for
any amounts it may waive, nor will the Fund reimburse The Dreyfus
Corporation for any amounts it may assume. For the fiscal year ended May
31, 1994, the Fund paid The Dreyfus Corporation a monthly management
fee at the effective annual rate of .59 of 1% of the value of the Fund's
average daily net assets pursuant to a settlement of litigation.
    
    Pursuant to such settlement of litigation effective October 14, 1988,
The Dreyfus Corporation agreed, among other things, to make payments to
the Fund to reduce its management fee for a period of ten years from the
effective date of the settlement, in an amount ranging from $90,000 per
year, if the Fund's average daily net assets are in excess of $1 billion, to
$1 million per year if the Fund's average daily net assets are in excess of
$10 billion.
   
    The Dreyfus Corporation may pay Dreyfus Service Corporation for
shareholder and distribution services from The Dreyfus Corporation's own
assets, including past profits, but not including the management fee paid
by the Fund. Dreyfus Service Corporation may use part or all of such
payments to pay securities dealers or others in respect of these services.
    
    The Shareholder Services Group, Inc., a subsidiary of First Data
Corporation, P.O. Box 9671, Providence, Rhode Island 02940-9671, is the
Fund's Transfer and Dividend Disbursing Agent (the "Transfer Agent"). The
Bank of New York, 110 Washington Street, New York, New York 10286, is
the Fund's Custodian.
                         HOW TO BUY FUND SHARES
    The Fund's distributor is Dreyfus Service Corporation, a wholly-owned
subsidiary of The Dreyfus Corporation, located at 200 Park Avenue, New
York, New York 10166. The shares it distributes are not deposits or
obligations of The Dreyfus Security Savings Bank, F.S.B. and therefore are
not insured by the Federal Deposit Insurance Corporation.
   
    You can purchase Fund shares without a sales charge directly from
Dreyfus Service Corporation; you may be charged a nominal fee if you
effect transactions in Fund shares through a securities dealer, bank or
other financial institution. Stock certificates are issued only upon your
written request. No certificates are issued for fractional shares. It is not
recommended that the Fund be used as a vehicle for Keogh, IRA or other
qualified plans. The Fund reserves the right to reject any purchase order.
    
    The minimum initial investment is $2,500, or $1,000 if you are a client
of a securities dealer, bank or other financial institution which has made
an aggregate minimum initial purchase for its customers of $2,500.
Subsequent investments must be at least $100. The initial investment
must be accompanied by the Fund's Account Application. For full-time or
part-time employees of The Dreyfus Corporation or any of its affiliates or
subsidiaries, directors of The Dreyfus Corporation, Board members of a
fund advised by
               Page 11
The Dreyfus Corporation, including members of the Fund's
Board, or the spouse or minor child of any of the foregoing, the minimum
initial investment is $1,000. For full-time or part-time employees of The
Dreyfus Corporation or any of its affiliates or subsidiaries who elect to
have a portion of their pay directly deposited into their Fund account, the
minimum initial investment is $50. The Fund reserves the right to vary
further the initial and subsequent investment minimum requirements at
any time.
   
    You may purchase Fund shares by check or wire, or through the Dreyfus
TELETRANSFER Privilege described below. Checks should be made payable
to "The Dreyfus Family of Funds." Payments to open new accounts which
are mailed should be sent to The Dreyfus Family of Funds, P.O. Box 9387,
Providence, Rhode Island 02940-9387, together with your Account
Application. For subsequent investments, your Fund account number should
appear on the check and an investment slip should be enclosed and sent to
The Dreyfus Family of Funds, P.O. Box 105, Newark, New Jersey 07101-
0105. Neither initial nor subsequent investments should be made by third
party check. Purchase orders may be delivered in person only to a Dreyfus
Financial Center. THESE ORDERS WILL BE FORWARDED TO THE FUND AND
WILL BE PROCESSED ONLY UPON RECEIPT THEREBY. For the location of the
nearest Dreyfus Financial Center, please call one of the telephone numbers
listed under "General Information."
    
   
    Wire payments may be made if your bank account is in a commercial
bank that is a member of the Federal Reserve System or any other bank
having a correspondent bank in New York City. Immediately available funds
may be transmitted by wire to The Bank of New York,
DDA#8900052392/Dreyfus Intermediate Municipal Bond Fund, Inc., for
purchase of Fund shares in your name. The wire must include your Fund
account number (for new accounts, your Taxpayer Identification Number
("TIN") should be included instead), account registration and dealer
number, if applicable. If your initial purchase of Fund shares is by wire,
please call 1-800-645-6561 after completing your wire payment to
obtain your Fund account number. Please include your Fund account number
on the Fund's Account Application and promptly mail the Account
Application to the Fund, as no redemptions will be permitted until the
Account Application is received. You may obtain further information about
remitting funds in this manner from your bank. All payments should be
made in U.S. dollars and, to avoid fees and delays, should be drawn only on
U.S. banks. A charge will be imposed if any check used for investment in
your account does not clear. The Fund makes available to certain large
institutions the ability to issue purchase instructions through compatible
computer facilities.
    
    Subsequent investments also may be made by electronic transfer of
funds from an account maintained in a bank or other domestic financial
institution that is an Automated Clearing House member. You must direct
the institution to transmit immediately available funds through the
Automated Clearing House to The Bank of New York with instructions to
credit your Fund account. The instructions must specify your Fund account
registration and your Fund account number PRECEDED BY THE DIGITS
"1111."
    Fund shares are sold on a continuous basis at the net asset value per
share next determined after an order in proper form is received by the
Transfer Agent. Net asset value per share is determined as of the close of
trading on the floor of the New York Stock Exchange (currently 4:00 p.m.,
New York time), on each day the  New York Stock Exchange is open for
business. Net asset value per share is computed by dividing the value of
the Fund's net assets (i.e., the value of its assets less liabilities) by the
total number of shares outstanding. The Fund's investments are valued
each business day by an independent pricing service approved by the Board
of Directors and are valued at fair value as determined by the pricing
service. The pricing service's procedures are reviewed under the general
suspension of the Board of Directors. For further information regarding
the methods employed in valuing the Fund's investments, see
"Determination of Net Asset Value" in the Fund's Statement of Additional
Information.
    Federal regulations require that you provide a certified TIN upon
opening or reopening an account.
               Page 12
 See "Dividends, Distributions and Taxes"
and the Fund's Account Application for further information concerning this
requirement. Failure to furnish a certified TIN to the Fund could subject
you to a $50.00 penalty imposed by the Internal Revenue Service (the
"IRS").
   
DREYFUS TELETRANSFER PRIVILEGE - You may purchase Fund shares
(minimum $500, maximum $150,000 per day) by telephone if you have
checked the appropriate box and supplied the necessary information on the
Fund's Account Application or have filed a Shareholder Services Form with
the Transfer Agent. The proceeds will be transferred between the bank
account designated in one of these documents and your Fund account. Only
a bank account maintained in a domestic financial institution which is an
Automated Clearing House member may be so designated. The Fund may
modify or terminate this Privilege at any time or charge a service fee
upon notice to shareholders. No such fee currently is contemplated.
    
   
    If you have selected the Dreyfus TELETRANSFER Privilege, you may
request a Dreyfus TELETRANSFER purchase of Fund shares by telephoning
1-800-221-4060 or, if you are calling from overseas, call 1-401-455-
3306.
    
                           SHAREHOLDER SERVICES
EXCHANGE PRIVILEGE - The Exchange Privilege enables you to purchase, in
exchange for shares of the Fund, shares of certain other funds managed or
administered by The Dreyfus Corporation, to the extent such shares are
offered for sale in your state of residence. These funds have different
investment objectives which may be of interest to you. If you desire to
use this Privilege, you should consult Dreyfus Service Corporation to
determine if it is available and whether any conditions are imposed on its
use.
   
    To use this Privilege, you must give exchange instructions to the
Transfer Agent in writing, by wire or by telephone. If you have previously
established the Telephone Exchange Privilege, you may telephone exchange
instructions by calling 1-800-221-4060 or, if you are calling from
overseas, call 1-401-455-3306. See "How to Redeem Fund Shares-
Procedures." Before any exchange, you must obtain and should review a
copy of the current prospectus of the fund into which the exchange is
being made. Prospectuses may be obtained from Dreyfus Service
Corporation. Except in the case of Personal Retirement Plans, the shares
being exchanged must have a current value of at least $500; furthermore,
when establishing a new account by exchange, the shares being exchanged
must have a value of at least the minimum initial investment required for
the fund into which the exchange is being made. Telephone exchanges may
be made only if the appropriate "YES" box has been checked on the Account
Application, or a separate signed Shareholder Services Form is on file
with the Transfer Agent. Upon an exchange into a new account, the
following shareholder services and privileges, as applicable and where
available, will be automatically carried over to the fund into which the
exchange is made: Exchange Privilege, Check Redemption Privilege, Wire
Redemption Privilege, Telephone Redemption Privilege, Dreyfus
TELETRANSFER Privilege, and the dividend/capital gain distribution option
(except for Dreyfus Dividend Sweep) selected by the investor.
    
    Shares will be exchanged at the next determined net asset value;
however, a sales load may be charged with respect to exchanges into funds
sold with a sales load. If you are exchanging into a fund that charges a
sales load, you may qualify for share prices which do not include the sales
load or which reflect a reduced sales load, if the shares of the fund from
which you are exchanging were: (a) purchased with a sales load, (b)
acquired by a previous exchange from shares purchased with a sales load,
or (c) acquired through reinvestment of dividends or distributions paid
with respect to the foregoing categories of shares. To qualify, at the time
of your exchange you must notify the Transfer Agent. Any such
qualification is subject to confirmation of your holdings through a check
of appropriate records. See
                 Page 13
"Shareholder Services" in the Statement of
Additional Information. No fees currently are charged shareholders
directly in connection with exchanges, although the Fund reserves the
right, upon not less than 60 days' written notice, to charge shareholders a
nominal fee in accordance with rules promulgated by the Securities and
Exchange Commission. The Fund reserves the right to reject any exchange
request in whole or in part. The Exchange Privilege may be modified or
terminated at any time upon notice to shareholders.
    The exchange of shares of one fund for shares of another is treated for
Federal income tax purposes as a sale of the shares given in exchange by
the shareholder and, therefore, an exchanging shareholder may realize a
taxable gain or loss.
DREYFUS AUTO-EXCHANGE PRIVILEGE - Dreyfus Auto-Exchange Privilege
enables you to invest regularly (on a semi-monthly, monthly, quarterly or
annual basis), in exchange for shares of the Fund, in shares of other funds
in the Dreyfus Family of Funds of which you are currently an investor. The
amount you designate, which can be expressed either in terms of a
specific dollar or share amount ($100 minimum), will be exchanged
automatically on the first and/or fifteenth of the month according to the
schedule you have selected. Shares will be exchanged at the then-current
net asset value; however, a sales load may be charged with respect to
exchanges into funds sold with a sales load. See "Shareholder Services" in
the Statement of Additional Information. The right to exercise this
Privilege may be modified or cancelled by the Fund or the Transfer Agent.
You may modify or cancel your right to exercise this Privilege at any time
by writing to The Dreyfus Family of Funds, P.O. Box 9671, Providence,
Rhode Island 02940-9671. The Fund may charge a service fee for the use
of this Privilege. No such fee currently is contemplated. The exchange of
shares of one fund for shares of another is treated for Federal income tax
purposes as a sale of the shares given in exchange by the shareholder and,
therefore, an exchanging shareholder may realize a taxable gain or loss.
For more information concerning this Privilege and the funds in the
Dreyfus Family of Funds eligible to participate in this Privilege, or to
obtain a Dreyfus Auto-Exchange Authorization Form, please call toll free
1-800-645-6561.
   
DREYFUS-AUTOMATIC ASSET BUILDER - Dreyfus-AUTOMATIC Asset Builder
permits you to purchase Fund shares (minimum of $100 and maximum of
$150,000 per transaction) at regular intervals selected by you. Fund
shares are purchased by transferring funds from the bank account
designated by you. At your option, the bank account designated by you will
be debited in the specified amount, and Fund shares will be purchased,
once a month, on either the first or fifteenth day, or twice a month, on
both days. Only an account maintained at a domestic financial institution
which is an Automated Clearing House member may be so designated. To
establish a Dreyfus-AUTOMATIC Asset Builder account, you must file an
authorization form with the Transfer Agent. You may obtain the necessary
authorization form from Dreyfus Service Corporation. You may cancel your
participation in this Privilege or change the amount of purchase at any
time by mailing written notification to The Dreyfus Family of Funds, P.O.
Box 9671, Providence, Rhode Island 02940-9671, and the notification will
be effective three business days following receipt. The Fund may modify
or terminate this Privilege at any time or charge a service fee. No such
fee currently is contemplated.
    
DREYFUS GOVERNMENT DIRECT DEPOSIT PRIVILEGE - Dreyfus Government
Direct Deposit Privilege enables you to purchase Fund shares(minimum of
$100 and maximum of $50,000 per transaction) by having Federal salary,
Social Security, or certain veterans', military or other payments from the
Federal government automatically deposited into your Fund account. You
may deposit as much of such payments as you elect. To enroll in Dreyfus
Government Direct Deposit, you must file with the Transfer Agent a
completed Direct Deposit Sign-Up Form for each type of payment that you
desire to include in this Privilege. The appropriate form may be obtained
from Dreyfus Service Corporation. Death or legal
             Page 14
incapacity will
terminate your participation in this Privilege. You may elect at any time
to terminate your participation by notifying in writing the appropriate
Federal agency. Further, the Fund may terminate your participation upon
30 days' notice to you.
   
DREYFUS DIVIDEND OPTIONS - Dreyfus Dividend Sweep enables you to
invest automatically dividends or dividends and capital gain distributions,
if any, paid by the Fund in shares of another fund in the Dreyfus Family of
Funds of which you are a shareholder. Shares of the other fund will be
purchased at the then-current net asset value, however, a sales load may
be charged with respect to investments in shares of a fund sold with a
sales load. If you are investing in a fund that charges a sales load, you may
qualify for share prices which do not include the sales load or which
reflect a reduced sales load. If you are investing in a fund that charges a
contingent deferred sales charge, the shares purchased will be subject on
redemption to the contingent deferred sales charge, if any, applicable to
the purchased shares. See "Shareholder Services" in the Statement of
Additional Information. Dreyfus Dividend ACH permits you to transfer
electronically on the payment date dividends or dividends and capital gain
distributions, if any, from the Fund to a designated bank account. Only an
account maintained at a domestic financial institution which is an
Automated Clearing House member may be so designated. Banks may
charge a fee for this service.
    
   
    For more information concerning these privileges, or to request a
Dividend Options Form, please call toll free 1-800-645-6561. You may
cancel these privileges by mailing written notification to The Dreyfus
Family of Funds, P. O. Box 9671, Providence, Rhode Island 02940-9671. To
select a new fund after cancellation, you must submit a new Dividend
Options Form. Enrollment in or cancellation of these privileges is
effective three business days following receipt. These privileges are
available only for existing accounts and may not be used to open new
accounts. Minimum subsequent investments do not apply for Dreyfus
Dividend Sweep. The Fund may modify or terminate these privileges at any
time or charge a service fee. No such fee currently is contemplated.
    
DREYFUS PAYROLL SAVINGS PLAN - Dreyfus Payroll Savings Plan permits
you to purchase Fund shares (minimum of $100 per transaction)
automatically on a regular basis. Depending upon your employer's direct
deposit program, you may have part or all of your paycheck transferred to
your existing Dreyfus account electronically through the Automated
Clearing House system at each pay period. To establish a Dreyfus Payroll
Savings Plan account, you must file an authorization form with your
employer's payroll department. Your employer must complete the reverse
side of the form and return it to The Dreyfus Family of Funds, P.O. Box
9671, Providence, Rhode Island 02940-9671. You may obtain the necessary
authorization form from Dreyfus Service Corporation. You may change the
amount of purchase or cancel the authorization only by written
notification to your employer. It is the sole  responsibility of your
employer, not Dreyfus Service Corporation, The Dreyfus Corporation, the
Fund, the Transfer Agent or any other person, to arrange for transactions
under the Dreyfus Payroll Savings Plan. The Fund may modify or terminate
this Privilege at any time or charge a service fee. No such fee currently is
contemplated.
AUTOMATIC WITHDRAWAL PLAN - The Automatic Withdrawal Plan permits
you to request withdrawal of a specified dollar amount (minimum of $50)
on either a monthly or quarterly basis if you have a $5,000 minimum
account. An application for the Automatic Withdrawal Plan can be obtained
from Dreyfus Service Corporation. There is a service charge of 50 cents
for each withdrawal check. The Automatic Withdrawal Plan may be ended
at any time by you, the Fund or the Transfer Agent. Shares for which
certificates have been issued may not be redeemed through the Automatic
Withdrawal Plan.
          Page 15
                       HOW TO REDEEM FUND SHARES
GENERAL - You may request redemption of your shares at any time.
Redemption requests should be transmitted to the Transfer Agent as
described below. When a request is received in proper form, the Fund will
redeem the shares at the next determined net asset value.
    The Fund imposes no charges when shares are redeemed directly through
Dreyfus Service Corporation. Securities dealers, banks or other financial
institutions may charge a nominal fee for effecting redemptions of Fund
shares. Any certificates representing Fund shares being redeemed must be
submitted with the redemption request. The value of the shares redeemed
may be more or less than their original cost, depending upon the Fund's
then-current net asset value.
    The Fund ordinarily will make payment for all shares redeemed within
seven days after receipt by the Transfer Agent of a redemption request in
proper form, except as provided by the rules of the Securities and
Exchange Commission. HOWEVER, IF YOU HAVE PURCHASED FUND SHARES BY
CHECK, BY DREYFUS TELETRANSFER PRIVILEGE OR THROUGH DREYFUS-
AUTOMATIC ASSET BUILDER AND SUBSEQUENTLY SUBMIT A WRITTEN
REDEMPTION REQUEST TO THE TRANSFER AGENT, THE REDEMPTION
PROCEEDS WILL BE TRANSMITTED TO YOU PROMPTLY UPON BANK CLEARANCE
OF YOUR PURCHASE CHECK, DREYFUS TELETRANSFER PURCHASE OR
DREYFUS-AUTOMATIC ASSET BUILDER ORDER, WHICH MAY TAKE UP TO EIGHT
BUSINESS DAYS OR MORE. IN ADDITION, THE FUND WILL NOT HONOR
REDEMPTION CHECKS UNDER THE CHECK REDEMPTION PRIVILEGE, AND WILL
REJECT REQUESTS TO REDEEM SHARES BY WIRE OR TELEPHONE OR PURSUANT
TO THE DREYFUS TELETRANSFER PRIVILEGE, FOR A PERIOD OF EIGHT
BUSINESS DAYS AFTER RECEIPT BY THE TRANSFER AGENT OF THE PURCHASE
CHECK, THE DREYFUS TELETRANSFER PURCHASE OR THE DREYFUS-
AUTOMATIC ASSET BUILDER ORDER AGAINST WHICH SUCH REDEMPTION IS
REQUESTED. THESE PROCEDURES WILL NOT APPLY IF YOUR SHARES WERE
PURCHASED BY WIRE PAYMENT, OR IF YOU OTHERWISE HAVE A SUFFICIENT
COLLECTED BALANCE IN YOUR ACCOUNT TO COVER THE REDEMPTION
REQUEST. PRIOR TO THE TIME ANY REDEMPTION IS EFFECTIVE, DIVIDENDS ON
SUCH SHARES WILL ACCRUE AND BE PAYABLE,AND YOU WILL BE ENTITLED TO
EXERCISE ALL OTHER RIGHTS OF BENEFICIAL OWNERSHIP. Fund shares will
not be redeemed until the Transfer Agent has received your Account
Application.
    The Fund reserves the right to redeem your account at its option upon
not less than 45 days' written notice if your account's net asset value is
$500 or less and remains so during the notice period.
   
PROCEDURES - You may redeem shares by using the regular redemption
procedure through the Transfer Agent, the Check Redemption Privilege, the
Wire Redemption Privilege, the Telephone Redemption Privilege, or the
Dreyfus TELETRANSFER Privilege. The Fund makes available to certain
large institutions the ability to issue redemption instructions through
compatible computer facilities.
    
   
    You may redeem or exchange Fund shares by telephone if you have
checked the appropriate box on the Fund's Account Application or have
filed a Shareholder Services Form with the Transfer Agent. If you select a
telephone redemption or exchange privilege, you authorize the Transfer
Agent to act on telephone instructions from any person representing
himself or herself to be you, and reasonably believed by the Transfer
Agent to be genuine. The Fund will require the Transfer Agent to employ
reasonable procedures, such as requiring a form of personal identification,
to confirm that instructions are genuine and, if it does not follow such
procedures, the Fund or the Transfer Agent may be liable for any losses
due to unauthorized or fraudulent instructions. Neither the Fund nor the
Transfer Agent will be liable for following telephone instructions
reasonably believed to be genuine.
    
    During times of drastic economic or market conditions, you may
experience difficulty in contacting the Transfer Agent by telephone to
request a redemption or exchange of Fund shares. In such cases, you should
consider using the other redemption procedures described herein. Use of
these other
           Page 16
redemption procedures may result in your redemption request
being processed at a later time than it would have been if telephone
redemption had been used. During the delay, the Fund's net asset value may
fluctuate.
   
REGULAR REDEMPTION - Under the regular redemption procedure, you may
redeem shares by written request mailed to The Dreyfus Family of Funds,
P.O. Box 9671, Providence, Rhode Island 02940-9671. Redemption requests
may be delivered in person only to a Dreyfus Financial Center. THESE
REQUESTS WILL BE FORWARDED TO THE FUND AND WILL BE PROCESSED ONLY
UPON RECEIPT THEREBY. For the location of the nearest Dreyfus Financial
Center, please call one of the telephone numbers listed under "General
Information." Redemption requests must be signed by each shareholder,
including each owner of a joint account, and each signature must be
guaranteed. The Transfer Agent has adopted standards and procedures
pursuant to which signature-guarantees in proper form generally will be
accepted from domestic banks, brokers, dealers, credit unions, national
securities exchanges, registered securities associations, clearing
agencies and savings associations, as well as from participants in the
New York Stock Exchange Medallion Signature Program, the Securities
Transfer Agents Medallion Program ("STAMP") and the Stock Exchanges
Medallion Program. If you have any questions with respect to signature-
guarantees, please call one of the telephone numbers listed under "General
Information."
    
    Redemption proceeds of at least $1,000 will be wired to any member
bank of the Federal Reserve System in accordance with a written
signature-guaranteed request.
   
CHECK REDEMPTION PRIVILEGE - You may request on the Account
Application, Shareholder Services Form or by later written request that
the Fund provide Redemption Checks drawn on the Fund's account.
Redemption Checks may be made payable to the order of any person in the
amount of $500 or more.  Potential fluctuation in the net asset value of
the Fund shares should be considered in determining the amount of the
check. Redemption Checks should not be used to close your account.
Redemption Checks are free, but the Transfer Agent will impose a fee for
stopping payment of a Redemption Check upon your request or if the
Transfer Agent cannot honor the Redemption Check due to insufficient
funds or other valid reason. You should date your Redemption Checks with
the current date when you write them. Please do not postdate your
Redemption Checks. If you do, the Transfer Agent will honor, upon
presentment, even if presented before the date of the check, all postdated
Redemption Checks which are dated within six months of presentment for
payment, if they are otherwise in good order. Shares for which
certificates have been issued may not be redeemed by Redemption Check.
This Privilege may be modified or terminated at any time by the Fund or
the Transfer Agent upon notice to shareholders.
    
   
WIRE REDEMPTION PRIVILEGE - You may request by wire or telephone that
redemption proceeds (minimum $1,000) be wired to your account at a bank
which is a member of the Federal Reserve System, or a correspondent bank
if your bank is not a member. To establish the Wire Redemption Privilege,
you must check the appropriate box and supply the necessary information
on the Fund's Account Application or file a Shareholder Services Form
with the Transfer Agent. You may direct that redemption proceeds be paid
by check (maximum $150,000 per day) made out to the owners of record
and mailed to your address. Redemption proceeds of less than $1,000 will
be paid automatically by check. Holders of jointly registered Fund or bank
accounts may have redemption proceeds of only up to $250,000 wired
within any 30-day period. You may telephone redemption requests by
calling 1-800-221-4060 or, if you are calling from overseas, call 1-401-
455-3306. The Fund reserves the right to refuse any redemption request,
including requests made shortly after a change of address, and may limit
the amount involved or the number of such requests. This Privilege may be
modified or terminated at any time by the Transfer Agent or the Fund. The
Fund's Statement of Additional Information sets forth instructions for
transmitting redemption requests by wire. Shares for which certificates
have been issued are not eligible for this Privilege.
    
   
              Page 17
TELEPHONE REDEMPTION PRIVILEGE __ You may redeem Fund shares
(maximum $150,000 per day) by telephone if you have checked the
appropriate box on the Fund's Account Application or have filed a
Shareholder Services Form with the Transfer Agent. The redemption
proceeds will be paid by check and mailed to your address. You may
telephone redemption instructions by calling 1-800-221-4060 or, if you
are calling from overseas, call 1-401-455-3306. The Fund reserves the
right to refuse any request made by telephone, including requests made
shortly after a change of address, and may limit the amount involved or
the number of telephone redemption requests. This Privilege may be
modified or terminated at any time by the Transfer Agent or the Fund.
Shares for which certificates have been issued are not eligible for this
Privilege.
    
   
DREYFUS TELETRANSFER PRIVILEGE - You may redeem Fund shares
(minimum $500 per day) by telephone if you have checked the appropriate
box and supplied the necessary information on the Fund's Account
Application or have filed a Shareholder Services Form with the Transfer
Agent. The proceeds will be transferred between your Fund account and the
bank account designated in one of these documents. Only such an account
maintained in a domestic financial institution which is an Automated
Clearing House member may be so designated. Redemption proceeds will be
on deposit in your account at an Automated Clearing House member bank
ordinarily two days after receipt of the redemption request or, at your
request, paid by check (maximum $150,000 per day) and mailed to your
address. Holders of jointly registered Fund or bank accounts may redeem
through the Dreyfus TELETRANSFER Privilege for transfer to their bank
account only up to $250,000 within any 30-day period. The Fund reserves
the right to refuse any request made by telephone, including requests
made shortly after a change of address, and may limit the amount involved
or the number of such requests. The Fund may modify or terminate this
Privilege at any time or charge a service fee upon notice to shareholders.
No such fee currently is contemplated.
    
   
    If you have selected the Dreyfus TELETRANSFER Privilege, you may
request a Dreyfus TELETRANSFER redemption of Fund shares by telephoning
1-800-221-4060 or, if you are calling from overseas, call 1-401-455-
3306. Shares issued in certificate form are not eligible for this Privilege.
    
                       SHAREHOLDER SERVICES PLAN
   
    The Fund has adopted a Shareholder Services Plan pursuant to which the
Fund reimburses Dreyfus Service Corporation an amount not to exceed an
annual rate of .25 of 1% of the value of the Fund's average daily net assets
for certain allocated expenses of providing personal services and/or
maintaining shareholder accounts. The services provided may include
personal services relating to shareholder accounts, such as answering
shareholder inquiries regarding the Fund and providing reports and other
information, and services related to the maintenance of shareholder
accounts.
    
                DIVIDENDS, DISTRIBUTIONS AND TAXES
    The Fund ordinarily declares dividends from its net investment income
on each day the New York Stock Exchange is open for business. Fund shares
begin earning income dividends on the day following the date of purchase.
The Fund's earnings for Saturdays, Sundays and holidays are declared as
dividends on the next business day. Dividends usually are paid on the last
business day of each month and are automatically reinvested in additional
Fund shares at net asset value or, at your option, paid in cash. If you
redeem all shares in your account at any time during the month, all
dividends to which you are entitled will be paid to you along with the
proceeds of the redemption. Distributions from net realized securities
gains, if any, generally are declared and paid once a year, but the Fund may
make distributions on a more frequent basis to comply with the
distribution requirements of the Code, in all events in a manner consistent
with the provisions of the Investment Company Act of 1940. The Fund will
not make distributions from net realized securities gains unless capital
loss carryovers, if any, have been uti-
            Page 18
lized or have expired. You may choose
whether to receive distributions in cash or to reinvest in additional Fund
shares at net asset value. All expenses are accrued daily and deducted
before declaration of dividends to investors.
   
    Except for dividends from Taxable Investments, the Fund anticipates
that substantially all dividends from net investment income paid by the
Fund will not be subject to Federal income tax. Dividends derived from
Taxable Investments, together with distributions from any net realized
short-term securities gains and all or a portion of any gains realized from
the sale or other disposition of certain market discount bonds, are subject
to Federal income tax as ordinary income whether or not reinvested. No
dividend paid by the Fund will qualify for the dividends received deduction
allowable to certain U.S. corporations. Distributions from net realized
long-term securities gains of the Fund generally are taxable as long-term
capital gains for Federal income tax purposes if you are a citizen or
resident of the United States. The Code provides that the net capital gain
of an individual generally will not be subject to Federal income tax at a
rate in excess of 28%. Under the Code, interest on indebtedness incurred or
continued to purchase or carry Fund shares which is deemed to relate to
exempt-interest dividends is not deductible. Dividends and distributions
may be subject to state and local taxes.
    
    Although all or a substantial portion of the dividends paid by the Fund
may be excluded by shareholders of the Fund from their gross income for
Federal income tax purposes, the Fund may purchase specified private
activity bonds, the interest from which may be (i) a preference item for
purposes of the alternative minimum tax, (ii) a component of the
"adjusted current earnings" preference item for purposes of the corporate
alternative minimum tax as well as a component in computing the
corporate environmental tax or (iii) a factor in determining the extent to
which a shareholder's Social Security benefits are taxable. If the Fund
purchases such securities, the portion of the Fund's dividends related
thereto will not necessarily be tax exempt to an investor who is subject
to the alternative minimum tax and/or tax on Social Security benefits and
may cause an investor to be subject to such taxes.
   
    Taxable dividends derived from net investment income, together with
distributions from net realized short-term securities gains and all or a
portion of any gains realized from the sale or other disposition of certain
market discount bonds, paid by the Fund to a foreign investor generally are
subject to U.S. nonresident withholding taxes at the rate of 30%, unless
the foreign investor claims the benefit of a lower rate specified in a tax
treaty. Distributions from net realized long-term securities gains paid by
the Fund to a foreign investor as well as the proceeds of any redemptions
from a foreign investor's account, regardless of the extent to which gain
or loss may be realized, generally will not be subject to U.S. nonresident
withholding tax. However, such distributions may be subject to backup
withholding, as described below, unless the foreign investor certifies his
non-U.S. residency status.
    
    Notice as to the tax status of your dividends and distributions will be
mailed to you annually. You also will receive periodic summaries of your
account which will include information as to dividends and distributions
from securities gains, if any, paid during the year. These statements set
forth the dollar amount of income exempt from Federal tax and the dollar
amount, if any, subject to Federal tax. These dollar amounts will vary
depending on the size and length of time of your investment in the Fund. If
the Fund pays dividends derived from taxable income, it intends to
designate as taxable the same percentage of the day's dividend as the
actual taxable income earned on that day bears to total income earned on
that day. Thus, the percentage of the dividend designated as taxable, if
any, may vary from day to day.
    Federal regulations generally require the Fund to withhold ("backup
withholding") and remit to the U.S. Treasury 31% of taxable dividends,
distributions from net realized securities gains and the proceeds of any
redemption, regardless of the extent to which gain or loss may be
realized, paid to a shareholder if such shareholder fails to certify either
that the TIN furnished in connection with opening an
              Page 19
account is correct, or
that such shareholder has not received notice from the IRS of being
subject to backup withholding as a result of a failure to properly report
taxable dividend or interest income on a Federal income tax return.
Furthermore, the IRS may notify the Fund to institute backup withholding
if the IRS determines as shareholder's TIN is incorrect or if a shareholder
has failed to properly report taxable dividend and interest income on a
Federal income tax return.
    A TIN is either the Social Security number or employer identification
number of the record owner of the account. Any tax withheld as a result of
backup withholding does not constitute an additional tax imposed on the
record owner of the account, and may be claimed as a credit on the record
owner's Federal income tax return.
   
    Management of the Fund believes that the Fund has qualified for the
fiscal year ended May 31, 1994 as a "regulated investment company"
under the Code. The Fund intends to continue to so qualify if such
qualification is in the best interests of its shareholders. Such
qualification relieves the Fund of any liability for Federal income taxes to
the extent its earnings are distributed in accordance with applicable
provisions of the Code. The Fund is subject to a non-deductible 4% excise
tax, measured with respect to certain undistributed amounts of taxable
investment income and capital gains.
    
    You should consult your tax adviser regarding specific questions as to
Federal, state or local taxes.
                          PERFORMANCE INFORMATION
    For purposes of advertising, performance may be calculated on several
bases, including current yield, tax equivalent yield, average annual total
return and/or total return.
    Current yield refers to the Fund's annualized net investment income per
share over a 30-day period, expressed as a percentage of the net asset
value per share at the end of the period. For purposes of calculating
current yield, the amount of net investment income per share during that
30-day period, computed in accordance with regulatory requirements, is
compounded by assuming that it is reinvested at a constant rate over a
six-month period. An identical result is then assumed to have occurred
during a second six-month period which, when added to the result of the
first six months, provides an "annualized" yield for an entire one-year
period. Calculations of the Fund's current yield may reflect absorbed
expenses pursuant to any undertaking that may be in effect. See
"Management of the Fund."
    Tax equivalent yield is calculated by determining the pre-tax yield
which, after being taxed at a stated rate, would be equivalent to a stated
current yield calculated as described above.
    Average annual total return is calculated pursuant to a standardized
formula which assumes that an investment in the Fund was purchased
with an initial payment of $1,000 and that the investment was redeemed
at the end of a stated period of time, after giving effect to the
reinvestment of dividends and distributions during the period. The return
is expressed as a percentage rate which, if applied on a compounded
annual basis, would result in the redeemable value of the investment at
the end of the period. Advertisements of the Fund's performance will
include the Fund's average annual total return for one, five and ten year
periods.
    Total return is computed on a per share basis and assumes the
reinvestment of dividends and distributions. Total return generally is
expressed as a percentage rate which is calculated by combining the
income and principal changes for a specified period and dividing by the net
asset value per share at the beginning of the period. Advertisements may
include the percentage rate of total return or may include the value of a
hypothetical investment at the end of the period which assumes the
application of the percentage rate of total return.
    Performance will vary from time to time and past results are not
necessarily representative of future results. You should remember that
performance is a function of portfolio management in selecting the
              Page 20
type
and quality of portfolio securities and is affected by operating expenses.
Performance information, such as that described above, may not provide a
basis for comparison with other investments or other investment
companies using a different method of calculating performance.
    Comparative performance information may be used from time to time in
advertising or marketing the Fund's shares, including data from CDA
Investment Technologies, Inc., Lipper Analytical Services, Inc., Moody's
Bond Survey Bond Index, Lehman Brothers Municipal Bond Index,
Morningstar, Inc. and other industry publications. The Fund's yield
generally should be higher than money market funds (the Fund, however,
does not seek to maintain a stabilized price per share and may not be able
to return an investor's principal), and its price per share should fluctuate
less than long-term bond funds (which generally have somewhat higher
yields).
                          GENERAL INFORMATION
    The Fund was incorporated under Maryland law on April 21, 1983, and
commenced operations on August 11, 1983. On September 11, 1990, the
Fund changed its name from Dreyfus Intermediate Tax Exempt Bond Fund,
Inc. to Dreyfus Intermediate Municipal Bond Fund, Inc. The Fund is
authorized to issue 300 million shares of Common Stock, par value $.01
per share. Each share has one vote.
   
    
    Unless otherwise required by the Investment Company Act of 1940,
ordinarily it will not be necessary for the Fund to hold annual meetings of
shareholders. As a result, Fund shareholders may not consider each year
the election of Directors or the appointment of auditors. However,
pursuant to the Fund's By-Laws, the holders of at least 10% of the shares
outstanding and entitled to vote may require the Fund to hold a special
meeting of shareholders for purposes of removing a Director from office
and the holders of at least 25% of such shares may require the Fund to
hold a special meeting of shareholders for any other purpose. Fund
shareholders may remove a Director by the affirmative vote of a majority
of the Fund's outstanding voting shares. In addition, the Board of Directors
will call a meeting of shareholders for the purpose of electing Directors
if, at any time, less than a majority of the Directors then holding office
have been elected by shareholders.
    The Transfer Agent maintains a record of your ownership and sends you
confirmations and statements of account.
   
    Shareholder inquiries may be made by writing to the Fund at 144 Glenn
Curtiss Boulevard, Uniondale, New York 11556-0144, or by calling toll
free 1-800-645-6561. In New York City, call 1-718-895-1206; on Long Island,
call 794-5452.
    
    NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE
ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS AND IN THE
FUND'S OFFICIAL SALES LITERATURE IN CONNECTION WITH THE OFFER OF THE FUND'S
SHARES, AND, IF GIVEN OR MADE, SUCH OTHER INFORMATION OR REPRESENTATIONS
MAY NOT BE RELIED UPON AS HAVING BEEN AUTHORUIZED BY THE FUND. THIS
PROSPECTUS DOES NOT CONSTITUTE AN OFFER IN ANY STATE IN WHICH, OR TO ANY
PERSON TO WHOM, SUCH OFFERING MAY NOT LAWFULLY BE MADE.
       Page 21
DREYFUS
INTERMEDIATE
MUNICIPAL
BOND FUND, INC.
PROSPECTUS
(LION LOGO)
(COPYRIGHT LOGO) DREYFUS SERVICE CORPORATION, 1994
DISTRIBUTOR





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

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

                              TABLE OF CONTENTS
                                                                Page

Investment Objective and Management Policies. . . . . . . . . . B-2
Management of the Fund. . . . . . . . . . . . . . . . . . . . . B-9
Management Agreement. . . . . . . . . . . . . . . . . . . . . . B-12
Shareholder Services Plan . . . . . . . . . . . . . . . . . . . B-14
Purchase of Fund Shares . . . . . . . . . . . . . . . . . . . . B-14
Redemption of Fund Shares . . . . . . . . . . . . . . . . . . . B-15
Shareholder Services. . . . . . . . . . . . . . . . . . . . . . B-18
Determination of Net Asset Value. . . . . . . . . . . . . . . . B-20
Portfolio Transactions. . . . . . . . . . . . . . . . . . . . . B-20
Dividends, Distributions and Taxes. . . . . . . . . . . . . . . B-21
Performance Information . . . . . . . . . . . . . . . . . . . . B-22
Information About the Fund. . . . . . . . . . . . . . . . . . . B-23
Custodian, Transfer and Dividend Disbursing Agent,
     Counsel and Independent Auditors . . . . . . . . . . . . . B-23
Appendix. . . . . . . . . . . . . . . . . . . . . . . . . . . . B-25
Financial Statements. . . . . . . . . . . . . . . . . . . . . . B-33
Report of Independent Auditors. . . . . . . . . . . . . . . . . B-50


                INVESTMENT OBJECTIVE AND MANAGEMENT POLICIES

     The following information supplements and should be read in
conjunction with the section in the Fund's Prospectus entitled
"Description of the Fund."
   
     The average distribution of investments (at value) in Municipal
Obligations (including notes) by ratings for the fiscal year ended May 31,
1994, computed on a monthly basis, was as follows:
    
   
Fitch Investors   Moody's Investors Standard & Poor's
Service, Inc.       Service, Inc.      Corporation    Percent of
   ("Fitch")   or    ("Moody's")           or           ("S&P")
    Value

     AAA               Aaa                 AAA           34.3%
     AA                Aa                  AA            19.3
     A                 A                   A             26.6
     BBB               Baa                 BBB           11.1
     F-1               VMIG 1/MIG 1, P-1   SP-1, A-1      1.5(1)
     Not Rated         Not Rated           Not Rated      7.2(2)
                                                        100.0%

    
   
______________________________________
     (1)       Includes tax exempt notes rated in one of the two highest
               rating categories by Moody's, S&P or Fitch.  These
               securities, together with Municipal Obligations rated Baa
               or better by Moody's or BBB or better by S&P or Fitch, are
               taken into account at the time of a purchase for purposes
               of determining that the Fund's portfolio meeting the 80%
               minimum quality standard discussed in the Fund's
               Prospectus.
    
   
     (2)       Included in the Not Rated category are securities
               comprising 4.7% of the value of the Fund's market value
               which, while not rated, have been determined by the Manager
               to be of comparable quality to securities in the following
               categories:  Aaa/AAA (.7%), A/A (1.6%), Baa/BBB (2.1%),
               Ba/BB (.1%) and F-1/VMIG1, MIG1, P-1, SP-1, A1 (.2%).
    
     Municipal Obligations.  The term "Municipal Obligations" generally
includes debt  obligations issued to obtain funds for various public
purposes, including the construction of a wide range of public facilities
such as airports, bridges, highways, housing, hospitals, mass
transportation, schools, streets and water and sewer works.  Other public
purposes for which Municipal Obligations may be issued include refunding
outstanding obligations, obtaining funds for general operating expenses
and lending such funds to other public institutions and facilities.  In
addition, certain types of industrial development bonds are issued by or
on behalf of public authorities to obtain funds to provide for the
construction, equipment, repair or improvement of privately operated
housing facilities, sports facilities, convention or trade show
facilities, airport, mass transit, industrial, port or parking facilities,
air or water pollution control facilities and certain local facilities for
water supply, gas, electricity, or sewage or solid waste disposal; the
interest paid on such obligations may be exempt from Federal income tax,
although current tax laws place substantial limitations on the size of
such issues.  Such obligations are considered to be Municipal Obligations
if the interest paid thereon qualifies as exempt from Federal income tax
in the opinion of bond counsel to the issuer.  There are, of course,
variations in the security of Municipal Obligations, both within a
particular classification and between classifications.

     Floating and variable rate demand notes and bonds are tax exempt
obligations ordinarily having stated maturities in excess of one year, but
which permit the holder to demand payment of principal at any time, or at
specified intervals.  The issuer of such obligations ordinarily has a
corresponding right, after a given period, to prepay in its discretion the
outstanding principal amount of the obligations plus accrued interest upon
a specified number of days' notice to the holders thereof.  The interest
rate on a floating rate demand obligation is based on a known lending
rate, such as a bank's prime rate, and is adjusted automatically each time
such rate is adjusted.  The interest rate on a variable rate demand
obligation is adjusted automatically at specified intervals.
   
     For the purpose of diversification under the Investment Company Act
of 1940, as amended (the "Act"), the identification of the issuer of
Municipal Obligations depends on the terms and conditions of the security.
When the assets and revenues of an agency, authority, instrumentality or
other political subdivision are separate from those of the government
creating the subdivision and the security is backed only by the assets and
revenues of the subdivision, such subdivision would be deemed to be the
sole issuer.  Similarly, in the case of an industrial development bond, if
that bond is backed only by the assets and revenues of the
non-governmental user, then such non-governmental user would be deemed to
be the sole issuer.  If, however, in either case, the creating government
or some other entity guarantees a security, such a guaranty would be
considered a separate security and will be treated as an issue of such
government or other entity.
    
     The yields on Municipal Obligations are dependent on a variety of
factors, including general economic and monetary conditions, money market
factors, conditions in the Municipal Obligations market, size of a
particular offering, maturity of the obligation and rating of the issue.
The imposition of the Fund's management fee, as well as other operating
expenses, will have the effect of reducing the yield to investors.
   
     Municipal lease obligations or installment purchase contract
obligations (collectively, "lease obligations") have special risks not
ordinarily associated with Municipal Obligations.  Although lease
obligations do not constitute general obligations of the municipality for
which the municipality's taxing power is pledged, a lease obligation
ordinarily is backed by the municipality's covenant to budget for,
appropriate and make the payments due under the lease obligation.
However, certain lease obligations contain "non-appropriation" clauses
which provide that the municipality has no obligation to make lease or
installment purchase payments in future years unless money is appropriated
for such purpose on a yearly basis.  Although "non-appropriation" lease
obligations are secured by the leased property, disposition of the
property in the event of foreclosure might prove difficult.  The staff of
the Securities and Exchange Commission currently considers certain lease
obligations to be illiquid.  Determination as to the liquidity of such
securities is made in accordance with guidelines established by the Fund's
Board.  Pursuant to such guidelines, the Board has directed the Manager to
monitor carefully the Fund's investment in such securities with particular
regard to  (1) the frequency of trades and quotes for the lease
obligation; (2) the number of dealers willing to purchase or sell the
lease obligation and the number of the potential buyers; (3) the
willingness of dealers to undertake to make a market in the lease
obligation; (4) the nature of the marketplace trades including the time
needed to dispose of the mechanics of transfer; and (5) such other factors
concerning the trading market for the lease obligation as the Manager may
deem relevant.  In addition, in evaluating the liquidity and credit
quality of a lease obligation that is unrated, the Fund's Board has
directed the Manager to consider (a) whether the lease can be cancelled;
(b) what assurance there is that the assets represented by the lease can
be sold; (c) the strength of the lessee's general credit (e.g., its debt,
administrative, economic, and financial characteristics); (d) the
likelihood that the municipality will discontinue appropriating funding
for the leased property because the property is no longer deemed essential
to the operations of the municipality (e.g., the potential for an "event
of nonappropriation"); (e) the legal recourse in the event of failure to
appropriate; and (f) such other factors concerning credit quality as the
Manager may deem relevant.  The Fund will not invest more than 15% of the
value of its net assets in illiquid securities.  See "Investment
Restriction No. 13" below.
    
     The Fund will purchase tender option bonds only when it is satisfied
that the custodial and tender option arrangements, including the fee
payment arrangements, will not adversely affect the tax exempt status of
the underlying Municipal Obligations and that payment of any tender fees
will not have the effect of creating taxable income for the Fund.  Based
on the tender option bond agreement, the Fund expects to be able to value
the tender option bond at par; however, the value of the instrument will
be monitored to assure that it is valued at fair value.

     Ratings of Municipal Obligations.  Subsequent to its purchase by the
Fund, an issue of rated Municipal Obligations may cease to be rated or its
rating may be reduced below the minimum required for purchase by the Fund.
Neither event will require the sale of such Municipal Obligations by the
Fund, but the Manager will consider such event in determining whether the
Fund should continue to hold the Municipal Obligations.  To the extent
that the ratings given by Moody's, S&P or Fitch for Municipal Obligations
may change as a result of changes in such organizations or their rating
systems, the Fund will attempt to use comparable ratings as standards for
its investments in accordance with the investment policies contained in
the Fund's Prospectus and this Statement of Additional Information.  The
ratings of Moody's, S&P and Fitch represent their opinions as to the
quality of the Municipal Obligations which they undertake to rate.  It
should be emphasized, however, that ratings are relative and subjective
and are not absolute standards of quality.  Although these ratings may be
an initial criterion for selection of portfolio investments, the Manager
also will evaluate these securities.

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

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

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

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

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

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

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

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


     Risk Factors--Lower Rated Bonds.  The Fund is permitted to invest in
securities rated below Baa by Moody's and below BBB by S&P and Fitch.
Such bonds, though higher yielding, are characterized by risk.  See in the
Prospectus "Description of the Fund--Risk Factors--Lower Rated Bonds" for
a discussion of certain risks and "Appendix" for a general description of
Moody's, S&P and Fitch ratings of Municipal Obligations.  Although ratings
may be useful in evaluating the safety of interest and principal payments,
they do not evaluate the market value risk of these bonds.  The Fund will
rely on the Manager's judgment, analysis and experience in evaluating the
creditworthiness of an issuer.  In this evaluation, the Manager will take
into consideration, among other things, the issuer's financial resources,
its sensitivity to economic conditions and trends, the quality of the
issuer's management and regulatory matters.  It also is possible that a
rating agency might not timely change the rating on a particular issue to
reflect subsequent events.  As stated above, once the rating of a bond in
the Fund's portfolio has been changed, the Manager will consider all
circumstances deemed relevant in determining whether the Fund should
continue to hold the bond.

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

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

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

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

     Lower rated zero coupon securities, in which the Fund may invest up
to 5% of its total assets, involve special considerations.  The credit
risk factors pertaining to lower rated securities also apply to lower
rated zero coupon bonds.  Such zero coupon bonds carry an additional risk
in that, unlike bonds which pay interest throughout the period to
maturity, the Fund will realize no cash until the cash payment date unless
a portion of such securities are sold and, if the issuer defaults, the
Fund may obtain no return at all on its investment.  See "Dividends,
Distributions and Taxes."

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

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

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

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

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

     5.   Purchase or sell real estate, commodities or commodity
          contracts, or oil and gas interests, but this shall not prevent
          the Fund from investing in Municipal Obligations secured by real
          estate or interests therein, or prevent the Fund from purchasing
          and selling options, forward contracts, futures contracts,
          including those relating to indexes, and options on futures
          contracts or indexes.

     6.   Underwrite the securities of other issuers, except that the Fund
          may bid separately or as part of a group for the purchase of
          Municipal Obligations directly from an issuer for its own
          portfolio to take advantage of the lower purchase price
          available, and except to the extent the Fund may be deemed an
          underwriter under the Securities Act of 1933, as amended, by
          virtue of disposing of portfolio securities.

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

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

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

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

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

     12.  Pledge, hypothecate, mortgage or otherwise encumber its assets,
          except to the extent necessary to secure borrowings for
          temporary or emergency purposes and to the extent related to the
          deposit of assets in escrow in connection with the purchase of
          securities on a when-issued or delayed-delivery basis and
          collateral and initial or variation margin arrangements with
          respect to options, futures contracts, including those related
          to indexes, and options on futures contracts or indexes.
   
     13.  Enter into repurchase agreements providing for settlement in
          more than seven days after notice or purchase securities which
          are illiquid (which securities could include participation
          interests (including municipal lease/purchase agreements) that
          are not subject to the demand feature described in the Fund's
          Prospectus, and floating and variable rate demand obligations as
          to which the Fund cannot exercise the demand feature described
          in the Fund's Prospectus on less than seven days' notice and as
          to which there is no secondary market), if, in the aggregate,
          more than 15% of its net assets would be so invested.
    
     14.  Invest in companies for the purpose of exercising control.

     For purposes of Investment Restriction No. 3, industrial development
bonds, where the payment of principal and interest is the ultimate
responsibility of companies within the same industry, are grouped together
as an "industry."

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

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


                           MANAGEMENT OF THE FUND

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

Directors and Officers of the Fund
   
*DAVID W. BURKE, Director.  Vice President and Chief Administrative
     Officer of the Manager since October 1990 and a director or trustee
     of other investment companies advised or administered by the Manager.
     From 1977 to 1990, Mr. Burke was involved in the management of
     national television news, as Vice President and Executive Vice
     President of ABC News, and subsequently as President of CBS News.
     His address is 200 Park Avenue, New York, New York  10166.
    
SAMUEL CHASE, Director.  Since 1982, President of Samuel Chase & Company,
     Ltd., an economic consulting firm.  From 1983 to 1989, Chairman of
     Chase, Brown & Blaxall, Inc., an economic consulting firm.  His
     address is 4410 Massachusetts Avenue, N.W., Suite 408, Washington,
     D.C. 20016.
   
JONI EVANS, Director.  Senior Vice President of the William Morris Agency.
     From September 1987 to May 1993, Executive Vice President of Random
     House, Inc. and, from January 1991 to May 1993, President and
     Publisher of Turtle Bay Books; from January 1987 to December 1990,
     Publisher of Random House Adult Trade Division; and from September
     1985 to September 1987, President of Simon and Schuster - Trade
     Division.  Her address is 1350 Avenue of the Americas, New York, New
     York 10022.
    
*LAWRENCE M. GREENE, Director.  Legal Consultant to and a director of the
     Manager, Executive Vice President and a director of the Distributor
     and an officer, director or trustee of other investment companies
     advised or administered by the Manager.  His address is 200 Park
     Avenue, New York, New York 10166.

ARNOLD S. HIATT, Director.  Chairman of the Stride Rite Foundation.  From
     1969 to June 1992, Chairman of the Board, President or Chief
     Executive Officer of The Stride Rite Corporation, a multi-divisional
     footwear manufacturing company.  Mr. Hiatt is also a director of the
     Cabot Corporation.  His address is 400 Atlantic Avenue, Boston,
     Massachusetts 02110.
   
DAVID J. MAHONEY, Director.  President of David Mahoney Ventures since
     1983.  From 1968 to 1983, he was Chairman and Chief Executive Officer
     of Norton Simon Inc., a producer of consumer products and services.
     Mr. Mahoney is also a director of National Health Laboratories Inc.,
     Bionaire Inc. and Good Samaritan Health Systems, Inc.  His address is
     745 Fifth Avenue, Suite 700, New York, New York 10151.
    
*RICHARD J. MOYNIHAN, President, Director and Investment Officer.  An
     employee of the Manager and an officer, director or trustee of other
     investment companies advised or administered by the Manager.  His
     address is 200 Park Avenue, New York, New York 10166.

BURTON N. WALLACK, Director.  President and co-owner of Wallack Management
     Company, a real estate management company managing real estate in the
     New York City area.  His address is 18 East 64th Street, Suite 3D,
     New York, New York 10021.
   
     Each of the "non-interested" Directors is also a director of Dreyfus
BASIC Municipal Fund, Dreyfus California Tax Exempt Bond Fund, Inc.,
Dreyfus Connecticut Municipal Money Market Fund, Inc., Dreyfus GNMA Fund,
Inc., Dreyfus Michigan Municipal Money Market Fund, Inc., Dreyfus New
Jersey Municipal Money Market Fund, Inc., Dreyfus New York Tax Exempt Bond
Fund, Inc. and Dreyfus Ohio Municipal Money Market Fund, Inc., and a
trustee of Dreyfus Massachusetts Municipal Money Market Fund, Dreyfus
Massachusetts Tax Exempt Bond Fund, Dreyfus New York Tax Exempt
Intermediate Bond Fund, Dreyfus New York Tax Exempt Money Market Fund and
Dreyfus Pennsylvania Municipal Money Market Fund.
    
   
     For so long as the Fund's Plan described in the section "Shareholders
Services Plan" remains in effect, the Directors of the Fund who are not
"interested persons" of the Fund, as defined in the Act, will be selected
and nominated by the Directors who are not "interested persons" of the
Fund.
    
   
     The Fund does not pay any remuneration to its officers and Directors
other than fees and expenses to Directors who are not officers, directors,
employees or holders of 5% or more of the outstanding voting securities of
the Manager, which totalled $31,235 for the fiscal year ended May 31, 1994
for all such Directors as a group.
    
Officers of the Fund Not Listed Above

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

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

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

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

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

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

MONICA S. WIEBOLDT, Vice President and Investment Officer.  An employee of
     the Manager and an officer of other investment companies advised and
     administered by the Manager.
   
DANIEL C. MACLEAN, Vice President.  Vice President and General Counsel of
     the Manager, Secretary of the Distributor and an officer of other
     investment companies advised or administered by the Manager.
    
JEFFREY N. NACHMAN, Vice President-Financial.  Vice President-Mutual Fund
     Accounting of the Manager and an officer of other investment
     companies advised or administered by the Manager.

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

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

GREGORY S. GRUBER, Controller.  Senior Accounting Manager in the Fund
     Accounting Department of the manager and an officer of other
     investment companies advised or administered by the manager.
   
    
CHRISTINE PAVALOS, Assistant Secretary.  Assistant Secretary of the
     Manager, the Distributor and other investment companies advised or
     administered by the Manager.

     The address of each officer of the Fund is 200 Park Avenue, New York,
New York 10166.
   
     Directors and officers of the Fund, as a group, owned less than 1% of
the Fund's Common Stock outstanding on July 5, 1994.
    
   
     The following persons are also officers and/or directors of the
Manager:  Howard Stein, Chairman of the Board and Chief Executive Officer;
Julian M. Smerling, Vice Chairman of the Board of Directors; Joseph S.
DiMartino, President, Chief Operating Officer and a director; Alan M.
Eisner, Vice President and Chief Financial Officer; Robert F. Dubuss, Vice
President; Elie M. Genadry, Vice President--Institutional Sales; Peter A.
Santoriello, Vice President; Kirk V. Stumpp, Vice President--New Products
Development; Philip L. Toia, Vice President--Fixed-Income Research;
Katherine C. Wickham, Assistant Vice President--Human Resources; Maurice
Bendrihem, Controller; and Mandell L. Berman, Alvin E. Friedman, Abigail
Q. McCarthy and David B. Truman, directors.
    

                            MANAGEMENT AGREEMENT

     The following information supplements and should be read in
conjunction with the section in the Fund's Prospectus entitled "Management
of the Fund."
   
     The Manager provides management services pursuant to the Management
Agreement (the "Agreement") dated June 13, 1983 with the Fund, which is
subject to annual approval by (i) the Fund's Board of Directors or (ii)
vote of a majority (as defined in the Act) of the outstanding voting
securities of the Fund, provided that in either event the continuance also
is approved by a majority of the Directors who are not "interested
persons" (as defined in the Act) of the Fund or the Manager, by vote cast
in person at a meeting called for the purpose of voting on such approval.
The Agreement was approved by shareholders at a meeting held on September
18, 1984, was amended by shareholder vote on December 14, 1988, and was
last approved by the Fund's Board of Directors, including a majority of
the Directors who are not "interested persons" of any party to the
Agreement, at a meeting held on April 6, 1994.  The Agreement is
terminable without penalty, on not more than 60 days' notice, by the
Fund's Board of Directors or by vote of the holders of a majority of the
Fund's outstanding voting shares, or, upon not less than 90 days' notice,
by the Manager.  The Agreement will terminate automatically in the event
of its assignment (as defined in the Act).
    
     The Manager manages the Fund's portfolio of investments in accordance
with the stated policies of the Fund, subject to the approval of the
Fund's Board of Directors.  The Manager is responsible for investment
decisions and provides the Fund with Investment Officers who are
authorized by the Board of Directors to execute purchases and sales of
securities.  The Fund's Investment Officers are A. Paul Disdier, Karen M.
Hand, Stephen C. Kris, Richard J. Moynihan, Jill C. Shaffro, L. Lawrence
Troutman, Samuel J. Weinstock and Monica S. Wieboldt.  The Manager also
maintains a research department with a professional staff of portfolio
managers and securities analysts who provide research services for the
Fund as well as for other funds advised by the Manager.  All purchases and
sales are reported for Directors' review at the meeting subsequent to such
transactions.

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

     The Manager pays the salaries of all officers and employees employed
by both it and the Fund, maintains office facilities, and furnishes
statistical and research data, clerical help, accounting, data processing,
bookkeeping and internal auditing and certain other required services.
The Manager also may make such advertising and promotional expenditures,
using its own resources, as it from time to time deems appropriate.
   
     As compensation for the Manager's services, the Fund has agreed to
pay the Manager a monthly management fee at the annual rate of .60 of 1%
of the value of the Fund's average daily net assets.  The management fees
paid to the Manager for the fiscal years ended May 31, 1992, 1993 and 1994
amounted to $7,957,516, $9,494,396 and $10,736,104, respectively, which
fees were reduced by $90,000 in each fiscal year pursuant to the terms of
the settlement of litigation which commenced October 15, 1988 and will
continue for 10 years from that date.
    
     The Manager has agreed that if in any fiscal year the aggregate
expenses of the Fund, exclusive of taxes, brokerage fees, interest on
borrowings and (with the prior written consent of the necessary state
securities commissions) extraordinary expenses, but including the
management fee, exceed 1-1/2% of the average value of the Fund's net assets
for the fiscal year, the Fund may deduct from the payment to be made to
the Manager under the Agreement, or the Manager will bear, such excess
expense.  Such deduction or payment, if any, will be estimated daily, and
reconciled and effected or paid, as the case may be, on a monthly basis.

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


                          SHAREHOLDER SERVICES PLAN

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

     The Fund has adopted a Shareholder Services Plan (the "Plan")
pursuant to which the Fund reimburses the Distributor for certain
allocated expenses of providing personal services and/or maintaining
shareholder accounts.  The services provided may include personal services
relating to shareholder accounts, such an answering shareholder inquiries
regarding the Fund and providing reports and other information, and
services related to the maintenance of shareholder accounts.

     A quarterly report of the amounts expended under the Plan, and the
purposes for which such expenditures were incurred, must be made to the
Directors for their review.  In addition, the Plan provides that material
amendments of the Plan must be approved by the Board of Directors, and by
the Directors who are not "interested persons" (as defined in the Act) of
the Fund and have no direct or indirect financial interest in the
operation of the Plan, by vote cast in person at a meeting called for the
purpose of considering such amendments.  The Plan is subject to annual
approval by such vote of the Directors cast in person at a meeting called
for the purpose of voting on the Plan.  The Plan is terminable at any time
by vote of a majority of the Directors who are not "interested persons"
and have no direct or indirect financial interest in the operation of the
Plan.
   
     For the period July 1, 1993 (effective date of the Fund's Plan)
through May 31, 1994, $544,399 was chargeable to the Fund under the Plan.
    

                           PURCHASE OF FUND SHARES

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

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

     Service Charges.  There is no sales or service charge by the Fund or
the Distributor although investment dealers, banks and other institutions
may make reasonable charges to investors for their services.  The services
provided and the applicable fees are established by each dealer or other
institution acting independently of the Fund.  The Fund has been given to
understand that these fees may be charged for customer services including,
but not limited to:  same day investment of client funds; same day access
to client funds; advising customers about the status of their accounts,
yield currently being paid, or income earned to date; providing periodic
account statements showing security and money market positions; other
services available from the dealer, bank or other institution; and
assistance with inquiries related to client investments.  Any such fees
will be deducted monthly from the investor's account, which on smaller
accounts could constitute a substantial portion of distributions.  Small,
inactive long-term accounts involving monthly service charges may not be
in the best interest of an investor.  In addition, some securities dealers
also may require an investor to invest more than the minimum stated
investment; not purchase fractional shares; take monthly income
distributions in cash; or other conditions.  Investors should be aware
that they may purchase Fund shares directly from the Distributor without
imposition of any maintenance or service charges, other than those already
described.  In some states, banks or other institutions effecting
transactions in Fund shares may be required to register as dealers
pursuant to state law.
   
     Dreyfus TeleTransfer Privilege.  Dreyfus TeleTransfer purchase orders
may be made between the hours of 8:00 a.m. and 4:00 p.m., New York time,
on any business day that The Shareholder Services Group, Inc., the Fund's
transfer and dividend disbursing agent (the "Transfer Agent"), and the New
York Stock Exchange are open.  Such purchases will be credited to the
shareholder's Fund account on the next bank business day.  To qualify to
use the Dreyfus TeleTransfer Privilege, the initial payment for purchase
of Fund shares must be drawn on, and redemption proceeds paid to, the same
bank and account as are designated on the Account Application or
Shareholder Services Form on file.  If the proceeds of a particular
redemption are to be wired to an account at any other bank, the request
must be in writing and signature-guaranteed.  See "Redemption of Fund
Shares--Dreyfus TeleTransfer Privilege."
    
     Reopening an Account.  An investor may reopen an account with a
minimum investment of $100 without filing a new Account Application during
the calendar year the account is closed or during the following calendar
year, provided the information on the old Account Application is still
applicable.


                          REDEMPTION OF FUND SHARES

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

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

     If the amount of the Check is greater than the value of the shares in
an investor's account, the Check will be returned marked insufficient
funds.  Checks should not be used to close an account.
   
     Wire Redemption Privilege.  By using this Privilege, the investor
authorizes the Transfer Agent to act on wire or telephone redemption
instructions from any person representing himself or herself to be the
investor, and reasonably believed by the Transfer Agent to be genuine.
Ordinarily, the Fund will initiate payment for shares redeemed pursuant to
this Privilege on the 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 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 also should inform the operator of
the Transfer Agent's answer back sign.
   
    
     To change the commercial bank or account designated to receive
redemption proceeds, a written request must be sent to the Transfer Agent.
This request must be signed by each shareholder, with each signature
guaranteed as described below under "Stock Certificates; Signatures."

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

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


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

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


                            SHAREHOLDER SERVICES

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

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

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

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

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

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

     To accomplish an exchange under item D above, shareholders must
notify the Transfer Agent of their prior ownership of fund shares and
their account number.
   
     To use this Privilege, an investor must give exchange instructions to
the Transfer Agent in writing, by wire or by telephone.  Telephone
exchanges may be made only if the appropriate "YES" box has been checked
on the Account Application, or a separate signed Shareholder Services Form
is on file with the Transfer Agent.  By using this Privilege, the investor
authorizes the Transfer Agent to act on telephonic, telegraphic or written
exchange instructions from any person representing himself or herself to
be the investor, and reasonably believed by the Transfer Agent to be
genuine.  Telephone exchanges may be subject to limitations as to the
amount involved or number of telephone exchanges permitted.  Shares issued
in certificate form are not eligible for telephone exchange.
    
     To establish a Personal Retirement Plan by exchange, shares of the
fund being exchanged must have a value of at least the minimum initial
investment required for the fund into which the exchange is being made.
For Dreyfus-sponsored Keogh Plans, IRAs and IRAs set up under a Simplified
Employee Pension Plan ("SEP-IRAs") with only one participant, the minimum
initial investment is $750.  To exchange shares held in Corporate Plans,
403(b)(7) Plans and SEP-IRAs with more than one participant, the minimum
initial investment is $100 if the plan has at least $2,500 invested among
the funds in the Dreyfus Family of Funds.  To exchange shares held in
Personal Retirement Plans, the shares exchanged must have a current value
of at least $100.
   
     Dreyfus Auto-Exchange Privilege.  Dreyfus Auto-Exchange Privilege
permits an investor to purchase, in exchange for shares of the Fund,
shares of another fund in the Dreyfus Family of Funds.  This Privilege is
available only for existing accounts.  Shares will be exchanged on the
basis of relative net asset value as described above under "Exchange
Privilege."  Enrollment in or modification or cancellation of this
Privilege is effective three business days following notification by the
investor.  An investor will be notified if his account falls below the
amount designated to be exchanged under this Privilege.  In this case, an
investor's account will fall to zero unless additional investments are
made in excess of the designated amount prior to the next Auto-Exchange
transaction.  Shares held under IRA and other retirement plans are
eligible for this Privilege.  Exchanges of IRA shares may be made between
IRA accounts and from regular accounts to IRA accounts, but not from IRA
accounts to regular accounts.  With respect to all other retirement
accounts, exchanges may be made only among those accounts.
    
     The Exchange Privilege and Dreyfus Auto-Exchange Privilege are
available to shareholders resident in any state in which shares of the
fund being acquired may legally be sold.  Shares may be exchanged only
between accounts having identical names and other identifying
designations.
   
     Shareholder Services Forms and prospectuses of the other funds may be
obtained from the Distributor, 144 Glenn Curtiss Boulevard, Uniondale, New
York 11556-0144.  The Fund reserves the right to reject any exchange
request in whole or in part.  The Exchange Privilege or Dreyfus Auto-
Exchange Privilege may be modified or terminated at any time upon notice
to shareholders.
    
   
     Automatic Withdrawal Plan.  The Automatic Withdrawal Plan permits an
investor with a $5,000 minimum account to request withdrawal of a
specified dollar amount (minimum of $50) on either a monthly or quarterly
basis.  Withdrawal payments are the proceeds from sales of Fund shares,
not the yield on the shares.  If withdrawal payments exceed reinvested
dividends and distributions, the investor's shares will be reduced and
eventually may be depleted.  An Automatic Withdrawal Plan may be
established by completing the appropriate application available from the
Distributor.  There is a service charge of $.50 for each withdrawal check.
Automatic Withdrawal may be terminated at any time by the investor, the
Fund or the Transfer Agent.  Shares for which certificates have been
issued may not be redeemed through the Automatic Withdrawal Plan.
    
   
     Dreyfus Dividend Sweep.  Dreyfus Dividend Sweep allows investors to
invest on the payment date their dividends or dividends and capital gain
distributions, if any, from the Fund in shares of another fund in the
Dreyfus Family of Funds of which the investor is a shareholder.  Shares of
other funds purchased pursuant to this privilege will be purchased on the
basis of relative net asset value per share as follows:
    
     A.   Dividends and distributions paid by a fund may be invested
          without imposition of a sales load in shares of other funds that
          are offered without a sales load.

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

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

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


                      DETERMINATION OF NET ASSET VALUE

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

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

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


                           PORTFOLIO TRANSACTIONS

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

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

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

     The Fund anticipates that its annual portfolio turnover rate
generally will not exceed 100%, but the turnover rate will not be a
limiting factor when the Fund deems it desirable to sell or purchase
securities.  Therefore, depending upon market conditions, the Fund's
annual portfolio turnover rate may exceed 100% in particular years.


                     DIVIDENDS, DISTRIBUTIONS AND TAXES

     The following information supplements and should be read in
conjunction with the section in the Fund's Prospectus entitled "Dividends,
Distributions and Taxes."

     The Internal Revenue Code of 1986, as amended (the "Code"), provides
that if a shareholder has not held his Fund shares for more than six
months (or such shorter period as the Internal Revenue Service may
prescribe by regulation) and has received an exempt-interest dividend with
respect to such shares, any loss incurred on the sale of such shares will
be disallowed to the extent of the exempt-interest dividend received.  In
addition, any dividend or distribution paid shortly after an investor's
purchase may have the effect of reducing the net asset value of his shares
below the cost of his investment.  Such a distribution would be a return
on investment in an economic sense although taxable as stated in
"Dividends, Distributions and Taxes" in the Prospectus.
   
     Ordinarily, gains and losses realized from portfolio transactions
will be treated as capital gain or loss.  However, all or a portion of any
gain realized from the sale or other disposition of certain market discount
bonds will be treated as ordinary income under Section 1276 of the Code.
    
     Investment by the Fund in securities issued at a discount or
providing for deferred interest or for payment of interest in the form of
additional obligations could, under special tax rules, affect the amount,
timing and character of distributions to shareholders.  For example, the
Fund could be required to take into account annually a portion of the
discount (or deemed discount) at which such securities were issued and to
distribute such portion in order to maintain its qualification as a
regulated investment company.  In such case, the Fund may have to dispose
of securities which it might otherwise have continued to hold in order to
generate cash to satisfy these distribution requirements.


                           PERFORMANCE INFORMATION

     The following information supplements and should be read in
conjunction with the section in the Fund's Prospectus entitled
"Performance Information."
   
     The Fund's current yield for the 30-day period ended May 31, 1994 was
5.04%.  Current yield is computed pursuant to a formula which operates as
follows:  the amount of the Fund's expenses accrued for the 30-day period
(net of reimbursements) is subtracted from the amount of the dividends and
interest earned (computed in accordance with regulatory requirements) by
the Fund during the period.  That result is then divided by the product
of:  (a) the average daily number of shares outstanding during the period
that were entitled to receive distributions and dividends, and (b) the net
asset value per share on the last day of the period less any undistributed
earned income per share reasonably expected to be declared as a dividend
shortly thereafter.  The quotient is then added to 1, and that sum is
raised to the 6th power, after which 1 is subtracted.  The current yield
is then arrived at by multiplying the result by 2.
    
   
     Based upon a 1994 Federal personal income tax rate of 39.60%, the
Fund's tax equivalent yield for the 30-day period ended May 31, 1994 was
8.34%.  Tax equivalent yield is computed by dividing that portion of the
current yield (calculated as described above) which is tax exempt by 1
minus a stated tax rate and adding the quotient to that portion, if any,
of the yield of the Fund that is not tax exempt.
    
     The tax equivalent yield quoted above represents the application of
the highest Federal marginal personal tax rate presently in effect.  The
tax equivalent figure, however, does not include the potential effect of
any state or local (including, but not limited to, county, district or
city) taxes, including applicable surcharges.  In addition, there may be
pending legislation which could affect such stated tax rate or yield.
Each investor should consult its tax adviser, consider its own factual
circumstances and applicable tax laws, in order to ascertain the relevant
tax equivalent yield.
   
     The Fund's average annual total return for the 1, 5 and 10 year
periods ended May 31, 1994 was 3.13%, 7.82% and 9.21%, respectively.
Average annual total return is calculated by determining the ending
redeemable value of an investment purchased with a hypothetical $1,000
payment made at the beginning of the period (assuming the reinvestment of
dividends and distributions), dividing by the amount of the initial
investment, taking the "n"th root of the quotient (where "n" is the number
of years in the period) and subtracting 1 from the result.
    
   
     The Fund's total return for the period August 11, 1983 to May 31,
1994 was 144.40%.  Total return is calculated by subtracting the amount of
the Fund's net asset value per share at the beginning of a stated period
from the net asset value per share at the end of the period (after giving
effect to the reinvestment of dividends and distributions during the
period), and dividing the result by the net asset value per share at the
beginning of the period.
    
     From time to time, the Fund may use hypothetical tax equivalent
yields or charts in its advertising.  These hypothetical yields or charts
will be used for illustrative purposes only and are not indicative of the
Fund's past or future performance.
   
     From time to time, advertising materials for the Fund may refer to or
discuss then-current or past economic conditions, developments and/or
events, and actual or proposed tax legislation.  From time to time,
advertising materials for the Fund also may refer to statistical or other
information concerning trends relating to investment companies, as
compiled by industry associations such as the Investment Company
Institute.  From time to time, advertising materials for the Fund also may
refer to Morningstar ratings and related analyses supporting such ratings.
    

                         INFORMATION ABOUT THE FUND

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

     Each Fund share has one vote and, when issued and paid for in
accordance with the terms of the offering, is fully paid and
non-assessable.  Fund shares are of one class and have equal rights as to
dividends and in liquidation.  Shares have no preemptive, subscription or
conversion rights and are freely transferable.
   
     On November 23, 1992, the Fund's shareholders approved a proposal to
change certain of the Fund's fundamental policies and investment
restrictions, among other things, to (i) permit the Fund to lend its
portfolio securities in an amount not to exceed 33-1/3% of the value of
its total assets and (ii) increase from 10% to 15% the percentage of the
Fund's assets which may be invested in illiquid securities and make such
policy non-fundamental.
    
     The Fund sends annual and semi-annual financial statements to all its
shareholders.


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

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

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

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



                                  APPENDIX

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

S&P

Municipal Bond Ratings

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

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

                                     AAA

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

                                     AA

     Debt rated AA has a very strong capacity to pay interest and repay
principal and differs from the highest rated issues only in a small
degree.

                                      A

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


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

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

                                     BBB

     Of the investment grade, this is the lowest.

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

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

                               BB, B, CCC, CC

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

                                     BB

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

                                      B

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

                                     CCC

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

                                     CC

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

                                      C

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

                                      D

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

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

Municipal Note Ratings

                                    SP-1

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

                                    SP-2

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

Commercial Paper Ratings

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

Moody's

Municipal Bond Ratings
                                     Aaa

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

                                     Aa

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

                                      A

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

                                     Baa

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

                                     Ba

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

                                      B

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

                                     Caa

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

                                     Ca

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

                                      C

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

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

Municipal Note Ratings

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

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

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

                                MIG 1/V-MIG 1

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

                                MIG 2/V-MIG 2

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


Commercial Paper Rating

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

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

Fitch

Municipal Bond Ratings

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

                                     AAA

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

                                     AA

     Bonds rated AA are considered to be investment grade and of very high
credit quality.  The obligor's ability to pay interest and repay principal
is very strong, although not quite as strong as bonds rated AAA.  Because
bonds rated in the AAA and AA categories are not significantly vulnerable
to foreseeable future developments, short-term debt of these issuers is
generally rated F-1+.

                                      A

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

                                     BBB

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

                                     BB

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

                                      B

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

                                     CCC

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

                                     CC

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

                                      C

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

                                DDD, DD and D

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

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

Short-Term Ratings

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

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

                                    F-1+

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

                                     F-1

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

                                     F-2

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


<TABLE>
<CAPTION>
DREYFUS INTERMEDIATE MUNICIPAL BOND FUND, INC.
STATEMENT OF INVESTMENTS                                                                                  MAY 31, 1994

                                                                                            PRINCIPAL
MUNICIPAL BONDS--95.0%                                                                       AMOUNT            VALUE
                                                                                        ----------------   ----------------
<S>                                                                                      <C>                <C>
ALASKA--.9%
Alaska Industrial Development and Export Authority, Revolving Fund:
    7.80%, 4/1/2004.........................................................             $    6,360,000     $    7,009,102
    6.375%, 4/1/2008........................................................                  2,900,000          2,890,430
Anchorage, HR, Refunding (Sisters of Providence Project) 6.50%, 10/1/1999...                  2,000,000          2,099,640
Kasaan, LR 7.75%, 8/15/2005 (LOC; Sumitomo Trust Co.) (a)...................                  3,510,000          3,916,423
ARIZONA--1.8%
Arizona State University, Revenue, Refunding 5.40%, 7/1/2003................                  3,940,000          3,959,424
Arizona Transportation Board, Highway Revenue
    6.50%, 7/1/2007 (Prerefunded 7/1/2002) (b)..............................                  5,000,000          5,442,600
Maricopa County Industrial Development Authority:
    Health Facility Revenue (Mercy Health Systems):
      8.90%, 7/1/1998.......................................................                  2,335,000          2,487,312
      9%, 7/1/2000..........................................................                  2,775,000          2,959,510
    Hospital Facility Revenue, Refunding (Samaritan Health Services)
      7.15%, 12/1/2004 (Insured; MBIA)......................................                  9,835,000         11,099,584
Mesa Industrial Development Authority, Industrial Revenue
    (TRW Vehicle Safety Systems, Inc. Project) 7.25%, 10/15/2004............                  5,000,000          5,164,850
ARKANSAS--.9%
Arkansas Student Loan Authority, Revenue:
    6.05%, 6/1/2002.........................................................                  4,700,000          4,798,418
    6.05%, 12/1/2002........................................................                  4,455,000          4,552,876
Pulaski County Health Facilities Board, Revenue, Refunding
    (Sisters Charity Nazareth - Saint Vincent's Infirmary):
      5.80%, 11/1/2004 (Insured; MBIA)......................................                  3,405,000          3,504,017
      5.90%, 11/1/2005 (Insured; MBIA)......................................                  3,410,000          3,518,472
CALIFORNIA--6.7%
California Department of Veteran Affairs, Home Purchase Revenue 7.80%, 8/1/2001               5,000,000          5,218,550
California Higher Education Loan Authority, Student Loan Revenue, Refunding:
    6.40%, 12/1/2003........................................................                  6,000,000          6,436,740
    6.50%, 6/1/2005.........................................................                  5,500,000          5,534,320
California Public Works Board, LR:
    (Community College Projects):
      5.875%, 10/1/2008.....................................................                  4,500,000          4,441,725
      5.90%, 10/1/2009......................................................                  5,215,000          5,096,307
    (University of California Projects):
      5%, 6/1/2005..........................................................                  6,230,000          5,705,309
      5%, 6/1/2006..........................................................                  5,730,000          5,158,432
      Refunding 5.25%, 6/1/2006.............................................                  6,000,000          5,727,480
Orange County Local Transportation Authority, Sales Tax Revenue
    7.16%, 2/15/2006 (Insured; FGIC) (c)....................................                 13,200,000        10,594,848
Northern California Power Agency, Geothermal Project Number 3, Revenue,
Refunding
    5.50%, 7/1/2005.........................................................                 13,000,000         12,866,620
Riverside County Asset Leasing Corp., Leasehold Revenue
    (Riverside County Hospital Project) 6%, 6/1/2003........................                  5,000,000          4,955,500

DREYFUS INTERMEDIATE MUNICIPAL BOND FUND, INC.
STATEMENT OF INVESTMENTS (CONTINUED)                             MAY 31, 1994
                                                                                           PRINCIPAL
MUNICIPAL BONDS (CONTINUED)                                                                  AMOUNT            VALUE
                                                                                        ----------------    --------------
CALIFORNIA (CONTINUED)
Sacramento Municipal Utility District, Electric Revenue
    5.40%, 11/15/2006 (Insured; FSA)........................................              $  20,000,000      $  19,452,400
Sacramento Schools Insurance Authority, Revenue
    (Workers Compensation Program) 5.75%, 6/1/2003..........................                 15,910,000         16,179,197
San Diego, Port Facilities Revenue, Refunding
    (National Steel and Shipbuilding Co.) 6.60%, 12/1/2002..................                  3,400,000          3,440,222
University of California, Housing Systems Revenues, Refunding
    5.20%, 11/1/2004 (Insured; MBIA)........................................                  6,010,000          5,872,792
COLORADO--1.3%
Colorado Student Obligation Bond Authority, Student Loan Revenue 6.55%, 12/1/2002             6,050,000          6,330,478
Denver City and County, Airport Revenue 8.75%, 11/15/2005...................                 14,485,000         15,775,179
CONNECTICUT--1.0%
Connecticut Housing Finance Authority, Housing Mortgage Finance Program
    7.30%, 11/15/2003.......................................................                  5,705,000          6,024,594
Connecticut State 5.25%, 3/15/2007..........................................                 12,555,000         12,200,949
DELAWARE--.8%
Delaware River and Bay Authority, Delaware Authority Revenue 3.75%, 1/1/2004                 15,350,000         14,257,080
DISTRICT OF COLUMBIA--.8%
District of Columbia, Refunding:
    9.10%, 6/1/1997 (Prerefunded 6/1/1995) (b)..............................                  3,875,000          4,146,095
    5.40%, 6/1/2005.........................................................                 10,400,000          9,898,928
FLORIDA--5.0%
Dade County, Aviation Revenue 5.90%, 10/1/2005 (Insured; AMBAC).............                 10,830,000         11,246,305
Florida Local Government Finance Authority, Revenue (Governmental Unit Loan
Project)
    7.75%, 3/1/2000 (LOC; Sumitomo Bank) (a)................................                  8,000,000          8,144,720
Florida School Boards Association, LR (Orange County School Board Project)
    6.25%, 7/1/2005 (Insured; AMBAC)........................................                  3,250,000          3,313,862
Florida Turnpike Authority, Turnpike Revenue:
    5.90%, 7/1/1999 (Insured; FGIC).........................................                  3,400,000          3,571,428
    5.90%, 7/1/2000 (Insured; FGIC).........................................                  3,600,000          3,794,940
    5.90%, 7/1/2001 (Insured; FGIC).........................................                  3,800,000          4,013,294
    5.90%, 7/1/2002 (Insured; FGIC).........................................                  4,000,000          4,225,880
    5.90%, 7/1/2003 (Insured; FGIC).........................................                  4,200,000          4,432,260
    5.90%, 7/1/2004 (Insured; FGIC).........................................                  4,500,000          4,718,835
Greater Orlando Aviation Authority, Airport Facilities Revenue 6.40%, 10/1/2004               8,940,000          9,581,534
Hillsborough County Industrial Development Authority, Revenue
    (Allegany Health Systems - J. Knox Village) 6%, 12/1/2006 (Insured; MBIA)                 3,615,000          3,720,413
Indian Trace Community Development District, Water and Sewer Revenue
    8.50%, 4/1/1997.........................................................                  1,430,000          1,593,835
Jacksonville Health Facilities Authority, HR, Refunding
    (Baptist Medical Center Project) 7.25%, 6/1/2005 (Insured; MBIA)........                  4,000,000          4,391,000
Lake County Resources Recovery, IDR, Refunding (NRG/Recovery Group)
    5.65%, 10/1/2005........................................................                  9,085,000          8,713,333

DREYFUS INTERMEDIATE MUNICIPAL BOND FUND, INC.
STATEMENT OF INVESTMENTS (CONTINUED)                             MAY 31, 1994
                                                                                            PRINCIPAL
MUNICIPAL BONDS (CONTINUED)                                                                  AMOUNT            VALUE
                                                                                        ----------------    --------------
FLORIDA- (CONTINUED)
Palm Beach County, Solid Waste IDR (Okeelanta Power L.P. Project)
    6.50%, 2/15/2009........................................................              $    3,600,000    $    3,479,580
Sarasota County School Board Financing Corp., LR, Refunding:
    5%, 7/1/2007 (Insured; MBIA)............................................                  4,015,000          3,775,706
    5%, 7/1/2008 (Insured; MBIA)............................................                  4,200,000          3,902,346
GEORGIA--1.5%
Burke County Development Authority, PCR, Refunding (Oglethorpe Power Corp.):
    5%, 1/1/2007............................................................                  8,395,000          7,829,009
    5.05%, 1/1/2008.........................................................                  7,695,000          7,095,944
Clayton County Housing Authority, MFHR (Chase Village Apartment Projects)
    8.50%, 12/1/1997 (Guaranteed; FNMA).....................................                  3,230,000          3,263,334
Georgia Municipal Electric Authority 7%, 1/1/2008...........................                  5,000,000          5,489,000
Warren County Development Authority, IDR (Health-Tex and Chesebrough-Pond's)
    9.375%, 7/1/1994........................................................                  2,200,000          2,217,072
HAWAII--1.1%
Hawaii County, Refunding and Improvement 5.30%, 5/1/2005 (Insured; FGIC)....                  2,000,000          1,972,220
Hawaii State, Airports Systems Revenue 7.50%, 7/1/2005 (Insured; FGIC)......                  3,000,000          3,339,690
Honolulu City and County 7.52%, 9/27/2007 (c)...............................                 15,300,000         14,458,500
ILLINOIS--3.9%
Chicago O'Hare International Airport, Special Facility Revenue
    (International Terminal) 7.50%, 1/1/2005................................                  2,800,000          3,038,196
Hoffman Estates, Tax Increment Revenue
    7.50%, 11/15/2003 (LOC; Union Bank of Switzerland) (a)..................                  5,145,000          5,591,329
Illinois Development Finance Authority, Community Rehabilitation
    (Providers Facility Acquisition) 8.25%, 9/1/2000........................                  6,160,000          6,694,996
Illinois Health Facilities Authority, Revenue:
    (Catholic Health Co. Addolorata Project) 7.625%, 7/1/1999...............                  1,610,000          1,775,540
    (Central Dupage Health Wyndemere Retirement Community)
      6.125%, 11/1/2007 (Insured; MBIA).....................................                  4,400,000          4,506,876
    (Ingalls Memorial Hospital Project) 7%, 1/1/2005 (Insured; MBIA)........                  6,000,000          6,494,760
    (Refunding - Evangelical Hospitals) 6.75%, 4/15/2007....................                  3,090,000          3,167,930
    (Refunding - Westlake Community Hospital) 7.625%, 1/1/1999..............                  3,445,000          3,676,780
    (Southern Illinois Hospital Services) 6.50%, 3/1/2007...................                  4,000,000          4,236,360
    (SwedishAmerican Hospital) 7.30%, 4/1/2007
      (Insured; AMBAC, Prerefunded 4/1/2000) (b)............................                  4,000,000          4,504,920
Illinois Housing Development Authority, Multi-Family Housing:
    6.65%, 7/1/2001.........................................................                  1,430,000          1,480,393
    6.75%, 7/1/2002.........................................................                  1,090,000          1,129,687
Illinois State 5.60%, 6/1/2001..............................................                  3,325,000          3,408,058
Illinois Student Assistance Commission, Student Loan Revenue:
    6.30%, 3/1/2004.........................................................                  2,600,000          2,767,180
    6.40%, 3/1/2005.........................................................                  6,300,000          6,713,028
Joliet, Gas Supply Revenue (Peoples Gas Light and Coke) 8%, 6/1/1999........                  5,000,000          5,630,500

DREYFUS INTERMEDIATE MUNICIPAL BOND FUND, INC.
STATEMENT OF INVESTMENTS (CONTINUED)                             MAY 31, 1994
                                                                                            PRINCIPAL
MUNICIPAL BONDS (CONTINUED)                                                                  AMOUNT            VALUE
                                                                                        ----------------    --------------
ILLINOIS (CONTINUED)
Normal, Economic Development Revenue, Refunding (Dayton - Hudson Corp.
Project)
    6.75%, 11/1/2001........................................................              $    3,400,000    $    3,631,030
INDIANA--4.5%
Boonville Junior High School Building Corp., First Mortgage Revenue,
Refunding
    6.80%, 7/1/2005.........................................................                  3,100,000          3,311,699
Indiana Bond Bank (Special Hospital Program Hendricks) 6.90%, 4/1/2006......                  3,000,000          3,181,920
Indiana Health Facility Financing Authority, HR (Lafayette Home Hospital
Project)
    5.75%, 8/1/2008.........................................................                  3,000,000          2,912,100
Indiana Municipal Power Agency, Power Supply Systems Revenue:
    7.487%, 1/1/2006 (c,d)..................................................                  4,200,000          4,168,500
    7.587%, 1/1/2007 (c,d)..................................................                  6,300,000          6,197,625
    7.687%, 1/1/2008 (c,d)..................................................                  7,000,000          6,833,750
Indiana Secondary Market Educational Loans, Education Loan Revenue
    5.30%, 9/1/1999.........................................................                 10,000,000         10,053,700
Indiana Transportation Finance Authority, Airport Facilities LR
    (United Air) 6.50%, 11/1/2007...........................................                  4,000,000          4,093,880
Indianapolis Local Public Improvement Bond Bank:
    6.20%, 2/1/2003.........................................................                  2,100,000          2,168,145
    6.30%, 2/1/2004.........................................................                  2,800,000          2,893,828
    6.40%, 12/1/2005........................................................                  3,000,000          3,097,680
Knox County Hospital Association, LR 5.65%, 7/1/2008 (Insured; MBIA)........                  4,150,000          4,082,562
Logansport School Building Corp., First Mortgage
    7.30%, 1/15/2007 (Prerefunded 1/15/2000) (b)............................                  4,750,000          5,333,490
Merrillville Multiple School Building Corp., First Mortgage, Refunding:
    6.125%, 7/1/2001 (Insured; MBIA)........................................                  3,400,000          3,596,554
    6.25%, 7/1/2002 (Insured; MBIA).........................................                  3,000,000          3,193,350
Noblesville High School Building Corp. (First Mortgage) 5.65%, 2/15/2008....                  4,060,000          3,868,612
North Montgomery Elementary School Building Corp., Refunding 6.50%, 7/1/2006                  5,665,000          5,772,692
Purdue University, University Revenue (Purdue University Dormitory System)
    6.90%, 7/1/2006 (Insured; AMBAC, Prerefunded 7/1/2001) (b)..............                  4,075,000          4,534,945
IOWA--1.4%
Ames, HR (Mary Greeley Medical Center Project) 6.25%, 8/15/2006 (Insured; AMBAC)              4,320,000          4,508,266
Council Bluffs, IDR, Refunding (Cargill, Inc. Project) 7%, 3/1/2007.........                  4,400,000          4,723,928
Iowa Student Loan Liquidity Corp., Student Loan Revenue:
    6.65%, 3/1/2003 (Insured; AMBAC)........................................                  4,900,000          5,251,526
    7%, 12/1/2003 (Insured; AMBAC)..........................................                 10,000,000         10,522,400
KENTUCKY--1.4%
Kentucky Development Finance Authority, Revenue, Refunding
    (Sisters of Charity Health):
      5.75%, 11/1/1998......................................................                  1,980,000          2,025,500
      6%, 11/1/1999.........................................................                  1,895,000          1,942,318
      6%, 11/1/2000.........................................................                  2,220,000          2,271,970
      6%, 11/1/2001.........................................................                  1,330,000          1,356,188

DREYFUS INTERMEDIATE MUNICIPAL BOND FUND, INC.
STATEMENT OF INVESTMENTS (CONTINUED)                              MAY 31, 1994
                                                                                            PRINCIPAL
MUNICIPAL BONDS (CONTINUED)                                                                  AMOUNT            VALUE
                                                                                        ----------------    --------------
KENTUCKY (CONTINUED)
Kentucky Higher Education Student Loan Corp., Insured Student Loan Revenue,
    Refunding 5.10%, 12/1/2003..............................................             $    7,530,000    $    7,149,133
Mount Sterling, LR (Kentucky League Cities Funding) 5.625%, 3/1/2003........                 10,000,000        10,071,100
LOUISIANA--3.9%
Bastrop Industrial Development Board, PCR, Refunding
    (International Paper Co. Project) 6.90%, 3/1/2007.......................                 10,000,000         10,786,000
Jefferson Sales Tax District, Special Sales Tax Revenue, Refunding 8%, 7/1/1997               6,000,000          6,596,100
Louisiana Correctional Facilities Corp., LR:
    6.887%, 12/15/2001 (c,d)................................................                  7,000,000          7,122,500
    7.187%. 12/15/2002 (c,d)................................................                  7,000,000          7,157,500
    7.287%, 12/15/2003 (c,d)................................................                  2,800,000          2,873,500
Louisiana Offshore Terminal Authority, Deepwater Port Revenue, Refunding
    (Loop, Inc. Project) 7.45%, 9/1/2004....................................                  3,000,000          3,329,700
Louisiana Public Facilities Authority:
    Revenue:
      (Louisiana Association of Independent Colleges and Universities)
          6.50%, 12/1/2002..................................................                  2,155,000          2,249,454
      (Tulane University of Louisiana) 8.98%, 11/15/2012 (c)................                  8,065,000          8,313,644
    Special Insurance Assessment Revenue, Refunding
      4.60%, 10/1/2002 (Insured; FSA).......................................                  6,750,000          6,300,585
Louisiana State 6.40%, 5/1/2006 (Insured; MBIA).............................                  9,755,000         10,316,010
Saint Charles Parish, PCR, Refunding (Union Carbide Convertible) 7.625%, 6/1/2003             3,440,000          3,705,465
MAINE--1.3%
Jay, PCR, Refunding 4.65%, 9/1/2002.........................................                  5,700,000          5,367,234
Maine Educational Loan Marketing Corp., Student Loan Revenue:
    5.85%, 11/1/2002........................................................                  7,000,000          7,092,330
    Refunding:
      5.65%, 5/1/1999.......................................................                  1,900,000          1,930,818
      5.80%, 5/1/2000.......................................................                  2,925,000          2,987,127
      6.90%, 11/1/2003......................................................                  5,000,000          5,231,950
MARYLAND--.3%
Prince Georges County, Refunding (Consolidated Public Improvement):
    5%, 10/1/2003...........................................................                  2,750,000          2,695,605
    5.10%, 10/1/2004........................................................                  2,100,000          2,053,674
MASSACHUSETTS--4.2%
Boston Industrial Development Financing Authority, Sewage Facility Revenue
    (Harbor Electric Energy Project) 7.10%, 5/15/2002.......................                  5,800,000          5,907,822
Massachusetts Commonwealth:
    6.375%, 8/1/2002........................................................                  7,750,000          8,311,642
    6.40%, 8/1/2003.........................................................                  3,175,000          3,406,616
    Consolidated Loan 6.50%, 6/1/2001 (Insured; FGIC).......................                  3,205,000          3,464,413
Massachusetts Water Resources Authority:
    5.10%, 12/1/2004........................................................                 10,000,000          9,568,800
    6.60%, 12/1/2004 (Prerefunded 12/1/2001) (b)............................                   7,000,00          7,685,020

DREYFUS INTERMEDIATE MUNICIPAL BOND FUND, INC.
STATEMENT OF INVESTMENTS (CONTINUED)                              MAY 31, 1994
                                                                                           PRINCIPAL
MUNICIPAL BONDS (CONTINUED)                                                                  AMOUNT            VALUE
                                                                                        ----------------    --------------
MASSACHUSETTS (CONTINUED)
Massachusetts Water Resources Authority (continued):
    6.70%, 12/1/2005 (Prerefunded 12/1/2001) (b)............................             $    4,235,000     $    4,691,364
    Refunding 5.10%, 3/1/2002...............................................                 13,575,000         13,310,287
New England Education Loan Marketing Corp., Student Loan Revenue, Refunding:
    6.20%, 9/1/2000.........................................................                  5,000,000          5,177,100
    5.05%, 12/1/2002........................................................                  2,500,000          2,403,100
    5.70%, 7/1/2005.........................................................                 10,000,000          9,735,400
MICHIGAN--4.9%
Dickinson County Economic Development Corp., SWDR, Refunding
    (Champion International) 6.55%, 3/1/2007................................                  8,000,000          8,056,480
Kent Hospital Finance Authority, Hospital Facility Revenue, Refunding
    (Blodgett Memorial Medical Center) 7%, 7/1/2001.........................                  2,500,000          2,646,800
Michigan Building Authority, Revenue 6.50%, 10/1/2005.......................                  8,440,000          9,061,606
Michigan Higher Education Student Loan Authority, Revenue, Refunding:
    5.70%, 9/1/2003.........................................................                  2,000,000          1,996,940
    5.80%, 9/1/2004.........................................................                  3,900,000          3,893,604
Michigan Hospital Finance Authority, Revenue, Refunding:
    (Mclaren Obligated Group):
      5.10%, 10/15/2005.....................................................                  3,655,000          3,349,661
      7%, 9/15/2007 (Prerefunded 9/15/2000) (b).............................                  3,670,000          4,092,123
      7.375%, 9/15/2008 (Prerefunded 9/15/2001) (b).........................                  6,925,000          7,923,585
    (Pontiac Osteopathic Hospital) 5.375%, 2/1/2006.........................                  8,345,000          7,556,815
    (Saint John's Hospital):
      8.70%, 12/1/1995 (Prerefunded 12/1/1995) (b)..........................                   3,035,000         3,299,257
      8.80%, 12/1/1995 (Prerefunded 12/1/1995) (b)..........................                   3,300,000         3,592,116
      8.90%, 12/1/1995 (Prerefunded 12/1/1995) (b)..........................                   3,590,000         3,912,956
      9%, 12/1/1995 (Prerefunded 12/1/1995) (b).............................                   3,760,000         4,103,664
    (Sisters of Mercy Health Corp.) 9.75%, 7/1/1994.........................                   3,095,000         3,108,463
Michigan Housing Development Authority, Rental Housing Revenue 6.10%, 4/1/2002                 4,500,000         4,615,875
Michigan Strategic Fund, SWDR (Genesee Power Station Project) 7.125%, 1/1/2006                 7,500,000         7,566,375
Wayne State University, University Revenues, Refunding:
    5.40%, 11/15/2006 (Insured; AMBAC)......................................                   3,105,000         3,049,731
    5.50%, 11/15/2007 (Insured; AMBAC)......................................                   3,500,000         3,437,945
MISSISSIPPI--.5%
Adams County, PCR (International Paper Co. Project) 5.625%, 11/15/2006......                   5,150,000         5,120,233
Mississippi Higher Education Assistance Corp., Student Loan Revenue 5.40%, 9/1/2002            2,940,000         2,941,646
MISSOURI--1.8%
Missouri Higher Education Loan Authority, Student Loan Revenue
    (Senior Lien) 5.625%, 2/15/2001.........................................                  4,525,000          4,568,530
Phelps City Industrial Development Authority, Industrial Revenue, Refunding
    (Excel Corp. Project) 7%, 12/1/2000.....................................                  4,500,000          4,836,780
Saint Louis, Airport Revenue, Refunding and Improvement
    (Lambert - Saint Louis International Airport) 6%, 7/1/2005 (Insured; FGIC)                9,675,000          9,917,068

DREYFUS INTERMEDIATE MUNICIPAL BOND FUND, INC.
STATEMENT OF INVESTMENTS (CONTINUED)                              MAY 31, 1994
                                                                                           PRINCIPAL
MUNICIPAL BONDS (CONTINUED)                                                                  AMOUNT            VALUE
                                                                                        ----------------    --------------
MISSOURI (CONTINUED)
Saint Louis Municipal Finance Corp., Leasehold Revenue, Refunding:
    5.375%, 7/15/2003 (LOC; Sanwa Bank) (a).................................             $    5,075,000     $    5,015,318
    5.50%, 7/15/2004 (LOC; Sanwa Bank) (a)..................................                  6,835,000          6,756,261
MONTANA--.5%
Montana Higher Education Student Assistance Corp., Student Loan Revenue:
    5.05%, 12/1/2000........................................................                  3,500,000          3,469,445
    5.15%, 12/1/2001........................................................                  3,000,000          2,992,620
    5.25%, 12/1/2002........................................................                  2,000,000          2,004,060
NEBRASKA--.8%
Albion, IDR, Refunding (Cargill, Inc. Project) 7%, 12/1/2000................                  2,600,000          2,794,584
Nebraska Higher Education Loan Program, Revenue 5.90%, 6/1/2003.............                 10,650,000         10,775,883
NEVADA--.7%
Clark County, Passenger Facility Charge Revenue
    (Las Vegas McCarran International Airport) 5.95%, 7/1/2005 (Insured; AMBAC)                6,365,000         6,589,303
Washoe County Airport Authority, Airport Systems Improvement Revenue
    5.60%, 7/1/2002 (Insured; MBIA).........................................                  5,000,000          5,077,600
NEW HAMPSHIRE--.3%
New Hampshire Higher Educational and Health Facilities Authority, Revenue,
Refunding
    (Catholic Medical Center) 8%, 7/1/2004..................................                  5,215,000          5,784,165
NEW JERSEY--2.8%
Mercer County Improvement Authority, Solid Waste Revenue, Refunding
    (Resources Recovery Project):
      6.80%, 4/1/2005.......................................................                  7,750,000          7,775,963
      6.50%, 4/1/2007 (Insured; FGIC).......................................                  7,620,000          8,180,070
New Jersey Economic Development Authority, Waste Paper Recycling Revenue
    (Marcal Paper Mills, Inc. Project):
      5.75%, 2/1/2004.......................................................                  2,815,000          2,729,818
      8.50%, 2/1/2010.......................................................                  2,930,000          3,384,707
New Jersey Health Care Facilities Financing Authority, Revenue:
    (Elizabeth General Medical Center) 7.30%, 7/1/2002......................                  3,235,000          3,477,269
    (Kimball Medical Center) 8%, 7/1/1998...................................                  6,970,000          7,628,665
New Jersey Sports and Exposition Authority (Sports Complex) 9%, 12/1/1995...                  8,180,000          8,818,122
Orange Township 6.60%, 2/1/2007.............................................                  5,600,000          6,047,104
NEW MEXICO--1.1%
New Mexico Educational Assistance Foundation, Student Loan Revenue:
    5.75%, 12/1/2004........................................................                 10,210,000          9,788,021
    5.85%, 12/1/2005........................................................                  9,215,000          8,812,489
NEW YORK--6.5%
Metropolitan Transportation Authority, Service Contract, Refunding:
    Commuter Facilities Revenue:
      6.625%, 7/1/2002......................................................                  2,370,000          2,524,856
      6.70%, 7/1/2003.......................................................                  2,835,000          3,095,990
    Transport Facilities Revenue 5.45%, 7/1/2007............................                  6,405,000          6,121,963

DREYFUS INTERMEDIATE MUNICIPAL BOND FUND, INC.
STATEMENT OF INVESTMENTS (CONTINUED)                              MAY 31, 1994
                                                                                            PRINCIPAL
MUNICIPAL BONDS (CONTINUED)                                                                  AMOUNT            VALUE
                                                                                        ----------------    --------------
NEW YORK (CONTINUED)
New York City:
    7.875%, 8/1/2000........................................................           $     12,400,000   $     13,522,076
    7.30%, 2/1/2001.........................................................                  5,000,000          5,446,850
    7.50%, 2/1/2001.........................................................                  3,000,000          3,325,380
    6.25%, 10/1/2001........................................................                  5,685,000          5,889,546
    7.50%, 8/15/2002........................................................                  5,000,000          5,466,350
    8.25%, 11/1/2002........................................................                  2,345,000          2,625,673
    7%, 2/1/2005............................................................                  5,500,000          5,905,020
    6%, 8/1/2007............................................................                 13,000,000         12,743,770
    Refunding 7.60%, 8/1/1996...............................................                 10,000,000         10,682,000
New York City Industrial Development Agency, IDR
    7.625%, 11/1/1999 (LOC; Algemene Bank Nederland) (a)....................                  2,200,000          2,266,836
New York State Dormitory Authority, Revenue:
    (Consolidated City University System) 5.70%, 7/1/2005...................                 13,000,000        12,887,290
    (State University Educational Facilities):
      7.625%, 5/15/2005 (Prerefunded 5/15/2000) (b).........................                  3,000,000         3,443,010
      Refunding 7.25%, 5/15/2003............................................                 11,995,000        13,406,452
New York State Mortgage Agency, Homeowner Mortgage Revenue 5.75%, 10/1/2010.                  3,000,000         2,853,420
NORTH CAROLINA--1.3%
North Carolina Municipal Power Agency, Number 1 Catawba Electric, Revenue
    6%, 1/1/2004............................................................                  5,000,000         5,195,300
Northampton County Industrial Facilities and Pollution Control Financing
Authority,
    SWDR 8.05%, 11/1/2004...................................................                  3,000,000         3,243,600
Northern Carolina Eastern Municipal Power Agency, Power Systems Revenue,
    Refunding 6%, 1/1/2006..................................................                 13,455,000        13,588,339
OHIO--1.8%
Cincinnati Student Loan Funding Corp., Student Loan Revenue:
    5.85%, 8/1/2004.........................................................                  5,500,000         5,565,560
    Refunding:
      5.70%, 7/1/1999.......................................................                  6,000,000         6,142,920
      7.20%, 8/1/2003.......................................................                  4,700,000         5,032,525
Franklin County, HR, Refunding
    (Holy Cross Health Systems):
      5%, 6/1/2003..........................................................                  2,650,000         2,510,080
      5.10%, 6/1/2004.......................................................                  2,790,000         2,628,208
      5.20%, 6/1/2005.......................................................                  2,930,000         2,754,434
Portage County, PCR (General Motors Corp. Project) 4.75%, 10/1/2000.........                  6,750,000         6,611,018
OKLAHOMA--.9%
Tulsa Airports Improvement Trust, General Revenue, Refunding
    (Tulsa International Airport) 6.125%, 6/1/1999..........................                  6,070,000         6,183,509
Tulsa County Industrial Authority, Health Care Revenue, Refunding
    (Saint Francis Hospital) 5.15%, 12/15/2003..............................                 10,000,000         9,647,900
PENNSYLVANIA--7.1%
Geisinger Authority, Health Systems Revenue 7.375%, 7/1/2002................                  5,000,000         5,449,150

DREYFUS INTERMEDIATE MUNICIPAL BOND FUND, INC.
STATEMENT OF INVESTMENTS (CONTINUED)                              MAY 31, 1994
                                                                                            PRINCIPAL
MUNICIPAL BONDS (CONTINUED)                                                                  AMOUNT            VALUE
                                                                                        ----------------    --------------
PENNSYLVANIA (CONTINUED)
Lebanon County Good Samaritan Hospital Authority, Refunding
    (Good Samaritan Hospital Project) 6%, 11/15/2009........................             $    1,000,000    $       931,980
Lehigh County General Purpose Authority, Revenue (Wiley House):
    8.65%, 11/1/2004........................................................                  5,000,000          4,925,000
    9.375%, 11/1/2006.......................................................                  7,070,000          6,928,600
Montgomery County Higher Education and Health Authority, Revenue
    (Northwestern Corp.) 8.375%, 6/1/2004...................................                  3,240,000          3,457,015
Pennsylvania Economic Development Financing Authority, RRR
    (Northampton Generating) 6.40%, 1/1/2009................................                  5,500,000          5,335,825
Pennsylvania Higher Education Assistance Agency, Student Loan Revenue
    7.50%, 4/1/2005 (Insured; MBIA).........................................                 10,000,000         11,173,700
Pennsylvania Intergovernmental Cooperative Authority, Special Tax Revenue
    (Philadelphia Funding Program) 5.75%, 6/15/1999 (Insured; FGIC).........                  8,000,000          8,309,200
Pennsylvania State 5.50%, 7/1/2001..........................................                  5,715,000          5,862,847
Philadelphia, Revenue:
    Water and Sewer 7.35%, 9/1/2004.........................................                  5,530,000          6,243,978
    Water and Wastewater, Refunding 5.50%, 6/15/2006........................                 12,750,000         12,401,543
Philadelphia Hospitals and Higher Education Facilities Authority, Revenue:
    (Community Mental Health/Retardation) 8.875%, 6/15/2009.................                 13,750,000         14,995,750
    (Graduate Health Systems Obligation Group) 7%, 7/1/2005.................                 10,670,000         10,844,668
    (Northwestern Corp.) 8.375%, 6/1/2004...................................                  2,290,000          2,446,842
    (Refunding - Temple University Hospital) 6.50%, 11/15/2008..............                  6,000,000          5,976,300
Philadelphia Municipal Authority, LR, Refunding 6%, 7/15/2003...............                  1,500,000          1,479,195
Scranton-Lackawanna Health and Welfare Authority, Hospital Facilities Revenue
    (Mercy Health Systems):
      6.90%, 1/1/2003 (Insured; MBIA).......................................                  3,075,000          3,376,196
      6.90%, 1/1/2004 (Insured; MBIA).......................................                  4,330,000          4,756,375
      7.25%, 6/15/2005 (Insured; MBIA, Prerefunded 6/15/2000) (b)...........                  4,020,000          4,522,902
    (University of Scranton Project)
      5.80%, 3/1/2000.......................................................                    500,000            503,115
Somerset County General Authority, Commonwealth LR
    6.70%, 10/15/2003 (Insured; FGIC).......................................                  3,010,000          3,297,786
RHODE ISLAND--1.5%
Rhode Island Convention Center Authority, Revenue, Refunding
    4.90%, 5/15/2004 (Insured; MBIA, Prerefunded 10/15/2001) (b)............                  6,000,000          5,704,560
Rhode Island Housing and Mortgage Finance:
    (Homeownership Opportunity) 6.40%, 10/1/2008............................                  5,170,000          5,203,502
    (Refunding-Rental Housing Program):
      5.65%, 10/1/2007......................................................                  2,175,000          2,106,879
      5.65%, 10/1/2008......................................................                  1,350,000          1,286,942
Rhode Island Student Loan Authority, Student Loan Revenue, Refunding
    6.85%, 12/1/2002........................................................                 11,500,000         12,206,330
SOUTH CAROLINA--1.4%
Charleston County, Hospital Facilities Revenue, Refunding and Improvement
    (Medical Society Health Project) 5.50%, 10/1/2005 (Insured; MBIA).......                  7,945,000          7,977,575

DREYFUS INTERMEDIATE MUNICIPAL BOND FUND, INC.
STATEMENT OF INVESTMENTS (CONTINUED)                              MAY 31, 1994
                                                                                            PRINCIPAL
MUNICIPAL BONDS (CONTINUED)                                                                  AMOUNT            VALUE
                                                                                        ----------------    --------------
SOUTH CAROLINA (CONTINUED)
Piedmont Municipal Power Agency, Electric Revenue, Refunding
    6.25%, 1/1/2004 (Insured; FGIC).........................................             $    4,050,000     $    4,286,034
South Carolina Education Assistance Authority, Revenue (Insured - Student
Loan)
    6.10%, 9/1/2000.........................................................                  5,390,000          5,601,180
York County, PCR (Bowater, Inc. Project) 7.625%, 3/1/2006...................                  6,900,000          7,163,925
TENNESSEE--.8%
Gatlinburg, COP (Gatlinburg Convention Center):
    8.75%, 12/1/1997........................................................                    695,000            781,382
    9%, 12/1/2002 (Prerefunded 12/1/1997) (b)...............................                  3,535,000          4,104,842
McMinn County Industrial Development Board, PCR, Refunding
    (Bowater, Inc. Project) 6.85%, 4/1/2001.................................                  1,900,000          1,992,644
Sullivan County Health Educational and Housing Facilities,
    Board Revenue (Holston Valley Health Care Project)
    7.125%, 2/15/2002 (Insured; MBIA, Prerefunded 2/15/2000) (b)............                  5,585,000          6,227,889
TEXAS--7.4%
Bell County Health Facilities Development Corp., Revenue:
    (Refunding - Central Texas Pooled Health) 4.75%, 10/1/1998..............                 15,000,000         14,567,550
    (Scott and White Memorial Hospital) 7.40%, 9/1/1999.....................                  2,985,000          3,233,143
Bexar County Health Facilities Development Corp., HR
    (Southwest Texas Methodist Hospitals) 6.625%, 11/1/2005 (Insured; AMBAC)                  3,000,000          3,275,880
Brazos Higher Education Authority, Student Loan Revenue, Refunding:
    5.40%, 6/1/2001.........................................................                  5,250,000          5,246,955
    5.50%, 6/1/2002.........................................................                  5,000,000          4,996,800
    5.60%, 6/1/2003.........................................................                  4,500,000          4,496,850
Central Texas Higher Education Authority, Student Loan Revenue, Refunding
    5.10%, 12/1/2003........................................................                  7,000,000          6,784,890
Dallas County Utility and Reclamation District, Refunding
    4.80%, 2/15/2006 (Insured; MBIA)........................................                  3,765,000          3,496,367
Gulf Coast Waste Disposal Authority, SWDR, Refunding
    (Quaker Oats Co. Project) 5.70%, 5/1/2006...............................                  6,210,000          6,172,554
Harris County, Senior Lien Revenue (Toll Roads):
    Multiple Mode 8%, 8/15/1997.............................................                  1,055,000          1,189,713
    Refunding 8%, 8/15/1997 (Prerefunded 8/15/1997) (b).....................                  1,180,000          1,332,952
Harris County Hospital District, Mortgage Revenue, Refunding 7.50%, 2/15/2003                 7,000,000          7,892,780
Houston, Hotel Occupancy Tax Revenue:
    7%, 7/1/2003 (Insured; FGIC)............................................                  4,400,000          4,798,728
    7%, 7/1/2004 (Insured; FGIC)............................................                  1,525,000          1,663,195
North Central Health Facility Development Corp., Revenue 9%, 5/15/2008 (c)..                 13,000,000         13,516,230
North Texas Higher Education Authority, Student Loan Revenue:
    7%, Series B, 4/1/2002 (Insured; AMBAC).................................                  4,250,000          4,514,775
    7%, Series E, 4/1/2002 (Insured; AMBAC).................................                  4,250,000          4,514,775
Rio Grande Valley Health Facilities Development Corp., HR, Refunding
    (Valley Baptist Medical Center) 9.07%, 8/1/2006 (c).....................                  5,100,000          5,315,424

DREYFUS INTERMEDIATE MUNICIPAL BOND FUND, INC.
STATEMENT OF INVESTMENTS (CONTINUED)                              MAY 31, 1994
                                                                                           PRINCIPAL
MUNICIPAL BONDS (CONTINUED)                                                                  AMOUNT            VALUE
                                                                                        ----------------    --------------
TEXAS (CONTINUED)
San Antonio, Refunding 5.75%, 8/1/2009......................................           $     16,000,000   $     15,839,040
South Texas Higher Education Authority, Student Loan Revenue, Refunding
    5.30%, 12/1/2003........................................................                  5,350,000          5,209,937
Texas Department of Housing and Community Affairs, Multi-Family Revenue,
Refunding
    (Dallas Association) 6.25%, 12/1/1995 (LOC; Phoenix Mutual Life Insurance Co.) (a)        5,000,000          5,163,900
Texas Water Resources Financing Authority, Revenue:
    7.25%, 8/15/1997........................................................                  2,000,000          2,151,160
    7.30%, 8/15/1998........................................................                  2,540,000          2,795,194
UTAH--2.1%
Carbon County, SWDR:
    (Refunding - Sunnyside Cogeneration Project) 9%, 7/1/2006...............                  9,750,000         10,390,478
    (Sunnyside Cogeneration Association) 7.50%, 7/1/2007....................                  5,500,000          5,548,675
Salt Lake County Municipal Building Authority, LR:
    5.90%, 10/1/2006 (Insured; MBIA)........................................                  4,260,000          4,298,127
    6%, 10/1/2007 (Insured; MBIA)...........................................                  1,920,000          1,935,514
Utah Board of Regents, Student Loan Revenue:
    6.25%, 11/1/2003 (Insured; AMBAC).......................................                  3,000,000          3,092,310
    7.05%, 11/1/2003 (Insured; AMBAC).......................................                  5,000,000          5,241,700
    6.35%, 11/1/2004 (Insured; AMBAC).......................................                  3,000,000          3,096,660
    6.45%, 11/1/2005 (Insured; AMBAC).......................................                  3,000,000          3,132,780
VERMONT--1.0%
Vermont Educational and Health Buildings Financing Agency, Revenue, Refunding
    (Hospital Medical Center - Hospital of Vermont) 9.65%, 9/1/2007 (c).....                  4,800,000          4,599,216
Vermont Student Assistance Corp., Education Loan Revenue (Finance Program):
    6.25%, 6/15/2003 (Insured; FSA).........................................                  3,200,000          3,311,456
    6.25%, 12/15/2003 (Insured; FSA)........................................                  3,500,000          3,575,460
    Refunding:
      6.25%, 6/15/1998 (Insured; AMBAC).....................................                  3,250,000          3,434,503
      6.35%, 6/15/1999 (Insured; AMBAC).....................................                  2,500,000          2,652,050
VIRGINIA--.4%
Fairfax County Economic Development Authority, Educational Facilities Revenue
    (George Mason University Educational Foundation) 6.95%, 11/15/2002......                  5,360,000          5,611,330
Fairfax Industrial Development Authority, Educational Facilities Revenue
    (George Mason University Educational Foundation) 6.50%, 11/15/2002......                  2,000,000          2,039,300
WASHINGTON--4.4%
Chelan County Public Utility District, Consolidated Revenue 7.55%, 7/1/2002.                  6,515,000          7,250,804
Clark County Public Utility District Number 1, Electric Revenue, Refunding:
    6.10%, 1/1/2002 (Insured; FGIC).........................................                  2,015,000          2,127,336
    6.30%, 1/1/2004 (Insured; FGIC).........................................                  3,160,000          3,353,108
Port Seattle, Revenue 6.50%, 11/1/2005......................................                  3,000,000          3,181,530
Washington Health Care Facilities Authority, Revenue:
    (Childrens Hospital and Medical Center) 6.125%, 10/1/2007 (Insured; FGIC)                  4,000,000         4,108,960
    (Refunding - Yakima Valley Memorial Hospital) 7.875%, 1/1/2003..........                  3,300,000          3,610,365
    (Sisters of Providence Hospital) 7.50%, 10/1/1994.......................                  1,805,000          1,829,007

DREYFUS INTERMEDIATE MUNICIPAL BOND FUND, INC.
STATEMENT OF INVESTMENTS (CONTINUED)                              MAY 31, 1994
                                                                                            PRINCIPAL
MUNICIPAL BONDS (CONTINUED)                                                                  AMOUNT            VALUE
                                                                                        ----------------    --------------
WASHINGTON (CONTINUED)
Washington Public Power Supply Systems, Revenue, Refunding:
    (Nuclear Project Number 1):
      7.70%, 7/1/2002.......................................................           $     16,745,000   $     19,263,281
      7.25%, 7/1/2003.......................................................                  2,400,000          2,650,128
      6.60%, 7/1/2004.......................................................                  2,500,000          2,650,375
    (Nuclear Project Number 2):
      7.50%, 7/1/2003.......................................................                  5,775,000          6,443,630
      5.375%, 7/1/2011......................................................                  6,000,000          5,470,800
    (Nuclear Project Number 3) 7.375%, 7/1/2004.............................                  5,500,000          6,072,660
Washington State 6.20%, 2/1/2006............................................                  7,500,000          7,859,175
WEST VIRGINIA--.2%
Kanawha County, PCR (Union Carbide Corp.) 7.35%, 8/1/2004...................                  2,600,000          2,755,428
WISCONSIN--1.8%
Carlton, PCR, Refunding (Wisconsin Public Service Corp.) 6.125%, 10/1/2005..                  5,000,000          5,203,350
Milwaukee County 5.30%, 12/1/2005...........................................                  3,000,000          2,946,840
Wisconsin Health and Educational Facilities Authority, Revenue, Refunding
    (Wheaton Franciscan Services, Inc.):
      6%, 8/15/2006 (Insured; MBIA).........................................                  3,555,000          3,638,080
      6%, 8/15/2007 (Insured; MBIA).........................................                  3,780,000          3,838,212
      6.50%, 8/15/2007 (Insured; MBIA)......................................                  3,000,000          3,147,810
Wisconsin Housing and Economic Development Authority, Housing Revenue
    5.30%, 11/1/2006........................................................                  7,075,000          6,569,279
Wisconsin State, Refunding (Veteran Housing) 4.85%, 11/1/2006...............                  6,500,000          5,872,945
U.S. RELATED--.3%
Puerto Rico Municipal Finance Agency 5.70%, 7/1/2003........................                  5,000,000          5,084,350
                                                                                                          ----------------
TOTAL MUNICIPAL BONDS (cost $1,602,548,248).................................                                $1,653,113,177
                                                                                                          ================
SHORT-TERM MUNICIPAL INVESTMENTS--5.0%
FLORIDA--.2%
Jacksonville Health Facilities Authority, Health Facilities Revenue, VRDN
    (HSI Support Systems) 3.20% (Insured; MBIA) (e).........................            $     3,800,000   $     3,800,000
KENTUCKY--.9%
Jefferson County, HR, VRDN (Alliant Health Systems Project)
    3.05% (Insured; MBIA) (e)...............................................                 16,400,000        16,400,000
LOUISIANA--1.8%
Louisiana Correctional Facilities Corp., LR, VRDN
    2.85% (Insured: FGIC and MBIA) (e)......................................                 16,200,000        16,200,000
Louisiana Offshore Terminal Authority, Deepwater Port Revenue, VRDN (Loop
Inc.)
    3.10% (LOC; Union Bank of Switzerland) (a,e)............................                 15,000,000        15,000,000
NEW YORK--.5%
New York City, VRDN 3.20% (LOC; Chemical Bank) (a,e)........................                  8,000,000         8,000,000

DREYFUS INTERMEDIATE MUNICIPAL BOND FUND, INC.
STATEMENT OF INVESTMENTS (CONTINUED)                             MAY 31, 1994
                                                                                           PRINCIPAL
SHORT-TERM MUNICIPAL INVESTMENT (CONTINUED)                                                  AMOUNT            VALUE
                                                                                        ----------------    --------------
WASHINGTON--1.6%
Washington Public Power Supply Systems, Revenue, VRDN
    (Nuclear Project Number 3) 2.95% (e)....................................        $     27,000,000      $     27,000,000
                                                                                                          ----------------
TOTAL SHORT-TERM MUNICIPAL INVESTMENTS (cost $86,400,000)...................                              $     86,400,000
                                                                                                          ================
TOTAL INVESTMENTS--100.0%
    (cost $1,688,948,248)...................................................                              $  1,739,513,177
                                                                                                          ================
</TABLE>
<TABLE>
<CAPTION>
SUMMARY OF ABBREVIATIONS
<S>           <C>                                                <S>     <C>
AMBAC         American Municipal Bond Assurance Corporation      LR      Lease Revenue
COP           Certificate of Participation                       MBIA    Municipal Bond Insurance Association
FGIC          Financial Guaranty Insurance Corporation           MFHR    Multi-Family Housing Revenue
FNMA          Federal National Mortgage Association              PCR     Pollution Control Revenue
FSA           Financial Security Assurance                       RRR     Resources Recovery Revenue
HR            Hospital Revenue                                   SWDR    Solid Waste Disposal Revenue
IDR           Industrial Development Revenue                     VRDN    Variable Rate Demand Notes
LOC           Letter of Credit
</TABLE>
<TABLE>
<CAPTION>
SUMMARY OF COMBINED RATINGS (UNAUDITED)
FITCH (F)              OR          MOODY'S             OR         STANDARD & POOR'S          PERCENTAGE OF VALUE
- ---------                          ---------                      --------------------    -----------------------
<S>                                <C>                            <S>                               <C>
AAA                                Aaa                            AAA                               34.1%
AA                                 Aa                             AA                                19.3
A                                  A                              A                                 24.0
BBB                                Baa                            BBB                               11.1
BB                                 Ba                             BB                                  .1
F1                                 MIG1, VMIG1 & P1               SP1, A1                            3.1
Not Rated                          Not Rated                      Not Rated                          8.3
                                                                                                  --------
                                                                                                   100.0%
                                                                                                  ========
</TABLE>
NOTES TO STATEMENT OF INVESTMENTS:
    (a) Secured by letters of credit.
    (b) Bonds which are prerefunded are collateralized by U.S. Government
    securities which are held in escrow and are used to pay principal and
    interest on the tax-exempt issue and to retire the bonds in full at the
    earliest refunding date.
    (c) Residual interest security - the interest rate is subject to change
    periodically.
    (d) Security exempt from registration under Rule 144A of the Securities
    Act of 1933. These securities may be resold in transactions exempt from
    registration, normally to qualified institutional buyers. At May 31,
    1994, these securities amounted to $34,353,375 or 2.0% of net assets.
    (e) Securities payable on demand. The interest rate, which is subject to
    change, is based upon bank prime rates or an index of market interest
    rates.
    (f) Fitch currently provides creditworthiness information for a limited
    number of investments.


See notes to financial statements.
<TABLE>
<CAPTION>
DREYFUS INTERMEDIATE MUNICIPAL BOND FUND, INC.
STATEMENT OF ASSETS AND LIABILITIES                               MAY 31, 1994
ASSETS:
    <S>                                                                                   <C>              <C>
    Investments in securities, at value
      (cost $1,688,948,248)_see statement...................................                               $1,739,513,177
    Interest receivable.....................................................                                   33,920,970
    Receivable for investment securities sold...............................                                    5,450,830
    Receivable for subscriptions to Common Stock............................                                      103,907
    Prepaid expenses........................................................                                       86,658
                                                                                                          ----------------
                                                                                                             1,779,075,542
LIABILITIES:
    Due to The Dreyfus Corporation..........................................              $     906,619
    Due to Custodian........................................................                 17,395,322
    Payable for investment securities purchased.............................                 36,283,718
    Payable for Common Stock redeemed.......................................                    178,313
    Accrued expenses........................................................                     185,572        54,949,544
                                                                                           -------------  ----------------
NET ASSETS  ................................................................                              $  1,724,125,998
                                                                                                          ================
REPRESENTED BY:
    Paid-in capital.........................................................                              $ 1,666,385,894
    Accumulated undistributed net realized gain on investments..............                                    7,175,175
    Accumulated net unrealized appreciation on investments_Note 3...........                                   50,564,929
                                                                                                          ----------------
NET ASSETS at value, applicable to 124,537,055 shares outstanding
    (300 million shares of $.01 par value Common Stock authorized)..........                              $  1,724,125,998
                                                                                                          ================
NET ASSET VALUE, offering and redemption price per share
    ($1,724,125,998 / 124,537,055 shares)...................................                                       $13.84
                                                                                                                   ======
STATEMENT OF OPERATIONS                                                                          YEAR ENDED MAY 31, 1994
INVESTMENT INCOME:
    INTEREST INCOME.........................................................                               $   106,846,989
    EXPENSES:
      Management fee--Note 2(a).............................................                $10,646,104
      Shareholder servicing costs_Note 2(b).................................                  1,584,883
      Custodian fees........................................................                    123,554
      Professional fees.....................................................                     72,685
      Registration fees.....................................................                     64,786
      Prospectus and shareholders' reports..................................                     53,003
      Directors' fees and expenses_Note 2(c)................................                     31,235
      Miscellaneous.........................................................                    107,437
                                                                                           -------------
          TOTAL EXPENSES....................................................                                   12,683,687
                                                                                                          ----------------
          INVESTMENT INCOME--NET............................................                                     94,163,302
REALIZED AND UNREALIZED (LOSS) ON INVESTMENTS:
    Net realized gain on investments_Note 3.................................                $16,989,268
    Net unrealized (depreciation) on investments............................                (57,274,612)
                                                                                           -------------
          NET REALIZED AND UNREALIZED (LOSS) ON INVESTMENTS.................                                  (40,285,344)
                                                                                                          ----------------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS........................                              $     53,877,958
                                                                                                          ================

See notes to financial statements.
DREYFUS INTERMEDIATE MUNICIPAL BOND FUND, INC.
STATEMENT OF CHANGES IN NET ASSETS
                                                                                                   YEAR ENDED MAY 31,
                                                                                        ------------------------------------
                                                                                              1993                  1994
                                                                                        ----------------      ----------------
OPERATIONS:
    Investment income--net..................................................              $   89,875,527    $   94,163,302
    Net realized gain on investments........................................                 24,522,877         16,989,268
    Net unrealized appreciation (depreciation) on investments for the year..                 49,296,286       (57,274,612)
                                                                                          ------------      --------------
      NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS..................                163,694,690         53,877,958
                                                                                          ------------      --------------
DIVIDENDS TO SHAREHOLDERS FROM:
    Investment income--net..................................................                (89,601,667)       (94,921,816)
    Net realized gain on investments........................................                (34,098,804)       (20,390,870)
                                                                                          ------------      --------------
      TOTAL DIVIDENDS.......................................................              (123,700,471)      (115,312,686)
                                                                                          ------------      --------------
CAPITAL STOCK TRANSACTIONS:
    Net proceeds from shares sold...........................................                728,261,302      1,103,022,230
    Dividends reinvested....................................................                 96,230,044         88,406,570
    Cost of shares redeemed.................................................              (604,498,167)    (1,109,542,268)
                                                                                          ------------      --------------
      INCREASE IN NET ASSETS FROM CAPITAL STOCK TRANSACTIONS................                219,993,179         81,886,532
                                                                                          ------------      --------------
          TOTAL INCREASE IN NET ASSETS......................................                259,987,398         20,451,804
NET ASSETS:
    Beginning of year.......................................................            1,443,686,796        1,703,674,194
                                                                                          ------------      --------------
    End of year (including undistributed investment income--net of
      $758,514 in 1993).....................................................          $1,703,674,194        $1,724,125,998
                                                                                      ==============        ==============
                                                                                             SHARES            SHARES
                                                                                          ------------      --------------
CAPITAL SHARE TRANSACTIONS:
    Shares sold.............................................................                 51,329,355         76,481,952
    Shares issued for dividends reinvested..................................                  6,821,407          6,129,404
    Shares redeemed.........................................................                (42,551,885)      (77,120,425)
                                                                                          ------------      --------------
      NET INCREASE IN SHARES OUTSTANDING....................................                 15,598,877         5,490,931
                                                                                      ==============        ==============


See notes to financial statements.
</TABLE>
DREYFUS INTERMEDIATE MUNICIPAL BOND FUND, INC.
CONDENSED FINANCIAL INFORMATION:

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

See notes to financial statements.

DREYFUS INTERMEDIATE MUNICIPAL BOND FUND, INC.
NOTES TO FINANCIAL STATEMENTS
NOTE 1--SIGNIFICANT ACCOUNTING POLICIES:
    The Fund is registered under the Investment Company Act of 1940 ("Act")
as a diversified open-end management investment company. Dreyfus Service
Corporation ("Distributor") acts as the exclusive distributor of the Fund's
shares, which are sold to the public without a sales charge. The Distributor
is a wholly-owned subsidiary of The Dreyfus Corporation ("Manager").
    (A) PORTFOLIO VALUATION: The Fund's investments are valued each business
day by an independent pricing service ("Service") approved by the Board of
Directors. Investments for which quoted bid prices are readily available and
are representative of the bid side of the market in the judgment of the
Service are valued at the mean between the quoted bid prices (as obtained by
the Service from dealers in such securities) and asked prices (as calculated
by the Service based upon its evaluation of the market for such securities).
Other investments (which constitute a majority of the portfolio securities)
are carried at fair value as determined by the Service, based on methods
which include consideration of: yields or prices of municipal securities of
comparable quality, coupon, maturity and type; indications as to values from
dealers; and general market conditions.
    (B) SECURITIES TRANSACTIONS AND INVESTMENT INCOME: Securities
transactions are recorded on a trade date basis. Realized gain and loss from
securities transactions are recorded on the identified cost basis. Interest
income, adjusted for amortization of premiums and, when appropriate,
discounts on investments, is earned from settlement date and recognized on
the accrual basis. Securities purchased or sold on a when-issued or
delayed-delivery basis may be settled a month or more after the trade date.
    (C) DIVIDENDS TO SHAREHOLDERS: It is the policy of the Fund to declare
dividends daily from investment income-net. Such dividends are paid monthly.
Dividends from net realized capital gain are normally declared and paid
annually, but the Fund may make distributions on a more frequent basis to
comply with the distribution requirements of the Internal Revenue Code. To
the extent that net realized capital gain can be offset by capital loss
carryovers, if any, it is the policy of the Fund not to distribute such gain.
    (D) FEDERAL INCOME TAXES: It is the policy of the Fund to continue to
qualify as a regulated investment company, which can distribute tax exempt
dividends, by complying with the applicable provisions of the Internal
Revenue Code, and to make distributions of income and net realized capital
gain sufficient to relieve it from substantially all Federal income taxes.
NOTE 2--MANAGEMENT FEE AND OTHER TRANSACTIONS WITH AFFILIATES:
    (A) Pursuant to a management agreement ("Agreement") with the Manager,
the management fee is computed at the annual rate of .60 of 1% of the average
daily value of the Fund's net assets and is payable monthly. However,
pursuant to the court approved settlement of previously disclosed litigation,
commencing October 15, 1988 the Manager has agreed to make payments to the
Fund for 10 years, ranging from $0 to $1 million per year depending upon
average daily net assets of the Fund. The management fee for the year ended
May 31, 1994 was reduced by $90,000 pursuant to the settlement of litigation.
    The Agreement provides for an expense reimbursement from the Manager
should the Fund's aggregate expenses, exclusive of taxes, interest on
borrowings, brokerage and extraordinary expenses, exceed 11/2% of the average
value of the Fund's net assets for any full fiscal year. There was no expense
reimbursement for the year ended May 31, 1994.
DREYFUS INTERMEDIATE MUNICIPAL BOND FUND, INC.
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
    (B) Pursuant to the Fund's Shareholder Services Plan, the Fund reimburses
the Distributor an amount not to exceed an annual rate of .25 of 1% of the
value of the Fund's average daily net assets for servicing shareholder
accounts. The services provided may include personal services relating to
shareholder accounts, such as answering shareholder inquiries regarding the
Fund and providing reports and other information, and services related to the
maintenance of shareholder accounts. During the year ended May 31, 1994, the
Fund was charged an aggregate of $544,399 pursuant to the Shareholder
Services Plan.
    (C) Certain officers and directors of the Fund are "affiliated persons,"
as defined in the Act, of the Manager and/or the Distributor. Each director
who is not an "affiliated person" receives an annual fee of $4,500 and an
attendance fee of $500 per meeting.
    (D) On December 5, 1993, the Manager entered into an Agreement and Plan
of Merger (the "Merger Agreement") providing for the merger of the Manager
with a subsidiary of Mellon Bank Corporation ("Mellon").
    Following the merger, it is planned that the Manager will be a direct
subsidiary of Mellon Bank, N.A. Closing of this merger is subject to a number
of contingencies, including receipt of certain regulatory approvals and
approvals of the stockholders of the Manager and of Mellon. The merger is
expected to occur in August 1994, but could occur later.
    As a result of regulatory requirements and the terms of the Merger
Agreement, the Manager will seek various approvals from the Fund's
shareholders before completion of the merger. Proxy materials, approved by
the Fund's Board, recently have been mailed to Fund shareholders.
NOTE 3--SECURITIES TRANSACTIONS:
    Purchases and sales of securities amounted to $1,931,953,402 and
$1,830,464,974, respectively, for the year ended May 31, 1994, and consisted
entirely of municipal bonds and short-term municipal investments.
    At May 31, 1994, accumulated net unrealized appreciation on investments
was $50,564,929, consisting of $68,510,167 gross unrealized appreciation and
$17,945,238 gross unrealized depreciation.
    At May 31, 1994, the cost of investments for Federal income tax purposes
was substantially the same as the cost for financial reporting purposes (see
the Statement of Investments).

DREYFUS INTERMEDIATE MUNICIPAL BOND FUND, INC.
REPORT OF ERNST & YOUNG, INDEPENDENT AUDITORS
SHAREHOLDERS AND BOARD OF DIRECTORS
DREYFUS INTERMEDIATE MUNICIPAL BOND FUND, INC.
    We have audited the accompanying statement of assets and liabilities of
Dreyfus Intermediate Municipal Bond Fund, Inc., including the statement of
investments, as of May 31, 1994, and the related statement of operations for
the year then ended, the statement of changes in net assets for each of the
two years in the period then ended, and financial highlights for each of the
years indicated therein. These financial statements and financial highlights
are the responsibility of the Fund's management. Our responsibility is to
express an opinion on these financial statements and financial highlights
based on our audits.
    We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements and
financial highlights are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements. Our procedures included confirmation of
securities owned as of May 31, 1994 by correspondence with the custodian and
brokers. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
    In our opinion, the financial statements and financial highlights
referred to above present fairly, in all material respects, the financial
position of Dreyfus Intermediate Municipal Bond Fund, Inc. at May 31, 1994,
the results of its operations for the year then ended, the changes in its net
assets for each of the two years in the period then ended, and the financial
highlights for each of the indicated years, in conformity with generally
accepted accounting principles.

Signature Logo
New York, New York
July 5, 1994





                DREYFUS INTERMEDIATE MUNICIPAL BOND FUND, INC.


                           PART C. OTHER INFORMATION
                           _________________________


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

     (a)   Financial Statements:

                Included in Part A of the Registration Statement

                Condensed Financial Information for the ten fiscal years
                ended May 31, 1994.

                Included in Part B of the Registration Statement:

                     Statement of Investments-- May 31, 1994.

                     Statement of Assets and Liabilities-- May 31, 1994.

                     Statement of Operations--year ended May 31, 1994.

                     Statement of Changes in Net Assets--for each of the
                     years ended May 31, 1993 and 1994.

                     Notes to Financial Statements

                     Report of Ernst & Young, Independent Auditors, dated
                     July 5, 1994.






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





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

  (b)      Exhibits:

  (1)(a)   Registrant's Articles of Incorporation and Articles of Amendment
           are incorporated by reference to Exhibit (1) of the Registration
           Statement on Form N-1, filed on April 28, 1983, Pre-Effective
           Amendment No. 1 to the Registration Statement on Form N-1, filed
           on July 15, 1983 and Post-Effective Amendment No. 13 to the
           Registration Statement on Form N-1A, filed on August 6, 1991.

  (1)(b)   Registrant's Articles of Amendment are incorporated by reference
           to Exhibit (1)(b) of Post-Effective Amendment No.15 to the
           Registration Statement on Form N-1A, filed on September 28, 1993.

  (2)      Registrant's By-Laws, as amended On October 18, 1989, are
           incorporated by reference to Exhibit (2) of Post-Effective
           Amendment No. 12 to the Registration Statement on Form N-1A, filed
           on August 1, 1990.

  (4)      Specimen Certificate for the Registrant's securities is
           incorporated by reference to Exhibit (4) of Pre-Effective
           Amendment No. 1  to the Registration Statement on Form N-1, filed
           on July 15, 1983.

  (5)      Management Agreement is incorporated by reference to Exhibit (5)
           of Pre-Effective Amendment No. 1 to the Registration Statement on
           Form N-1, filed on July 15, 1983.

  (6)(a)   Distribution Agreement is incorporated by reference to Exhibit (6)
           of Pre-Effective Amendment No. 1 to the Registration Statement on
           Form N-1, filed on July 15, 1983.

  (8)(a)   Amended and Restated Custody Agreement, dated August 18, 1989 is
           incorporated by reference to Exhibit 8(a) of Post-Effective
           Amendment No. 12 to the Registration Statement on Form N-1A, filed
           on August 1, 1990.

  (8)(b)   Sub-Custodian Agreements are incorporated by reference to Exhibit
           (b) of Post-Effective Amendment No. 6 and Exhibit (8)(c) and (d)
           of Post-Effective Amendment No. 9 to the Registration Statement on
           Form N-1A, filed on September 26, 1986 and September 28, 1988,
           respectively.

  (9)      Shareholder Services Plan, dated July 14, 1993, is incorporated by
           reference to Exhibit (9) of Post-Effective Amendment No. 15 to the
           Registration Statement on Form N-1A, filed on September 28, 1993.

  (10)     Opinion and Consent of Registrant's counsel is incorporated by
           reference to Exhibit (10) of Pre-Effective Amendment No. 1 to the
           Registration Statement on Form N-1, filed on July 15, 1983.

  (11)     Consent of Independent Auditors.

  (16)     Schedules of Calculation of Performance Data.



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

           Other Exhibits
           ______________

                (a)  Powers of Attorney are incorporated reference to the
                     Signature Page of Post-Effective Amendment No. 9 to the
                     Registration Statement on Form N-1A, filed on September
                     28, 1988 and Other Exhibit of Post-Effective Amendment
                     No. 13 to the Registration Statement on Form N-1A, filed
                     on August 6, 1991, and Other Exhibit of Post-Effective
                     Amendment No. 14 to the Registration Statement on Form
                     N-1A, filed on September 25, 1992.

                (b)  Registrant's Certificate of Corporate Secretary is
                     incorporated by reference to Post-Effective Amendment
                     No. 11 to Registration Statement on Form N-1A, on
                     September 26, 1989.

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

           Not Applicable

Item 26.   Number of Holders of Securities.
_______    ________________________________

            (1)                              (2)

                                                Number of Record
         Title of Class                  Holders as of July 5, 1994
         ______________                  _____________________________

         Common Stock
         (Par value $.01)                    39,265

Item 27.    Indemnification
_______     _______________

         The Statement as to the general effect of any contract,
         arrangements or statute under which a director, officer,
         underwriter or affiliated person of the Registrant is insured or
         indemnified in any manner against any liability which may be
         incurred in such capacity, other than insurance provided by any
         director, officer, affiliated person or underwriter for their own
         protection, is incorporated by reference to Item 4 of the
         Registration Statement on Form N-1, filed on April 28, 1983, and
         Exhibit (4) of Pre-Effective Amendment No. 1 to the Registration
         Statement on Form N-1, filed on July 15, 1983.

         Reference is also made to the Management Agreement and to the
         Distribution Agreement, incorporated by reference to Exhibits (5)
         and (6) of Pre-Effective Amendment No. 1  to the Registration
         Statement on Form N-1, filed on July 15, 1983.

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

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


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

          Officers and Directors of Investment Adviser
          ____________________________________________


Name and Position
with Dreyfus                  Other Businesses
_________________             ________________

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

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

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

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

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

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

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

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

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

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

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


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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

______________________________________

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


Item 29.  Principal Underwriters
________  ______________________

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

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


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

Howard Stein*             Chairman of the Board                   None

Robert H. Schmidt*        President and Director                  None

Joseph S. DiMartino*      Executive Vice President and Director   None

Lawrence M. Greene*       Executive Vice President and Director   None

Julian M. Smerling*       Executive Vice President and Director   None

Elie M. Genadry*          Executive Vice President                None

Henry D. Gottmann*        Executive Vice President                None

Donald A. Nanfeldt*       Executive Vice President                None

Kevin Flood*              Senior Vice President                   None

Roy Gross*                Senior Vice President                   None

Irene Papadoulis**        Senior Vice President                   None

Kirk Stumpp*              Senior Vice President and               None
                               Director of Marketing

Diane M. Coffey*          Vice President                          None

Walter T. Harris*         Vice President                          None

William Harvey*           Vice President                          None

Adwick Pinnock**          Vice President                          None

George Pirrone*           Vice President/Trading                  None

Karen Rubin Waldmann*     Vice President                          None

Peter D. Schwab*          Vice President/New Products             None

Michael Anderson*         Assistant Vice President                None

Carolyn Sobering*         Assistant Vice President-Trading        None

Daniel C. Maclean*        Secretary                               Vice
                                                                  President

Robert F. Dubuss*         Treasurer                               None

Maurice Bendrihem*        Controller                              None

Michael J. Dolitsky*      Assistant Controller                    None

Susan Verbil Goldgraben*  Assistant Treasurer                     None

Christine Pavalos*        Assistant Secretary                     Assistant
                                                                  Secretary


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

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

Elie M. Genadry*          President                               None

Craig E. Smith*           Executive Vice President                None

Peter Moeller*            Vice President and Sales Manager        None

Kristina Williams
Pomano Beach, FL          Vice President-Administration           None

James Barr
Newton, MA                Regional Vice President                 None

Mary B. Brundage
Pasadena, CA              Regional Vice President                 None

Edward Donley
Latham, NY                Regional Vice President                 None

Thomas Ellis
Ranchero Murietta, CA     Regional Vice President                 None

Glenn Farinacci*          Regional Vice President                 None

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

William Frey
Hoffman Estates, IL       Regional Vice President                 None

Suzanne Haley
Tampa, FL                 Regional Vice President                 None

Philip Jochem
Warrington, PA            Regional Vice President                 None

Richard P. Kundracik
Waterford, MI             Regional Vice President                 None

Michael Lane
Beaver Falls, PA          Regional Vice President                 None

Fred Lanier
Atlanta, GA               Regional Vice President                 None

Beth Presson
Colchester, VT            Regional Vice President                 None

Joseph Reaves
New Orleans, LA           Regional Vice President                 None

Christian Renninger
Germantown, MD            Regional Vice President                 None

Robert J. Richardson
Houston, TX               Regional Vice President                 None

Kurt Wiessner
Minneapolis, MN           Regional Vice President                 None


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

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

Elie M. Genadry*          President                               None

Donald A. Nanfeldt*       Executive Vice President                None

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

Charles Cardona**         Senior Vice President-                  None
                               Institutional Services

Stacy Alexander*          Vice President-Bank Wholesale           None

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

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

Stephen Burke*            Vice President-Bank Wholesaler          None
                               Sales Manager

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

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

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

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

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

William Davis
Bellevue, WA              Vice President                          None

William E. Findley****    Vice President                          None

Melinda Miller Gordon*    Vice President                          None

Christina Haydt++         Vice President-Institutional Sales      None

Carol Anne Kelty*         Vice President-Institutional Sales      None

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

Bradford Lange*           Vice President-Bank Wholesale           None

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

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

Mary McCabe***            Vice President-Bank Wholesale           None

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

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

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

Andrew Pearson+++         Vice President-Institutional Sales      None

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

Dwight Pierce+            Vice President-Bank Wholesale           None

Lorianne Pinto*           Vice President-Bank Wholesale           None

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

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

Edward Sands*              Vice President-Institutional
                               Administration                     None

William Schalda*          Vice President-Institutional            None
                               Administration

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

Brant Snavely
Charlotte, NC             Vice President-Bank Wholesale           None

Thomas Stallings
Richmond, VA              Vice President-Institutional Sales      None



Elizabeth Biordi          Vice President-Institutional
     Wieland*                  Administration                     None

Thomas Winnick
Malverne, PA              Vice President-Bank Wholesale           None

Jeanne Butler*            Assistant Vice President-
                               Institutional Operations           None

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

Tracy Hopkins**           Assistant Vice President-
                               Institutional Operations           None

Lois Paterson*            Assistant Vice President-
                               Institutional Operations           None

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

Patrick Synan**           Assistant Vice President-
                               Institutional Support              None

Emilie Tongalson**         Assistant Vice President-
                               Institutional Servicing            None

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


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

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

Elie M. Genadry*          President                               None

Robert W. Stone*          Executive Vice President                None

Leonard Larrabee*         Vice President and Senior Counsel       None

George Anastasakos*       Vice President                          None

Bart Ballinger++          Vice President-Sales                    None

Paula Cleary*             Vice President-Marketing                None

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

William Gallagher*        Vice President-Sales                    None

Jeffrey Lejune
Dallas, TX                Vice President-Sales                    None

Samuel Mancino**          Vice President-Installation             None

Joanna Morris*            Vice President-Sales                    None

Joseph Pickert++          Vice President-Sales                    None

Alison Saunders**         Vice President-Enrollment               None

Scott Zeleznik*           Vice President-Sales                    None

Alana Zion*               Vice President-Sales                    None

Jeffrey Blake*            Assistant Vice President-Sales          None



_____________________________________________________



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



Item 30.    Location of Accounts and Records
            ________________________________

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

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

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

Item 31.    Management Services
_______     ___________________

            Not Applicable

Item 32.    Undertakings
________    ____________

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

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


                                  SIGNATURES
                                  __________


     Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it meets all
of the requirements for effectiveness of this Amendment to the Registration
Statement pursuant to Rule 485(b) under the Securities Act of 1933 and has
duly caused this Amendment to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of New York,
and State of New York on the 25th day of July, 1994.

               DREYFUS INTERMEDIATE MUNICIPAL BOND FUND, INC.


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


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


       Signatures                        Title                       Date
__________________________     ______________________________     __________


/s/Richard J. Moynihan*        President (Principal Executive      7/25/94
______________________________ Officer) and Director
Richard J. Moynihan

/s/John J. Pyburn*             Treasurer (Principal Financial      7/25/94
_____________________________  Officer)
John J. Pyburn

/s/Gregory S. Gruber*          Controller (Principal Accounting    7/25/94
______________________________ Officer)
Gregory S. Gruber

/s/David W. Burke*             Director                            7/25/94
_____________________________
David W. Burke

/s/Samuel Chase*               Director                            7/25/94
_____________________________
Samuel Chase

/s/Joni Evans*                 Director                            7/25/94
_____________________________
Joni Evans

/s/Lawrence M. Greene*         Director                            7/25/94
_____________________________
Lawrence M. Greene

/s/Arnold S. Hiatt*            Director                            7/25/94
_____________________________
Arnold S. Hiatt

/s/David J. Mahoney*           Director                            7/25/94
_____________________________
David J. Mahoney

/s/Burton N. Wallack*          Director                            7/25/94
_____________________________
Burton N. Wallack


*BY:  __________________________
      Mark N. Jacobs,
      Attorney-in-Fact






               DREYFUS INTERMEDIATE MUNICIPAL BOND FUND, INC.




                                  EXHIBIT INDEX

           Exhibit No.

           24(b)(11)              Consent of Ernst & Young

           24(b)(16)              Schedule of Computation of Performance Data








































































































                    CONSENT OF INDEPENDENT AUDITORS


We consent to the reference to our firm under the captions "Condensed
Financial Information" and "Custodian, Transfer and Dividend Disbursing
Agent, Counsel and Independent Auditors" and to the use of our report
dated July 5, 1994, in this Registration Statement (Form N-1A 33-83357)
of Dreyfus Intermediate Municipal Bond Fund, Inc.



                                               ERNST & YOUNG

New York, New York
July 20, 1994








             DREYFUS INTERMEDIATE MUNICIPAL BOND FUND, INC.

                         TOTAL RETURN COMPUTATION

        Total return computation from inception through 5/31/94
                 based upon the following formula:



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



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




                  T =   [ 13.84 +  (  13.84 x    1.2074 ) ] - 12.50
                        --------------------------------------------
                                      12.50


                                T =  144.40%
                                    ========




              DREYFUS INTERMEDIATE MUNICIPAL BOND FUND, INC.


                        SEC 30 DAY YIELD CALCULATION



INCOME        5/2/94           -    5/31/94                $8,240,107.41

EXPENSES      5/2/94           -    5/31/94                $1,049,779.01

Average Shares Entitled to Dividend
              5/2/94           -    5/31/94              125,054,116.646

NAV per share 5/31/94                                             $13.84






x     =           8,240,107.41 -      1,049,779.01
              ------------------------------------------
               125,054,116.646 x             13.84

x     =               0.004154


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

                                                     6
30 Day yield =   2 [ (    1 +             0.004154 ) -1]

30 Day yield =            5.04%
              =================




                               TAX EQUIVALENT YIELD



Taxable portion of yield       =                                    0.00%
Tax exempt portion of yield    =                                    5.04%
                                                         ----------------
              Yield            =                                    5.04%
                                                         ================
Federal Tax Bracket =                                              39.60%
                                                         ================

                                              5.04
Tax Equivalent Yield  =        -------------------- =               8.34%
                               ( 1 -        0.3960 )     ================





                  DREYFUS INTERMEDIATE MUNICIPAL BOND FUND, INC.

                      AVERAGE ANNUAL TOTAL RETURN COMPUTATION


         Average annual total return computation from 5/31/93 through 5/31/94
                   based upon the following formula:

                                n
                     P( 1 + T )       =   ERV


          where: P = a hypothetical initial payment of $1,000
                 T = average annual total return
                 n = number of years
               ERV = ending redeemable value as of    5/31/94 of a $1,000
                     hypothetical investment made on  5/31/93

                                 1.00
                   1000( 1 + T )      =    1,031.32

                                T     =        3.13%
                                        ============





                  DREYFUS INTERMEDIATE MUNICIPAL BOND FUND, INC.

                      AVERAGE ANNUAL TOTAL RETURN COMPUTATION


         Average annual total return computation from 5/31/84 through 5/31/94
                   based upon the following formula:

                                n
                     P( 1 + T )       =   ERV


          where: P = a hypothetical initial payment of $1,000
                 T = average annual total return
                 n = number of years
               ERV = ending redeemable value as of    5/31/94 of a $1,000
                     hypothetical investment made on  5/31/84

                                10.00
                   1000( 1 + T )      =    2,414.33

                                T     =        9.21%
                                        ============





                  DREYFUS INTERMEDIATE MUNICIPAL BOND FUND, INC.

                      AVERAGE ANNUAL TOTAL RETURN COMPUTATION


         Average annual total return computation from 5/31/89 through 5/31/94
                   based upon the following formula:

                                n
                     P( 1 + T )       =   ERV


          where: P = a hypothetical initial payment of $1,000
                 T = average annual total return
                 n = number of years
               ERV = ending redeemable value as of    5/31/94 of a $1,000
                     hypothetical investment made on  5/31/89

                                 5.00
                   1000( 1 + T )      =    1,457.37

                                T     =        7.82%
                                        ============



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