DREYFUS CALIFORNIA TAX EXEMPT BOND FUND INC
497, 1997-10-02
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                DREYFUS CALIFORNIA TAX EXEMPT BOND FUND, INC.
                                   PART B
                    (STATEMENT OF ADDITIONAL INFORMATION)
                               OCTOBER 1, 1997

     This Statement of Additional Information, which is not a prospectus,
supplements and should be read in conjunction with the current Prospectus of
Dreyfus California Tax Exempt Bond Fund, Inc. (the "Fund"), dated October 1,
1997, as it may be revised from time to time.  To obtain a copy of the
Fund's Prospectus, please write to the Fund at 144 Glenn Curtiss Boulevard,
Uniondale, New York 11556-0144, or call the following numbers:

          Call Toll Free 1-800-645-6561
          In New York City -- Call 1-718-895-1206
          Outside the U.S -- Call 516-794-5452

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

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


                              TABLE OF CONTENTS

                                                            Page

Investment Objective and Management Policies                B-2
Management of the Fund                                      B-12
Management Agreement                                        B-16
Purchase of Shares                                          B-17
Shareholder Services Plan                                   B-19
Redemption of Shares                                        B-19
Shareholder Services                                        B-22
Determination of Net Asset Value                            B-24
Dividends, Distributions and Taxes                          B-25
Portfolio Transactions                                      B-27
Performance Information                                     B-28
Information About the Fund                                  B-29
Transfer and Dividend Disbursing Agent, Custodian,
     Counsel and Independent Auditors                       B-29
Financial Statements and Report of Independent Auditors     B-31
Appendix A                                                  B-32
Appendix B                                                  B-45


                INVESTMENT OBJECTIVE AND MANAGEMENT POLICIES

     The following information supplements and should be read in conjunction
with the sections in the Fund's Prospectus entitled "Description of the
Fund" and "Appendix."

Portfolio Securities

     Municipal Obligations.  The average distribution of investments (at
value) in Municipal Obligations (including notes) by ratings for the fiscal
year ended May 31, 1997, as computed on a monthly basis, was as follows:

Fitch Investors       Moody's Investors     Standard & Poor's
Service, L.P.          Service, Inc.         Ratings Group    Percentage of
   ("Fitch")     or    ("Moody's")      or   ("S&P")             Value

    AAA                 Aaa                  AAA                 65.4%
    AA                  Aa                   AA                  12.2%
    A                   A                    A                   11.5%
    BBB                 Baa                  BBB                  2.4%
    F-1                 VMIG 1/MIG 1/P-1     SP-1/A-1             4.7%(1)
    Not Rated           Not Rated            Not Rated            3.8%(2)
                                                                100.0%
_______________________________
1   Included in these categories are tax exempt notes rated within the two
    highest grades by Fitch, Moody's or S&P.  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 in
    determining whether that the Fund's portfolio meets the 80% minimum
    quality standard discussed in the Fund's Prospectus.

2   Included in the Not Rated category are securities comprising 3.8% 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 Baa/BBB rating
    category.



     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 obligations 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 not exceeding one year.  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.

     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 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 canceled; (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 lease obligations that are illiquid and in other
illiquid securities.  See "Investment Restriction No. 13" below.

     The Fund will purchase tender option bonds only when it is satisfied
that the custodial and tender option arrangements, including the fee payment
arrangements, will not adversely affect the tax exempt status of the
underlying Municipal Obligations and that payment of any tender fees will
not have the effect of creating taxable income for the Fund.  Based on the
tender option bond agreement, the Fund expects to be able to value the
tender option bond at par; however, the value of the instrument will be
monitored to assure that 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
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 and the creditworthiness of the issuers of such
securities.

     Illiquid Securities.  Where a substantial market of qualified
institutional buyers develops for certain restricted securities purchased by
the Fund pursuant to Rule 144A under the Securities Act of 1933, as amended,
the Fund intends to treat such securities as liquid securities in accordance
with procedures approved by the Fund's Board.  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 has directed the Manager 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 its investment portfolio during such
period.

     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.  Some obligations issued or guaranteed by U.S. Government agencies
and instrumentalities are supported by the full faith and credit of the U.S.
Treasury; others by the right of the issuer to borrow from the U.S.
Treasury; others by discretionary authority of the U.S. Government to
purchase certain obligations of the agency or instrumentality; and others
only by the credit of the agency or instrumentality.  These securities bear
fixed, floating or variable rates of interest.  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.

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

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

     Time deposits are non-negotiable deposits maintained in a banking
institution for a specified period of time (in no event longer than seven
days) at a stated interest rate.  Investments in time deposits generally are
limited to London branches of domestic banks that have total assets in
excess of $1 billion.  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.

     In a repurchase agreement, the Fund buys, and the seller agrees to
repurchase, a security at a mutually agreed upon time and price (usually
within seven days).  The repurchase agreement thereby determines the yield
during the purchaser's holding period, while the seller's obligation to
repurchase is secured by the value of the underlying security. 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 that enters into
them.  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 $1 billion, 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.  Repurchase
agreements could involve risks in the event of a default or insolvency of
the other party to the agreement, including possible delays or restrictions
upon the Fund's ability to dispose of the underlying securities.

Management Policies

     Derivatives.  The Fund may invest in Derivatives (as defined in the
Fund's Prospectus) for a variety of reasons, including to hedge certain
market risks, to provide a substitute for purchasing or selling particular
securities or to increase potential income gain.  Derivatives may provide a
cheaper, quicker or more specifically focused way for the Fund to invest
than "traditional" securities would.

     Derivatives can be volatile and involve various types and degrees of
risk, depending upon the characteristics of the particular Derivative and
the portfolio as a whole.  Derivatives permit the Fund to increase or
decrease the level of risk, or change the character of the risk, to which
its portfolio is exposed in much the same way as the Fund can increase or
decrease the level of risk, or change the character of the risk, of its
portfolio by making investments in specific securities.

     Derivatives may be purchased on established exchanges or through
privately negotiated transactions referred to as over-the-counter
Derivatives.  Exchange-traded Derivatives generally are guaranteed by the
clearing agency which is the issuer or counterparty to such Derivatives.
This guarantee usually is supported by a daily payment system (i.e.,
variation margin requirements) operated by the clearing agency in order to
reduce overall credit risk.  As a result, unless the clearing agency
defaults, there is relatively little counterparty credit risk associated
with Derivatives purchased on an exchange.  By contrast, no clearing agency
guarantees over-the-counter Derivatives.  Therefore, each party to an over-
the-counter Derivative bears the risk that the counterparty will default.
Accordingly, the Manager will consider the creditworthiness of
counterparties to over-the-counter Derivatives in the same manner as it
would review the credit quality of a security to be purchased by the Fund.
Over-the-counter Derivatives are less liquid than exchange-traded
Derivatives since the other party to the transaction may be the only
investor with sufficient understanding of the Derivative to be interested in
bidding for it.

Futures Transactions--In General.  The Fund may enter into futures contracts
in U.S. domestic markets, such as the Chicago Board of Trade.  Engaging in
these transactions involves risk of loss to the Fund which could adversely
affect the value of the Fund's net assets.  Although the Fund intends to
purchase or sell futures contracts only if there is an active market for
such contracts, no assurance can be given that a liquid market will exist
for any particular contract at any particular time.  Many futures exchanges
and boards of trade limit the amount of fluctuation permitted in futures
contract prices during a single trading day.  Once the daily limit has been
reached in a particular contract, no trades may be made that day at a price
beyond that limit or trading may be suspended for specified periods during
the trading day.  Futures contract prices could move to the limit for
several consecutive trading days with little or no trading, thereby
preventing prompt liquidation of futures positions and potentially
subjecting the Fund to substantial losses.

     Successful use of futures by the Fund also is subject to the Manager's
ability to predict correctly movements in the direction of the relevant
market and, to the extent the transaction is entered into for hedging
purposes, to ascertain the appropriate correlation between the transaction
being hedged and the price movements of the futures contract.  For example,
if the Fund uses futures to hedge against the possibility of a decline in
the market value of securities held in its portfolio and the prices of such
securities instead increase, the Fund will lose part or all of the benefit
of the increased value of securities which it has hedged because it will
have offsetting losses in its futures positions.  Furthermore, if in such
circumstances the Fund has insufficient cash, it may have to sell securities
to meet daily variation margin requirements.  The Fund may have to sell such
securities at a time when it may be disadvantageous to do so.

     Pursuant to regulations and/or published positions of the Securities
and Exchange Commission, the Fund may be required to segregate permissible
liquid assets in connection with its commodities transactions in an amount
generally equal to the value of the underlying commodity.  The segregation
of such assets will have the effect of limiting the Fund's ability otherwise
to invest those assets.

Specific Futures Transactions.  The Fund may purchase and sell interest rate
futures contracts. An interest rate future obligates the Fund to purchase or
sell an amount of a specific debt security at a future date at a specific
price.

Options--In General.  The Fund may purchase and write (i.e., sell) call or
put options with respect to specific securities and interest rate futures
contracts.  A call option gives the purchaser of the option the right to
buy, and obligates the writer to sell, the underlying security or securities
at the exercise price at any time during the option period, or at a specific
date.  Conversely, a put option gives the purchaser of the option the right
to sell, and obligates the writer to buy, the underlying security or
securities at the exercise price at any time during the option period, or at
a specific date.

     There is no assurance that sufficient trading interest to create a
liquid secondary market on a securities exchange will exist for any
particular option or at any particular time, and for some options no such
secondary market may exist.  A liquid secondary market in an option may
cease to exist for a variety of reasons.  In the past, for example, higher
than anticipated trading activity or order flow, or other unforeseen events,
at times have rendered certain of the clearing facilities inadequate and
resulted in the institution of special procedures, such as trading
rotations, restrictions on certain types of orders or trading halts or
suspensions in one or more options.  There can be no assurance that similar
events, or events that may otherwise interfere with the timely execution of
customers' orders, will not recur.  In such event, it might not be possible
to effect closing transactions in particular options.

     Successful use by the Fund of options will be subject to the Manager's
ability to predict correctly movements in interest rates.  To the extent the
Manager's predictions are incorrect, the Fund may incur losses.

     Future Developments.  The Fund may take advantage of opportunities in
the area of options and futures contracts and options on futures contracts
and any other Derivatives which are not presently contemplated for use by
the Fund or which are not currently available but which may be developed, to
the extent such opportunities are both consistent with the Fund's investment
objective and legally permissible for the Fund.  Before entering into such
transactions or making any such investment, the Fund will provide
appropriate disclosure in its Prospectus or Statement of Additional
Information.

     Lending Portfolio Securities.  In connection with its securities
lending transactions, 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 from 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 dividends, 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.

     Forward Commitments.  Municipal Obligations and other securities
purchased on a forward commitment or when-issued basis are subject to
changes in value (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.  Securities
purchased on a when-issued basis may expose the Fund to risks because they
may experience such fluctuations prior to their actual delivery.  Purchasing
securities 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.  Purchasing securities
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.

Investment Considerations and Risks

     Investing in California Municipal Obligations.  Investors should
consider carefully the special risks inherent in the Fund's investment in
California Municipal Obligations.  These risks result from certain
amendments to the California Constitution and other statutes that limit the
taxing and spending authority of California governmental entities, as well
as from the general financial condition of the State of California.  A
severe recession from 1990 through fiscal 1994 reduced revenues and
increased expenditures for social welfare programs, resulting in a period of
budget imbalance.  During this period, expenditures exceeded revenues in
four out of six years, and the State accumulated and sustained a budget
deficit in its budget reserve, the Special Fund for Economic Uncertainties,
approaching $2.8 billion at its peak at June 30, 1993.  By the 1993-94
fiscal year, the accumulated budget deficit was so large that it was
impractical to budget to retire it in one year, so a two-year program was
implemented, using the issuance of revenue anticipation warrants to carry a
portion of the deficit over the end of the fiscal year. When the economy
failed to recover sufficiently, a second two-year plan was implemented in
1994-95, again using cross-fiscal year revenue anticipation warrants to
partly finance the deficit into the 1995-96 fiscal year.  As a consequence
of the accumulated budget deficits, the State's cash resources available to
pay its ongoing obligations were significantly reduced causing the State to
rely increasingly on external debt markets to meet its cash needs. Future
budget problems or a deterioration in California's general financial
condition may have the effect of impairing the ability of the issuers of
California Municipal Obligations to pay interest on, or repay the principal
of, such California Municipal Obligations.  Investors should review
"Appendix A" which sets forth additional information relating to investing
in California Municipal Obligations.

     Lower Rated Bonds.   The Fund is permitted to invest in securities
rated Ba by Moody's and BB by S&P and Fitch, and as low as the lowest rating
assigned by Moody's, S&P or Fitch.  Such bonds, though higher yielding, are
characterized by risk.  See "Description of the Fund--Investment
Considerations and Risks--Lower Rated Bonds" in the Prospectus for a
discussion of certain risks and "Appendix B" 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.

     Investors should be aware that the market values of many of these bonds
tend to be more sensitive to economic conditions than are higher rated
securities.  These bonds generally are considered by S&P, Moody's and Fitch
to be, on balance, 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 downturn.  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.

     The credit risk factors pertaining to lower rated securities also apply
to lower rated zero coupon bonds, in which the Fund may invest up to 5% of
its total assets.  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 7 as
fundamental policies, which cannot be changed without approval by the
holders of a majority (as defined in the Investment Company Act of 1940, as
amended (the "1940 Act")) of the Fund's outstanding voting shares.
Investment restrictions numbered 8 through 12 are not fundamental policies
and may be changed by a vote of a majority of the Board members at any time.
The Fund may not:

     1.   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.

     2.   Borrow money, except to the extent permitted under the 1940 Act
(which currently limits borrowings to no more than 33-1/3% of the Fund's
total assets).  For purposes of this investment restriction, the entry into
options, forward contracts, futures contracts, including those relating to
indices, and options on futures contracts or indices shall not constitute
borrowing.

     3.   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 indices, and options on
futures contracts or indices.

     4.   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.

     5.   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.

     6.   Issue any senior security (as such term is defined in Section
18(f) of the 1940 Act), except to the extent that the activities permitted
in Investment Restrictions numbered 2, 3 and 10 may be deemed to give rise
to a senior security.

     7.   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 indices,
and options on futures contracts or indices.

     8.   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.

     9.   Invest in securities of other investment companies, except to the
extent permitted under the 1940 Act.

     10.  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 indices, and options on futures contracts or indices.

     11.  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, 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.

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

     For purposes of Investment Restriction No. 1, 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 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

     Board members and officers of the Fund, together with information as to
their principal business occupations during at least the last five years,
are shown below.

Board Members of the Fund

JOSEPH S. DiMARTINO, Chairman of the Board.  Since January 1995, Chairman of
     the Board of various funds in the Dreyfus Family of Funds.  He is
     Chairman of the Board of Directors of Noel Group, Inc., a venture
     capital company, and Staffing Resources, Inc.; and a director of The
     Muscular Dystrophy Association; HealthPlan Services Corporation, a
     provider of marketing, administrative and risk management services to
     health and other benefit programs; Carlyle Industries, Inc. (formerly,
     Belding Heminway Company, Inc.), a button packager and distributor, and
     Curtis Industries, Inc., a national distributor of security products,
     chemicals, and automotive and other hardware.  For more than five years
     prior to January 1995, he was President, a director and, until August
     1994, Chief Operating Officer of the Manager and Executive Vice
     President and a director of Dreyfus Service Corporation, a wholly-owned
     subsidiary of the Manager and, until August 24, 1994, the Fund's
     distributor.  From August 1994 until December 31, 1994, he was a
     director of Mellon Bank Corporation.  He is 53 years old and his
     address is 200 Park Avenue, New York, New York 10166.

DAVID W. BURKE, Board Member.  Chairman of the Broadcasting Board of
     Governors, an independent board within the United States Information
     Agency, since August 1995.  From August 1994 to August 1995, Mr. Burke
     was a Consultant to the Manager, and from October 1990 to August 1994,
     he was Vice President and Chief Administrative Officer of 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.  He is 61 years old
     and his address is Box 654, Eastham, Massachusetts 02642.

SAMUEL CHASE, Board Member.  Since 1982, President of Samuel Chase &
     Company, Ltd., an economic consulting firm.  He is 65 years old and his
     address is 10380 Springhill Road, Belgrade, Montana 59714.

GORDON J. DAVIS, Board Member.  Since October 1994, a senior partner with
     the law firm of LeBoeuf, Lamb, Greene & MacRae.  From 1983 to September
     1994, Mr. Davis was a senior partner with the law firm of Lord Day &
     Lord, Barrett Smith.  From 1978 to 1983, he was Commissioner of Parks
     and Recreation for the City of New York.  He is also a director of
     Consolidated Edison, a utility company, and Phoenix Home Life Insurance
     Company and a member of various other corporate and not-for-profit
     boards. He is 56 years old and his address is 241 Central Park West,
     New York, New York 10023.

JONI EVANS, Board Member.  Senior Vice President of the William Morris
     Agency since September 1993.  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;
     from September 1985 to September 1987, President of Simon and
     Schuster-Trade Division.  She is 55 years old and her address is 1325
     Avenue of the Americas, New York, New York 10019.

ARNOLD S. HIATT, Board Member.  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 and retailing company.  Mr. Hiatt is also a
     director of The Cabot Corporation.  He is 70 years old and his address
     is 400 Atlantic Avenue, Boston, Massachusetts 02110.

DAVID J. MAHONEY, Board Member.  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 Intracoastal Health Systems, Inc.  He is
     74 years old and his address is 745 Fifth Avenue, Suite 700, New York,
     New York 10151.

BURTON N. WALLACK, Board Member. President and co-owner of Wallack
     Management Company, a real estate management company managing real
     estate in the New York City area.  He is 47 years old and his address
     is 18 East 64th Street, New York, New York 10021.

     For so long as the Fund's plan described in the section "Shareholder
Services Plan" remains in effect, the Board members of the Fund who are not
"interested persons" of the Fund, as defined in the 1940 Act, will be
selected and nominated by the Board members who are not "interested persons"
of the Fund.

     The Fund typically pays its Board members an annual retainer and a per
meeting fee and reimburses them for their expenses.  The Chairman of the
Board receives an additional 25% of such compensation.  Emeritus Board
members are entitled to receive an annual retainer and a per meeting fee of
one-half the amount paid to them as Board members.  The aggregate amount of
compensation paid by the Fund to each Board member for the fiscal year ended
May 31, 1997, and by all other funds in the Dreyfus Family of Funds for
which such person is a Board member (the number of which is set forth in
parenthesis next to each Board member's total compensation) for the year
ended December 31, 1996, were as follows:

                                                  Total Compensation
                                                  From Fund and
                         Aggregate                Fund Complex
Name of Board            Compensation From        Paid to Board
Member                   Fund*                    Member

Joseph S. DiMartino      $10,626                  $517,075 (93)

David W. Burke           $8,500                   $232,699 (52)

Samuel Chase             $8,500                   $ 49,370 (12)

Gordon J. Davis          $8,000                   $ 88,536 (23)

Joni Evans               $7,500                   $ 45,620 (12)

Arnold S. Hiatt          $8,500                   $ 45,620 (12)

David J. Mahoney         $6,500                   $ 40,312 (12)

Burton N. Wallack        $8,500                   $ 49,370 (12)

_____________________
*    Amount does not include reimbursed expenses for attending Board
     meetings, which amounted to $2,373 for all Board members as a group.

Officers of the Fund

MARIE E. CONNOLLY, President and Treasurer.  President, Chief Executive
     Officer, Chief Compliance Officer and a director of the Distributor and
     Funds Distributor, Inc., the ultimate parent of which is Boston
     Institutional Group, Inc. and an officer of other investment companies
     advised or administered by the Manager. She is 40 years old.

JOHN E. PELLETIER, Vice President and Secretary.  Senior Vice President and
     General Counsel, Secretary and Clerk of the Distributor and Funds
     Distributor, Inc. and an officer of other investment companies advised
     or administered by the Manager.  From February 1992 to July 1994, he
     served as Counsel for The Boston Company Advisors, Inc.  He is 33 years
     old.

RICHARD W. INGRAM, Vice President and Assistant Treasurer.  Executive Vice
     President of the Distributor and Funds Distributor, Inc. and an officer
     of other investment companies advised or administered by the Manager.
     From March 1994 to November 1995, he was Vice President and Division
     Manager for First Data Investor Services Group.  From 1989 to 1994, he
     was Vice President, Assistant Treasurer and Tax Director - Mutual Funds
     of The Boston Company, Inc.  He is 42 years old.

MARY A. NELSON, Vice President and Assistant Treasurer.  Vice President of
     the Distributor and Funds Distributor, Inc. and an officer of other
     investment companies advised or administered by the Manager.  From
     September 1989 to July 1994, she was an Assistant Vice President and
     Client Manager for The Boston Company, Inc.  She is 33 years old.

DOUGLAS C. CONROY, Vice President and Assistant Secretary.  Assistant Vice
     President of Funds Distributor, Inc. and an officer of other investment
     companies advised or administered by the Manager.  From April 1993 to
     January 1995, he was a Senior Fund Accountant for Investors Bank &
     Trust Company.  From December 1991 to March 1993, he was employed as a
     Fund Accountant at The Boston Company, Inc.  He is 28 years old.

ELIZABETH A. KEELEY, Vice President and Assistant Secretary.  Vice President
     of the Distributor and Funds Distributor, Inc., and an officer of other
     investment companies advised or administered by the Manager.  She has
     been employed by the Distributor since September 1995.  She is 28 years
     old.

JOSEPH F. TOWER, III, Vice President and Assistant Treasurer.  Senior Vice
     President, Treasurer and Chief Financial Officer of the Distributor and
     Funds Distributor, Inc., and an officer of other investment companies
     advised or administered by the Manager. From July 1988 to August 1994,
     he was employed by The Boston Company, Inc. where he held various
     management positions in the Corporate Finance and Treasury areas.  He
     is 35 years old.
   
    
MICHAEL S. PETRUCELLI, Vice President and Assistant Treasurer.  Senior Vice
     President of Funds Distributor, Inc. and an officer of other investment
     companies advised or administered by the Manager.  From December 1989
     through November 1996, he was employed by GE Investments where he held
     various financial, business developments and compliance positions.  He
     also served as Treasurer of the GE Funds and a Director of GE
     Investments Services.  He is 36 years old.

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

     The Fund's Board members and officers, as a group, owned less than 1%
of the Fund's shares outstanding on September 8, 1997.

                            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 August 24, 1994 with the Fund, which is
subject to annual approval by (i) the Fund's Board or (ii) vote of a
majority (as defined in the 1940 Act) of the outstanding voting securities
of the Fund, provided that in either event the continuance also is approved
by a majority of the Board members who are not "interested persons" (as
defined in the 1940 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 on August 2, 1994, and was last
approved by the Fund's Board, including a majority of the Board members who
are not "interested persons" of any party to the Agreement, at a meeting
held on April 16, 1997.  The Agreement is terminable without penalty, on not
more than 60 days' notice, by the Fund's Board 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 1940 Act).

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

     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.  The Manager is responsible for investment decisions and provides the
Fund with portfolio managers who are authorized by the Fund's Board to
execute purchases and sales of securities.  The Fund's portfolio managers
are:  Richard J. Moynihan, W. Michael Petty, Joseph P. Darcy, A. Paul
Disdier, Douglas Gaylor, Karen M. Hand, Stephen C. Kris, 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
and for other funds advised by the Manager.

     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: organizational costs, taxes, interest,
loan commitment fees, interest and distributions paid on securities sold
short, brokerage fees and commissions, if any, fees of Board members 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 maintains office facilities on behalf of the Fund, and
furnishes statistical and research data, clerical help, accounting, data
processing, bookkeeping and internal auditing and certain other required
services to the Fund.  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 pays 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.  All fees and expenses are accrued daily
and deducted before declaration of dividends to investors.  The management
fees paid to the Manager for the fiscal years ended May 31, 1995, 1996 and
1997 amounted to $9,237,533, $8,764,933, and $8,259,304, respectively.

     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/% of the value of the Fund's average 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.


                             PURCHASE OF SHARES

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

     The Distributor.  The Distributor serves as the Fund's distributor on a
best efforts basis 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.

     Transactions Through Securities Dealers.  Fund shares may be purchased
and redeemed through securities dealers which may charge a transaction fee
for such services.  Some dealers will place Fund shares in an account with
their firm. Dealers also may require that the customer not take physical
delivery of stock certificates; the customer not request redemption checks
to be issued in the customer's name; fractional shares not be purchased;
monthly income distributions be taken in cash; or other conditions.

     There is no sales or service charge by the Fund or the Distributor,
although securities 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; advice to customers about the status of their accounts, yield
currently being paid or income earned to date; provision of 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 their investment.  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 investors.  Investors should be aware that they may purchase
Fund shares directly from the Fund without imposition of any maintenance or
service charges, other than those already described herein.

     Dreyfus TeleTransfer Privilege.  Dreyfus TeleTransfer purchase orders
may be made at any time.  Purchase orders received by 4:00 p.m., New York
time, on any business day that Dreyfus Transfer, Inc., the Fund's transfer
and dividend disbursing agent (the "Transfer Agent"), and the New York Stock
Exchange are open for business will be credited to the shareholder's Fund
account on the next bank business day following such purchase order.
Purchase orders made after 4:00 p.m., New York time, on any business day the
Transfer Agent and the New York Stock Exchange are open for business, or
orders made on Saturday, Sunday or any Fund holiday (e.g., when the New York
Stock Exchange is not open for business), will be credited to the
shareholder's Fund account on the second bank business day following such
purchase order.  To qualify to use the 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
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.


                          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 Dreyfus Service Corporation 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
Fund's Board for its review.  In addition, the Plan provides that material
amendments of the Plan must be approved by the Fund's Board, and by the
Board members who are not "interested persons" (as defined in the 1940 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 Board members cast in person at a meeting
called for the purpose of voting on the Plan.  The Plan was last so approved
on July 23, 1997.  The Plan is terminable at any time by vote of a majority
of the Board members who are not "interested persons" and have no direct or
indirect financial interest in the operation of the Plan.

     For the fiscal year ended May 31, 1997, $728,051 was chargeable to the
Fund under the Plan.

                            REDEMPTION OF SHARES

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

     Redemption Fee.  The Fund will deduct a redemption fee equal to .10% of
the net asset value of Fund shares redeemed (including redemptions through
the use of the Fund Exchanges service) less than 15 days following the
issuance of such shares.  The redemption fee will be deducted from the
redemption proceeds and retained by the Fund.  For the period May 9, 1997
(commencement of imposition of redemption fee) through May 31, 1997, $36,527
was retained by the Fund.

     No redemption fee will be charged on the redemption or exchange of
shares (1) through the Fund's Check Redemption Privilege, Automatic
Withdrawal Plan or Dreyfus Auto-Exchange Privilege, (2) through accounts
that are reflected on the records of the Transfer Agent as omnibus accounts
approved by Dreyfus Service Corporation, (3) through accounts established by
securities dealers, banks or other financial institutions approved by
Dreyfus Service Corporation that utilize the National Securities Clearing
Corporation's networking system, or (4) acquired through the reinvestment of
dividends or distributions.  The redemption fee may be waived, modified or
terminated at any time.

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

     If the amount of the Check is greater than the value of the shares in
an investor's account, the Check will be returned marked insufficient funds.
Checks should not be used to close an account.

     Wire Redemption Privilege.  By using this Privilege, the investor
authorizes the Transfer Agent to act on wire or telephone redemption
instructions from any person representing himself or herself to be the
investor, 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 ($1,000
minimum) 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, or to a correspondent bank if the investor's bank
is not a member of the Federal Reserve System.  Fees ordinarily are imposed
by such bank and 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 transmission:

                                   Transfer Agent's
          Transmittal Code         Answer Back Sign

          144295                   144295 TSSG PREP

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

     To change the commercial bank or account designated to receive
redemption proceeds, a written request must be sent to the Transfer Agent.
This request must be signed by each shareholder, with each signature
guaranteed as described below under "Stock Certificates; Signatures."

     Dreyfus TeleTransfer Privilege.  Investors should be aware that if they
have selected the Dreyfus TeleTransfer Privilege, any request for a wire
redemption will be effected as a Dreyfus TeleTransfer transaction through
the Automated Clearing House ("ACH") system unless more prompt transmittal
specifically is requested.  Redemption proceeds will be on deposit in the
investor's account at an ACH member bank ordinarily two business days after
receipt of the redemption request.  See "Purchase of 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 the telephone number 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 Fund's Board reserves the right to make payments in whole or in
part in securities or other assets of the Fund in case of an emergency or
any time a cash distribution would impair the liquidity of the Fund to the
detriment of the existing shareholders.  In such event, the securities would
be valued in the same manner as the Fund's portfolio is valued.  If the
recipient sold such securities, brokerage charges might be incurred.

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


                            SHAREHOLDER SERVICES

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

     Fund Exchanges.  A .10% redemption fee will be charged upon an exchange
of Fund shares where the exchange occurs less than 15 days following the
issuance of such shares. 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 request an exchange, an investor must give exchange instructions to
the Transfer Agent in writing or by telephone.  The ability to issue
exchange instructions by telephone is given to all Fund shareholders
automatically, unless the investor checks the applicable "No" box on the
Account Application, indicating that the investor specifically refuses this
Privilege. By using the Telephone Exchange Privilege, the investor
authorizes the Transfer Agent to act on telephonic instructions (including
over The Dreyfus Touchr automated telephone system) 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 the number of telephone exchanges
permitted.  Shares issued in certificate form are not eligible for telephone
exchange.

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

     Dreyfus Auto-Exchange Privilege.  Dreyfus Auto-Exchange Privilege
permits an investor to purchase, in exchange for shares of the Fund, shares
of another fund in the Dreyfus Family of Funds.  This Privilege is available
only for existing accounts.  Shares will be exchanged on the basis of
relative net asset value as described above under "Fund Exchanges."
Enrollment in or modification or cancellation of this Privilege is effective
three business days following notification by the investor.  An investor
will be notified if 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.

     Fund Exchanges and the 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 by calling 1-800-645-6561.  The Fund reserves the right to reject
any exchange request in whole or in part.  The Fund Exchanges service 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.  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 automatically 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 Shares."

     Valuation of Portfolio Securities.  The Fund's investments are valued
each business day by an independent pricing service (the "Service") approved
by the Fund's Board.  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
Fund's Board.  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, Martin
Luther King, Jr. Day, Presidents' Day, Good Friday, Memorial Day,
Independence Day, Labor Day, Thanksgiving and Christmas.


                     DIVIDENDS, DISTRIBUTIONS AND TAXES

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

     Management believes that the Fund has qualified as a "regulated
investment company" under the Internal Revenue Code of 1986, as amended (the
"Code"), for the fiscal year ended May 31, 1997 and the Fund intends to
continue to so qualify, if such qualification is in the best interests of
its shareholders.  To qualify as a regulated investment company, the Fund
must distribute at least 90% of its net income (consisting of net investment
income from tax exempt obligations and net short-term capital gains) to its
shareholders, must derive less than 30% of its annual gross income from gain
on the sale of securities held for less than three months, and must meet
certain asset diversification and other requirements.  Accordingly, the Fund
may be restricted in the selling of securities held for less than three
months.  The term "regulated investment company" does not imply the
supervision of management or investment practices or policies by any
government agency.

     Any dividend or distribution paid shortly after an investor's purchase
may have the effect of reducing the net asset value of his shares below the
cost of his investment.  Such a distribution would be a return on investment
in an economic sense although taxable as stated under "Dividends,
Distributions and Taxes" in the Prospectus.  In addition, the Code provides
that if a shareholder has not held his 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.

     If, at the close of each quarter of its taxable year, at least 50% of
the value of the Fund's total assets consists of Federal tax exempt
obligations, the Fund may designate and pay Federal exempt-interest
dividends from interest earned on all such tax exempt obligations.  Such
exempt-interest dividends may be excluded by shareholders of the Fund from
their gross income for Federal income tax purposes.  Dividends derived from
taxable investments, together with distributions from any net realized
short-term securities gains, generally are taxable as ordinary income for
Federal income tax purposes whether or not reinvested.  Distributions from
net realized long-term securities gains generally are taxable as long-term
capital gains to a shareholder who is a citizen or resident of the United
States, whether or not reinvested and regardless of the length of time the
shareholder has held his shares.

     If, at the close of each quarter of its taxable year, at least 50% of
the value of the Fund's total assets consists of obligations which, when
held by an individual, the interest therefrom is exempt from California
personal income tax, and if the Fund qualifies as a management company under
the California Revenue and Taxation Code, then the Fund will be qualified to
pay dividends to its shareholders that are exempt from California personal
income tax (but not from California franchise tax) ("California exempt-
interest dividends").  However, the total amount of California
exempt-interest dividends paid by the Fund to a non-corporate shareholder
with respect to any taxable year cannot exceed such shareholder's pro rata
share of interest received by the Fund during such year that is exempt from
California taxation less any expenses and expenditures deemed to have been
paid from such interest.

     For shareholders subject to California personal income tax, exempt-
interest dividends derived from California Municipal Obligations will not be
subject to the California personal income tax.  Distributions from net
realized short-term capital gains to California resident shareholders will
be subject to the California personal income tax as ordinary income.
Distributions from net realized long-term capital gains may constitute long-
term capital gains for individual California resident shareholders.  Unlike
under Federal tax law, the Fund's shareholders will not be subject to
California personal income tax, or receive a credit for California taxes
paid by the Fund, on undistributed capital gains.  In addition, California
tax law does not consider any portion of the exempt-interest dividends paid,
an item of tax preference for the purposes of computing the California
alternative minimum tax.

     Ordinarily, gains and losses realized from portfolio transactions will
be treated as capital gain or loss.  However, all or a portion of the gain
realized from the disposition of certain market discount bonds will be
treated as ordinary income under Section 1276 of the Code.  In addition, all
or a portion of the gain realized from engaging in "conversion transactions"
may be treated as ordinary income under Section 1258 of the Code.
"Conversion transactions" are defined to include certain forward, futures,
option and "straddle" transactions, transactions marketed or sold to produce
capital gains, or transactions described in Treasury regulations to be
issued in the future.

     Under Section 1256 of the Code, gain or loss realized by the Fund from
certain financial futures and options transactions will be treated as 60%
long-term capital gain or loss and 40% short-term capital gain or loss.
Gain or loss will arise upon exercise or lapse of such futures and options
as well as from closing transactions.  In addition, any such futures or
options remaining unexercised at the end of the Fund's taxable year will be
treated as sold for their then fair market value, resulting in additional
gain or loss to the Fund characterized in the manner described above.

     Offsetting positions held by the Fund involving certain financial
futures contracts or options transactions may be considered, for tax
purposes, to constitute "straddles."  "Straddles" are defined to include
"offsetting positions" in actively traded personal property.  The tax
treatment of "straddles" is governed by Sections 1092 and 1258 of the Code,
which, in certain circumstances, override or modify the provisions of
Section 1256 of the Code. As such, all or a portion of any short or long-
term capital gain from certain "straddle" and/or conversion transactions may
be recharacterized as ordinary income.

     If the Fund were treated as entering into "straddles" by reason of its
engaging in financial futures contracts or options transactions, such
"straddles" would be characterized as "mixed straddles" if the futures or
options comprising a part of such "straddles" were governed by Section 1256
of the Code.  The Fund may make one or more elections with respect to "mixed
straddles."  If no election is made, to the extent the straddle rules apply
to positions established by the Fund, losses realized by the Fund will be
deferred to the extent of unrealized gain in any offsetting positions.
Moreover, as a result of the straddle and the conversion transaction rules,
short-term capital loss on straddle positions may be recharacterized as long-
term capital loss, and long-term capital gain may be recharacterized as
short-term capital gain or ordinary income.

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


                           PORTFOLIO TRANSACTIONS

     Portfolio securities ordinarily are purchased from and sold to parties
acting as either principal or agent.  Newly-issued securities ordinarily are
purchased directly from the issuer or from an underwriter; other purchases
and sales usually are placed with those dealers from 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, al
though 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 portfolio
managers 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 overall expenses of
its research department.


                           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, 1997 was
4.79%.  Current yield is computed pursuant to a formula which operates as
follows:  the amount of the Fund's expenses accrued for the 30-day period is
subtracted from the amount of the dividends and interest earned (computed in
accordance with regulatory requirements) by the Fund during the period.
That result is then divided by the product of:  (a) the average daily number
of shares outstanding during the period that were entitled to receive
dividends and distributions, 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 combined 1997 Federal and California personal income tax
rate of 45.22%, the Fund's tax equivalent yield for the 30-day period ended
May 31, 1997 was 8.74%.  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 and State of California marginal personal income tax rates
presently in effect.  For Federal personal income tax purposes, a 39.6% tax
rate has been used.  For California personal income tax purposes, an 11% tax
rate has been used.  The tax equivalent figure, however, does not include
the potential effect of any 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 rates or
yield.  Each investor should consult its tax adviser, and consider its own
factual circumstances and applicable tax laws, in order to ascertain the
relevant tax equivalent yield.

     The Fund's average annual total return for the 1, 5 and 10 year periods
ended May 31, 1997 was 7.61%, 5.46% and 6.64%, 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 aggregate total return for the period July 26, 1983 to May
31, 1997 was 177.97%.  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 representative 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, actual or proposed tax legislation, or 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 the ratings.

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


                         INFORMATION ABOUT THE FUND

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

     Each Fund share has one vote and, when issued and paid for in
accordance with the terms of the offering, is fully paid and nonassessable.
Fund shares are of one class and have equal rights as to dividends and in
liquidation.  Shares have no preemptive, subscription or conversion rights
and are freely transferable.

     The Fund sends annual and semi-annual financial statements to all its
shareholders.


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

     Dreyfus Transfer, Inc., a wholly-owned subsidiary of the Manager, P.O.
Box 9671, Providence, Rhode Island 02940-9671, is the Fund's transfer and
dividend disbursing agent.  Under a transfer agency agreement with the Fund,
the Transfer Agent arranges for the maintenance of shareholder account
records for the Fund, the handling of certain communications between
shareholders and the Fund and the payment of dividends and distributions
payable by the Fund.  For these services, the Transfer Agent receives a
monthly fee computed on the basis of the number of shareholder accounts it
maintains for the Fund during the month, and is reimbursed for certain out-
of-pocket expenses.  For the fiscal year ended May 31, 1997, the Fund paid
the Transfer Agent $412,416.

     The Bank of New York, 90 Washington Street, New York, New York 10286,
is the Fund's custodian.

     Stroock & Stroock & Lavan LLP, 180 Maiden Lane, New York, New York
10038-4982, as counsel for the Fund, has rendered its opinion as to certain
legal matters regarding the due authorization and valid issuance of the
shares being sold pursuant to the Fund's Prospectus.

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

           FINANCIAL STATEMENT AND REPORT OF INDEPENDENT AUDITORS

     The Fund's Annual Report to Shareholders for the fiscal year ended May
31, 1997 is a separate document supplied with this Statement of Additional
Information, and the financial statements, accompanying notes, and report of
independent auditors appearing therein are incorporated by referenced in
this Statement of Additional Information

                                 APPENDIX A

                INVESTING IN CALIFORNIA MUNICIPAL OBLIGATIONS

     Certain California (the "State") constitutional amendments, legislative
measures, executive orders, civil actions and voter initiatives, as well as
the general financial condition of the State, could adversely affect the
ability of issuers of California Municipal Obligations to pay interest and
principal on such obligations.  The following information constitutes only a
brief summary, does not purport to be a complete description, and is based
on information drawn from official statements relating to securities
offerings of the State of California and various local agencies, available
as of the date of this Statement of Additional Information.  While the Fund
has not independently verified such information, it has no reason to believe
that such information is not correct in all material respects.

     Recent Developments.  From mid-1990 to late 1993, the State suffered a
recession with the worst economic, fiscal and budget conditions since the
1930s.  Construction, manufacturing (especially aerospace), exports and
financial services, among others, were all severely affected.  Job losses
were the worst of any post-war recession.  Unemployment reached 10.1% in
January 1994, but fell sharply to 7.7% in October and November 1994.
According to the State's Department of Finance, recovery from the recession
in California began in 1994.

     The recession seriously affected State tax revenues, which basically
mirror economic conditions.  It also caused increased expenditures for
health and welfare programs.  The State has also been facing a structural
imbalance in its budget with the largest programs supported by the General
Fund (K-12 schools and community colleges, health and welfare, and
corrections) growing at rates higher than the growth rates for the principal
revenue sources of the General Fund.  As a result, the State experienced
recurring budget deficits in the late 1980s and early 1990s.  The State
Controller reported that expenditures exceeded revenues for four of the five
fiscal years ending with 1991-92.  However, at June 30, 1996, according to
the Department of Finance, the State's Special Fund for Economic
Uncertainties ("SFEU") had a small negative balance of approximately $87
million, all but eliminating the accumulated budget deficit from the early
1990's.

     The accumulated budget deficits over the past several years, together
with expenditures for school funding which have not been reflected in the
budget, and reduction of available internal borrowable funds, have combined
to significantly deplete the State's cash resources to pay its ongoing
expenses.  In order to meet its cash needs, the State has had to rely for
several years on a series of external borrowings, including borrowings past
the end of a fiscal year.  Such borrowings are expected to continue in
future fiscal years.  To meet its cash flow needs in the 1994-95 fiscal year
the State issued, in July and August 1994, $4.0 billion of revenue
anticipation warrants which matured on April 25, 1996, and $3.0 billion of
revenue anticipation notes which matured on June 28, 1995.  The State issued
$3.0 billion of revenue anticipation notes for the 1996-97 fiscal year on
August 7, 1996, which matured on June 30, 1997.

     As a result of the deterioration in the State's budget and cash
situation, the rating agencies reduced the State's credit ratings.  Between
October 1991 and July 1994, the rating on the State's general obligation
bonds was reduced by S&P from "AAA" to "A," by Moody's from "Aaa" to "A1"
and by Fitch from "AAA" to "A."

     The 1996-97 Fiscal Year Budget projects $47.6 billion of General Fund
revenues and transfers and $47.3 billion of budgeted expenditures.

     The 1997-98 Fiscal Year Budget was released by the Governor on January
9, 1997.  It projects $50.7 billion of General Fund revenues and transfers
and $50.3 billion of budgeted expenditures, and projects a balance in the
SFEU of $553 million on June 30, 1998.

     On December 6, 1994, Orange County, California (the "County"), together
with its pooled investment funds (the "County Funds"), filed for protection
under Chapter 9 of the Federal Bankruptcy Code, after reports that the
County Funds had suffered significant market losses in their investments,
causing a liquidity crisis for the County Funds and the County.  More than
200 other public entities, most of which, but not all, are located in the
County, were also depositors in the County Funds.  As of mid-January 1995,
following a restructuring of most of the County Funds' assets to increase
their liquidity and reduce their exposure to interest rate increases, the
County estimated the County Funds' loss at about $1.69 billion, or about 23%
of their initial deposits of approximately $7.5 billion.  Many of the
entities which deposited monies in the County Funds, including the County,
are facing cash flow difficulties because of the bankruptcy filing and may
be required to reduce programs or capital projects.  This also may effect
their ability to meet their outstanding obligations.

     The State has no existing obligation with respect to any outstanding
obligations or securities of the County or any of the other participating
entities.  However, in the event the County is unable to maintain county
administered State programs because of insufficient resources, it may be
necessary for the State to intervene, but the State cannot presently predict
what, if any, action may occur.

     State Finances.  State moneys are segregated into the General Fund and
approximately 800 Special Funds including Bond, Trust and Pension Funds.
The General Fund consists of the revenues received into the State Treasury
and earnings from State investments, which are not required by law to be
credited to any other fund.  The General Fund is the principal operating
fund for the majority of governmental activities and is the depository of
most major State revenue sources.

     The SFEU is funded with General Fund revenues and was established to
protect the State from unforeseen reduced levels of revenues and/or
unanticipated expenditure increases.  Amounts in the SFEU may be transferred
by the Controller as necessary to meet cash needs of the General Fund.  The
Controller is required to return moneys so transferred without payment of
interest as soon as there are sufficient moneys in the General Fund.  For
budgeting and accounting purposes, any appropriation made from the SFEU is
deemed an appropriation from the General Fund.  For year-end reporting
purposes, the Controller is required to add the balance in the SFEU to the
balance in the General Fund so as to show the total monies then available
for General Fund purposes.

     Inter-fund borrowing has been used for many years to meet temporary
imbalances of receipts and disbursements in the General Fund.  As of June
30, 1996, the General Fund had outstanding loans from the SFEU and Special
Funds in the amount of $1.5 billion.

     Articles XIIIA, XIIIB, XIIIC and XIIID to the State Constitution and
Other Revenue Law Changes.  Prior to 1977, revenues of the State government
experienced significant growth primarily as a result of inflation and
continuous expansion of the tax base of the State. In 1978, State voters
approved an amendment to the State Constitution known as Proposition 13,
which added Article XIIIA to the State Constitution, reducing ad valorem
local property taxes by more than 50%.  In addition, Article XIIIA provides
that additional taxes may be levied by cities, counties and special
districts only upon approval of not less than a two-thirds vote of the
"qualified electors" of such district, and requires not less than a two-
thirds vote of each of the two houses of the State Legislature to enact any
changes in State taxes for the purpose of increasing revenues, whether by
increased rate or changes in methods of computation.

     Primarily as a result of the reductions in local property tax revenues
received by local governments following the passage of Proposition 13, the
Legislature undertook to provide assistance to such governments by
substantially increasing expenditures from the General Fund for that purpose
beginning in the 1978-79 fiscal year.  In recent years, in addition to such
increased expenditures, the indexing of personal income tax rates (to adjust
such rates for the effects of inflation), the elimination of certain
inheritance and gift taxes and the increase of exemption levels for certain
other such taxes had a moderating impact on the growth in State revenues.
In addition, the State has increased expenditures by providing a variety of
tax credits, including renters' and senior citizens' credits and energy
credits.

     The State is subject to an annual "appropriations limit" imposed by
Article XIIIB of the State Constitution adopted in 1979.  Article XIIIB
prohibits the State from spending "appropriations subject to limitation" in
excess of the appropriations limit imposed.  "Appropriations subject to
limitations" are authorizations to spend "proceeds of taxes," which consist
of tax revenues, and certain other funds, including proceeds from regulatory
licenses, user charges or other fees to the extent that such proceeds exceed
"the cost reasonably borne by such entity in providing the regulation,
product or service."  One of the exclusions from these limitations is "debt
service" (defined as "appropriations required to pay the cost of interest
and redemption charges, including the funding of any reserve or sinking fund
required in connection therewith, on indebtedness existing or legally
authorized as of January 1, 1979 or on bonded indebtedness thereafter
approved" by the voters).  In addition, appropriations required to comply
with mandates of courts or the Federal government and, pursuant to
Proposition 111 enacted in June 1990, appropriations for qualified capital
outlay projects and appropriations of revenues derived from any increase in
gasoline taxes and motor vehicle weight fees above January 1, 1990 levels
are not included as appropriations subject to limitation.  In addition, a
number of recent initiatives were structured or proposed to create new tax
revenues dedicated to certain specific uses, with such new taxes expressly
exempted from the Article XIIIB limits (e.g., increased cigarette and
tobacco taxes enacted by Proposition 99 in 1988).  The appropriations limit
also may be exceeded in cases of emergency.  However, unless the emergency
arises from civil disturbance or natural disaster declared by the Governor,
and the appropriations are approved by two-thirds of the Legislature, the
appropriations limit for the next three years must be reduced by the amount
of the excess.

     The State's appropriations limit in each year is based on the limit for
the prior year, adjusted annually for changes in California per capita
personal income and changes in population, and adjusted, when applicable,
for any transfer of financial responsibility of providing services to or
from another unit of government.  The measurement of change in population is
a blended average of statewide overall population growth, and change in
attendance at local school and community college ("K-14") districts.  As
amended by Proposition 111, the appropriations limit is tested over
consecutive two-year periods.  Any excess of the aggregate "proceeds of
taxes" received over such two-year periods above the combined appropriations
limits for those two years is divided equally between transfers to
K-14 districts and refunds to taxpayers.

     As originally enacted in 1979, the State's appropriations limit was
based on its 1978-79 fiscal year authorizations to expend proceeds of taxes
and was adjusted annually to reflect changes in cost of living and
population (using different definitions, which were modified by Proposition
111).  Commencing with the 1991-92 fiscal year, the State's appropriations
limit is adjusted annually based on the actual 1986-87 limit, and as if
Proposition 111 had been in effect.  The State Legislature has enacted
legislation to implement Article XIIIB which defines certain terms used in
Article XIIIB and sets forth the methods for determining the State's
appropriations limit.  Government Code Section 7912 requires an estimate of
the State's appropriations limit to be included in the Governor's Budget,
and thereafter to be subject to the budget process and established in the
Budget Act.

     The limit for the 1993-94 fiscal year was $36.60 billion, and the
appropriations subject to limitation were $6.55 billion under the limit.
The limit for the 1994-95 fiscal year was $37.55 billion, and the
appropriations subject to limitations were $5.93 billion under the limit.
The limit for the 1995-96 fiscal year was $39.31 billion, and the
appropriations subject to limitations were estimated to be $5.12 billion
under the limit.  The estimated limit for the 1996-97 fiscal year was $42
billion, and the appropriations subject to limitations were estimated to be
$7.12 billion under the limit.

     In November 1988, State voters approved Proposition 98, which changed
State funding of public education below the university level and the
operation of the State's appropriations limit, primarily by guaranteeing K-
14 schools a minimum share of General Fund revenues.  Under Proposition 98
(as modified by Proposition 111, which was enacted in June 1990), K-14
schools are guaranteed the greater of (a) 40.3% of General Fund revenues
("Test 1"), (b) the amount appropriated to K-14 schools in the prior year,
adjusted for changes in the cost of living (measured as in Article XIIIB by
reference to California per capita personal income) and enrollment ("Test
2"), or (c) a third test, which would replace the second test in any year
when the percentage growth in per capita General Fund revenues from the
prior year plus .5% is less than the percentage growth in California per
capita personal income ("Test 3").  Under "Test 3," schools would receive
the amount appropriated in the prior year adjusted for changes in enrollment
and per capita General Fund revenues, plus an additional small adjustment
factor.  If "Test 3" is used in any year, the difference between "Test 3"
and "Test 2" would become a "credit" to schools which would be the basis of
payments in future years when per capita General Fund revenue growth exceeds
per capita personal income growth.

     Proposition 98 permits the Legislature by two-thirds vote of both
houses, with the Governor's concurrence, to suspend the K-14 schools'
minimum funding formula for a one-year period.  In the fall of 1989, the
Legislature and the Governor utilized this provision to avoid having 40.3%
of revenues generated by a special supplemental sales tax enacted for
earthquake relief go to K-14 schools.  Proposition 98 also contains
provisions transferring certain State tax revenues in excess of the Article
XIIIB limit to K-14 schools.

     The 1991-92 Budget Act, applying "Test 2" of Proposition 98,
appropriated approximately $18.4 billion for K-14 schools pursuant to
Proposition 98.  During the course of the fiscal year, revenues proved to be
substantially below expectations.  By the time the Governor's Budget was
introduced in January 1992, it became clear that per capita growth in
General Fund revenues for 1991-92 would be far smaller than the growth in
California per capita personal income and the Governor's Budget therefore
reflected a reduction in Proposition 98 funding in 1991-92 by applying "Test
3" rather than "Test 2."

     In response to the changing revenue situation and to fully fund the
Proposition 98 guarantee in both the 1991-92 and 1992-93 fiscal years
without exceeding it, the Legislature enacted several bills as part of the
1992-93 budget package which responded to the fiscal crisis in education
funding.  Fiscal year 1991-92 Proposition 98 appropriations for K-14 schools
were reduced by $1.083 billion.  In order to not adversely impact cash
received by school districts, however, a short-term loan was appropriated
from the non-Proposition 98 State General Fund.  The Legislature then
appropriated $16.6 billion to K-14 schools for 1992-93 (the minimum
guaranteed by Proposition 98), but designated $1.083 billion of this amount
to "repay" the prior year loan, thereby reducing cash outlays in 1992-93 by
that amount.  In addition to reducing the 1991-92 fiscal year appropriations
for K-14 schools by $1.083 billion and converting the amount to a loan (the
"inter-year adjustment"), Chapter 703, Statutes of 1992 also made an
adjustment to "Test 1," based on the additional $1.2 billion of local
property taxes that were shifted to schools and community colleges.  The
"Test 1" percentage changed from 40% to 37%.  Additionally, Chapter 703
contained a provision that if an appellate court should determine that the
"Test 1" recalculation or the inter-year adjustment is unconstitutional,
unenforceable or invalid, Proposition 98 would be suspended for the 1992-93
fiscal year, with the result that K-14 schools would receive the amount
intended by the 1992-93 Budget Act compromise.

     The State Controller stated in October 1992 that, because of a drafting
error in Chapter 703, he could not implement the $1.083 billion reduction of
the 1991-92 school funding appropriation, which was part of the inter-year
adjustment.  The Legislature untimely enacted corrective legislation as part
of the 1993-94 Budget package to implement the $1.083 billion inter-year
adjustment as originally intended.

     In the 1992-93 Budget Act, a new loan of $732 million was made to K-12
schools in order to maintain per-average daily attendance ("ADA") funding at
the same level as 1991-92, at $4,187.  An additional loan of $241 million
was made to community college districts.  These loans are to be repaid from
future Proposition 98 entitlements.  (The teachers' organization lawsuit
discussed above also seeks to declare invalid the provision making the $732
million a loan "repayable" from the future years' Proposition 98 funds).
Including both State and local funds, and adjusting for the loans and
repayments, on a cash basis, total Proposition 98 K-12 funding in 1992-93
increased to $21.5 billion, 2.4% more than the amount in 1992-93 ($21.0
billion).

     Based on revised State tax revenues and estimated decreased reported
pupil enrollment, the 1993-94 Budget Act projected that the 1992-93
Proposition 98 Budget Act appropriations of $16.6 billion exceeded a revised
minimum guarantee by $313 million.  As a result, the 1993-94 Budget Act
reverted $25 million in 1992-93 appropriations to the General Fund.
Limiting the reversion to this amount ensures that per ADA funding for
general purposes will remain at the prior year level of $4,217 per pupil.
The 1993-94 Governor's Budget subsequently proposed deficiency funding of
$121 million for school apportionments and special education, increasing
funding per pupil in 1992-93 to $4,244.  The 1993-94 Budget Act also
designated $98 million in 1992-93 appropriations toward satisfying prior
years' guarantee levels, an obligation that resulted primarily from updating
State tax revenues for 1991-92, and designates $190 million as a loan
repayable from 1993-94 funding.

     The 1993-94 Budget Act projected the Proposition 98 minimum funding
level at $13.5 billion based on the "Test 3" calculation where the guarantee
is determined by the change in per capita growth in General Fund revenues,
which are projected to decrease on a year-over-year basis.  This amount also
takes into account increased property taxes transferred to school districts
from other local governments.

     Legislation accompanying the 1993-94 Budget Act (Chapter 66/93)
provided a new loan of $609 million to K-12 schools in order to maintain per
ADA funding at $4,217 and a loan of $178 million to community colleges.
These loans have been combined with the K-14 1992-93 loans into one loan
totalling $1.760 billion.  Repayment of this loan would be from future
years' Proposition 98 entitlements, and would be conditioned on maintaining
current funding levels per pupil for K-12 schools.  Chapter 66 also reduced
the "Test 1" percentage to 35% to reflect the property tax shift among local
government agencies.

     The 1994-95 Budget Act appropriated $14.4 billion of Proposition 98
funds for K14 schools based on Test 2.  This exceeded the minimum
Proposition 98 guarantee by $8 million to maintain K-12 funding per pupil at
$4,217.  Based upon updated State revenues, growth rates and inflation
factors, the 1994-95 Budget Act appropriated an additional $286 million
within Proposition 98 for the 1993-94 fiscal year, to reflect a need in
appropriations for school districts and county offices of education, as well
as an anticipated deficiency in special education fundings.  These and other
minor appropriation adjustments increased the 1993-94 Proposition 98
guarantee to $13.8 billion, which exceeds the minimum guarantee in that year
by $272 million and provided per pupil funding of $4,225.

     The 1995-96 Governor's Budget adjusted the 1993-94 minimum guarantee to
reflect changes in enrollment and inflation, and 1993-94 Proposition 98
appropriations were increased to $14.1 billion, primarily to reflect changes
in the statutory continuous appropriation for apportionments.  The revised
appropriations exceeded the minimum guarantee by $32 million. This
appropriation level still provided per-pupil funding of $4,225.

     The 1994-95 Proposition 98 minimum guarantee also has been adjusted for
changes in factors described above, and was calculated to be $14.9 billion.
Within the minimum guarantee, the dollars per pupil were maintained at the
prior year's level; consequently, the 1994-95 minimum guarantee included a
loan repayment of $135 million, and the per-pupil funding increased to
$4,231.

     The 1995-96 Governor's Budget proposes to appropriate $15.9 billion of
Proposition 98 funds to K-14 to meet the guarantee level.  Included within
the guarantee is a loan repayment of $379 million for the combined
outstanding loans of $1.76 billion.  Funding per pupil is estimated to
increase by $61 over 1994-95 to $4,292.

     In November 1996, State voters approved Proposition 218, which added
Articles XIIIC and XIIID to the State Constitution generally requiring voter
approval of most tax or fee increases by local governments and curtailing
local governments' use of benefit assessments to fund certain property-
related services to finance infrastructure.  The amendments extend to all
local government entities the requirement that all taxes for general
purposes be approved by a majority vote and that all taxes for special
purposes be approved by a two-thirds majority vote (including the
ratification of those taxes that have been imposed since January 1, 1995 up
to the effective date of the amendments).  Proposition 218 also limits the
use of special assessments or "property-related" fees to services or
infrastructure that confer a "special benefit" to specific property; police,
fire and other services are now deemed to benefit the public at large and,
therefore, could not be funded by special assessments.  Finally, the
amendments enable the voters to use their initiative power to repeal
previously-authorized taxes, assessments, fees and charges.  It remains to
be seen what impact these Articles will have on existing and future
California debt obligations.

     Sources of Tax Revenue.  The California personal income tax, which in
1994-95 contributed about 43% of General Fund revenues, is closely modeled
after the Federal income tax law.  It is imposed on net taxable income
(gross income less exclusions and deductions).  The tax is progressive with
rates ranging from 1% to 9.3%.  Personal, dependent, and other credits are
allowed against the gross tax liability.  In addition, taxpayers may be
subject to an alternative minimum tax ("AMT") which is much like the Federal
AMT.  This is designed to ensure that excessive use of tax preferences does
not reduce taxpayers' liabilities below some minimum level.  Legislation
enacted in July 1991 added two new marginal tax rates, at 10% and 11%,
effective for tax years 1991 through 1995.  After 1995, the maximum personal
income tax rate returned to 9.3%, and the AMT rate dropped from 8.5% to 7%.

     The personal income tax is adjusted annually by the change in the
consumer price index to prevent taxpayers from being pushed into higher tax
brackets without a real increase in income.

     The sales tax is imposed upon retailers for the privilege of selling
tangible personal property in California.  Most retail sales and leases are
subject to the tax.  However, exemptions have been provided for certain
essentials such as food for home consumption, prescription drugs, gas,
electricity and water.  Sales tax accounted for about 34% of General Fund
revenue in 1995-96.  Bank and corporation tax revenues comprised about 13%
of General Fund revenue in 1995-96.  In 1989, Proposition 99 added a 25
cents per pack excise tax on cigarettes, and a new equivalent excise tax on
other tobacco products.  Legislation enacted in 1993 added an additional 2
cents per pack for the purpose of funding breast cancer research.

     General Financial Condition of the State.  In the years following
enactment of the Federal Tax Reform Act of 1986, and conforming changes to
the State's tax laws, taxpayer behavior became more difficult to predict,
and the State experienced a series of fiscal years in which revenue came in
significantly higher or lower than original estimates.  The 1989-90 fiscal
year ended with revenues below estimates and the SFEU was fully depleted by
June 30, 1990.  This date essentially coincided with the date of the most
recent recession, and the State subsequently accumulated a budget deficit in
the SFEU approaching $2.8 billion at its peak.  The State's budget problems
in recent years also have been caused by a structural imbalance which has
been identified by the current and previous Administrations.  The largest
General Fund programs -- K-14 education, health, welfare and corrections --
were increasing faster than the revenue base, driven by the State's rapid
population increases.

     Starting in the 1990-91 fiscal year, each budget required multibillion
dollar actions to bring projected revenues and expenditures into balance and
to close large "budget gaps" which were identified.  The Legislature and
Governor eventually agreed on significant cuts in program expenditures, some
transfers of program responsibilities and funding from the State to local
governments, revenue increases (particularly in the 1991-92 fiscal year
budget), and various one-time adjustments and accounting changes.  However,
as the recession took hold and deepened after the summer of 1990, revenues
dropped sharply and expenditures for health and welfare programs increased
as job losses mounted, so that the State ended each of the 1990-91 and 1991-
92 fiscal years with an unanticipated deficit in the budget reserve, the
SFEU, as compared to projected positive balances.

     As a result of the revenue shortfalls accumulating for the previous two
fiscal years, the Controller in April 1992 indicated that cash resources
(including borrowing from Special Funds) would not be sufficient to meet all
General Fund obligations due on June 30 and July 1, 1992.  On June 25, 1992,
the Controller issued $475 million of 1992 Revenue Anticipation Warrants
(the "1992 Warrants") in order to provide funds to cover all necessary
payments from the General Fund at the end of the 1991-92 fiscal year and on
July 1, 1992. The 1992 Warrants were paid on July 24, 1992.  In addition to
the 1992 Warrants, the Controller reported that as of June 30, 1992, the
General Fund had borrowed $1.336 billion from the SFEU and $4.699 billion
from other Special Funds, using all but about $183 million of borrowable
cash resources.

     To balance the 1992-93 Governor's Budget, program reductions totalling
$4.365 billion and a revenue and transfer increase of $872 million were
proposed for the 1991-92 and 1992-93 fiscal years.  Economic performance in
the State continued to be sluggish after the 1992-93 Governor's Budget was
prepared.  By the time of the "May Revision," issued on May 20, 1992, the
Administration estimated that the 1992-93 Budget needed to address a gap of
about $7.9 billion, much of which was needed to repay the accumulated budget
deficits of the previous two years.

     The severity of the budget actions needed led to a long delay in
adopting the budget.  With the failure to enact a budget by July 1, 1992,
the State had no legal authority to pay many of its vendors until the budget
was passed.  Starting on July 1, 1992, the Controller was required to issue
"registered warrants" in lieu of normal warrants backed by cash to pay many
State obligations.  Available cash was used to pay constitutionally mandated
and priority obligations, such as debt service on bonds and revenue
anticipation warrants.  Between July 1 and September 4, 1992, the Controller
issued an aggregate of approximately $3.8 billion of registered warrants
payable from the General Fund, all of which were called for redemption by
September 4, 1992 following enactment of the 1992-93 Budget Act and issuance
by the State of $3.3 billion of interim notes.

     The Legislature enacted the 1992-93 Budget Bill on August 29, 1992, and
it was signed by the Governor on September 2, 1992.  The 1992-93 Budget Act
provided for expenditures of $57.4 billion and consisted of General Fund
expenditures of $40.8 billion and Special Fund and Bond Fund expenditures of
$16.6 billion.  The Department of Finance estimated a balance in the SFEU of
$28 million on June 30, 1993.

     The $7.9 billion budget gap was closed primarily through cuts in the
program expenditures (principally for health and welfare programs, aid to
schools and support for higher education), together with some increases in
revenues from accelerated collections and changes in tax laws to confirm to
Federal law changes, and a variety of on-time inter-fund transfers and
deferrals.  The other major component of the budget compromise was a law
requiring local governments to transfer a total of $1.3 billion to K-12
school and community college districts, thereby reducing by that amount
General Fund support for those districts under Proposition 98.

     In May 1993, the Department of Finance projected that the General Fund
would end the fiscal year on June 30, 1993 with an accumulated budget
deficit of about $2.8 billion, and a negative fund balance of about $2.2
billion (the difference being certain reserves for encumbrances and school
funding costs).  As a result, the State issued $5 billion of revenue
anticipation notes and warrants.

     The Governor's 1993-94 Budget, introduced on January 8, 1993, proposed
General Fund expenditures of $37.3 billion, with projected revenues of $39.9
billion.  It also proposed Special Fund expenditures of $12.4 billion and
Special Fund revenues of $12.1 billion.  The 1993-94 fiscal year represented
the third consecutive year the Governor and the Legislature were faced with
a very difficult budget environment, requiring revenue actions and
expenditure cuts totaling billions of dollars to produce a balanced budget.
To balance the budget in the face of declining revenues, the Governor
proposed a series of revenue shifts from local government, reliance on
increased Federal aid and reductions in state spending.

     The "May Revision" of the Governor's Budget, released on May 20, 1993,
indicated that the revenue projections of the January Budget Proposal were
tracking well, with the full year 1992-93 about $80 million higher than the
January projection.  Personal income tax revenue was higher than projected,
sales tax was close to target, and bank and corporation taxes were lagging
behind projections.  The May Revision projected the State would have an
accumulated deficit of about $2.75 billion by June 30, 1993.  The Governor
proposed to eliminate this deficit over an 18-month period.  He also agreed
to retain the 0.5% sales tax scheduled to expire June 30 for a six-month
period, dedicated to local public safety purposes, with a November election
to determine a permanent extension.  Unlike previous years, the Governor's
Budget and May Revision did not calculate a "gap" to be closed, but rather
set forth revenue and expenditure forecasts and proposals designed to
produce a balanced budget.

     The 1993-94 Budget Act was signed by the Governor on June 30, 1993,
along with implementing legislation.  The Governor vetoed about $71 million
in spending.  With enactment of the Budget Act, the State carried out its
regular cash flow borrowing program for the fiscal year, which included the
issuance of approximately $2 billion of revenue anticipation notes that
matured on June 28, 1994.

     The 1993-94 Budget Act was predicated on General Fund revenues and
transfers estimated at $40.6 billion, about $700 million higher than the
January Governor's Budget, but still about $400 million below 1992-93 (and
the second consecutive year of actual decline).  The principal reasons for
declining revenues were the continued weak economy and the expiration (or
repeal) of three fiscal steps taken in 1991 -- a half cent temporary sales
tax, a deferral of operating loss carry forwards, and repeal by initiative
of a sales tax on candy and snack foods.

     The 1993-94 Budget Act also assumed Special Fund revenues of $11.9
billion, an increase of 2.9% over 1992-93.

     The 1993-94 Budget Act included General Fund expenditures of $38.5
billion (a 6.3% reduction from projected 1992-93 expenditures of $41.1
billion), in order to keep a balanced budget within the available revenues.
The Budget also included Special Fund expenditures of $12.1 billion, a 4.2%
increase.

     The 1993-94 Budget Act contained no General Fund tax/revenue increases
other than a two year suspension of the renters' tax credit.

     Administration reports during the course of the 1993-94 fiscal year
indicated that while economic recovery appeared to have started in the
second half of the fiscal year, recessionary conditions continued longer
than had been anticipated when the 1993-94 Budget Act was adopted.  Overall,
revenues for the 1993-94 fiscal year were about $800 million lower than
original projections, and expenditures were about $780 million higher,
primarily because of higher health and welfare caseloads, lower property
taxes which require greater State support for K-14 education to make up to
shortfall, and lower than anticipated Federal government payments for
immigration-related costs. The reports in May and June 1994, indicated that
revenues in the second half of the 1993-94 fiscal year were very close to
the projections made in the Governor's Budget of January 10, 1994, which was
consistent with a slow turn around in the economy.

     The Department of Finance's July 1994 Bulletin, which included final
June receipts, reported that June revenues were $114 million (2.5%) above
projection, with final end-of-year results at $377 million (about 1%) above
the May Revision projections.  Part of this result was due to the end-of-
year adjustments and reconciliations.  Personal income tax and sales tax
continued to track projections.  The largest factor in the higher than
anticipated revenues was from bank and corporation taxes, which were $140
million (18.4%) above projection in June.

     During the 1993-94 fiscal year, the State implemented the Deficit
Retirement Plan, which was part of the 1993-94 Budget Act, by issuing $1.2
billion of revenue anticipation warrants in February 1994 that matured
December 21, 1994. This borrowing reduced the cash deficit at the end of the
1993-94 fiscal year.  Nevertheless, because of the $1.5 billion variance
from the original 1993-94 Budget Act assumptions, the General Fund ended the
fiscal year at June 30, 1994 carrying forward an accumulated deficit of
approximately $1.8 billion.

     Because of the revenue shortfall and the State's reduced internal
borrowable cash resources, in addition to the $1.2 billion of revenue
anticipation warrants issued as part of the Deficit Retirement Plan, the
State issued an additional $2.0 billion of revenue anticipation warrants
that matured July 26, 1994, which were needed to fund the State's
obligations and expenses through the end of the 1993-94 fiscal year.

     The 1994-95 fiscal year represented the fourth consecutive year the
Governor and Legislature were faced with a very difficult budget environment
to produce a balanced budget.  Many program cost and budgetary adjustments
had already been made in the last three years. The Governor's Budget
Proposal, as updated in May and June 1994 proposed a two-year solution to
pass the accumulated deficit.  The budget proposal set forth revenue and
expenditure forecasts and revenue and expenditure proposals which estimated
operating surpluses for the budget for both 1994-95 and 1995-96, and lead to
the elimination of the accumulated budget deficit, estimated at about $1.8
billion at June 30, 1994, by June 30, 1996.

     The 1994-95 Budget Act, signed by the Governor on July 8, 1994,
projected revenues and transfers of $41.9 billion, $2.1 billion higher than
revenues in 1993-94.  This reflected the Administration's forecast of an
improving economy.  Also included in this figure was the projected receipt
of about $360 million from the Federal government to reimburse the State's
cost of incarcerating undocumented immigrants, most of which eventually was
not received.

     The 1994-95 Budget Act projected Special Fund revenues of $12.1
billion, a decrease of 2.4% from 1993-94 estimated revenues.

     The 1994-95 Budget Act projected General Fund expenditures of $40.9
billion, an increase of $1.6 billion over the 1993-94 fiscal year.  The 1994-
95 Budget Act also projected Special Fund expenditures of $13.7 billion, a
5.4% increase over 1993-94 fiscal year estimated expenditures.

     The 1994-95 Budget Act contained no tax increases.  Under legislation
enacted for the 1993-94 Budget Act, the renters' tax credit was suspended
for two years (1993 and 1994).  A ballot proposition to permanently restore
the renters' tax credit after 1995 failed at the June 1994 election.  The
Legislature enacted a further one-year suspension of the renters' tax
credit, for 1995, saving about $390 million in the 1995-96 fiscal year.

     The 1995-96 Budget Act was signed by the Governor on August 3, 1995, 34
days after the start of the fiscal year.  The Budget Act projected General
Fund revenues and transfers of $44.1 billion, a 3.5% increase from the prior
year.  Expenditures were budgeted at $43.4 billion, a 4% increase.  The
Budget Act also projected Special Fund revenues of $12.7 billion and
appropriated Special Fund expenditures of $13.0 billion.

     Final data for the 1995-96 Fiscal Year showed revenues and transfers of
$46.1 billion, some $2 billion over the original fiscal year estimate, which
was attributed to the strong economic recovery.  Expenditures also
increased, to an estimated $45.4 billion, as a result of the requirement to
expend revenues for schools under Proposition 98, and among other things,
failure of the federal government to enact welfare reform during the fiscal
year and to budget new aid for illegal immigrant costs, both of which had
been counted on to allow reductions in State costs.  Available internal
borrowable resources (available cash, after payment of all obligations due)
on June 30, 1996 was approximately $3.8 billion, representing a significant
improvement in the State's cash position, and ending the need for deficit
borrowing over the end of the fiscal year.  The State's improved cash
position allowed it to repay the $4.0 billion Revenue Anticipation Warrant
issue on April 25, 1996, and to issue only $2.0 billion in revenue
anticipation notes during the fiscal year, which matured on June 28, 1996.

     The 1996-97 Budget Act was signed by the Governor on July 15, 1996,
along with various implementing bills.  The Governor vetoed about $82
million of appropriations (both General Fund and Special Fund).  With the
signing of the Budget Act, the State implemented its regular cash flow
borrowing program with the issuance of $3.0 billion of Revenue Anticipation
Notes to mature on June 30, 1997.  The Budget Act appropriated a modest
budget reserve in the SFEU of $305 million, as of June 30, 1997.  The
Department of Finance projected that, on June 30, 1997, the State's
available internal borrowable (cash) resources will be $2.9 billion, and
after payment of all obligations due by that date, so that no cross-fiscal
year borrowing will be needed.

     The Legislature rejected the Governor's proposed 15% cut in personal
income taxes (to be phased in over three years), and did not approve a 5%
cut in bank and corporation taxes, which was to be effective for income
years starting on January 1, 1997.  As a result, revenues for the fiscal
year were estimated to total $47.64 billion, a 3.3% increase over the final
estimated 1995-96 revenues.  Special Fund revenues were estimated to be
$13.3 billion.

     The Budget Act contained General Fund appropriations totaling $47.25
billion, a 4.0% increase over the final estimated 1995-96 expenditures.
Special Fund expenditures were budgeted at $12.6 billion.

     With the continued strong economic recovery in the State, the
Department of Finance has estimated, in connection with the release of the
Governor's 1997-98 Budget Proposal, that revenues for the 1996-97 fiscal
year will exceed initial projections by about $760 million.  This increase
will be offset by higher expenditures for K-14 school aid (pursuant to
Proposition 98) and for health and welfare costs, because Federal law
changes and other Federal actions did not provide as much assistance to the
State as was initially planned in the Budget Act.  The Department's updated
projections show a balance in the SFEU of $197 million, slightly lower than
projected in July 1996.  The Department also projects the State's cash
position will be stronger than originally estimated, with unused internal
borrowable resources at June 30, 1997 of approximately $4.3 billion.

                                 APPENDIX B


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

S&P

Municipal Bond Ratings

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

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

                              AAA

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

                               AA

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

                               A

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

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

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

                              BBB

     Of the investment grade, this is the lowest.

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

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

                       BB, B, CCC, CC, C

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

                               BB

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

                               B

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

                              CCC

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

                               CC

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

                               C

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

                               D

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

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


Municipal Note Ratings

                              SP-1

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

                              SP-2

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

Commercial Paper Ratings

     An S&P commercial paper rating is a current assessment of the
likelihood of timely payment of debt having an original maturity of no more
than 365 days.

                               A

     Issues assigned this rating are regarded as having the greatest
capacity for timely payment.  Issues in this category are delineated with
the numbers 1, 2 and 3 to indicate the relative degree of safety.
                              A-1

     This designation indicates that the degree of safety regarding timely
payment is either overwhelming or very strong. Those issues determined to
possess overwhelming safety characteristics are denoted with a plus sign (+)
designation.

                              A-2

     Capacity for timely payment on issues with this designation is strong.
However, the relative degree of safety is not as high as for issues
designated A-1.

Moody's

Municipal Bond Ratings

                              Aaa

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

                               Aa

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

                               A

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

                              Baa

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

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

                               B

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

                              Caa

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

                               Ca

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

                               C

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

     For bond issues in the health care, higher education and other not-for-
profit sectors, Moody's provides numerical modifiers 1, 2 and 3 to the
generic rating categories Aa through B; the modifier 1 indicates that the
issue ranks in the higher end of the generic rating category; the modifier 2
indicates that the issue is in the mid-range of the generic rating category;
and the modifier 3 indicates that the issue is in the low end of the generic
category.  For all municipal bonds, Moody's provides either a generic rating
or a rating with the numerical modifier 1 for the rating categories Aa
through B, with the latter indicating that the issue ranks in the higher end
of the 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 differences between short-term credit risk and long-term risk.  Factors
affecting the liquidity of the borrower and short-term cyclical elements are
critical in short-term ratings, while other factors of major importance in
bond risk, long-term secular trends for example, may be less important over
the short run.

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

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

                          MIG 1/VMIG 1

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

                          MIG 2/VMIG 2

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

Commercial Paper Ratings

     The rating Prime-1 (P-1) is the highest commercial paper rating
assigned by Moody's.  Issuers of P-1 paper must have a superior capacity for
repayment of short-term promissory obligations, and will normally 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
will normally 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 the lowest potential for recovery.

     Plus (+) and minus (-) signs are used with a rating symbol to indicate
the relative position of a credit within the rating category.  Plus and
minus signs, however, are not used in the AAA category covering 12-36 months
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 an
assurance of timely payment only slightly less in degree than issues rated F-
1+.

                              F-2

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




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